Common use of LIST OF EXHIBITS AND SCHEDULES Clause in Contracts

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) Form of Escrow Agreement Exhibit 2.2.1(b) Form of Escrow Note Exhibit 2.2.2 Form of Employee Retention Escrow Agreement Exhibit 6.7 Form of Public Announcement Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 Form of Non-Competition and Non-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) 2.1 Form of Escrow Agreement Revolving Credit Note Exhibit 2.2.1(b) 2.3 Form of Escrow Term Loan Note Exhibit 2.2.2 3.11 Form of Employee Retention Escrow Agreement U.S. Tax Compliance Certificate Exhibit 6.7 9.1.3 Form of Public Announcement Compliance Certificate Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 9.1.4 Form of Non-Competition and Non-Solicitation Agreement Borrowing Base Certificate Exhibit 7.2.10 13.5 Form of Opinion of Counsel Company Disclosure Assignment and Acceptance Schedule 1 Commitment Schedule Schedule 2.1 Pro Forma Calculations 1.1 Deemed EBITDA Schedule 2.3(c1.1(b) Preliminary Closing Balance Sheet Deemed EBITDA (RWS) Schedule 4.3 Required Consents 1.2 Ineligible Lenders Schedule 4.6 Tax Returns 6.1 Commercial Tort Claims Schedule 7.2.6 Certain Employees 7.1.1 Business Locations Schedule 7.2.8 List 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business Schedule 8.1.4 Capital Structure Schedule 8.1.5 Names; Organization Schedule 8.1.13 Brokers’ Fees Schedule 8.1.14 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 Environmental Schedule 8.1.17 Contracts Restricting Right to Incur Debts Schedule 8.1.18 Litigation Schedule 8.1.20 Pension Plans Schedule 8.1.22 Labor Relations Schedule 8.1.23 Leases Schedule 9.2.2 Existing Debt Schedule 9.2.4 Existing Liens Schedule 9.2.10 Existing Investments Schedule 9.2.14 Existing Restrictive Agreements LOAN, SECURITY AND GUARANTY AGREEMENT THIS LOAN, SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made as of Agreements August 5, 2020, by and among PNC Bank, National Association (successor to be Terminated Schedule 7.2.9 List BBVA USA) (“PNC”), individually as a Lender, as administrative agent (in such capacity, “Administrative Agent”) for itself and any other financial institution which is or becomes a party hereto as a lender (each such financial institution, including PNC, is referred to hereinafter individually as a “Lender” and collectively as the “Lenders”), and as collateral agent (in such capacity, “Collateral Agent”) for the Lenders, Quest Resource Management Group, LLC, a Delaware limited liability company (“Quest”), Landfill Diversion Innovations, L.L.C., a Delaware limited liability company (“Landfill”), Sustainable Solutions Group, LLC, a Delaware limited liability company (“SSG”), RWS Facility Services, LLC a Delaware limited liability company (“RWS”, and together with Quest, Landfill, RWS, SSG and each hereafter arising Subsidiary of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles any Borrower and each other Person joined hereto as a “Borrower”, individually a “Borrower” and collectively “Borrowers”), and each of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection Quest Resource Holding Corporation, a Nevada corporation (“Holdings”), and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7Quest Sustainability Services, Inc., a Delaware corporation (F/K/A Earth911, Inc.) (“Parent”), Youchange, Inc., an Arizona corporation (“Youchange”), Quest Vertigent Corporation, a Nevada corporation (“Vertigent”), Quest Vertigent One, LLC, a Delaware limited liability company (“Vertigent One”), and Global Alerts, LLC, a Delaware limited liability company (“Global Alerts”, and together with Holdings, Parent, Youchange, Vertigent and Vertigent One, individually a “Guarantor” and collectively, “Guarantors”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) Form of Escrow Agreement Exhibit 2.2.1(b) Form of Escrow A Revolver Note Exhibit 2.2.2 Form B Assignment and Acceptance Exhibit C Assignment Notice Schedule 1.1 Commitments of Employee Retention Escrow Agreement Exhibit 6.7 Form of Public Announcement Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 Form of Non-Competition and Non-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure Lenders Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 1.2 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Financial Information Schedule 1.3 Material Contracts Schedule 1.4 Pledged Foreign Subsidiaries Schedule 7.8 Foreign Intellectual Property Filings Schedule 8.5 Deposit Accounts Schedule 8.6.1 Collateral Locations Schedule 9.1.4 Names and Capital Structure Schedule 9.1.5 Former Names and Companies Schedule 9.1.12 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.15 Environmental Matters Schedule 9.1.16 Restrictive Agreements Schedule 9.1.17 Litigation Schedule 9.1.19 Pension Plans Schedule 9.1.21 Labor Contracts Schedule 9.1.9. Surety Obligations Schedule 10.2.1 Existing Debt Schedule 10.2.2 Existing Liens Schedule 10.2.8 Restrictions on Payment of Certain Debt - from Paper Group Sale Schedule 10.2.17 Existing Affiliate Transactions LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of February 22, 2008, among BOISE CASCADE, L.L.C., a Delaware limited liability company (“Boise Cascade”), BOISE BUILDING SOLUTIONS DISTRIBUTION, L.L.C., a Delaware limited liability company (“Boise Distribution”) and BOISE BUILDING SOLUTIONS MANUFACTURING, L.L.C., a Delaware limited liability company (“Boise Manufacturing”, and together with Boise Cascade and Boise Distribution, collectively, “Borrowers”), BOISE BUILDING SOLUTIONS MANUFACTURING HOLDINGS CORP., a Delaware corporation (“Boise Manufacturing Holding”), BC CHILE INVESTMENT CORPORATION, a Delaware corporation (“BC Chile Investment”), and BC BRAZIL INVESTMENT CORPORATION, a Delaware corporation (“BC Brazil Investment”, and together with Boise Manufacturing Holding and BC Chile Investment], collectively, “Initial Guarantors”), the financial institutions party to this Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7from time to time as lenders (collectively, “Lenders”) and BANK OF AMERICA, N.A., a national banking association, as agent for Lenders (in such capacity, “Agent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(aEXHIBIT A — LEGAL DESCRIPTION OF PROJECT SCHEDULE 1.1(A) Form of Escrow Agreement Exhibit 2.2.1(b— VALUATION AMOUNTS SCHEDULE 1.1(B) Form of Escrow Note Exhibit 2.2.2 Form of Employee Retention Escrow Agreement Exhibit 6.7 Form of Public Announcement Exhibit 6.8(a— PROJECT INFORMATION SCHEDULE 1.1(C) Forms of Employment Agreement Exhibit 7.2.7 Form of Non-Competition and Non-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure Schedule Schedule — LIST OF SITE ASSESSMENTS SCHEDULE 2.1 Pro Forma Calculations Schedule 2.3(c— ADVANCE CONDITIONS SCHEDULE 4.1 — ORGANIZATIONAL MATTERS SCHEDULE 4.1(A) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule — BORROWER’S ORGANIZATIONAL STRUCTURE SCHEDULE 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended INDEX — ZONING REPORTS AND PROPERTY CONDITION REPORTS SCHEDULE 8.15 — IMMEDIATE REPAIRS LIST OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Affiliate 1 Agreement 1 Appraisal Shares 5 Articles Anti-Money Laundering Laws 1 Assignment of Merger Rents and Leases 1 Average Share Price 5 Balance Sheet Date 14 Base Bank Secrecy Act 2 Bankruptcy Party 30 Borrower 1 Borrower Party 2 Budget 2 Business Day 2 Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 on Cash Return 2 Closing Date 1 Closing Date NWC 2 Collateral 2 Contract Rate 2, 8 Closing Share Price Debt 2 Debt Service 2 Debt Service Coverage 3 Default Rate 3 Environmental Laws 3 ERISA 16 Eurodollar Business Day 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options Event of Default 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Institution 3 Guarantors 3 Guaranty 3 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified 3 IEEPA 29 Interest Holder 3, 24 Joinder Party 3 Lender 1 Libor Rate 3 Lien 4 Loan 4 Loan Documents 4 Loan Year 4 Lockout Period 9 Maturity Date 4 Mortgage 4 Net Cash Flow 4 Note 5 OFAC 5 Operating Expenses 5 Operating Revenues 5 Patriot Act 5 Person 5 Potential Default 5 Prepayment Premium Period 9 Project 5 Restoration Threshold 6 Single Purpose Entity 6 Site Assessment 6 Specially Designated National and Blocked Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge 6 Standard Adjustments 6 Transfer 6, 23 TWEA 29 U.S. Person 7 UCC 7 Underwritten NOI 7 Underwritten Operating Expenses 7 Underwritten Operating Revenues 7 LOAN AGREEMENT This Loan Agreement (this “Agreement”) is entered into as of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7October 16, 2007 between GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“Lender”), and ESP SEVEN SUBSIDIARY LLC, a Delaware limited liability company (“Borrower”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) A Form of Escrow Assignment Exhibit B Form of Borrowing Base Report Exhibit C Form of Compliance Certificate Exhibit D Form of Lien Waiver Exhibit E Form of Notice of Borrowing Exhibit F Form of Notice of Conversion/Continuation Exhibit G Form of Perfection Certificate Exhibit H Form of Designated Borrower Request and Assumption Agreement Exhibit 2.2.1(b) I Form of Escrow Note Exhibit 2.2.2 Form Designated Borrower Notice Schedule 1.1 Commitments of Employee Retention Escrow Agreement Exhibit 6.7 Form Lenders Schedule 1.1(b) Account Debtors Schedule 2.2 Existing Letters of Public Announcement Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 Form of Non-Competition Credit Schedule 8.6 Deposit Accounts, Securities Accounts and Non-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure Commodity Accounts Schedule 8.7.1 Collateral Locations Schedule 2.1 Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required 9.1.3 Approvals; Other Consents Schedule 4.6 Tax Returns 9.1.5 Material Debt and Other Liabilities Schedule 7.2.6 Certain Employees 9.1.6 Litigation Schedule 7.2.8 List 9.1.11 Capital Structure Schedule 9.1.16 Compliance with Laws Schedule 9.1.20(a) Filing Offices Schedule 9.1.22 Locations of Agreements to be Terminated Offices Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 9.1.27 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 PreSchedule 10.1.15 Post-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Undertakings Schedule 10.2.1(h) Debt Schedule 10.2.2 Liens Schedule 10.2.4 Investments Schedule 10.2.10 Transactions with Affiliates LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT is dated as of June 29, 2018 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among CSI COMPRESSCO LP, a Delaware limited partnership (the “Company”), CSI COMPRESSCO SUB INC., a Delaware corporation (“Sub Inc.”), CSI COMPRESSCO OPERATING LLC, a Delaware limited liability company, (“Operating LLC” and collectively, with the Company and Sub Inc. the “Borrowers”), certain subsidiaries of the Borrowers named as guarantors herein, the financial institutions party to this Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7from time to time as Lenders, BANK OF AMERICA, N.A., a national banking association, as administrative agent and collateral agent for the Lenders (in such capacities, “Administrative Agent”), Issuing Bank and Swing Line Lender.

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) A Form of Escrow Assignment and Acceptance Exhibit B Form of Assignment Notice Exhibit C Form of Borrowing Base Certificate Exhibit D Form of Compliance Certificate Exhibit E Form of Notice of Borrowing Exhibit F Form of Notice of Conversion/Continuation Exhibit G Form of Notice of Elected Harvest Period Exhibit H Form of Secured Bank Products Provider Agreement Exhibit 2.2.1(b) 2.1.2 Form of Escrow First Lien Revolver Note Exhibit 2.2.2 Form of Employee Retention Escrow Agreement First Lien Term Note Exhibit 6.7 2.3.4 Form of Public Announcement First Lien Capital Expenditure Note Exhibit 6.8(a6.1(j) Forms of Employment Agreement Exhibit 7.2.7 Form of NonSolvency Certificate Schedule 1.1 Commitments of Lenders Schedule 8.5 Deposit Accounts Schedule 8.6.1 Business Locations Schedule 9.1.4 Names and Capital Structure Schedule 9.1.5 Owned Real Estate Schedule 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.14 Environmental Matters Schedule 9.1.15 Restrictive Agreements Schedule 9.1.16 Litigation Schedule 9.1.18 Pension Plans Schedule 9.1.20 Labor Contracts Schedule 10.2.2 Existing Liens Schedule 10.2.5 Existing Investments Schedule 10.2.16 Existing Affiliate Transactions Schedule 14.3.1 Notice Addresses FIRST LIEN LOAN AND SECURITY AGREEMENT THIS FIRST LIEN LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of October 14, 2016, among MALLARD INTERMEDIATE, INC., a Delaware corporation (“Intermediate Holdco”), MALLARD BUYER CORP., a Delaware corporation (“Borrower Agent”), each other Subsidiary of Intermediate Holdco party to this Agreement from time to time, including the Targets identified below (together with the Borrower Agent, each a “Borrower” and, collectively, “Borrowers”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF THE WEST (“Bank of the West”), as administrative agent and collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), Bank of the West, ING CAPITAL LLC (“ING Capital”) and AMERICAN AGCREDIT, PCA (“American AgCredit”), as joint lead arrangers (in such capacity, together with their successors and assigns in such capacity, the “Joint Lead Arrangers”), Bank of the West, ING Capital and American AgCredit, as joint book runners (in such capacity, together with their successors and assigns in such capacity, the “Joint Book Runners”), ING Capital, as syndication agent (in such capacity, together with its successors and assigns in such capacity, “Syndication Agent”), and AGSTAR FINANCIAL SERVICES, PCA/FLCA, CITY NATIONAL BANK and MUFG UNION BANK, N.A., as co-Competition documentation agents (in such capacity, together with their respective successors and Nonassigns in such capacity, “Co-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7Documentation Agents”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) A: Plan Summary Term Sheet Exhibit B: Post-Bankruptcy GGP Corporate Structure Exhibit C-1: Brookfield Agreement Exhibit C-2: Fairholme Agreement Exhibit D: REIT Representation Letter Exhibit E: GGO Assets Exhibit F: Form of Escrow Approval Order Exhibit G: Form of Warrant Agreement Exhibit 2.2.1(b) H: [Intentionally Omitted] Exhibit I: [Intentionally Omitted] Exhibit J: Form of Escrow Note REIT Opinion Exhibit 2.2.2 Form of Employee Retention Escrow Agreement K: [Intentionally Omitted] Exhibit 6.7 Form of Public Announcement L: [Intentionally Omitted] Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 M: Form of Non-Competition and Non-Solicitation Control Agreement Exhibit 7.2.10 N: Certain REIT Investors Exhibit O: Form of Opinion of Counsel Company Disclosure Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended Matters Agreement INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Defined Term Page 2006 Bank Loan 79 Additional Financing 66 Additional Sales Period 79 Adequate Reserves 30 Adjusted CDND 52 Affiliate 79 Agreement 1 Appraisal Amended and Restated Agreement 1 Anticipated Debt Paydowns 66 Approval Motion 36 Approval Order 36 Asset Sales 66 Backstop Investors 58 Backstop Shares 5 Articles of Merger 7 Bankruptcy Cases 1 Average Share Bankruptcy Code 1 Bankruptcy Court 1 Blackstone 98 Blackstone Assigned Securities 98 Blackstone Assigned Shares 98 Blackstone Assigned Warrants 98 Blackstone Purchase Price 5 Balance Sheet 99 Brazilian Entities 80 Bridge Note Amount 9 Bridge Note Interest Rate 9 Bridge Note Maturity Date 14 Base 9 Bridge Notes 9 Bridge Securities 59 Brookfield Agreement 2 Brookfield Consortium Member 80 Brookfield Investor 2 Business Day 80 Calculation Date 52 Capital Raising Activities 80 Cash Amount 3 business day 56 Certificate 3 Equivalents 80 Change of Recommendation 39 Control 80 Chapter 11 1 Claims 81 Clawback Fee 81 Clawback Percentage 6 Clawback Shares 6 Closing 1 Closing Balance Sheet 9 5 Closing Date 1 5 Closing Date NWC 8 Net Debt 81 Closing Share Price 4 Date Net Debt W/O Reinstatement Adjustment and Permitted Claims Amounts 82 Closing Xxxxxxxxx 00 XXXX 00 CNDAS Dispute Notice 50 CNDAS Disputed Items 50 Code 11 Collection and Use 22 Common Stock 1 Company 2 Company Benefit Plan 82 Company Board 82 Company Disclosure Letter 13 Company Ground Lease Property 27 Company Mortgage Loan 28 Company Option Plans 15 Company Properties 25 Company Property 25 Company Property Lease 27 Company Rights Offering 5 Company SEC Reports 19 Competing Transaction 82 Conclusive Net Debt Adjustment Statement 83 Confirmation Order 62 Confirmed Debtors 92 Contingent and Disputed Debt Claims 83 Contract 83 control 91 Corporate Level Debt 83 Dealer Manager 58 Debt 84 Debt Cap 66 Debtors 1 Company Designation Conditions 4 DIP Loan 84 Disclosure Statement 84 Disclosure Statement Order 63 Dispute Notice 49 Disputed Items 50 Domestically Controlled REIT 53 Effective Date 5 Encumbrances 25 Environmental Laws 22 Equity Exchange 2 Equity Securities 15 ERISA 84 ERISA Affiliate 23 Excess Equity Capital Proceeds 8 Excess Surplus Amount 84 Exchangeable Notes 84 Excluded Claims 84 Excluded Non-US Plans 23 Fairholme Agreement 3 Fairholme Purchasers 3 Foreign Plan 23 Fully Diluted Basis 86 Fully Diluted GGO Economic Interest 87 GAAP 87 GGO 2 GGO Agreement 43 GGO Board 43 GGO Common Share Amount 87 GGO Common Stock 11 GGO Non-Control Agreement 87 GGO Note Amount 87 GGO Per Share Purchase Price 13 GGO Pro Rata Share 87 GGO Promissory Note 88 GGO Purchase Price 13 GGO Representative 11 GGO Setup Costs 88 GGO Share Distribution 12 GGO Shares 2 Company Disclosure Schedule 13 GGO Warrants 37 GGP Backstop Rights Offering 57 GGP Backstop Rights Offering Amount 58 GGP Pro Rata Share 88 Governmental Entity 88 Hazardous Materials 22 Xxxxxx Agreement 88 Xxxxxx Amount 87 Xxxxxx Heirs Obligations 89 Identified Assets 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Indebtedness 89 Initial Investors 3 Investment Agreements 3 Joint Venture 89 Knowledge 89 Law 89 Liquidity Equity Issuances 89 Liquidity Target 65 Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 90 Material Contract 91 Material Lease 28 Measurement Date 15 Most Recent Statement 25 MPC Assets 91 MPC Taxes 91 Net Debt Excess Amount 91 Net Debt Surplus Amount 91 New Common Stock 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 New Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow 65 New DIP Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing 62 New Warrant Vesting Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 37 New Warrants 37 Non-Disclosure Control Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 91 Non-Controlling Properties 91 NYSE 37 Offering Premium 92 Operating Partnership 92 Original Agreement 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 PBGC 23 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Purchase Price 3 Permitted Claims 92 Permitted Claims Amount 93 Permitted Replacement Shares 93 Permitted Title Exceptions 25 Person 56 93 Petition Date 1 Plan 18 Pre-Closing Balance 1 Plan Debtors 92 Plan Summary Term Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 1 PMA Claims 92 Preliminary Closing Date NWC 8 Net Debt Review Deadline 93 Preliminary Closing Date Net Debt Review Period 93 Preliminary Closing Date Net Debt Schedule 49 Proportionally Consolidated Debt 93 Proportionally Consolidated Unrestricted Cash 94 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives Approval Order 36 Proposed Securities 39 Restricted Transaction 39 Returns 23 Review PSCM 1 Purchase Price 3 Purchaser 1 ix Purchaser Board Designee 43 Purchaser GGO Board Designees 43 Purchaser Group 94 Put Notice 7 Put Option 7 Put Shares 6 Put Termination Notice 8 Refinance Cap 69 Reinstated Amounts 65 Reinstatement Adjustment Amount 94 REIT 30 REIT Subsidiary 30 Reorganized Company 2 Reorganized Company Organizational Documents 47 Repurchase Notice 6 Repurchase Shares 6 Reserve 93 Reserve Surplus Amount 94 Reserved Shares 6 Resolution Period 49 Rights Agreement 94 Rights Offering Election 5 Xxxxx Bonds 95 Rule 144 56 Sales Cap 68 SEC 32 19 Securities Act 19 Settlement Communications Date 7 Share Cap Number 66 Share Equivalent 95 Shares 3 Significant Subsidiaries 95 SOX 53 Specified Debt 95 Subscription Right 39 Subsidiary 95 Synthetic Lease Obligation 89 Target Net Debt 95 Tax Matters Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 95 Tax Contest 52 taxes 23 Technology 26 Protection Agreements 95 Tax Return 30 Taxes 30 Termination Date 96 Total Purchase Amount 4 Transactions 96 x Transfer 56 TRUPS 96 U.S. Persons 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount Unrestricted Cash 96 Unrestricted Date 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Unsecured Indebtedness 96 UPREIT Units 96 Warrant Agreement 36 Warrants 36 AMENDED AND RESTATED STOCK PURCHASE AGREEMENT, effective as of March 31, 2010 (this “Agreement”), by and between General Growth Properties, Inc., a Delaware corporation (“GGP”), and Pershing Square Capital Credit 7 Working Capital Deficit Management, L.P. (“PSCM”), on behalf of Pershing Square, L.P., a Delaware limited partnership, Pershing Square II, L.P., a Delaware limited partnership, Pershing Square International, Ltd. a Cayman Islands exempted company and Pershing Square International V, Ltd., a Cayman Islands exempted company, (each, except PSCM, together with its permitted nominees and assigns, a “Purchaser”). On March 31, 2010, GGP and the Purchasers entered into the Stock Purchase Agreement (as subsequently amended on May 3, 2010 and May 7, 2010, the “Original Agreement”) to provide for the terms and conditions for the consummation of the transactions contemplated therein. On August 2, 2010, GGP and the Purchasers entered into the Amended and Restated Stock Purchase Agreement, effective as of March 31, 2010 (as subsequently amended on September 17, 2010, the “Amended and Restated Agreement”) which amended and restated the Original Agreement ab initio in its entirety as set forth therein. Pursuant to Section 13.8 of the Amended and Restated Agreement, the parties thereto wish to amend and restate the Amended and Restated Agreement ab initio in its entirety as set forth herein. References herein to “date of this Agreement” and “date hereof” shall refer to March 31, 2010.

LIST OF EXHIBITS AND SCHEDULES. Exhibits Exhibit 2.2.1(a) A-1 and A-2 Form of Escrow Promissory Notes Exhibit B Form of Warrants Exhibit C Compliance Certificate Exhibit D Form of Pledge Agreement Exhibit 2.2.1(b) E Form of Escrow Note Intellectual Property Security Agreement Exhibit 2.2.2 F Form of Employee Retention Escrow Management Rights Agreement Exhibit 6.7 G Form of Public Announcement Exhibit 6.8(a) Forms Right of Employment First Refusal Agreement Exhibit 7.2.7 H Form of Non-Competition and Non-Solicitation Seller Subordination Agreement Exhibit 7.2.10 I Form of Opinion Xxxxx Subordination Agreement Exhibit J Projections Exhibit K (Intentionally Omitted) Exhibit L SBA Side Letter Exhibit M Collateral Access Agreement Schedules Schedule 2.01 – Lender Schedule – Notes Schedule 2.02 – Lender Schedule – Warrants Schedule 3.09 – Discharged Indebtedness Schedule 4.04 – Collateral Exceptions Schedule 4.09 – Other Financing Statements Schedule 5.01 – Jurisdiction of Counsel Company Disclosure Organization and Qualifications Schedule 5.05 – Litigation Schedule 2.1 Pro Forma Calculations 5.06 – Compliance with Laws Schedule 2.3(c5.08(a) Preliminary Closing Balance Sheet – Owned Real Property Schedule 4.3 Required Consents 5.08(b) – Leased Real Property Schedule 4.6 Tax Returns 5.09 – Use of Real Property Schedule 7.2.6 Certain Employees 5.10 – Taxes Schedule 7.2.8 List 5.14 – Absence of Agreements to be Terminated Changes Schedule 7.2.9 List 5.17 – Subsidiaries Schedule 5.18 – Capitalization Schedule 5.20 – Brokers’ or Finders’ Fees Schedule 5.21 – Labor Relations Schedule 5.22 – Employee Benefit Plans Schedule 5.24 – Conflicts of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles Interest Schedule 5.25 – Trade Relations Schedule 5.26 – Indebtedness Schedule 5.27 – Material Contracts Schedule 5.28 – Insurance Schedule 5.30 – Products Liability Schedule 5.33 – Location of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Assets Schedule 5.34 – Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection Control Payments Schedule 9.02 – Permitted Liens Schedule 9.04 – Investments Schedule 9.07 – Indebtedness SECURITIES PURCHASE AGREEMENT AND SECURITY AGREEMENT SECURITIES PURCHASE AGREEMENT AND SECURITY AGREEMENT, dated as of October 29, 2012, by and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 Inamong FUSION NBS ACQUISITION CORP. a Delaware corporation (“Borrower”), FUSION TELECOMMUNICATIONS INTERNATIONAL, INC., a Delaware corporation (“Parent”), NETWORK BILLING SYSTEMS, LLC, a New Jersey limited liability company (“NBS”) and each other direct and indirect subsidiary of Parent from time to time party hereto (each such subsidiary together with Parent, the “Guarantors”, and together with the Borrower, the “Credit Parties”), PRAESIDIAN CAPITAL OPPORTUNITY FUND III, LP, a Delaware limited partnership (“Fund III”), PRAESIDIAN CAPITAL OPPORTUNITY FUND III-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge A, LP, a Delaware limited partnership (“Fund III-A”) and PLEXUS FUND II, LP, a Delaware limited partnership (“Plexus” and together with Fund III and Fund III-A and each of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7their successors and assigns, each a “Lender”, and collectively, the “Lenders”), and Fund III as agent for the Lenders (in such capacity, the “Agent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibits -------- Exhibit 2.2.1(a) Form A Certificate of Escrow Merger Exhibit B Demand Note Exhibit C Pipeline Intermediaries Exhibit D One Year Note Exhibit E PCS Contracts Exhibit F Registration Rights Agreement Exhibit 2.2.1(b) Form G Services Agreements Exhibit H Original Stockholders' Agreement Exhibit I Certain Terms of Escrow Stockholders' Agreement Exhibit J Two Year Note Exhibit 2.2.2 Form of Employee Retention Escrow Agreement Exhibit 6.7 Form of Public Announcement Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 Form of Non-Competition and Non-Solicitation Agreement Exhibit 7.2.10 Form of K Opinion of Counsel Xxxxxxx & Xxxxx LLP Exhibit L Opinion of Xxxxxxx, Carton & Xxxxxxx Company Disclosure Schedules ----------------- Schedule 4.1 Organization and Related Matters Schedule 2.1 Pro Forma Calculations Schedule 2.3(c4.2(b) Preliminary Closing Balance Sheet No Violation Schedule 4.3 Required Consents Schedule 4.4 Stock Ownership Schedule 4.5 Regulatory Documents Schedule 4.6 Tax Returns Financial Statements Schedule 7.2.6 Certain Employees 4.7 Ineligible Persons Schedule 7.2.8 List 4.8 Contracts Schedule 4.9 Related Party Transactions Schedule 4.10 Environmental Matters Schedule 4.11 No Broker Schedule 4.12 Legal Proceedings Schedule 4.13 Compliance with Applicable Law Schedule 4.14 Insurance Policies Schedule 4.15 Labor and Employment Matters Schedule 4.16(a) Company Plans Schedule 4.16(h) Employee Benefit Effects of Agreements to be Terminated Transaction Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection 4.16(j) Unaccrued Employee Obligations Schedule 4.17 Technology and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Schedule 4.18(b) Taxes Schedule 4.18(g) Adjusted Basis of Assets Schedule 4.18(h) Adjusted Tax Basis Schedule 4.18(j) NOLs Schedule 4.19 No Adverse Change Schedule 4.20 Real Property Leases Schedule 4.21 Accounts Receivable Schedule 4.22 Encumbrances Schedule 4.23 Purchase for Investment Schedule 4.24 Accuracy of Warranties Buyer Schedules --------------- Schedule 5.2(b) No Violation Schedule 5.3 Required Consents Schedule 5.5(a) Investment Adviser Registration Schedule 5.4 Equity Commitments Schedule 5.8 Subsidiaries Schedule 5.9 Legal Proceedings Schedule 5.12(a) Permits Schedule 5.12(b) Governmental Proceedings Schedule 5.12(c) ERISA Asset Management Schedule 5.13 Insurance Policies Schedule 5.14 Labor and Employment Matters Schedule 5.15 Taxes Schedule 5.17(a) Buyer Plans Schedule 5.17(h) Employee Benefit Effects of Transaction Schedule 5.17(j) Unaccrued Employee Obligations Schedule 5.18(a) Intellectual Property 26 Company Material Schedule 5.18(b) IP Ownership Schedule 5.19 No Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Change Schedule 5.20 Real Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Leases Schedule 5.21(a) Related Party Indebtedness Schedule 5.21(c) Related Party Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge Schedule 5.22 Accounts Receivable Schedule 5.23 Encumbrances Other Schedules --------------- Schedule 6.1 Conduct of 56 Letter Business AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7July 12, 2001, by and among The EnvestNet Group, Inc., a Delaware corporation ("Buyer"), EnvestNet Acquisition Corp., a Colorado corporation ("Transitory Subsidiary"), PMC International, Inc., a Colorado corporation (the "Company," and collectively with Portfolio Management Consultants, Inc., a Colorado corporation ("PMC"), and Portfolio Brokerage Services, Inc., a Colorado corporation ("PBS"), the "Companies"), and The Xxxxxxx Companies, Inc. (the "Shareholder").

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) EXHIBIT A-1 Promissory Note EXHIBIT A-2 Short Term Promissory Note EXHIBIT B-1 Form of Escrow Agreement Exhibit 2.2.1(b) Form of Escrow Note Exhibit 2.2.2 Form of Employee Retention Escrow Agreement Exhibit 6.7 Form of Public Announcement Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 EXHIBIT B-2 Form of Non-Competition and Non-Solicitation Employment Agreement Exhibit 7.2.10 EXHIBIT C Form of Opinion of Counsel Company Disclosure Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 Bill xx Sale, Assignment and Assumption Agreement EXHIBIT D List of Agreements to be Terminated Employees - Options EXHIBIT E Form of Lease Schedule 7.2.9 List 1.1(a) Inventory of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles Rental Equipment Schedule 1.1(b) Inventory of Merger 1 Average Share Merchandise Schedule 1.1(c) Other Tangible Personal Property Schedule 1.1(e) Assumed Contracts Schedule 1.1(h) Receivables Schedule 1.1(i) Equipment Leases Schedule 1.1(j) Intangible Property Schedule 1.2(iii) Excluded Assets-Store #2 Schedule 1.2(iv) Excluded Assets Schedule 2.3 O'Nexx Xxxily Obligations Schedule 2.6 Allocation of Purchase Price 5 Schedule 5.4 Capitalization Schedule 5.5 No Violation Schedule 5.7 Financial Statements Schedule 5.8(iii) Changes Since the Current Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection - Bonuses and Use 28 Company 1 Company Common Shares 2 Company Disclosure Employee Compensation Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim 5.8(iv) Changes Since the Current Balance Sheet Date 14 IRS 19 know 56 knowledge - Sale of 56 Letter Assets Schedule 5.9 Liabilities of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 the Company, Indebtedness Schedule 5.10 Litigation Schedule 5.11 Environmental Matters Schedule 5.12 Real Estate Schedule 5.15 Labor and Employment Matters Schedule 5.16 Employee Benefit Plans Schedule 5.16(viii) Employee Benefit Plans - Exceptions to Proper Accounting and Accruals on Company's Books Schedule 5.17 Tax Matters Schedule 5.18 Insurance Policies Schedule 5.20 Permits Schedule 5.21 Affiliated Transactions Schedule 5.23 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Schedule 5.25 Top 25 Customers Schedule 5.26 Bank Accounts Schedule 5.27 Names Schedule 7.16 Leases Schedule 10.1 Indemnification Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7Schedule 12.1 Xxxxxx Xxxx

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) A -- Form of Escrow Assignment and Acceptance Exhibit B -- Form of Note Exhibit C -- Form of Notice of Borrowing Exhibit D -- Form of Notice of Conversion/Continuation Exhibit E -- List of Closing Documents Exhibit F -- Form of Officer’s Certificate to Accompany Reports Exhibit G -- Sample Calculations of Financial Covenants Exhibit H -- Form of Collateral Assignment of Membership Interests Exhibit I -- Form of Environmental Indemnity Agreement Exhibit 2.2.1(b) J -- [Reserved] Exhibit K -- [Reserved] Exhibit L -- [Reserved] Exhibit M -- [Reserved] Exhibit N -- Form of Escrow Note U.S. Tax Compliance Certificates Exhibit 2.2.2 Form O -- [Reserved] Schedule 1.1 -- Allocations Schedule 1.1.4 -- Permitted Securities Options Schedule 1.1.5 -- Certain Agreements Restricting Liens Schedule 7.1-A -- Schedule of Employee Retention Escrow Organizational Documents Schedule 7.1-C -- Corporate Structure; Outstanding Capital Stock and Partnership Interests; Partnership Agreement Exhibit 6.7 Form Schedule 7.1-H -- Indebtedness for Borrowed Money; Contingent Obligations Schedule 7.1-I -- Pending Actions Schedule 7.1-P -- Existing Environmental Matters Schedule 7.1-Q -- ERISA Matters Schedule 7.1-T -- Insurance Policies SENIOR SECURED TERM LOAN AGREEMENT This Senior Secured Term Loan Agreement, dated as of Public Announcement Exhibit 6.8(aJune 8, 2016 (as amended, supplemented or modified from time to time, the “Agreement”), is entered into among WASHINGTON PRIME GROUP, L.P., a limited partnership organized under the laws of the state of Indiana, (the “Operating Partnership”), WTM STOCKTON, LLC, a limited liability company organized under the laws of the State of Delaware (the “Mall Owner”) Forms of Employment (together, and jointly and severally, the Operating Partnership and the Mall Owner, the “Borrowers”), THE HUNTINGTON NATIONAL BANK, a national banking association, not individually, but as “Administrative Agent” and “Lead Arranger”, and the several banks, financial institutions and other entities from time to time parties to this Agreement Exhibit 7.2.7 Form of Non-Competition and Non-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7(collectively, the “Lenders”).

LIST OF EXHIBITS AND SCHEDULES. Exhibits Exhibit 2.2.1(a) A Assignment and Acceptance Exhibit B Assignment Notice Exhibit C Form of Escrow Notice of Borrowing Exhibit D Form of Perfection Certificate Exhibit E Form of Compliance Certificate Exhibit F Form of U.S. Tax Compliance Certificate Exhibit G Form of Joinder Exhibit H-1 Form of Global Intercompany Note Exhibit H-2 Form of Intercompany Subordination Agreement Exhibit 2.2.1(b) I Form of Escrow Note Pledge Agreement Exhibit 2.2.2 J Form of Employee Retention Escrow Security Agreement Exhibit 6.7 K Form of Public Announcement Liquidity Covenant Certificate Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 L Form of Non-Competition and Non-Solicitation Agreement Solvency Certificate Exhibit 7.2.10 M Form of Opinion Acceptance and Prepayment Notice Exhibit N Form of Counsel Company Disclosure Discount Range Prepayment Notice Exhibit O Form of Discount Range Prepayment Offer Exhibit P Form of Solicited Discounted Prepayment Notice Exhibit Q Form of Solicited Discounted Prepayment Offer Exhibit R Form of Specified Discount Prepayment Notice Exhibit S Form of Specified Discount Prepayment Response Exhibit T Form of Term Note Schedules Schedule 1.1 Commitments of Lenders Schedule 2.1 Pro Forma Calculations 6.3 Conditions Subsequent Schedule 2.3(c8.2 Deposit Accounts, Securities Accounts and Commodity Accounts Schedule 9.1.4 Names and Capital Structure Schedule 9.1.10 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.15 Litigation Schedule 9.1.19 Labor Relations Schedule 9.1.29 Immaterial Subsidiaries Schedule 9.1.31 Insurance Schedule 10.2.4 Existing Investments Schedule 10.4.1 Cash Management Banks CREDIT AND GUARANTY AGREEMENT THIS CREDIT AND GUARANTY AGREEMENT is dated as of January 23, 2024 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), by and among (a) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements CORE SCIENTIFIC, INC., a Delaware corporation, (the “Borrower”), (b) each SUBSIDIARY GUARANTOR (as hereinafter defined) and the other Guarantors (as hereinafter defined) party hereto from time to be Terminated Schedule 7.2.9 List of Agreements time, each as a Guarantor, (c) each Person party hereto from time to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection time as a LENDER (as hereinafter defined), and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified (d) WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and in its capacity as collateral agent for the Secured Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7(in such capacity, the “Collateral Agent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) A Assignment Agreement Exhibit B Notes Exhibit C Notice of Borrowing Exhibit D Swingline Request Exhibit E Notice of Conversion or Continuation Exhibit F Compliance Certificate Exhibit G Collateral Update Certificate Exhibit H Increased Facility Activation Notice Exhibit I Form of Escrow New Lender Supplement Exhibit J First Lien Guaranty and Security Agreement Exhibit 2.2.1(b) Form of Escrow Note Exhibit 2.2.2 Form of Employee Retention Escrow K Intercreditor Agreement Exhibit 6.7 Form of Public Announcement L U.S. Tax Certificate Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 Form of Non-Competition M Affiliated Lender Assignment and Non-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure Assumption Schedule I Commitments Schedule 2.1 Pro Forma Calculations II Approved Foreign Commercial Banks Schedule 2.3(c) Preliminary Closing Balance Sheet III Equity Redemption Schedule IV Foreign Restructuring Schedule 4.2 Third Party Consents Schedule 4.3 Required Consents Capitalization Schedule 4.6 Tax Returns 4.16 Title to Properties and Mortgages Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre7.13 Post-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit Deliveries Schedule 8.1 Prior Indebtedness Schedule 8.2 Prior Liens Schedule 8.3 Prior Investments Schedule 8.9 Affiliate Transactions THIS FIRST LIEN CREDIT AGREEMENT, DATED AS OF JUNE 7, 2011, IS ENTERED INTO AMONG SRAM, LLC, A DELAWARE LIMITED LIABILITY COMPANY (THE “BORROWER”), SRAM HOLDINGS, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“HOLDINGS”), THE LENDERS (AS DEFINED BELOW), THE L/C ISSUERS (AS DEFINED BELOW) AND JPMORGAN CHASE BANK, N.A. (“JPMORGAN CHASE BANK”), AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT FOR THE LENDERS AND THE L/C ISSUERS (IN SUCH CAPACITY, AND TOGETHER WITH ITS SUCCESSORS AND PERMITTED ASSIGNS, THE “ADMINISTRATIVE AGENT”). The parties hereto agree as follows:

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) A: Plan Summary Term Sheet Exhibit B: Post-Bankruptcy GGP Corporate Structure Exhibit C-1: Brookfield Agreement Exhibit C-2: Pershing Agreement Exhibit D: REIT Representation Letter Exhibit E: GGO Assets Exhibit F: Form of Escrow Approval Order Exhibit G: Form of Warrant Agreement Exhibit 2.2.1(b) H: [Intentionally Omitted] Exhibit I: [Intentionally Omitted] Exhibit J: Form of Escrow Note REIT Opinion Exhibit 2.2.2 Form of Employee Retention Escrow Agreement K: [Intentionally Omitted] Exhibit 6.7 Form of Public Announcement L: [Intentionally Omitted] Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 M: Form of Non-Competition and Non-Solicitation Control Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure N: Certain REIT Investors Schedule Schedule 2.1 I: GGO and GGP Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended Rata Shares INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate Defined Term Page 2006 Bank Loan 56 Act 40 Additional Financing 46 Additional Sales Period 56 Adequate Reserves 23 Affiliate 57 Agreement 1 Appraisal Shares 5 Articles of Merger Anticipated Debt Paydowns 46 Approval Motion 29 Approval Order 29 Asset Sales 47 Backstop Commitment 7 Backstop Consideration 8 Bankruptcy Cases 1 Average Share Price 5 Balance Sheet Date 14 Base Bankruptcy Code 1 Bankruptcy Court 1 Blue Sky 40 Brookfield Agreement 2 Brookfield Backstop Commitment 7 Brookfield Consortium Member 57 Brookfield Investor 2 Business Day 57 Capital Raising Activities 57 Cash Amount 3 business day 56 Certificate 3 Equivalents 57 Change of Recommendation 39 Control 57 Chapter 11 1 Claims 58 Closing 1 Closing Balance Sheet 9 3 Closing Date 1 4 Closing Date NWC 8 Net Debt 58 Closing Share Price 4 Date Net Debt W/O Reinstatement Adjustment and Permitted Claims Amounts 58 Closing Restraint 55 Code 11 Collection and Use 28 17 Common Stock 1 Company 1 Company Common Shares 2 Benefit Plan 59 Company Board 59 Company Disclosure Schedule 11 Letter 9 Company Intellectual Ground Lease Property 26 21 Company Lease Mortgage Loan 22 Company Option Plans 10 Company Properties 19 Company Licensed Intellectual Property 26 19 v Company Property Lease 21 Company Rights Offering 4 Company SEC Reports 14 Competing Transaction 59 Conclusive Net Debt Adjustment Statement 59 Confirmation Order 43 Confirmed Debtors 67 Contract 60 Conversion Shares 60 Corporate Level Debt 60 Debt 60 Debtors 1 Designation Conditions 3 DIP Loan 60 Disclosure Statement 60 Disclosure Statement Order 43 Dispute Notice 38 Disputed Items 38 Effective Date 3 Eligible Holder 6 Encumbrances 19 Environmental Laws 16 Equity Exchange 1 Equity Securities 11 ERISA 60 ERISA Affiliate 17 Essential Assets 60 Excess Surplus Amount 61 Exchangeable Notes 61 Excluded Claims 61 Excluded Non-US Plans 17 Expiration Time 7 Fairholme 62 Foreign Plan 17 Fully Diluted Basis 62 GAAP 62 GGO 2 GGO Backstop Limit 7 GGO Common Share Amount 62 GGO Common Stock 5 GGO Minimum Allocation Right 7 GGO Note Amount 62 GGO Per Share Purchase Price 6 GGO Pro Rata Share 63 GGO Promissory Note 63 GGO Purchase Price 63 GGO Representative 5 GGO Rights Offering 6 GGO Rights Offering Shares 6 GGO Setup Costs 63 GGO Share Distribution 6 GGO Shares 63 GGO Warrants 30 GGP 1 GGP Pro Rata Shares 63 Governmental Entity 63 Hazardous Materials 16 Xxxxxx Agreement 64 Xxxxxx Amount 63 Xxxxxx Heirs Obligations 64 Identified Assets 5 Indebtedness 64 Indemnity Cap 39 Initial Investors 2 Investment Agreements 2 Joint Venture 64 Knowledge 64 Law 64 Liquidity Equity Issuances 64 Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 65 Material Contract 65 Material Lease 21 Measurement Date 10 Most Recent Statement 19 MPC Assets 66 MPC Tax Reserve 66 MPC Taxes 66 Net Debt Excess Amount 66 Net Debt Surplus Amount 66 New Common Stock 1 New Debt 46 New Warrants 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Control Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 66 Non-Controlling Properties 66 NYSE 30 Offering Premium 67 Operating Partnership 67 PBGC 17 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Purchase Price 3 Permitted Claims 67 Permitted Claims Amount 67 Permitted Replacement Shares 67 Permitted Title Exceptions 19 Pershing Agreement 2 Pershing Backstop Commitment 7 Pershing Purchasers 2 Person 56 67 Petition Date 1 Plan 18 Pre-Closing Balance 1 Plan Debtors 67 Plan Summary Term Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 1 PMA Claims 67 Preliminary Closing Date NWC 8 Net Debt Review Deadline 68 Preliminary Closing Date Net Debt Review Period 68 Preliminary Closing Date Net Debt Schedule 38 Proportionally Consolidated Debt 68 Proportionally Consolidated Unrestricted Cash 68 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Approval Order 29 Proposed Securities 31 Purchase Group 68 Purchase Notice 8 Purchase Price 3 Purchaser 1 Purchaser Debt Holdings 60 Record Date 6 Refinance Cap 48 Reinstated Amounts 46 Reinstatement Adjustment Amount 68 Reinstatement Amount 68 REIT 24 REIT Subsidiary 24 Reorganized Company 1 Reorganized Company Organizational Documents 36 Reserve 67 Reserve Surplus Amount 69 Resolution Period 38 Right 6 Rights Agreement 69 Rights Offering Election 4 Xxxxx Bonds 69 Rule 144 41 Sales Cap 48 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 14 Securities Act 14 Share Cap Number 46 Share Equivalent 69 Shares 3 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax Subsidiaries 69 Specified Debt 69 Subscription Agent 7 Subscription Right 31 Subsidiary 69 Synthetic Lease Obligation 64 Target Net Debt 69 Tax Protection Agreements 69 Tax Return 24 Taxes 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 70 Total Current Assets Unsubscribed Shares 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7Transactions 70 TRUPS 70 Unrestricted Cash 70 Unrestricted Date 40 Unsecured Indebtedness 70 UPREIT Units 70 Warrant Agreement 29 Warrants 29 STOCK PURCHASE AGREEMENT, dated as of March 31, 2010 (this “Agreement”), by and between General Growth Properties, Inc., a Delaware corporation (“GGP”), and The Xxxxxxxxx Xxxx, a series of Fairholme Funds, Inc., a Maryland corporation (“The Xxxxxxxxx Xxxx”) and Fairholme Focused Income Fund, a series of Fairholme Funds, Inc., a Maryland corporation, (each, together with its permitted nominees and assigns, a “Purchaser”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) A Base Balance Sheet Exhibit B Form of Escrow Consignment Agreement Exhibit 2.2.1(b) C Form of Escrow Note Cooperation Agreement Exhibit 2.2.2 D Inventory Purchase Agreement (without exhibits) Exhibit E Form of Employee Retention Escrow Agreement KAV Senior Subordinated Note - A Exhibit 6.7 F Form of Public Announcement KAV Senior Subordinated Note - B Exhibit 6.8(a) Forms of Employment Agreement G Miramar Sale Term Sheet Exhibit 7.2.7 H Miramar Lease Term Sheet Exhibit I Form of Non-Competition and Non-Solicitation Agreement Exhibit 7.2.10 J Form of Pearland Real Estate Purchase Agreement Exhibit K Form of Transition Services Agreement Exhibit L Form of Van Nuys Lease Assignment Agreement Exhibit M Form of License Agreement Exhibit N Form of Opinion of Seller's Counsel Company Disclosure Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Exhibit O Mezzanine Debt Term Sheet Schedule 4.3 Required Consents 1.1(a) Consigned Inventory Investments Schedule 2.2 Excluded Assets Schedule 2.3 Assumed Contracts Schedule 2.8 Assumed Liabilities Schedule 2.9 Excluded Liabilities Schedule 3.4 Kellxxxxx Xxxlations Schedule 4.1 Foreign Qualifications Schedule 4.4 Corporate Information Schedule 4.5 Liens on Capital Stock Schedule 4.6 Tax Returns Violations Schedule 7.2.6 Certain Employees 4.7 Subsidiaries Schedule 7.2.8 List of Agreements to be Terminated 4.8 Financial Statements Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 4.9 Changes Since the Current Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change Schedule 4.10 Certain Liabilities Schedule 4.11 Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Real Estate Schedule 4.14(a) Title and Condition of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection Assets Schedule 4.14(b) Consigned Inventory Schedule 4.14(c) Consigned Inventory Locations Schedule 4.14(d) Vehicles Schedule 4.16 Employees Schedule 4.17 Employee Benefit Plans Schedule 4.18 Tax Matters Schedule 4.19 Insurance Policies Schedule 4.21 Permits and Use 28 Company 1 Company Common Shares 2 Company Disclosure Approvals Schedule 11 Company 4.22 Affiliated Transactions 60 Schedule 4.23 Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Schedule 4.24 Contracts Schedule 4.26 Product Warranties and Rebates Schedule 5.1(a) Conduct of Business Pending the Acquisition Schedule 5.1(b) Contact Telephone Numbers and E-Mail Addresses Schedule 6.10 Employee Matters Schedule 8.4 Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7Litigation

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) A: Plan Summary Term Sheet Exhibit B: Post-Bankruptcy GGP Corporate Structure Exhibit C-1: Brookfield Agreement Exhibit C-2: Pershing Agreement Exhibit D: REIT Representation Letter Exhibit E: GGO Assets Exhibit F: Form of Escrow Approval Order Exhibit G: Form of Warrant Agreement Exhibit 2.2.1(b) H: [Intentionally Omitted] Exhibit I: [Intentionally Omitted] Exhibit J: Form of Escrow Note REIT Opinion Exhibit 2.2.2 Form of Employee Retention Escrow Agreement K: [Intentionally Omitted] Exhibit 6.7 Form of Public Announcement L: [Intentionally Omitted] Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 M: Form of Non-Competition and Non-Solicitation Control Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure N: Certain REIT Investors Schedule Schedule 2.1 I: GGO and GGP Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended Rata Shares INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal Defined Term Page 2006 Bank Loan 66 Act 50 Additional Financing 56 Additional Sales Period. 66 Adequate Reserves 33 Affiliate 67 Agreement 11 Anticipated Debt Paydowns 56 Approval Motion 39 affiliate 56 Approval Order 39 Asset Sales 57 Backstop Commitment. 17 Backstop Consideration 18 Bankruptcy Cases. 11 Bankruptcy Code 11 Bankruptcy Court 11 Blue Sky 50 Brookfield Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base 12 Brookfield Backstop Commitment 17 Brookfield Consortium Member 67 Brookfield Investor 12 Business Day 67 Capital Raising Activities 67 Cash Amount 3 business day 56 Certificate 3 Equivalents 67 Change of Recommendation 39 Control 67 Chapter 11 11 Claims 68 Closing 1 13 Closing Balance Sheet 9 Date. 14 Closing Date 1 Net Debt 68 Closing Date NWC 8 Net Debt W/O Reinstatement Adjustment and Permitted Claims Amounts 68 Closing Share Price 4 Restraint 65 Code 27 Common Stock. 11 Collection and Use 28 Company 1 11 Company Common Shares 2 Benefit Plan 69 Company Board 69 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease Letter 19 Company Licensed Intellectual Ground Lease Property 31 Company Mortgage Loan 32 Company Option Plans 20 Company Properties 29 Company Property 29 Company Property Lease 31 Company Rights Offering 14 Company SEC Reports 24 Competing Transaction 69 Conclusive Net Debt Adjustment Statement 69 Confirmation Order 53 Confirmed Debtors. 77 Contract 70 Conversion Shares 70 Corporate Level Debt 70 Debt 70 Debtors 11 Designation Conditions 13 DIP Loan 70 Disclosure Statement 70 Disclosure Statement Order 53 Dispute Notice 48 Disputed Items 48 Effective Date 13 Eligible Holder 16 Encumbrances 29 Environmental Laws 26 Company Equity Exchange 11 Equity Securities 21 ERISA 70 ERISA Affiliate 27 Essential Assets 70 Excess Surplus Amount 71 Exchangeable Notes 71 Excluded Claims 71 Excluded Non-US Plans 27 Expiration Time 17 Fairholme 72 Foreign Plan 27 Fully Diluted Basis 72 GAAP 72 GGO 12 GGO Backstop Limit 17 GGO Common Share Amount 72 GGO Common Stock 15 GGO Minimum Allocation Right 17 GGO Note Amount 72 GGO Per Share Purchase Price 16 GGO Pro Rata Share 73 GGO Promissory Note 73 GGO Purchase Price 73 NY12528:446102.3 GGO Representative 15 GGO Rights Offering 16 GGO Rights Offering Shares 16 GGO Setup Costs 73 GGO Share Distribution 16 GGO Shares 73 GGO Warrants 40 GGP. 11 GGP Pro Rata Shares 73 Governmental Entity 73 Hazardous Materials 26 Xxxxxx Agreement 74 Xxxxxx Amount 73 Xxxxxx Heirs Obligations 74 Identified Assets. 15 Indebtedness 74 Indemnity Cap 49 Initial Investors 12 Investment Agreements 12 Joint Venture 74 Knowledge 74 Law 74 Liquidity Equity Issuances 74 Liquidity Target 56 Material Adverse Effect 75 Material Contract 75 Material Lease 31 Measurement Date 20 Most Recent Statement 29 MPC Assets 76 MPC Tax Reserve 76 MPC Taxes. 76 Net Debt Excess Amount 76 Net Debt Surplus Amount 76 New Common Stock 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 New Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 New Warrants 40 Non-Disclosure Control Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 76 Non-Controlling Properties 76 NYSE 40 Offering Premium 77 Operating Partnership 77 PBGC 27 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Purchase Price 13 Permitted Claims 77 Permitted Claims Amount 77 Permitted Replacement Shares 77 Permitted Title Exceptions 29 Pershing Agreement 12 Pershing Backstop Commitment 17 Pershing Purchasers 12 Person 56 77 Petition Date. 11 Plan 18 Pre-Closing Balance 11 Plan Debtors 77 Plan Summary Term Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 11 PMA Claims. 77 Preliminary Closing Date NWC 8 Net Debt Review Deadline 78 Preliminary Closing Date Net Debt Review Period 78 Preliminary Closing Date Net Debt Schedule 48 Proportionally Consolidated Debt. 78 Proportionally Consolidated Unrestricted Cash. 78 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives Approval Order 39 Restricted Transaction 39 Returns 23 Review Proposed Securities 41 Purchase Notice 8 18 Purchase Price 13 Purchaser 11 Purchaser Debt Holdings 70 Record Date 16 Refinance Cap 58 Reinstated Amounts 56 Reinstatement Adjustment Xxxxxx 00 Xxxxxxxxxxxxx Xxxxxx. 78 REIT 34 REIT Subsidiary. 34 Reorganized Company 11 Reorganized Company Organizational Documents 46 Reserve 77 Reserve Surplus Amount 79 Resolution Period 48 Right 16 Rights Agreement 79 Rights Offering Election 14 Xxxxx Bonds 79 Rule 144 51 Sales Cap 58 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 24 Securities Act 24 Share Cap Number 56 Share Equivalent 79 Shares 13 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Subsidiaries 79 Specified Debt 79 Subscription Agent. 17 Subscription Right 41 Subsidiary 79 Synthetic Lease Obligation 74 Target Net Debt. 79 Tax Contest 52 taxes 23 Technology 26 Protection Agreements. 79 Tax Return 34 Taxes 33 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 80 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7Unsubscribed Shares 17 Transactions 80 TRUPS 80 Unrestricted Cash 80 Unrestricted Date 50 Unsecured Indebtedness. 80 UPREIT Units 80 Warrant Agreement 39 Warrants 39 - x - STOCK PURCHASE AGREEMENT, dated as of March 31, 2010 (this “Agreement”), by and between General Growth Properties, Inc., a Delaware corporation (“GGP”), and The Xxxxxxxxx Xxxx, a series of Fairholme Funds, Inc., a Maryland corporation (“The Xxxxxxxxx Xxxx”) and Fairholme Focused Income Fund, a series of Fairholme Funds, Inc., a Maryland corporation, (each, together with its permitted nominees and assigns, a “Purchaser”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) A Revolver Note Exhibit C Assignment and Acceptance Exhibit D Assignment Notice Exhibit E Borrowing Base Certificate Exhibit F Compliance Certificate Exhibit G Notice of Borrowing Exhibit H Notice of Conversion/Continuation Exhibit I Form of Escrow Agreement Exhibit 2.2.1(b) Form Joinder Schedule 1.1 Revolver Commitments of Escrow Note Exhibit 2.2.2 Form Lenders* Schedule 7.1 Commercial Tort Claims Schedule 7.4 Mortgages* Schedule 8.5 Deposit Accounts* Schedule 8.6.1 Locations of Employee Retention Escrow Agreement Exhibit 6.7 Form of Public Announcement Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 Form of Non-Competition Collateral Schedule 9.1.4 Names and Non-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure Capital Structure Schedule 9.1.11 Patents, Trademarks, Copyrights and Licenses* Schedule 2.1 Pro Forma Calculations 9.1.14 Environmental Matters* Schedule 2.3(c) Preliminary Closing Balance Sheet 9.1.15 Burdensome Contracts Schedule 4.3 Required Consents 9.1.16 Litigation* Schedule 4.6 Tax Returns 9.1.18 Pension Plans Schedule 7.2.6 Certain Employees 9.1.20 Labor Contracts Schedule 7.2.8 List of Agreements to be Terminated 10.2.1 Existing Debt* Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure 10.2.2 Existing Liens Schedule 10.2.5 Permitted Investments Schedule 10.2.7 Permitted Asset Dispositions* Schedule 10.2.15 Restrictive Agreements* Schedule 10.2.18 Existing Affiliate Transactions Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Mandatory Costs Schedule 11.1 Events not Constituting an Event of Default * Schedules denoted with an asterisk have been updated pursuant to Section 15.19 of this Agreement. SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of November 15, 2013 (this “Agreement”), among COMMERCIAL VEHICLE GROUP, INC., a Delaware corporation (the “Company”), each other Borrower (as herein defined) from time to time party hereto (together, with the Company, collectively, “Borrowers”), the financial institutions party to this Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as agent for Lenders (“Agent”)

LIST OF EXHIBITS AND SCHEDULES. Exhibits: Exhibit 2.2.1(a) A – Definitions Exhibit B-1 – Form of Escrow Seller Non-Compete Agreement (Kxxxxxxxx) Exhibit B-2 – Form of Seller Non-Compete Agreement (Hemmelgarn) Exhibit C - Lock-Up Agreement Exhibit 2.2.1(b) Form of Escrow Note Exhibit 2.2.2 Form of Employee Retention Escrow Agreement Exhibit 6.7 Form of Public Announcement Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 Form of Non-Competition and Non-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company D - Guaranty Disclosure Schedules: Disclosure Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c1.2(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal – Sellers and Ownership Interest Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 3.2(c) – Capitalization; Directors and Officers Disclosure Schedule 3.2(e) – No Conflict Disclosure Schedule 3.2(f) – Financial Statements Disclosure Schedule 3.2(g) – Liabilities Disclosure Schedule 3.2(h)(i) – Accounts Receivable Disclosure Schedule 3.2(h)(iii) – Accounts Payable Disclosure Schedule 3.2(i) – Litigation Disclosure Schedule 3.2(j)(xiv) – Taxes Disclosure Schedule 3.2(j)(xix) – Tax Deficiencies Disclosure Schedule 3.2(k)(ii) – Leased Real Property Disclosure Schedule 3.2(l)(i) – Intellectual Property Disclosure Schedule 3.2(l)(ii) – Intellectual Property Exceptions Disclosure Schedule 3.2(l)(iv) – Company Intellectual Property 26 Company Lease 19 Company Licensed Payments Disclosure Schedule 3.2(l)(xiii) – Intellectual Property 26 Company Material Violations Disclosure Schedule 3.2(o)(ii) – Applicable Laws Disclosure Schedule 3.2(o)(iii) – Governmental Notices Disclosure Schedule 3.2(r) – Environmental Matters Disclosure Schedule 3.2(s)(i) – FDA Exceptions Disclosure Schedule 3.2(s)(iii) – Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Event and Complaint Review and Analysis Reports Disclosure Schedule 3.2(s)(v) – Recalls and Notices Disclosure Schedule 3.2(t) – Health Care Professionals Disclosure Schedule 3.2(u) – Restrictions on Business Disclosure Schedule 3.2(w) – Employees Disclosure Schedule 3.2(x)(i) – Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Disclosure Schedule 3.2(y) – Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7Schedule 3.2(z) – Transactions with Affiliates Disclosure Schedule 3.2(aa) – Absence of Changes Disclosure Schedule 3.2(bb) – Insurance Disclosure Schedule 3.2(cc) – Largest Suppliers and Customers Disclosure Schedule 3.2(dd) – Standard Terms and Conditions for Company Products Disclosure Schedule 4.8 – Liens EXHIBIT A

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) A Note Exhibit B Intercreditor Agreement Exhibit C Assignment and Acceptance Exhibit D Assignment Notice Exhibit E Security Agreement Exhibit F Intellectual Property Security Agreement Exhibit G Guaranty Supplement Exhibit H Borrowing Base Certificate Exhibit I Compliance Certificate Exhibit J Lien Waiver Exhibit K Closing Checklist Exhibit L Form of Escrow Mortgage Exhibit M Form of Deposit Account Control Agreement Exhibit 2.2.1(b) Form N Notice of Escrow Note Borrowing Exhibit 2.2.2 Form O Notice of Employee Retention Escrow Agreement Conversion/Continuation Exhibit 6.7 Form P UK Debenture Schedule 1.1 Commitments of Public Announcement Exhibit 6.8(a) Forms Lenders Schedule 1.2 Additional Borrowers Schedule 1.3 Subsidiary Guarantors Schedule 1.4 Foreign Subsidiaries Schedule 1.5 Existing Letters of Employment Agreement Exhibit 7.2.7 Form of Non-Competition Credit Schedule 1.6 Mortgaged Property Schedule 1.7 Agent’s Office Schedule 1.8 Designated Real Property Schedule 1.9 Endorsements Schedule 1.10 Title Policies Schedule 8.5 Deposit Accounts Schedule 8.6.1 Business Locations Schedule 9.1.4 Names and Non-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure Capital Structure Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company 9.1.11 Intellectual Property 26 Claims Schedule 9.1.14 Environmental Matters Schedule 9.1.15 Restrictive Agreements Schedule 9.1.16 Litigation Schedule 9.1.18 ERISA (iii) Schedule 9.1.20 Labor Contracts Schedule 9.1.23 Surviving Debt Schedule 10.2.2 Existing Liens Schedule 10.2.5 Existing Investments Schedule 10.2.7 Existing Loans and Advances Schedule 10.2.16 Transactions with Affiliates EXECUTION VERSION LOAN AGREEMENT THIS LOAN AGREEMENT is dated as of July 2, 2009, among SOLO CUP COMPANY, a Delaware corporation (the “Company”), SOLO CUP OPERATING CORPORATION, a Delaware corporation (“SCOC” and, together with the Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow and each Restricted Subsidiary (other than any Foreign Subsidiary) that is listed on Schedule 1.2, as the same may be amended from time to time pursuant to Section 15.1.1(g), the “Borrowers”), the Subsidiary Guarantors (as hereinafter defined), the financial institutions party to this Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 Infrom time to time as lenders (collectively, “Lenders”), BANK OF AMERICA, N.A., a national banking association, as a co-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Noncollateral agent (in such capacity, a “Co-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 PreCollateral Agent”) and as administrative agent for the Lenders (in such capacity and, together with any successor in such capacity, the “Agent”), and GENERAL ELECTRIC CAPITAL CORPORATION (“GE Capital”), as a co-Closing Balance Sheet Date 42 Precollateral agent for the Lenders (together with the other Co-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7Collateral Agent, the “Collateral Agents”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) A Revolver Note Exhibit B Intentionally Omitted Exhibit C Assignment and Acceptance Exhibit D Assignment Notice Exhibit E Borrowing Base Certificate Exhibit F Compliance Certificate Exhibit G Notice of Borrowing Exhibit H Notice of Conversion/Continuation Exhibit I Form of Escrow Joinder Exhibit J Perfection Certificate Schedule 1.1 Revolver Commitments of Lenders Schedule 7.1 Commercial Tort Claims Schedule 8.5 Deposit Accounts Schedule 8.6.1 Locations of Collateral Schedule 9.1.4 Names and Capital Structure Schedule 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.14 Environmental Matters Schedule 9.1.15 Burdensome Contracts Schedule 9.1.16 Litigation Schedule 9.1.18 Pension Plans Schedule 9.1.20 Labor Contracts Schedule 10.1.15 Post Closing Covenants Schedule 10.2.1 Existing Debt Schedule 10.2.2 Existing Liens Schedule 10.2.6(I) Permitted Investments in Subsidiaries Schedule 10.2.6(II Permitted Investments as of the Effective Date Schedule 10.2.7 Permitted Asset Dispositions Schedule 10.2.15 Restrictive Agreements Schedule 10.2.18 Existing Affiliate Transactions Schedule 11.1 Events not Constituting an Event of Default Third AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of April 12, 2017 (this “Agreement”), among COMMERCIAL VEHICLE GROUP, INC., a Delaware corporation (the “Company”), each other Borrower (as herein defined) from time to time party hereto (together, with the Company, collectively, “Borrowers”), the financial institutions party to this Agreement Exhibit 2.2.1(b) Form of Escrow Note Exhibit 2.2.2 Form of Employee Retention Escrow Agreement Exhibit 6.7 Form of Public Announcement Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 Form of Non-Competition from time to time as lenders (collectively, “Lenders”), and Non-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended INDEX BANK OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7AMERICA, N.A., a national banking association, as agent for Lenders (“Agent”)

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) A: Plan Summary Term Sheet Exhibit B: Post-Bankruptcy GGP Corporate Structure Exhibit C-1: Brookfield Agreement Exhibit C-2: Fairholme Agreement Exhibit D: REIT Representation Letter Exhibit E: GGO Assets Exhibit F: Form of Escrow Approval Order Exhibit G: Form of Warrant Agreement Exhibit 2.2.1(b) H: [Intentionally Omitted] Exhibit I: [Intentionally Omitted] Exhibit J: Form of Escrow Note REIT Opinion Exhibit 2.2.2 Form of Employee Retention Escrow Agreement K: [Intentionally Omitted] Exhibit 6.7 Form of Public Announcement L: [Intentionally Omitted] Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 M: Form of Non-Competition and Non-Solicitation Control Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 N: Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended REIT Investors INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Defined Term Page 2006 Bank Loan 59 Act 43 Additional Financing 49 Additional Sales Period 59 Adequate Reserves 23 Affiliate 59 Agreement 1 Appraisal Shares 5 Articles of Merger Anticipated Debt Paydowns 49 Approval Motion 29 Approval Order 29 Asset Sales 49 Backstop Commitment 7 Backstop Consideration 8 Bankruptcy Cases 1 Average Share Price 5 Balance Sheet Date 14 Base Bankruptcy Code 1 Bankruptcy Court 1 Blue Sky 43 Brazilian Entities 59 Brookfield Agreement 2 Brookfield Backstop Commitment 7 Brookfield Consortium Member 59 Brookfield Investor 2 Business Day 59 Capital Raising Activities 59 Cash Amount 3 business day 56 Certificate 3 Equivalents 59 Change of Recommendation 39 Control 60 Chapter 11 1 Claims 60 Closing 1 Closing Balance Sheet 9 4 Closing Date 1 4 Closing Date NWC 8 Net Debt 60 Closing Share Price 4 Date Net Debt W/O Reinstatement Adjustment and Permitted Claims Amounts 61 Closing Restraint 57 CMPC 6 Code 11 Collection and Use 28 17 Common Stock 1 Company 1 Company Common Shares 2 Benefit Plan 61 Company Board 61 Company Disclosure Schedule 11 Letter 9 Company Intellectual Ground Lease Property 26 21 Company Lease Mortgage Loan 22 Company Option Plans 10 Company Properties 19 Company Licensed Intellectual Property 26 19 Company Property Lease 21 Company Rights Offering 4 Company SEC Reports 14 Competing Transaction 62 Conclusive Net Debt Adjustment Statement 62 Confirmation Order 46 Confirmed Debtors 69 Contract 62 Conversion Shares 62 Corporate Level Debt 62 Debt 62 Debtors 1 Designation Conditions 3 DIP Loan 63 Disclosure Statement 63 Disclosure Statement Order 46 Dispute Notice 40 Disputed Items 40 Effective Date 4 Eligible Holder 6 Encumbrances 19 Environmental Laws 16 Equity Exchange 1 Equity Securities 11 ERISA 63 ERISA Affiliate 17 Essential Assets 63 Excess Surplus Amount 63 Exchangeable Notes 63 Excluded Claims 63 Excluded Non-US Plans 18 Expiration Time 7 Fairholme Agreement 2 Fairholme Backstop Commitment 8 Fairholme Purchasers 2 Foreign Plan 18 Fully Diluted Basis 65 GAAP 65 GGO 2 GGO Agreement 35 GGO Backstop Limit 7 GGO Board 35 GGO Common Share Amount 65 GGO Common Stock 5 GGO Minimum Allocation Right 7 GGO Non-Control Agreement 65 GGO Note Amount 65 GGO Per Share Purchase Price 7 GGO Pro Rata Share 65 GGO Promissory Note 65 GGO Purchase Price 65 GGO Representative 5 GGO Rights Offering 6 GGO Rights Offering Shares 6 GGO Setup Costs 65 GGO Share Distribution 6 GGO Shares 66 GGO Warrants 30 GGP 1 GGP Pro Rata Share 66 Governmental Entity 66 Hazardous Materials 16 Xxxxxx Agreement 66 Xxxxxx Amount 65 Xxxxxx Heirs Obligations 66 Identified Assets 5 Indebtedness 66 Indemnity Cap 41 Initial Investor 2 Investment Agreements 2 Joint Venture 67 Knowledge 67 Law 67 Liquidity Equity Issuances 67 Liquidity Target 48 Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 67 Material Contract 68 Material Lease 22 Measurement Date 10 Most Recent Statement 19 MPC Assets 68 MPC Tax Reserve 68 MPC Taxes 68 Net Debt Excess Amount 68 Net Debt Surplus Amount 69 New Common Stock 1 New Debt 48 New Warrants 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Control Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 69 Non-Controlling Properties 69 NYSE 30 Offering Premium 69 Operating Partnership 69 PBGC 17 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Purchase Price 3 Permitted Claims 69 Permitted Claims Amount 70 Permitted Replacement Shares 70 Permitted Title Exceptions 19 Person 56 70 Petition Date 1 Plan 18 Pre-Closing Balance 1 Plan Debtors 69 Plan Summary Term Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 1 PMA Claims 69 Preliminary Closing Date NWC 8 Net Debt Review Deadline 70 Preliminary Closing Date Net Debt Review Period 70 Preliminary Closing Date Net Debt Schedule 40 Proportionally Consolidated Debt 70 Proportionally Consolidated Unrestricted Cash 70 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Approval Order 29 Proposed Securities 31 PSCM 1 Purchase Group 71 Purchase Notice 8 Purchase Price 3 Purchaser 1 Purchaser Board Designees 35 Purchaser GGO Board Designees 35 Purchaser Group Debt Holdings 62 Record Date 7 Refinance Cap 51 Reinstated Amounts 48 Reinstatement Adjustment Amount 71 Reinstatement Amount 71 REIT 24 REIT Subsidiary 24 Reorganized Company 1 Reorganized Company Organizational Documents 38 Reserve 70 Reserve Surplus Amount 71 Resolution Period 40 Right 7 Rights Agreement 71 Rights Offering Election 4 Xxxxx Bonds 71 Rule 144 43 Sales Cap 50 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 14 Securities Act 14 Share Cap Number 49 Share Equivalent 71 Shares 3 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Subsidiaries 71 Specified Debt 72 Subscription Agent 7 Subscription Right 31 Subsidiary 72 Synthetic Lease Obligation 66 Target Net Debt 72 Tax Contest 52 taxes 23 Technology 26 Protection Agreements 72 Tax Return 24 Taxes 24 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 72 Total Current Assets Unsubscribed Shares 8 Transactions 72 TRUPS 72 Unrestricted Cash 72 Unrestricted Date 42 Unsecured Indebtedness 72 Unsubscribed Shares 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working UPREIT Units 73 Warrant Agreement 29 Warrants 29 ix STOCK PURCHASE AGREEMENT, dated as of March 31, 2010 (this “Agreement”), by and between General Growth Properties, Inc., a Delaware corporation (“GGP”), and Pershing Square Capital Credit 7 Working Capital Deficit 7Management, L.P. (“PSCM”), on behalf of Pershing Square, L.P., a Delaware limited partnership, Pershing Square II, L.P., a Delaware limited partnership, Pershing Square International, Ltd. a Cayman Islands exempted company and Pershing Square International V, Ltd., a Cayman Islands exempted company, (each, except PSCM, together with its permitted nominees and assigns, a “Purchaser”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(aA Legal Description Exhibit B Representation Letter Exhibit C Audit Inquiry Letter Exhibit D Audit Response Letter Form Exhibit E Post-Closing Escrow Agreement Schedule 1.3.1 Escrow Agent’s Wire Instructions Schedule 3.3 Property Information Schedule 4.1.11 Tenant Leases and Subleases Schedule 4.1.11(a) Tenant Lease Defaults Schedule 4.1.13 Contracts Schedule 4.1.15 List of Existing Violations Schedule 5.4.1(a) Form of Tenant Estoppel Schedule 5.4.5 Form of ROFR Notice Schedule 5.4.6 Form of Ground Lessor Estoppel Certificate Schedule 5.6.1 Form of Deed Schedule 5.6.2 Form of Assignment of Ground Lease Schedule 5.6.3 Form of Xxxx of Sale and Assignment Schedule 5.6.4 Form of Assignment of Leases Index of Defined Terms Accounting Records 19 Inspections 6 Affidavit 6 Intangible Property 3 Agreement 1 Intrusive Inspections 7 Applicable Legal Bodies 13 Land 1 Assignment of Ground Lease 26 Lease Action 17 Assignment of Leases 27 Notice of Objection 22 Assumed Contracts 8 OFAC 10 Audited Year 19 Opening of Escrow 20 Xxxx of Sale and Assignment 26 Permits 2 Board 46 Personal Property 2 Board Approval Condition 46 Post-Closing Escrow Agreement Exhibit 2.2.1(b) Form of Escrow Note Exhibit 2.2.2 Form of Employee Retention Escrow Agreement Exhibit 6.7 Form of Public Announcement Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 Form of Non-Competition and Non-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Broker 40 Pre-Closing Balance Sheet Date 42 Default 36 Business Day 43 Pre-Closing Period 51 Defaults 36 Buyer 1 Preliminary Report 4 Buyer’s Knowledge 15 Proceeding 3 Buyer’s Reports 7 Property 1 CAM Charge(s) 30 Property Information 8 CAM Lease Year 31 Purchase Price 3 CERCLA 12 RCRA 12 Claims 16 Real Property 2 Closing Balance Sheet 7 Preliminary 4 Registered Company 19 Closing Date NWC 4 Representation Documents 15 Closing Statement 34 Required Title Condition 5 Xxxx 00 XXXX 0 Xxxxxxxxx 0 XXXX Notice 23 control 40 SEC Filings 19 Control 40 Seller 1 Current Billing Period 32 Seller Monetary Encumbrances 5 DDP Waiver Notice 9 Seller’s Knowledge 13 Deed 26 Seller’s Liability Cap 38 Deposit 3 Stub Period 19 Due Diligence Period 8 Proposed Subleases 2 Effective Date 1 Subtenants 2 Escrow 20 Survey 5 Escrow Agent 1 Survival Period 15 Exception Documents 4 Tenant 2 Existing Lender 18 Tenant Estoppel 22 Existing Loan 18 Tenant Estoppel Condition 23 Ground Lease 1 Tenant Leases 2 Ground Lessor 1 Tenant Notice 35 Ground Lessor Estoppel Certificate 24 Tenants 2 Hazardous Materials 12 Termination Notice 9 Holdback 35 Title Company 4 Improvements 2 Title Policies 23 Indemnified Claim 45 Title Review Period 5 Indemnitee 45 UCC Searches 4 Indemnitor 45 Violations 9 Initial Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock Date 4 Warranties 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS THIS PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (this “Agreement”) is entered into as of this 11th day of August, 2016 (the “Effective Date”), by and among CULLMAN POB III LLC, an Alabama limited liability company, as seller (“Seller”), GAHC4 CULLMAN AL MOB III, LLC, a Delaware limited liability company, as buyer (“Buyer”), and CHICAGO TITLE INSURANCE COMPANY, as escrow agent (in such capacity, “Escrow Agent”).

LIST OF EXHIBITS AND SCHEDULES. EXHIBITS Exhibit 2.2.1(a) A-1 Form of Escrow Assignment and Assumption Agreement Exhibit 2.2.1(b) A-2 Form of Escrow Note Assignment and Assumption of Distribution Easements Exhibit 2.2.2 A-3 Exhibit B Form of Employee Retention Escrow Assignment and Assumption of Transmission Easements Form of Xxxx of Sale Exhibit C Form of Special Warranty Deed Exhibit D Form of Seller’s Affidavit Exhibit E Form of Franchise Ordinance Exhibit F Form of FPL Termination Agreement Exhibit 6.7 G Reserved Exhibit H Reserved Exhibit I-1A Form of Public Announcement Airport Substation 5 Lease Agreement and Memorandum of Lease Exhibit 6.8(a) Forms I-1B Form of Employment Airport Substation 6 Lease Agreement and Memorandum of Lease Exhibit I-2 Form of Airport Warehouse Lease Agreement and Memorandum of Lease Exhibit J Current Form of Streetlight Agreement Exhibit 7.2.7 K Form of Non-Competition and Non-Solicitation Pole Attachment Agreement [Intentionally Omitted] Exhibit L-1 Form of Fiber License Agreement Exhibit 7.2.10 X-0 Xxxxxxx X-0 Form of Opinion Substation Easement Agreement Form of Counsel Company Disclosure Substation Equipment Operating and Dismantling Agreement Exhibit M Reserved Exhibit N Reserved Exhibit O Reserved Exhibit P Form of District License Exhibit Q Form of District Sublicense Exhibit R Substation 20 Transmission R/W Exhibit S Power Plant Site Property Description Exhibit T Grand Harbor Property Description Exhibit U Acquired Substations and Certain Other FPUA Joint Facilities Related Property Descriptions Exhibit V Reserved Exhibit W Reserved Exhibit X Reserved Exhibit Y Form of Grounding Lease Agreement SCHEDULES Schedule 1.1(17) Assumed Contracts Schedule 2.1 Pro Forma Calculations 1.1(50) Specific Customer Service Assets Schedule 2.3(c1.1(61) Preliminary Closing Balance Sheet Easements Schedule 4.3 Required Consents 1.1(81) Excluded Inventory Schedule 4.6 Tax Returns 1.1(88) Fiber Optic System Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company 1.1(127) Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Schedule 1.1(144) Specific Permitted Encumbrances Schedule 1.1(160) Radio Licenses Schedule 1.1(161) Real Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Schedule 1.1(184) Service Territory Schedule 1.1(196) Title Commitments Schedule 1.1(204) Vehicles Schedule 2.2(1) Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 for Seller to Provide Other Municipal or Utility Functions Schedule 3.6(d) Prorations Schedule 3.7(v) Estoppel Certificates from Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 PreSeller Parties to Assumed Contracts Schedule 3.7(w) Estoppel Certificates from Non-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Seller Parties to Real Property Interest Instruments Schedule 4.3 Seller Third-Party Claim 51 Consents Schedule 4.4 Reports Schedule 4.5 Certain Disclosed Liabilities to which Acquired Assets are Subject Schedule 4.6(a) Encumbrances Schedule 4.6(b) Encumbrances on Title to Tangible Personal Property Schedule 4.6(e)(i) Eminent Domain or Rezoning Actions Schedule 4.6(f) Rents, Fees, Royalties, Water Or Sewer Charges, Taxes or Assessments or Other Amounts Payable or Receivable Schedule 4.7 Acquired Assets Not in Sufficient Condition Schedule 4.7(b) Acquired Assets in Need of Repair Schedule 4.8 Insurance Schedule 4.9 Environmental, Licensing and Governmental Matters Schedule 4.9(j) Environmental Permits Schedule 4.10 Labor Matters Schedule 4.11(a) Benefit Plans Schedule 4.12 Acquired Assets not Located on Real Property Schedule 4.13 Material Seller Contracts Schedule 4.13(b) Other Contracts Schedule 4.14 Seller Legal Proceedings Schedule 4.15(a) Non-Environmental Permits Schedule 4.17 Tax Matters Schedule 4.18 Intellectual Property Schedule 5.3(a) Buyer Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7Consents Schedule 5.3(b) Buyer’s Required Regulatory Approvals Schedule 6.1(a) Interim Period Exceptions Schedule 6.4(a) Permitted Actions Schedule 6.10(a) Employees ASSET PURCHASE AND SALE AGREEMENT This ASSET PURCHASE AND SALE AGREEMENT (the “Agreement”), dated as of , 2017 (the “Date of this Agreement”), is made and entered into by and between the CITY OF VERO BEACH, FLORIDA, a municipal corporation organized under the laws of the State of Florida (“Seller”), and FLORIDA POWER & LIGHT COMPANY, a corporation organized under the laws of the State of Florida (“Buyer”). Seller and Buyer are referred to individually as a “Party,” and together as the “Parties.”

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(aA-1 Assignment Exhibit A-2 Assignment Notice Exhibit B Borrowing Base Report Exhibit C Compliance Certificate Exhibit D-1 U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships for U.S. Federal Income Tax Purposes) Form Exhibit D-2 U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships for U.S. Federal Income Tax Purposes) Exhibit D-3 U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships for U.S. Federal Income Tax Purposes) Exhibit D-4 U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships for U.S. Federal Income Tax Purposes) Schedule 1.1(a) Commitments of Escrow Agreement Exhibit 2.2.1(bLenders Schedule 1.1(b) Form of Escrow Note Exhibit 2.2.2 Form of Employee Retention Escrow Agreement Exhibit 6.7 Form of Public Announcement Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 Form of Non-Competition Permitted Holders Schedule 6.1 Subordinated Debt Schedule 8.5 Deposit Accounts Schedule 8.6.1 Business Locations Schedule 9.1.4 Names and Non-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure Capital Structure Schedule 9.1.5 Owned or Leased Real Estate Schedule 2.1 Pro Forma Calculations 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 2.3(c) Preliminary Closing Balance Sheet 9.1.14 Environmental Matters Schedule 4.3 Required Consents 9.1.15 Restrictive Agreements Schedule 4.6 Tax Returns 9.1.16 Litigation Schedule 7.2.6 Certain Employees 9.1.18 Pension Plans Schedule 7.2.8 List of Agreements to be Terminated 9.1.19 Trade Relations Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure 9.1.20 Labor Contracts Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre10.1.3 Post-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Matters Schedule 10.2.1 Existing Debt Schedule 10.2.2 Existing Liens Schedule 10.2.17 Existing Affiliate Transactions LOAN, SECURITY AND GUARANTEE AGREEMENT THIS LOAN, SECURITY AND GUARANTEE AGREEMENT (this “Agreement”) is dated as of August 7, 2023, among NATIONAL CINEMEDIA, LLC, a Delaware limited liability company (“NCM”, and together with any other Person from time to time designated as a borrower hereunder, collectively, the “Borrowers” and each, individually, a “Borrower”), the other Obligors from time to time party hereto, the financial institutions party to this Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7from time to time as Lenders, and CIT NORTHBRIDGE CREDIT LLC, a Delaware limited liability company (“CNC”), as agent for the Secured Parties (in such capacity, “Agent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a“A” Primary Leases (Identify the mineral leases and orders pertaining to the Xxxxx) Form EXHIBIT “B” XXXXX (INTERESTS OWNED BY [confidential information omitted] Exhibit “B-1” Xxxxx (Interests owned by San Antonio Gas & Oil, Inc. and Altex Resources, Inc.) Exhibit “B-3” Altex II Assets and liabilities Exhibit “C” Support Systems (Describe disposal xxxxx and disposal facilities together with any gathering and processing facilities) Exhibit “D” Surface Rights (Identify all Surface Leases, easements and rights-of-way) Exhibit “D-1” Fee Lands Exhibit “E” Contracts (Identify all material contracts such as joint operating agreements, farmout agreements, participation agreements, etc.) Exhibit “F” Allocated Values (For Purchase Price adjustment purposes and, if applicable, preferential purchase rights, allocated values for the assets should be specified) Exhibit “G” Assignment and Xxxx of Escrow Agreement Sale Exhibit 2.2.1(b) Form of Escrow Note Exhibit 2.2.2 Form of Employee Retention Escrow Agreement Exhibit 6.7 Form of Public Announcement Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 Form of “H” Non-Competition and Non-Solicitation Agreement Foreign Affidavit Exhibit 7.2.10 Form “I” Arbitration Schedule 3.1(b) Assumption of Opinion of Counsel Company Disclosure Altex II Liabilities Schedule 3.1(c) Shell Trading Portfolio Accounts Schedule 2.1 Pro Forma Calculations Schedule 2.3(c3.4(b) Preliminary Closing Balance Sheet Adjustment Xxxxx Schedule 4.3 Required Employees of Altex II (Compensation and Benefits) Schedule 10.4 Litigation Schedule 10.5 Material Change Schedule 10.7 Consents and Governmental Approvals Schedule 4.6 Tax Returns 10.8 Insurance Coverages Schedule 7.2.6 Certain Employees 10.10 Compliance with Law Schedule 7.2.8 List of Agreements to be Terminated 10.11 Authority for Expenditures Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure 10.13 Take-or-Pay Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government 10.14 Preferential Purchase Right Schedule 10.17 Marketing Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Schedule 10.18 Production Imbalances Schedule 10.22 Suspense Accounts Schedule 10.23 Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7Expenditures Schedule 10.24

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) A Revolver Note Exhibit C Assignment and Acceptance Exhibit D Assignment Notice Exhibit E Borrowing Base Certificate Exhibit F Compliance Certificate Exhibit G Notice of Borrowing Exhibit H Notice of Conversion/Continuation Exhibit I Form of Escrow Joinder Exhibit J Perfection Certificate Schedule 1.1 Revolver Commitments of Lenders Schedule 7.1 Commercial Tort Claims Schedule 8.5 Deposit Accounts Schedule 8.6.1 Locations of Collateral Schedule 9.1.4 Names and Capital Structure Schedule 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.14 Environmental Matters Schedule 9.1.15 Burdensome Contracts Schedule 9.1.16 Litigation Schedule 9.1.18 Pension Plans Schedule 9.1.20 Labor Contracts Schedule 10.1.15 Post Closing Covenants Schedule 10.2.1 Existing Debt Schedule 10.2.2 Existing Liens Schedule 10.2.6(I) Permitted Investments in Subsidiaries Schedule 10.2.6(II Permitted Investments as of the Effective Date Schedule 10.2.7 Permitted Asset Dispositions Schedule 10.2.15 Restrictive Agreements Schedule 10.2.18 Existing Affiliate Transactions Schedule 11.1 Events not Constituting an Event of Default THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of April 12, 2017 (this “Agreement”), among COMMERCIAL VEHICLE GROUP, INC., a Delaware corporation (the “Company”), each other Borrower (as herein defined) from time to time party hereto (together, with the Company, collectively, “Borrowers”), the financial institutions party to this Agreement Exhibit 2.2.1(b) Form of Escrow Note Exhibit 2.2.2 Form of Employee Retention Escrow Agreement Exhibit 6.7 Form of Public Announcement Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 Form of Non-Competition from time to time as lenders (collectively, “Lenders”), and Non-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended INDEX BANK OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7AMERICA, N.A., a national banking association, as agent for Lenders (“Agent”)

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) A -- Form of Escrow Assignment and Acceptance Exhibit B -- Form of Note Exhibit C -- Form of Notice of Borrowing Exhibit D -- Form of Notice of Conversion/Continuation Exhibit E -- List of Closing documents Exhibit F -- Form of Officer's Certificate to Accompany Reports Exhibit G -- Sample Calculations of Financial Covenants Exhibit H -- Form of Collateral Assignment of Membership Interests Exhibit I -- Form of Environmental Indemnity Agreement Exhibit 2.2.1(b) J -- [Reserved] Exhibit K -- [Reserved] Exhibit L -- [Reserved] Exhibit M -- [Reserved] Exhibit N -- Form of Escrow Note U.S. Tax Compliance Certificates Exhibit 2.2.2 Form O -- [Reserved] Schedule 1.1 -- Allocations Schedule 1.1.4 -- Permitted Securities Options Schedule 1.1.5 -- Certain Agreements Restricting Liens Schedule 7.1-A -- Schedule of Employee Retention Escrow Organizational Documents Schedule 7.1-C -- Corporate Structure; Outstanding Capital Stock and Partnership Interests; Partnership Agreement Exhibit 6.7 Form Schedule 7.1-H -- Indebtedness for Borrowed Money; Contingent Obligations Schedule 7.1-I -- Pending Actions Schedule 7.1-P -- Existing Environmental Matters Schedule 7.1-Q -- ERISA Matters Schedule 7.1-T -- Insurance Policies SENIOR SECURED TERM LOAN AGREEMENT This Senior Secured Term Loan Agreement, dated as of Public Announcement Exhibit 6.8(aJune 8, 2016 (as amended, supplemented or modified from time to time, the “Agreement”), is entered into among WASHINGTON PRIME GROUP, L.P., a limited partnership organized under the laws of the state of Indiana, (the "Operating Partnership"), WTM GLIMCHER, LLC, a limited liability company organized under the laws of the State of Delaware (the "Mall Owner") Forms (together, and jointly and severally, the Operating Partnership and the Mall Owner, the "Borrowers"), THE HUNTINGTON NATIONAL BANK, a national banking association, not individually, but as "Administrative Agent", and the several banks, financial institutions and other institutions from time to time parties hereto as Lenders, whether by execution of Employment this Agreement Exhibit 7.2.7 Form or an Assignment and Acceptance, the institutions from time to time a party hereto as Co-Agents, whether by execution of Nonthis Agreement or an Assignment and Acceptance, the other financial institutions listed on the cover page of this Agreement as "Joint Lead Arrangers", as joint lead arrangers and joint bookrunners, and the financial institutions listed on the cover page of this Agreement as "Co-Competition and NonSyndication Agents", as Co-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7Syndication Agents (collectively, the “Lenders”). R E C I T A L S

LIST OF EXHIBITS AND SCHEDULES. EXHIBITS: Exhibit 2.2.1(a) A Definitions Exhibit B Form of Escrow Agreement Restated Organizational Documents Exhibit 2.2.1(b) C Form of Escrow Note Exhibit 2.2.2 Form of Employee Retention Escrow Agreement Exhibit 6.7 Form of Public Announcement Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 Form of Non-Competition and Non-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure Schedule Related Agreements SCHEDULES: Schedules Concerning GHP Schedules Concerning Unity Schedule 2.1 Pro Forma Calculations Due Organization Schedule 2.3(c2.2 Consents and Approvals Schedule 2.3(b) Preliminary Closing Balance Sheet Conflicts Schedule 4.3 Required 2.4 Membership Schedule 2.5 Subsidiaries Schedule 2.6 Title to Assets Schedule 2.7(a) Financial Statements Schedule 2.7(b) Undisclosed Liabilities Schedule 2.9 Litigation Schedule 2.10(a) Material Contracts Schedule 2.10(b) Material Contract Consents Schedule 4.6 2.11 Indebtedness Schedule 2.12(a) Real Property Schedule 2.14(s) Compliance with Law; Permits Schedule 2.15 Affiliate Agreements Schedule 2.16 Brokers Schedule 2.17(a) Tax Returns Matters Schedule 7.2.6 Certain Employees 2.18(a), (b) Labor Matters Schedule 7.2.8 List of Agreements 2.20(a) Employee Benefit Plans Schedule 2.20(d) Employee Benefit Plans Schedule 2.21 Customers and Suppliers Schedule 3.1 Due Organization Schedule 3.2 Consents and Approvals Schedule 3.3(b) Conflicts Schedule 3.4 Capitalization Schedule 3.5 Subsidiaries Schedule 3.6 Title to be Terminated Assets Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 3.7(a) Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Schedule 3.7(b) Undisclosed Liabilities 16 Liability 16 Major Shareholders 1 Schedule 3.9 Litigation Schedule 3.10(a) Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Schedule 3.10(b) Material Contract Consents Schedule 3.11 Indebtedness Schedule 3.12(a), (b) Real Property Schedule 3.14(s) Compliance with Law; Permits Schedule 3.15 Affiliate Agreements Schedule 3.16 Brokers Schedule 3.17(a) Tax Matters Schedule 3.18(a), (b) Labor Matters Schedule 3.20(a) Employee Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 PreSchedule 3.20(d) Employee Benefit Plans Schedule 3.21 Customers and Suppliers Schedule 4.4 Brokers Schedule 5.4 Brokers EXCHANGE AGREEMENT This EXCHANGE AGREEMENT (this “Agreement”), dated as of December 18, 2015, is by and between Xxxxxxxxx Lutheran Health System, Inc., a Wisconsin non-Closing Balance Sheet Date 42 Preprofit corporation (“GHS”) and University Health Care, Inc., a Wisconsin non-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications profit member corporation f/k/a University Health Resources, Inc. (“UHC”). GHS and UHC are sometimes referred to herein individually as a “Party” and together as the “Parties.” Capitalized terms used in this Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7that are not otherwise defined shall have the meanings set forth in Exhibit A attached to this Agreement, which is incorporated in this Agreement as if fully set forth herein.

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) A Legal Description of the Projects Exhibit B Location of the Projects Exhibit C Form of Escrow Agreement Promissory Note Exhibit 2.2.1(b) D Allocated Loan Amounts Exhibit E Form of Escrow Note Assignment and Acceptance Exhibit 2.2.2 F List of Management Agreements Exhibit G Structure Chart Exhibit H Reserved Exhibit I Form of Employee Retention Escrow Agreement Interest Rate Protection Pledge Exhibit 6.7 Form of Public Announcement Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 Form of Non-Competition and Non-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure J Defeasance Schedule 1 Commitments Schedule 2 Guaranties Schedule 2.1 Pro Forma Calculations Advance Conditions Schedule 2.3(c2.3.5 Make Whole Breakage Amount Definitions Schedule 3.9.3 Northeast Portfolio Projects Schedule 5.3.4 Lead Based Paint Projects Schedule 5.3.5 O&M Plan Projects Schedule 5.3.6 UST Projects Schedule 5.3.7 Phase II Projects Schedule 4 Projects Schedule 9.14 Required Repairs Schedule 9.17 Post Closing Obligations (vi) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Abatement Budget 41 Abatement Plan 41 Abatement Program 41 ACM 42 Additional Advance 1 Additional Costs 24 Adjusted Operating Expenses 1 Adjusted Operating Revenues 1 Administrative Agent 1 Advance Date 1, 22 Affiliate 1 Agreement 1 Allocated Loan Amount 1 Alternate Base Rate 1 Alternate Base Rate Loans 2 Anti-Money Laundering Laws 2 Applicable Lending Office 2 Applicable Percentage 2 Appraisal Shares 5 Articles 2 Asbestos Operations & Maintenance Plans 42 Assignment and Acceptance 2 Assignment of Merger Contracts 2 Assignments of Rents and Leases 3 Bank Secrecy Act 3 Bankruptcy Party 57 Basle Accord 3 Borrower 1 Average Share Price 5 Balance Sheet Date 14 Base Borrower Party 3 Building 3 Buildings 3 Business Day 3 Capital Improvements Period 19 Capital Improvements Reserve 3 Capital Improvements Shortfall 20 Carve-Out Guaranty 3 Cash Amount Flow Sweep Event 3 business day 56 Certificate Cash Flow Sweep Release 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Cash on Cash Return 3 Casualty 37 Closing Date 1 Closing 4 Commitment 4 Contract Rate 4 Contribution Agreement 4 Control 4 Convert 4 Cross-Collateral Guaranty 4 Debt 4 Debt Service 5 Debt Service Coverage 5 Default Rate 5 Early Termination Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 29 Environmental Consultant 41 Environmental Laws 39 Eurodollar Business Day 6 Event of Default 56 Expense Fee 34 Federal Funds Rate 5 Financial Institution 5 First Mortgage 5 Form W-8BEN 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information Form W-8ECI 28 Debt 7 Determination Guarantors 5 Guaranty 5 Hazardous Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow 39 Hazardous Materials Indemnity Agreement 5 Interest Rate Protection Agreement 6 Employee Retention Pool Interest Rate Protection Pledge 6 Joinder Loan Documents 6 Lead Based Paint Operations and Maintenance Plan 41 Leases 6 Lender 1 Lenders 1 Libor-based Loans 6 Libor-based Rate 6, 25 Lien 6 Loan Documents 6 Loan Year 7 Loans 6 Lockout Period 18 LTV 7 Majority Lenders 7 Management Agreements 7 Manager Subordination Agreement 7 Managers 7 Maturity Date 7 Maximum Loan Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 7 Mortgage 7 Mortgage Security Documents 8 Net Cash Flow 8 Net Cash Flow Sweep 29 Net Operating Income 8 Note A 8 Note A and Note B Lockout Period 8, 18 Note A Interest Rate 8 Note A Loans 8 Note B 8 Note B Interest Rate 8 Note B Loans 9 Note C 9 Note C Amortization Date 18 Note C Interest Rate 9 Note C Loans 9 Note C Lockout Period 8 OFAC 9 Operating Expenses 9 Operating Revenues 10 Other Income 10 Partial Release 10 Partial Release Amount 10 Partial Release Notice 10 Participant 10 Patriot Act 10 Payment Date 11 Payor 11, 22 Permitted Encumbrances 11 Person 11 Pledge and Security Agreement 11 Pledgor 11 Portfolio 11 Potential Default 11 Primary Debt Obligation 11 Prime Rate 11 Principal Repayment Allocations 11 Projects 12 Proposed Lender 12, 28 Recourse Guaranties 12 Regulation D 12 Regulatory Change 12 Release Date 12 Rents 12 Replacement Costs 19 Requesting Lender 12, 28 Required Amount 19 Required Payment 22 Required Payment 12 Required Repairs 12 Second Mortgage 13 Secondary Debt Obligation 13 Secured Guaranty 13 Single Purpose Entity 13 Site Assessment 13 Specially Designated National and Blocked Persons 13 State 13 Substitute Loan 13 Substitute Project 33 Substitution Fee 34 Substitution Request 33 Survey Completion Date 41 Tax and Insurance Escrow Fund 39 Taxes 13 Term 14 Title Policy 14 Type 14 U.S. Person 14, 28 U.S. Taxes 28 Underwritten Income 14 LOAN AGREEMENT This Loan Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge (together with all exhibits, schedules, and attachments and as hereafter amended, this “Agreement”) is entered into as of 56 Letter November 30, 2005 among each of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7the entities that is a signatory hereto identified under the caption “BORROWERS” on the signature pages hereof (individually, a “Borrower” and, collectively, the “Borrowers”); each of the lenders that is a signatory hereto identified under the caption “LENDERS” on the signature pages hereof and each lender that becomes a “Administrative Agent” after the date hereof pursuant to Section 12.27.2 (individually, a “Lender” and, collectively, the “Lenders”); and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, “Administrative Agent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) "A" - List of Collateral Agreements Exhibit "A-1" - List of Ancillary Documents Exhibit "A-2" - Approved Budget Approval Exhibit "B" - Form of Escrow Agreement Borrower Estoppel Exhibit 2.2.1(b) "C" - Form of Escrow Assignment and Assumption of Mortgage Exhibit "D" - Form of Endorsement of Note Exhibit 2.2.2 "D-1" - List of Original Notes Exhibit "E" - Form of Employee Retention Escrow Agreement Assignment and Assumption of Collateral Agreements Exhibit 6.7 "F" - List of Tenants Exhibit "G" - Non-Foreign Status Affidavit Exhibit "H" - Form of Public Announcement Assignment and Assumption of Share Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 "H-1" - Form of Non-Competition Stock Power Exhibit "H-2" - Share Documents Schedule "1" - Representations and Non-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure Warranties Exception Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 "2" - List of Agreements to be Terminated Cash Collateral Accounts Schedule 7.2.9 "3" - Approved Budget Schedule "4" - List of Leases; Arrearage Schedule; Leasing Commissions; Security Deposits Schedule "5" - List of Service Agreements, Construction Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Construction Contract Information Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 "6" - Covenants Exception Schedule Schedule "7" - Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Expenditures Schedule "8" - List of Insurance Policies Schedule "9" - List of Borrower Affiliates Schedule "10" - Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7Materials Schedule "11" - ESG Information Book Schedule "12" - Title Letter AGREEMENT OF PURCHASE AND SALE AGREEMENT OF PURCHASE AND SALE (this "Agreement"), dated as of May ___, 1999, by and between XXXXX-000 XXXXX XXXXXX ASSOCIATES, L.P., a Delaware limited partnership, having an office c/o NBB Real Estate, Inc., 000 Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Seller"), and RECKSON OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, having an office c/o Reckson Associates Realty Corp., 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Purchaser").

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a“A” Primary Leases (Identify the mineral leases and orders pertaining to the Xxxxx) Form Exhibit “B” Xxxxx (Interests owned by [confidential information omitted]) Exhibit “B-1” Xxxxx (Interests owned by San Antonio Gas & Oil, Inc. and Altex Resources, Inc.) Exhibit “B-3” Altex II Assets and liabilities Exhibit “C” Support Systems (Describe disposal xxxxx and disposal facilities together with any gathering and processing facilities) Exhibit “D” Surface Rights (Identify all Surface Leases, easements and rights-of-way) Exhibit “D-1” Fee Lands Exhibit “E” Contracts (Identify all material contracts such as joint operating agreements, farmout agreements, participation agreements, etc.) Exhibit “F” Allocated Values (For Purchase Price adjustment purposes and, if applicable, preferential purchase rights, allocated values for the assets should be specified) Exhibit “G” Assignment and Xxxx of Escrow Agreement Sale Exhibit 2.2.1(b) Form of Escrow Note Exhibit 2.2.2 Form of Employee Retention Escrow Agreement Exhibit 6.7 Form of Public Announcement Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 Form of “H” Non-Competition and Non-Solicitation Agreement Foreign Affidavit Exhibit 7.2.10 Form “I” Arbitration Schedule 3.1 Assumption of Opinion of Counsel Company Disclosure Altex II Liabilities Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c3.4(b) Preliminary Closing Balance Sheet Adjustment Xxxxx Schedule 4.3 Required Employees of Altex II (Compensation and Benefits) Schedule 10.4 Litigation Schedule 10.5 Material Change Schedule 10.7 Consents and Governmental Approvals Schedule 4.6 Tax Returns 10.8 Insurance Coverages Schedule 7.2.6 Certain Employees 10.10 Compliance with Law Schedule 7.2.8 List of Agreements to be Terminated 10.11 Authority for Expenditures Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure 10.13 Take-or-Pay Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government 10.14 Preferential Purchase Right Schedule 10.17 Marketing Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Schedule 10.18 Production Imbalances Schedule 10.22 Suspense Accounts Schedule 10.23 Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7Expenditures Schedule 10.24

LIST OF EXHIBITS AND SCHEDULES. Exhibits: Exhibit 2.2.1(a) A-1 – Ground Lease Exhibit A-2 – Land Exhibit A-3 – Land Acquisition and Development Agreement Exhibit A-4 – Subway Agreement Exhibit A-5 – Project Agreement Exhibit B – Existing Leases Exhibit C – Form of Escrow Agreement Assignment of Ground Lease Exhibit 2.2.1(b) D – Form of Escrow Note Assignment and Assumption of Leases Exhibit 2.2.2 E – Form of Employee Retention Escrow Agreement Assignment and Assumption of Contracts Exhibit 6.7 F – Form of Public Announcement Assignment and Assumption of Project Documents Exhibit 6.8(a) Forms G – Form of Employment Agreement Seller’s Letter to Tenants Exhibit 7.2.7 H – Form of Seller’s Bring-Down Certificate Exhibit I – Form of Xxxx of Sale Exhibit J – Form of FIRPTA Certificate Exhibit K – Form of Non-Competition Multiple Dwelling Affidavit Exhibit L – Form of Purchaser’s Bring-Down Certificate Exhibit M – Form of Ground Lease Estoppel Exhibit N – Land Acquisition and Non-Solicitation Development Agreement Estoppel Exhibit O – Subway Agreement Estoppel Exhibit P – Project Agreement Estoppel Exhibit Q – E&Y Estoppel Exhibit R – Standard Tenant Form of Estoppel Certificate Exhibit S – Management Agreement Exhibit 7.2.10 T – Guaranty Exhibit U – Wire Instructions Exhibit V – Form of Opinion Owner’s Affidavit Exhibit W – Form of Counsel Company Disclosure Assignment and Assumption of Master Signage Agreement Schedules: Schedule 1.1.10 – Existing Contracts Schedule 2.1 Pro Forma Calculations 1.2.3 – Excluded Property Schedule 2.3(c4.2.8(i) Preliminary Closing Balance Sheet – Leasing Commissions Schedule 4.3 Required Consents 4.2.8(ii) – Tenant Allowances Schedule 4.6 4.2.14 – Revenue Support Payments Schedule 5.1.3 – Permitted Exceptions Schedule 6.1.9(i) – Tenant Claims Schedule 6.1.9 (ii) – Brokerage Agreements Schedule 6.1.9 (iii) – Rent Arrearages Schedule 6.1.14 – Tax Returns Appeals Schedule 7.2.6 Certain 6.1.15 – Employees Schedule 7.2.8 List 6.1.16 – Litigation Schedule 6.1.19 – Insurance Policies Schedule 6.1.22 – Utilities PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of Agreements to be Terminated Schedule 7.2.9 List the 17th day of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares November, 2006, by and between NO. 5 Articles TIMES SQUARE DEVELOPMENT LLC, a Delaware limited liability company (“Seller”) and AVR CROSSROADS LLC, a Delaware limited liability company (“Purchaser”). In consideration of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change the mutual promises, covenants and agreements hereinafter set forth and of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection other good and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge valuable consideration, the receipt and sufficiency of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7which are hereby acknowledged, Seller and Purchaser agree as follows:

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) A-1 Form of Escrow Agreement Revolving Credit Note Exhibit 2.2.1(b) A-2 Form of Escrow URI Term Note Exhibit 2.2.2 A-3 Form of Employee Retention Escrow Agreement Saxet Term Note Exhibit 6.7 B Form of Public Announcement Compliance Certificate Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 Form of Non-Competition and Non-Solicitation Agreement Exhibit 7.2.10 C Form of Opinion of Borrower's Counsel Company Disclosure Exhibit D Form of Notice Borrowing or Conversion Exhibit E Form of Affiliate Guaranty Agreement Exhibit F Form of Assignment and Assumption Agreement Exhibit G Form of Mortgage and Security Agreement Exhibit H Form of Assignment of Leases Schedule 3.1 Schedule 2.1 Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements Saxet Mortgaged Properties Subject to be Terminated Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Saxet Mortgage Documents on Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 5.4 Schedule of Subsidiaries Schedule 5.9 Schedule of Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Schedule 5.8 Tax Matters Schedule 5.10 Materials Furnished Schedule 5.11 Schedule of Issued and Outstanding Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 InSchedule 5.12 Changes in Condition Schedule 5.13(a) Schedule of Liens, Encumbrances, Indebtedness and Capitalized Lease Obligations Schedule 5.13(c) Restaurant Locations Schedule 5.14 Litigation Schedule 5.16 Indebtedness Schedule 5.17 Environmental Matters Schedule 8.4 Schedule of Insurance Schedule 9.5 Guarantees Schedule 9.10 The Franchise Program AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT This AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT is entered into as of November 4, 1997, by and among UNO RESTAURANTS, INC., a Massachusetts corporation ("URI"), SAXET CORPORATION, a Delaware corporation ("Saxet", and together with URI each a "Borrower" and collectively the "Borrowers"), UNO FOODS INC., a Massachusetts corporation ("UFI"), PIZZERIA UNO CORPORATION, a Delaware corporation ("PUC"), UNO RESTAURANT CORPORATION, a Delaware corporation ("URC"), URC HOLDING COMPANY, INC., a Delaware corporation ("UHC" and, together with UFI, PUC, URC and the Borrowers, hereinafter referred to collectively, as the "Loan Parties"), FLEET NATIONAL BANK, a national banking association ("Fleet"), BANKBOSTON, N.A., a national banking association ("BKB"), FLEET NATIONAL BANK, as Agent for the Banks referred to below (Fleet, together with its successors and assigns in such capacity, the "Agent") and BANKBOSTON, N.A., as Co-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 NonAgent for the Banks referred to below (BKB, together with its successors and assigns in such capacity, the "Co-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7Agent").

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(aA Sellers and Operations to be Sold Exhibit B-1 Land Exhibit B-2 Leased Real Property Exhibit C Definitions Exhibit D National Account Subcontract Exhibit E Retention Bonus Agreement Schedule 1.1(b) Form Permits Schedule 1.1(c) Equipment Schedule 1.1(d) Rolling Stock Schedule 1.1(f) Inventory Schedule 1.1(g) Business Names Schedule 5.3 Permits Schedule 5.4(a) Totality of Escrow Agreement Exhibit 2.2.1(bAssets Schedule 5.4(b) Form of Escrow Note Exhibit 2.2.2 Form of Employee Retention Escrow Agreement Exhibit 6.7 Form of Public Announcement Exhibit 6.8(aAssumed Leases Schedule 5.5(b) Forms of Employment Agreement Exhibit 7.2.7 Form of Non-Competition and Non-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Real Property Disclosure Schedule 5.6 Contracts Schedule 2.1 Pro Forma Calculations 5.7 Employees; Exceptions to “at will” Employment Schedule 2.3(c5.8(a) Preliminary Closing Balance Sheet Compliance with Law Schedule 4.3 5.8(b) Conflicts Schedule 5.8(c) Required Consents Schedule 4.6 Tax Returns 5.9 Taxes Schedule 7.2.6 Certain Employees 5.10 Litigation Schedule 7.2.8 5.11 Financial Statements Schedule 5.12 Conduct of Business Schedule 5.13(a) Hazardous Materials Schedule 5.13(b) Notices Relating to the Environment Schedule 5.13(c) List of Agreements Disposal Sites Schedule 5.16 Affiliate Relationships Schedule 5.17 Performance Bonds; Letters of Credit; Financial Assurances Schedule 5.18 Employment and Labor Matters 37 EXHIBIT A SELLERS AND OPERATIONS TO BE SOLD Seller Operations to be Terminated Schedule 7.2.9 List Sold BFI Waste Systems of Agreements North America, Inc. South Florida Assets: Miami MRF, BFI Waste Systems of Miami (Miami TS and Dade Hauling/Miami) E Leasing Company LLC Equipment and Rolling Stock S Leasing Company LLC Equipment and Rolling Stock EXHIBIT B-1 LAND Lots 4 through 23, Block 1, all of Amended Plat of Melrose Gardens, according to be the Plat thereof, recorded in Plat Book 7, Page 94, Public Records of Miami-Dade County, Florida; TOGETHER WITH: Lots 1 through 10, Lxx 00, xxx Xxxx 00 xxxxxxx 00, Xxxxx 2, all of Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement Plat of Melrose Gardens, according to the Plat thereof, recorded in Plat Book 7, Page 94, Public Records of Miami-Dade County, Florida; TOGETHER WITH: Lots 1 Appraisal Shares 5 Articles through 4, the South 25 feet of Merger Lxx 0, Xxxx 0 through 10, and Lots 18 through 21, less the Easterly 10 feet of said Lots 18 through 21, and Lxx 00, Xxxxx 0; and TOGETHER WITH: The abandoned and vacated portion of Sxxxxxxxx 00xx Xxxxxx lying between Block 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change on the north and Block 2 on the south, all of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 InAmended Plat of Melrose Gardens, according to the Plat thereof, recorded in Plat Book 7, Page 94, Public Records of Miami-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7Dade County, Florida EXHIBIT B-2 LEASED REAL PROPERTY 7000 XX 00xx Xxxxxx, Xxxxx, Xxxxxxx EXHIBIT C DEFINITIONS

LIST OF EXHIBITS AND SCHEDULES. [to be updated] Exhibit 2.2.1(a) A Form of Escrow Assignment and Assumption Agreement Exhibit 2.2.1(b) B Form of Escrow Note Xxxx of Sale Exhibit 2.2.2 C Form of Employee Retention Escrow Employment Agreements Exhibit D Form of Intellectual Property Assignment Agreement Exhibit 6.7 Form of Public Announcement Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 Form of Non-Competition and Non-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c) Preliminary Closing E Reference Date Balance Sheet Schedule 4.3 Required 1.2-A Permitted Encumbrances Schedule 2.2.1(a) Equity Interests in Subsidiaries Schedule 2.2.1(c) Tangible Personal Property Schedule 2.2.1(f) Intellectual Property Assets Schedule 2.2.1(i) Leases Schedule 2.2.1(l) Seller’s Claims Against Third Parties Relating to Purchased Assets Schedule 2.4(d)(2) Certain Liabilities and Obligations of Seller Schedule 2.4(d)(4) Seller’s Liabilities, Obligations and Commitments under Assumed Contracts Schedule 2.4(e) Certain Excluded Liabilities Schedule 2.6(a) Material Consents Schedule 4.6 3.2 Authorization; Enforceability Schedule 3.3(a) Off Balance Sheet Items Schedule 3.5 Pre-Closing Encumbrances Schedule 3.6(a) Leased Real Property Schedule 3.7(b) Tangible Personal Property Not in Possession of Seller Schedule 3.8 Taxes Schedule 3.8(c) Taxes – Tax Sharing or Allocation Arrangements Schedule 3.8(f) Taxes – Basis of Assets; Net Operating Losses, Capital Losses; Unused Investment, Credit, Tax or Excess Charitable Contribution Schedule 3.8(h) Audited Tax Returns Schedule 7.2.6 Certain 3.9 Current Employees Schedule 7.2.8 List 3.11(a) Compliance with Legal Requirements Schedule 3.11(b) Governmental Authorization Schedule 3.12(a) Legal Proceedings Schedule 3.12(b) Orders Schedule 3.12(c) Compliance with Orders Schedule 3.13 Absence of Agreements to be Terminated Certain Changes and Events Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company 3.14(a) Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Assets – Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Schedule 3.14(c) Trademarks Schedule 3.14(d) Copyrights Schedule 3.15(a) Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 NonSchedule 3.15(b) Material Contracts – No Defaults Schedule 3.15(c) Material Contracts – Compliance Schedule 3.16(a) Insurance Policies Schedule 3.16(c) Insurance – Self-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 ShareholdersInsurance Arrangements; Risk Transfer/Sharing; Obligations to Third Parties Schedule 3.16(d) Insurance – Summary of Loss; Claims Schedule 3.16(e) Insurance – Insurers; Coverage; Compliance with Legal Requirements Schedule 3.17 Inventory Schedule 3.18 Accounts Receivable Schedule 3.19 Accounts Payable Schedule 3.20 Environmental Status; Permits Schedule 3.22 Undisclosed Liabilities Schedule 3.23 Customers and Suppliers Schedule 3.24(a) Employee Benefits Schedule 3.24(c) Workers’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7Compensation Coverage Schedule 3.25(d) Antiboycott Legal Requirements. Schedule 3.26 Relationships with Related Persons Schedule 3.27 Solvency Schedule 4.3 Government Approvals

LIST OF EXHIBITS AND SCHEDULES. Exhibits: Exhibit 2.2.1(a) Form A-1 Description of Seller Pipeline and Plant Facilities Exhibit A-2 Vehicles Exhibit B-1 Seller Easements Exhibit B-2 Seller Easements Requiring Consent Exhibit B-3 Fee Properties Exhibit C Assumed Contracts Exhibit D Permits Exhibit E Escrow Agreement Exhibit 2.2.1(b) Form F Conveyance of Escrow Note Pipeline Property Exhibit 2.2.2 Form G Special Warranty Deed and Xxxx of Employee Retention Escrow Sale Exhibit H Assignments of Easements and Rights-of-Way Exhibit I Transition Services Agreement Exhibit 6.7 Form J Transferred Employee Waiver Schedules: Schedule 2(m) Excluded Storage Vessels Schedule 4(g)(ii)(A)(1) CDM Fees Schedule 9(b) No Conflict Schedule 9(e) Exceptions to Representations and Warranties in Section 9(e) Schedule 9(j) Taxes Schedule 9(k) Pipeline Status Schedule 9(m)(i) Liens on Fee Property to be Released on or Before the Closing Schedule 9(m)(ii) Liens on Personal Property to be Released on or Before the Closing Schedule 9(m)(iv) Exceptions to Real Property Interests Schedule 9(m)(v) Condition of Public Announcement Exhibit 6.8(aProperty Schedule 9(n) Forms Potential Employees Schedule 9(o) Employee Benefits Schedule 9(q) Subsequent Events Schedule 9(r)(i) Unaudited Statement of Employment Agreement Exhibit 7.2.7 Form Revenue and Expenses of Non-Competition and Non-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure the Eustace System Schedule 9(r)(ii) Summary Historical Residue Sales Schedule 2.1 Pro Forma Calculations Schedule 2.3(c10(d) Preliminary Closing Balance Sheet Schedule 4.3 Required Buyer’s Consents Schedule 4.6 Tax Returns 25(a) Seller Severance Benefits Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 25(e) Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7401(k) Loan Balances

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a“A” Primary Leases (Identify the mineral leases and orderspertaining to the Xxxxx) Form EXHIBIT “B” XXXXX (INTERESTS OWNED BY [confidential information omitted]) Exhibit “B-1” Xxxxx (Interests owned by San Antonio Gas & Oil, Inc. and Altex Resources, Inc.) Exhibit “B-3” Altex II Assets and liabilities Exhibit “C” Support Systems (Describe disposal xxxxx and disposal facilities together with any gathering and processing facilities) Exhibit “D” Surface Rights (Identify all Surface Leases, easements and rights of-way) Exhibit “D-1” Fee Lands Exhibit “E” Contracts (Identify all material contracts such as joint operating agreements, farmout agreements, participation agreements, etc.) Exhibit “F” Allocated Values (For Purchase Price adjustment purposes and, if applicable, preferential purchase rights, allocated values for the assets should be specified) Exhibit “G” Assignment and Xxxx of Escrow Agreement Sale Exhibit 2.2.1(b) Form of Escrow Note Exhibit 2.2.2 Form of Employee Retention Escrow Agreement Exhibit 6.7 Form of Public Announcement Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 Form of “H” Non-Competition and Non-Solicitation Agreement Foreign Affidavit Exhibit 7.2.10 Form “I” Arbitration Schedule 3.1(b) Texas Capital Bank Documents Schedule 3.1(c) Shell Trading Portfolio Accounts Schedule 3.1(d) Assumption of Opinion of Counsel Company Disclosure Altex II Liabilities Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c3.4(b) Preliminary Closing Balance Sheet Capital Expenditures Schedule 4.3 Required Employees of Altex II (Compensation and Benefits) Schedule 10.4 Litigation Schedule 10.5 Material Change Schedule 10.7 Consents and Governmental Approvals Schedule 4.6 Tax Returns 10.8 Insurance Coverages Schedule 7.2.6 Certain Employees 10.10 Compliance with Law Schedule 7.2.8 List of Agreements to be Terminated 10.11 Authority for Expenditures Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure 10.13 Take-or-Pay Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government 10.14 Preferential Purchase Right Schedule 10.17 Marketing Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Schedule 10.18 Production Imbalances Schedule 10.22 Suspense Accounts Schedule 10.23 Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7Expenditures Schedule 10.24

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) A-1 Tranche A Revolver Note Exhibit A-2 Tranche B Revolver Note Exhibit C Assignment and Acceptance Exhibit D Assignment Notice Exhibit E Borrowing Base Certificate Exhibit F Compliance Certificate Exhibit G Notice of Borrowing Exhibit H Notice of Conversion/Continuation Exhibit I Form of Escrow Joinder Exhibit J Perfection Certificate Schedule 1.1 Revolver Commitments of Lenders Schedule 7.1 Commercial Tort Claims Schedule 8.5 Deposit Accounts Schedule 8.6.1 Locations of Collateral Schedule 9.1.4 Names and Capital Structure Schedule 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.14 Environmental Matters Schedule 9.1.15 Burdensome Contracts Schedule 9.1.16 Litigation Schedule 9.1.18 Pension Plans Schedule 9.1.20 Labor Contracts Schedule 10.1.15 Post Closing Covenants Schedule 10.2.1 Existing Debt Schedule 10.2.2 Existing Liens Schedule 10.2.6(I) Permitted Investments in Subsidiaries Schedule 10.2.6(II Permitted Investments as of the Effective Date Schedule 10.2.7 Permitted Asset Dispositions Schedule 10.2.15 Restrictive Agreements Schedule 10.2.18 Existing Affiliate Transactions Schedule 11.1 Events not Constituting an Event of Default THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of April 12, 2017 (this “Agreement”), among COMMERCIAL VEHICLE GROUP, INC., a Delaware corporation (the “Company”), each other Borrower (as herein defined) from time to time party hereto (together, with the Company, collectively, “Borrowers”), the financial institutions party to this Agreement Exhibit 2.2.1(b) Form of Escrow Note Exhibit 2.2.2 Form of Employee Retention Escrow Agreement Exhibit 6.7 Form of Public Announcement Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 Form of Non-Competition from time to time as lenders (collectively, “Lenders”), and Non-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended INDEX BANK OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7AMERICA, N.A., a national banking association, as agent for Lenders (“Agent”)

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) A: Plan Summary Term Sheet Exhibit B: Post-Bankruptcy GGP Corporate Structure Exhibit C-1: Brookfield Agreement Exhibit C-2: Fairholme Agreement Exhibit D: REIT Representation Letter Exhibit E: GGO Assets Exhibit F: Form of Escrow Approval Order Exhibit G: Form of Warrant Agreement Exhibit 2.2.1(b) H: [Intentionally Omitted] Exhibit I: [Intentionally Omitted] Exhibit J: Form of Escrow Note REIT Opinion Exhibit 2.2.2 Form of Employee Retention Escrow Agreement K: [Intentionally Omitted] Exhibit 6.7 Form of Public Announcement L: [Intentionally Omitted] Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 M: Form of Non-Competition and Non-Solicitation Control Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 N: Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended REIT Investors INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Defined Term Page 2006 Bank Loan 76 Additional Financing 63 Additional Sales Period 77 Adequate Reserves 30 Affiliate 77 Agreement 1 Appraisal Anticipated Debt Paydowns 63 Approval Motion 36 Approval Order 36 Asset Sales 64 Backstop Investors 55 Backstop Shares 5 Articles of Merger 7 Bankruptcy Cases 1 Average Share Bankruptcy Code 1 Bankruptcy Court 1 Blackstone 94 Blackstone Assigned Securities 94 Blackstone Assigned Shares 94 Blackstone Assigned Warrants 94 Blackstone Purchase Price 5 Balance Sheet 95 Brazilian Entities 77 Bridge Note Amount 9 Bridge Note Interest Rate 9 Bridge Note Maturity Date 14 Base 9 Bridge Notes 9 Bridge Securities 57 Brookfield Agreement 2 Brookfield Consortium Member 77 Brookfield Investor 2 Business Day 77 Capital Raising Activities 77 Cash Amount 3 business day 56 Certificate 3 Equivalents 77 Change of Recommendation 39 Control 78 Chapter 11 1 Claims 78 Clawback Percentage 6 Clawback Shares 6 Closing 1 Closing Balance Sheet 9 4 Closing Date 1 5 Closing Date NWC 8 Net Debt 78 Defined Term Page Closing Share Price 4 Date Net Debt W/O Reinstatement Adjustment and Permitted Claims Amounts 79 Closing Xxxxxxxxx 00 XXXX 00 CNDAS Dispute Notice 50 CNDAS Disputed Items 50 Code 11 Collection and Use 22 Common Stock 1 Company 2 Company Benefit Plan 79 Company Board 80 Company Disclosure Letter 13 Company Ground Lease Property 27 Company Mortgage Loan 28 Company Option Plans 15 Company Properties 24 Company Property 24 Company Property Lease 27 Company Rights Offering 5 Company SEC Reports 19 Competing Transaction 80 Conclusive Net Debt Adjustment Statement 80 Confirmation Order 60 Confirmed Debtors 89 Contract 80 control 88 Corporate Level Debt 80 Dealer Manager 55 Debt 80 Debtors 1 Company Designation Conditions 4 DIP Loan 81 Disclosure Statement 81 Disclosure Statement Order 60 Dispute Notice 49 Disputed Items 49 Effective Date 4 Encumbrances 25 Environmental Laws 21 Equity Exchange 2 Equity Securities 15 ERISA 81 ERISA Affiliate 23 Excess Equity Capital Proceeds 8 Excess Surplus Amount 81 vii Defined Term Page Exchangeable Notes 81 Excluded Claims 81 Excluded Non-US Plans 23 Fairholme Agreement 3 Fairholme Purchasers 3 Foreign Plan 23 Fully Diluted Basis 83 Fully Diluted GGO Economic Interest 83 GAAP 84 GGO 2 GGO Agreement 43 GGO Board 43 GGO Common Share Amount 84 GGO Common Stock 11 GGO Non-Control Agreement 84 GGO Note Amount 84 GGO Per Share Purchase Price 13 GGO Pro Rata Share 84 GGO Promissory Note 84 GGO Purchase Price 13 GGO Representative 11 GGO Setup Costs 85 GGO Share Distribution 12 GGO Shares 2 Company Disclosure Schedule 13 GGO Warrants 37 GGP Backstop Rights Offering 55 GGP Backstop Rights Offering Amount 55 GGP Pro Rata Share 85 Governmental Entity 85 Hazardous Materials 22 Xxxxxx Agreement 85 Xxxxxx Amount 84 Xxxxxx Heirs Obligations 85 Identified Assets 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Indebtedness 85 Indemnity Cap 51 Initial Investors 3 Investment Agreements 3 Joint Venture 86 Knowledge 86 Law 86 Liquidity Equity Issuances 86 Liquidity Target 62 Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 86 Material Contract 87 viii Defined Term Page Material Lease 27 Measurement Date 15 Most Recent Statement 24 MPC Assets 88 MPC Taxes 88 Net Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time Excess Amount 88 Net Debt Surplus Amount 88 New Common Stock 1 Employee Retention Escrow 6 Employee Retention Escrow New Debt 63 New DIP Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing 60 New Warrant Vesting Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 37 New Warrants 36 Non-Disclosure Control Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 88 Non-Controlling Properties 88 NYSE 37 Offering Premium 88 Operating Partnership 89 Original Agreement 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 PBGC 23 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Purchase Price 3 Permitted Claims 89 Permitted Claims Amount 89 Permitted Replacement Shares 89 Permitted Title Exceptions 25 Person 56 90 Petition Date 1 Plan 18 Pre-Closing Balance 1 Plan Debtors 89 Plan Summary Term Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 1 PMA Claims 89 Preliminary Closing Date NWC 8 Net Debt Review Deadline 90 Preliminary Closing Date Net Debt Review Period 90 Preliminary Closing Date Net Debt Schedule 49 Proportionally Consolidated Debt 90 Proportionally Consolidated Unrestricted Cash 90 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives Approval Order 36 Proposed Securities 39 Restricted Transaction 39 Returns 23 Review PSCM 1 Purchase Price 3 Purchaser 1 Purchaser Board Designee 43 Purchaser GGO Board Designees 43 Purchaser Group 91 Put Notice 7 Put Option 7 ix Defined Term Page Put Shares 6 Put Termination Notice 8 Refinance Cap 66 Reinstated Amounts 63 Reinstatement Adjustment Amount 91 Reinstatement Amount 91 REIT 30 REIT Subsidiary 30 Reorganized Company 1 Reorganized Company Organizational Documents 47 Repurchase Notice 6 Repurchase Shares 6 Reserve 89 Reserve Surplus Amount 91 Reserved Shares 6 Resolution Period 49 Rights Agreement 91 Rights Offering Election 5 Xxxxx Bonds 91 Rule 144 53 Sales Cap 65 SEC 32 19 Securities Act 19 Settlement Communications Agreement 43 Shareholders’ Representative 1 Date 7 Share Cap Number 64 Share Equivalent 91 Shares 3 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Subsidiaries 92 Specified Debt 92 Subscription Right 39 Subsidiary 92 Synthetic Lease Obligation 86 Target Net Debt 92 Tax Contest 52 taxes 23 Technology 26 Protection Agreements 92 Tax Return 30 Taxes 30 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold 92 Total Purchase Amount 4 Transactions 92 Transfer 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working TRUPS 92 Unrestricted Cash 93 Unrestricted Date 52 Unsecured Indebtedness 93 UPREIT Units 93 x Defined Term Page Warrant Agreement 36 Warrants 36 AMENDED AND RESTATED STOCK PURCHASE AGREEMENT, effective as of March 31, 2010 (this “Agreement”), by and between General Growth Properties, Inc., a Delaware corporation (“GGP”), and Pershing Square Capital Credit 7 Working Capital Deficit Management, L.P. (“PSCM”), on behalf of Pershing Square, L.P., a Delaware limited partnership, Pershing Square II, L.P., a Delaware limited partnership, Pershing Square International, Ltd. a Cayman Islands exempted company and Pershing Square International V, Ltd., a Cayman Islands exempted company, (each, except PSCM, together with its permitted nominees and assigns, a “Purchaser”). On March 31, 2010, GGP and Purchasers entered into the Stock Purchase Agreement (as subsequently amended on May 3, 2010 and May 7, 2010, the “Original Agreement”) to provide for the terms and conditions for the consummation of the transactions contemplated herein. Pursuant to Section 13.8 of the Original Agreement, the parties thereto wish to amend and restate the Original Agreement ab initio in its entirety as set forth herein. References herein to “date of this Agreement” and “date hereof” shall refer to March 31, 2010.

LIST OF EXHIBITS AND SCHEDULES. Attachment 1 Disclosure Schedule consisting of the following: Exhibit 2.2.1(a) A1 Form of Class A Warrant Exhibit A2 Form of Class B Warrant Exhibit A3 Form of Class C Warrant Exhibit A4 Form of Class D Warrant Exhibit B Escrow Agreement Exhibit 2.2.1(b) C Form of Escrow Note Legal Opinion Exhibit 2.2.2 Form of Employee Retention Escrow Agreement Exhibit 6.7 D Form of Public Announcement or Form 8-K Exhibit 6.8(a) Forms E1 Form of Employment Limited Standstill Agreement Exhibit 7.2.7 E2 Form of Non-Competition Limited Standstill and Non-Solicitation Lockup Agreement Exhibit 7.2.10 Form F Security Agreement Exhibit G Subordination Agreement Exhibit H Collateral Agent Agreement Schedule 5(d) Additional Issuances / Capitalization Schedule 5(p) Undisclosed Liabilities Schedule 8(b) Due Diligence Fees Schedule 9.1(e) Use of Opinion of Counsel Company Disclosure Proceeds Schedule 9.1(q) Limited Standstill Providers Schedule 2.1 Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements 11.1 Other Securities to be Terminated Schedule 7.2.9 List Registered 31 SCHEDULE 5(d) ADDITIONAL ISSUANCES / CAPITALIZATION None. SCHEDULE 5(p) UNDISCLOSED LIABILITIES None. 32 SCHEDULE 8(b) DUE DILIGENCE FEES RECIPIENT CASH DUE DILIGENCE FEE DUE DILIGENCE NOTE ALPHA CAPITAL AKTIENGESELLSCHAFT Pradafant 7 9490 Furstentums Vaduz, Lichtenstein Fax: 000-00-00000000 $8,100.00 $8,100.00 PLATINUM PARTNERS VALUE ARBITRAGE FUND LP Attn: Xxxx Xxxxxxxxx 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Fax: (000) 000-0000 $4,050.00 $4,050.00 OSHER CAPITAL INC. 0 Xxxxxxxxx Xxxx Spring Valley, NY 10977 Fax: (000) 000-0000 $37,350.00 $37,350.00 The Due Diligence Fees payable in connection with the Second Closing Purchase Price shall be paid by the Company to the above parties in the same proportions as set forth above in connection with the Second Closing Purchase Price. SCHEDULE 9.1(e) USE OF PROCEEDS Costs of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection financing: Due diligence 49,500 Legal fees lender 15,000 Avvaa legal fees 40,000 Estimated accounting fees 20,000 124,500 Expenses: Salaries 141,880 Legal and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination accounting 34,268 Marketing 87,981 Telephone and couriers 44,020 Insurance 30,042 Transfer agents 3,437 Rent and lease costs 12,034 Travel 25,000 Investor relations 41,040 419,702 Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect and supplies Molds 25,000 Bottles 26,000 Labels 10,000 Manufacturing costs 24,000 Raw materials 460,000 545,000 Total 1,089,202 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7SCHEDULE 11.1

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) Form of Escrow A Assignment Exhibit B Assignment Notice Exhibit C Subordination Agreement Exhibit 2.2.1(bD Joinder Agreement Schedule 1.1 Commitments of Lenders Schedule 1.2 Borrowers and Guarantors Schedule 1.3 Existing Letters of Credit Schedule 1.4 Approved Account Debtors Schedule 1.5 Notice Website Address Schedule 7.3.1(a) Form of Escrow Note Exhibit 2.2.2 Form of Employee Retention Escrow Agreement Exhibit 6.7 Form of Public Announcement Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 Form of Non-Competition and Non-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Real Estate Schedule 7.3.1(b) Primary Mortgaged Real Estate Schedule 7.3.1(c) Supplemental Mortgaged Real Estate Schedule 7.3.1(d) Unencumbered Real Estate as of the Closing Date NWC 8 Closing Share Price 4 Code 11 Collection Schedule 8.6.1 Business Locations Schedule 9.2 Governmental Approvals Schedule 9.7 Permits, Franchises, Patents, Copyrights, Etc. Exceptions Schedule 9.8 Commercial Tort Claims; Litigation Schedule 9.11 Tax Sharing Agreements Schedule 9.12.3 ERISA Events Schedule 9.12.4 ERISA Obligations Schedule 9.13.1 Subsidiaries; Equity Interests Schedule 9.13.3 Options, Etc. Schedule 9.16 Environmental Matters Schedule 9.18 Certain Transactions Schedule 9.23 Labor Matters Schedule 10.2.1 Existing Liens Schedule 10.2.2 Existing Investments Schedule 10.2.3 Existing Indebtedness LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT is dated as of February 27, 2015, among XXXXXXX WASTE SYSTEMS, INC., a Delaware corporation (the “Company”), each subsidiary of the Company party hereto from time to time as a borrower and Use 28 Company 1 Company Common Shares 2 Company Disclosure listed on Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 71.2 (each a “Borrower” and together with the Company, collectively, the “Borrowers”), and BANK OF AMERICA, N.A., a national banking association, as agent for the Lenders (“Agent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) A -- Form of Escrow Assignment and Acceptance Exhibit B -- Form of Note Exhibit C -- Form of Notice of Borrowing Exhibit D -- Form of Notice of Conversion/Continuation Exhibit E -- List of Closing Documents Exhibit F -- Form of Officer’s Certificate to Accompany Reports Exhibit G -- Sample Calculations of Financial Covenants Exhibit H -- Form of Collateral Assignment of Membership Interests Exhibit I -- Form of Environmental Indemnity Agreement Exhibit 2.2.1(b) N-1 -- Form of Escrow Note U.S. Tax Compliance Certificate Exhibit 2.2.2 N-2 -- Form of Employee Retention Escrow Agreement U.S. Tax Compliance Certificate Exhibit 6.7 N-3 -- Form of Public Announcement U.S. Tax Compliance Certificate Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 N-4 -- Form of NonU.S. Tax Compliance Certificate Schedule 1.1 -- Allocations Schedule 1.1.4 -- Certain Agreements Restricting Liens Schedule 1.1.5 -- Unsecured Bond Offerings Schedule 7.1-Competition A -- Schedule of Organizational Documents Schedule 7.1-C -- Corporate Structure; Outstanding Capital Stock and NonPartnership Interests; Operating Partnership Agreement; LLC Agreement Schedule 7.1-Solicitation H -- Indebtedness for Borrowed Money; Contingent Obligations Schedule 7.1-I -- Pending Actions Schedule 7.1-P -- Existing Environmental Matters Schedule 7.1-Q -- ERISA Matters Schedule 7.1-T -- Insurance Policies EXHIBIT A to Senior Secured Term Loan Agreement Exhibit 7.2.10 Form dated as of Opinion June 8, 2016 FORM OF ASSIGNMENT AND ACCEPTANCE ASSIGNMENT AND ACCEPTANCE This ASSIGNMENT AND ACCEPTANCE dated as of Counsel Company Disclosure Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c_____________, 20_, among [Names of Assignor Lenders] (each, an “Assignor” and collectively, the “Assignors”) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7_____________, _____________, _____________, (etc.) (each, an “Assignee” and collectively, the “Assignees”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) A - List of Shareholders of the Company Exhibit B - Form of Escrow ROV Agreement Exhibit 2.2.1(b) C - Form of Escrow Note Registration Rights Agreement Exhibit 2.2.2 D - Form of Employee Retention Escrow Shareholders Agreement Exhibit 6.7 E - Form of Public Announcement Business Cooperation Agreement Exhibit 6.8(a) Forms F - Form of Articles of Incorporation and By-Laws Exhibit G-1 - Form of Employment Agreement - Gerald G. Reuhl Exhibit 7.2.7 G-2 - Form of Non-Competition Employment Agreement - Owen X. Xxxxx Xxxxxit G-3 - Form of Employment Agreement - S. Jamxx Xxxxxx Xxxibit G-4 - Form of Employment Agreement - Andrew X. Xxxxxx Xxhibit G-5 - Form of Employment Agreement - Ranxxxx X. Xxxxxx Xxhibit G-6 - Form of Employment Agreement - Mixxxxx X. Xxxxxxxxn Exhibit G-7 - Form of Employment Agreement - Xxx Xxxxxxxx Xxxxbit G-8 - Form of Employment Agreement - Ken Duxxx Xxxxxxx H-1 - Form of Opinion of the General Counsel ox the Company Exhibit H-2 - Form of Opinion of Special Counsel to the Company and Non-Solicitation Agreement Certain Selling Shareholders (other than the Funds) Exhibit 7.2.10 H-3 - Form of Opinion of Counsel Company Disclosure to the Funds Exhibit I - Form of FIRPTA Certificate Exhibit J-1 - Form of Opinion of French Counsel to the Purchaser Exhibit J-2 - Form of Opinion of Special U.S. Counsel to the Purchaser Exhibit K - Reserves Report Exhibit L - Ruling Letter and Customs Commissioner Response thereto Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 6A - List of Agreements to be Terminated Foreign Jurisdictions Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection 6B - Capital Stock and Use 28 Company 1 Company Common Shares 2 Company Disclosure Options Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company 6C - Consents and Waivers Schedule 6D - Financial Statements Schedule 6E - Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Changes Schedule 6F - Certain Developments Schedule 6G - Tax Matters Schedule 6H - Legal Proceedings Schedule 6I - Real Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Schedule 6J - Vessels Schedule 6K - Tangible Personal Property 25 Intellectual Schedule 6L - Intangible Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Schedule 6M - Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 NonSchedule 6N - Employee Benefits Schedule 6P - Compliance with Laws; Permits Schedule 6Q - Environmental Matters Schedule 6S - Insurance Schedule 6T - Customers and Suppliers Schedule 6U - Related Party Transactions Schedule 7A - Shareholder Restrictions Schedule 8B - Purchaser Consents and Approvals PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (the "AGREEMENT"), dated as of April 11, 1997, is among Cal Dive International, Inc., a Minnesota corporation (the "COMPANY"), Coflexip, a French corporation (the "PURCHASER"), and the shareholders of the Company listed on EXHIBIT A (individually, a "SHAREHOLDER" and, collectively, the "SHAREHOLDERS"). Except as otherwise defined herein, capitalized terms used in this Agreement are defined in Section 10. This Agreement is being executed in connection with the acquisition of thirty-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent one and eight-tenths percent (31.8%) of the issued and outstanding capital stock (after giving effect to the transactions contemplated by this Agreement) of the Company by the Purchaser. This acquisition will be accomplished through the (i) issuance and sale by the Company of 528,541 shares of Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Stock, no par value, of the Company (the "COMPANY SHARES") for an aggregate purchase price of Four Million Nine Hundred Ninety-Nine Thousand Nine Hundred Ninety-Seven and 86/100 Dollars ($4,999,997.86), and (ii) the sale by the Shareholders of 3,171,247 shares of Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 PreStock, no par value, of the Company (the "SHAREHOLDER SHARES") for an aggregate purchase price of Twenty-Closing Balance Sheet Date 42 PreNine Million Nine Hundred Ninety-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 ThirdNine Thousand Nine Hundred Ninety-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7Seven Dollars ($29,999,997.00), all as hereinafter described.

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) Form of Escrow A Valuation Principles Exhibit B General Assignment and Bill xx Sale Exhibit C Assumption Agreement Exhibit 2.2.1(b) Form of Escrow Note Exhibit 2.2.2 Form of Employee Retention Escrow D Trademark License Agreement Exhibit 6.7 Form of Public Announcement Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 Form E Certificate of Non-Competition and Non-Solicitation Agreement Foreign Status Exhibit 7.2.10 Form of F Opinion of Counsel Company Disclosure to Seller Exhibit G Opinion of Counsel to Purchaser Exhibit H Stock Option Agreement Schedule 1(a)(i) Real Property Schedule 2.1 Pro Forma Calculations 1(a)(ii)(A) Real Property Leases (Seller as Lessor or Sublessor) Schedule 2.3(c1(a)(ii)(B) Preliminary Closing Real Property Leases (Seller as Lessee or Sublessee) Schedule 1(a)(v) Tangible Personal Property Schedule 1(a)(vi)(A) Personal Property Leases (Seller as Lessor or Sublessor) Schedule 1(a)(vi)(B) Personal Property Leases (Seller as Lessee or Sublessee) Schedule 1(a)(viii) Prepaid Expenses Schedule 1(a)(ix) Intangible Personal Property Schedule 1(a)(x) Business Licenses Schedule 1(a)(xi) Vehicles Schedule 1(a)(xiv) Business Litigation Schedule 1(a)(xv) Acquired Subsidiaries Schedule 1(b)(vii) Excluded Contracts and Inventory Schedule 1(b)(viii) Excluded Real Estate Schedule 1(b)(ix) Remaining Businesses Schedule 1(c)(ii) Accounts Payable Schedule 1(c)(v) Accrued Expenses Schedule 1(c)(x) Ontario Warehouse Agreements Schedule 1(c)(xii) Employment Agreements Schedule 1(d)(i) Certain Indebtedness Schedule 1(d)(vi) Retained Litigation Liabilities Schedule 3(d) Terminated Lines Schedule 6(b) Shared Facilities or Services Schedule 6(c)(i) Conflicting Contracts - Seller Schedule 6(c)(ii) Merger/Consolidation Conflicts Schedule 6(d)(ii) Capitalization of Subsidiaries Schedule 6(e)(ii) Exceptions to Financial Statements Schedule 6(f) Certain Liabilities Schedule 6(g) Material Changes Since June Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain 6(g)(vi) Contractual Commitments to Employees Schedule 7.2.8 List 6(h) Litigation Schedule 6(j)(i) Exceptions to Good Title (Tangible Personal Property) Schedule 6(j)(ii)(B) Exceptions to Good Title (Real Property) Schedule 6(j)(ii)(C) Defaults under Real Property Lease Schedule 6(j)(ii)(E) Tenant's Purchase Rights Schedule 6(j)(ii)(F) Exceptions to Condition of Improvements Schedule 6(k) Contracts and Material Defaults Schedule 6(l) Exceptions to Patents Schedule 6(n) Tax Filing Exceptions Schedule 6(p) Affiliate Agreements Schedule 6(q)(i) Inventory Exceptions Schedule 6(q)(ii) Accounts Receivable Exceptions Schedule 6(r) Inventory - Subject to be Terminated a Right of Return Schedule 7.2.9 List of Agreements 6(s) Seller's Insurance Policies Schedule 6(t) Environmental Matters Schedule 6(y) Proxies Schedule 6(z) Labor Matters Schedule 6(aa) Supplier Audits Schedule 7(b) Conflicting Contracts - Purchaser Schedule 10(e)(i) Exceptions to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Employees Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 711(i) Ontario Warehouse Consents

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) 2.1 Form of Escrow Agreement Revolving Credit Note Exhibit 2.2.1(b) 2.3 Form of Escrow Term Loan Note Exhibit 2.2.2 3.11 Form of Employee Retention Escrow Agreement U.S. Tax Compliance Certificate Exhibit 6.7 9.1.3 Form of Public Announcement Compliance Certificate Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 9.1.4 Form of Non-Competition and Non-Solicitation Agreement Borrowing Base Certificate Exhibit 7.2.10 13.5 Form of Opinion Assignment and Acceptance Exhibit 13.17 Form of Counsel Company Disclosure Release Form – Corporate Name/Logo Reuse Schedule 6.1 Commercial Tort Claims Schedule 2.1 Pro Forma Calculations 7.1.1 Business Locations Schedule 2.3(c) Preliminary Closing Balance Sheet 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business Schedule 4.3 Required Consents 8.1.4 Capital Structure Schedule 4.6 Tax Returns 8.1.5 Names; Organization Schedule 7.2.6 Certain Employees 8.1.13 Brokers’ Fees Schedule 7.2.8 8.1.14 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 Environmental Schedule 8.1.17 Contracts Restricting Right to Incur Debts Schedule 8.1.18 Litigation Schedule 8.1.20 Pension Plans Schedule 8.1.22 Labor Relations Schedule 8.1.23 Leases Schedule 9.2.2 Existing Indebtedness Schedule 9.2.4 Existing Liens Schedule 9.2.10 Existing Investments Schedule 9.2.14 Existing Restrictive Agreements List of Agreements Exhibits and Schedules LOAN, SECURITY AND GUARANTY AGREEMENT THIS LOAN, SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made as of this 24th day of February, 2017, by and among Citizens Bank, National Association (“Citizens”), individually as a Lender, as administrative agent (in such capacity, “Administrative Agent”) for itself and any other financial institution which is or becomes a party hereto as a lender (each such financial institution, including Citizens, is referred to be Terminated Schedule 7.2.9 List hereinafter individually as a “Lender” and collectively as the “Lenders”), and as collateral agent (in such capacity, “Collateral Agent”) for the Lenders, Quest Resource Management Group, LLC, a Delaware limited liability company (“Quest”), Landfill Diversion Innovations, L.L.C., a Delaware limited liability company (“Landfill”, and together with Quest and each hereafter arising Subsidiary of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles any Borrower and each other Person joined hereto as a “Borrower”, individually a “Borrower” and collectively “Borrowers”), and each of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection Quest Resource Holding Corporation, a Nevada corporation (“Holding”), and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7Earth911, Inc., a Delaware corporation (“Parent”, and together with Holding, individually a “Guarantor” and collectively, “Guarantors”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) A Form of Escrow Assignment and Acceptance Exhibit B Form of Assignment Notice Exhibit C Form of Borrowing Base Certificate Exhibit D Form of Compliance Certificate Exhibit E Form of Notice of Borrowing Exhibit F Form of Notice of Conversion/Continuation Exhibit G Form of Notice of Elected Harvest Period Exhibit H Form of Secured Bank Products Provider Agreement Exhibit 2.2.1(b) 2.1.2 Form of Escrow First Lien Revolver Note Exhibit 2.2.2 Form of Employee Retention Escrow Agreement First Lien Term Note Exhibit 6.7 2.3.4 Form of Public Announcement First Lien Capital Expenditure Note Exhibit 6.8(a6.1(j) Forms of Employment Agreement Exhibit 7.2.7 Form of NonSolvency Certificate Schedule 1.1 Commitments of Lenders Schedule 8.5 Deposit Accounts Schedule 8.6.1 Business Locations Schedule 9.1.4 Names and Capital Structure Schedule 9.1.5 Owned Real Estate Schedule 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.14 Environmental Matters Schedule 9.1.15 Restrictive Agreements Schedule 9.1.16 Litigation Schedule 9.1.18 Pension Plans Schedule 9.1.20 Labor Contracts Schedule 10.2.2 Existing Liens Schedule 10.2.5 Existing Investments Schedule 10.2.16 Existing Affiliate Transactions Schedule 14.3.1 Notice Addresses FIRST LIEN LOAN AND SECURITY AGREEMENT THIS FIRST LIEN LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of October 14, 2016, among MALLARD INTERMEDIATE, INC., a Delaware corporation (“Intermediate Holdco”), MALLARD BUYER CORP., a Delaware corporation (“Borrower Agent”), each other Subsidiary of Intermediate Holdco party to this Agreement from time to time, including the Project Vine Targets identified below (together with the Borrower Agent, each a “Borrower” and, collectively, “Borrowers”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF THE WEST (“Bank of the West”), as administrative agent and collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), Bank of the West, ING CAPITAL LLC (“ING Capital”) and AMERICAN AGCREDIT, PCA (“American AgCredit”), as joint lead arrangers (in such capacity, together with their successors and assigns in such capacity, the “Joint Lead Arrangers”), Bank of the West, ING Capital and American AgCredit, as joint book runners (in such capacity, together with their successors and assigns in such capacity, the “Joint Book Runners”), ING Capital, as syndication agent (in such capacity, together with its successors and assigns in such capacity, “Syndication Agent”), and AGSTAR FINANCIAL SERVICES, PCA/FLCA, CITY NATIONAL BANK and MUFG UNION BANK, N.A., as co-Competition documentation agents (in such capacity, together with their respective successors and Nonassigns in such capacity, “Co-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7Documentation Agents”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(aEXHIBIT A Assignment EXHIBIT B Compliance Certificate SCHEDULE 1.1(a) Form SCHEDULE 1.1(b) SCHEDULE 6.1(o) Commitments of Escrow Agreement Exhibit 2.2.1(b) Form of Escrow Note Exhibit 2.2.2 Form of Employee Retention Escrow Agreement Exhibit 6.7 Form of Public Announcement Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 Form of Non-Competition and Non-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Lenders Specified Foreign Account Debtors Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection Mortgaged Properties SCHEDULE 7.3 Pledged Collateral SCHEDULE 7.5 SCHEDULE 8.2.1 Commercial Tort Claims Borrowing Base Reporting SCHEDULE 8.5 Deposit Accounts and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Accounts SCHEDULE 8.6.1 Business Locations SCHEDULE 9.1.6 Environmental Matters SCHEDULE 9.1.14(a) Obligors and Subsidiaries SCHEDULE 9.1.14(b) Capitalization SCHEDULE 9.1.15 Entity Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 SCHEDULE 9.1.16(b) Sand Mines SCHEDULE 9.1.20 Swap Obligations SCHEDULE 9.1.23 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 PreSCHEDULE 9.1.27 Credit Card Agreements SCHEDULE 10.1.11 Post-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Obligations SCHEDULE 10.2.1 Existing Debt SCHEDULE 10.2.2 Existing Liens SCHEDULE 10.2.3 Restrictive Agreements SCHEDULE 10.2.4 Existing Investments SCHEDULE 10.2.14 Existing Affiliate Transactions LOAN, SECURITY AND GUARANTY AGREEMENT THIS LOAN, SECURITY AND GUARANTY AGREEMENT is dated as of February 22, 2023 (as amended, modified or supplemented from time to time, this “Agreement”), among ATLAS SAND COMPANY, LLC, a Delaware limited liability company (the “Company” and a “Borrower”, and together with any Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Subsidiary of the Company that becomes party to this Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7as an additional Borrower after the date hereof, collectively, “Borrowers”), and certain of their Subsidiaries, as Guarantors, the financial institutions party to this Agreement from time to time as Lenders, and BANK OF AMERICA, N.A., a national banking association (“Bank of America”), as agent for the Lenders (in such capacity, “Agent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) A: Plan Summary Term Sheet Exhibit B: Post-Bankruptcy GGP Corporate Structure Exhibit C-1: Brookfield Agreement Exhibit C-2: Fairholme Agreement Exhibit D: REIT Representation Letter Exhibit E: GGO Assets Exhibit F: Form of Escrow Approval Order Exhibit G: Form of Warrant Agreement Exhibit 2.2.1(b) H: [Intentionally Omitted] Exhibit I: [Intentionally Omitted] Exhibit J: Form of Escrow Note REIT Opinion Exhibit 2.2.2 Form of Employee Retention Escrow Agreement K: [Intentionally Omitted] Exhibit 6.7 Form of Public Announcement L: [Intentionally Omitted] Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 M: Form of Non-Competition and Non-Solicitation Control Agreement Exhibit 7.2.10 N: Certain REIT Investors Exhibit O: Form of Opinion of Counsel Company Disclosure Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended Matters Agreement INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Defined Term Page 2006 Bank Loan 79 Additional Financing 66 Additional Sales Period 79 Adequate Reserves 30 Adjusted CDND 52 Affiliate 79 Agreement 1 Appraisal Amended and Restated Agreement 1 Anticipated Debt Paydowns 66 Approval Motion 36 Approval Order 36 Asset Sales 66 Backstop Investors 58 Backstop Shares 5 Articles of Merger 7 Bankruptcy Cases 1 Average Share Bankruptcy Code 1 Bankruptcy Court 1 Blackstone 98 Blackstone Assigned Securities 98 Blackstone Assigned Shares 98 Blackstone Assigned Warrants 98 Blackstone Purchase Price 5 Balance Sheet 99 Brazilian Entities 80 Bridge Note Amount 9 Bridge Note Interest Rate 9 Bridge Note Maturity Date 14 Base 9 Bridge Notes 9 Bridge Securities 59 Brookfield Agreement 2 Brookfield Consortium Member 80 Brookfield Investor 2 Business Day 80 Calculation Date 52 Capital Raising Activities 80 Cash Amount 3 business day 56 Certificate 3 Equivalents 80 Change of Recommendation 39 Control 80 Chapter 11 1 Claims 81 Clawback Fee 81 Clawback Percentage 6 Clawback Shares 6 vi Defined Term Page Closing 1 Closing Balance Sheet 9 5 Closing Date 1 5 Closing Date NWC 8 Net Debt 81 Closing Share Price 4 Date Net Debt W/O Reinstatement Adjustment and Permitted Claims Amounts 82 Closing Xxxxxxxxx 00 XXXX 00 CNDAS Dispute Notice 50 CNDAS Disputed Items 50 Code 11 Collection and Use 22 Common Stock 1 Company 2 Company Benefit Plan 82 Company Board 82 Company Disclosure Letter 13 Company Ground Lease Property 27 Company Mortgage Loan 28 Company Option Plans 15 Company Properties 25 Company Property 25 Company Property Lease 27 Company Rights Offering 5 Company SEC Reports 19 Competing Transaction 82 Conclusive Net Debt Adjustment Statement 83 Confirmation Order 62 Confirmed Debtors 92 Contingent and Disputed Debt Claims 83 Contract 83 control 91 Corporate Level Debt 83 Dealer Manager 58 Debt 84 Debt Cap 66 Debtors 1 Company Designation Conditions 4 DIP Loan 84 Disclosure Statement 84 Disclosure Statement Order 63 Dispute Notice 49 Disputed Items 50 Domestically Controlled REIT 53 Effective Date 5 Encumbrances 25 Environmental Laws 22 Defined Term Page Equity Exchange 2 Equity Securities 15 ERISA 84 ERISA Affiliate 23 Excess Equity Capital Proceeds 8 Excess Surplus Amount 84 Exchangeable Notes 84 Excluded Claims 84 Excluded Non-US Plans 23 Fairholme Agreement 3 Fairholme Purchasers 3 Foreign Plan 23 Fully Diluted Basis 86 Fully Diluted GGO Economic Interest 87 GAAP 87 GGO 2 GGO Agreement 43 GGO Board 43 GGO Common Share Amount 87 GGO Common Stock 11 GGO Non-Control Agreement 87 GGO Note Amount 87 GGO Per Share Purchase Price 13 GGO Pro Rata Share 87 GGO Promissory Note 88 GGO Purchase Price 13 GGO Representative 11 GGO Setup Costs 88 GGO Share Distribution 12 GGO Shares 2 Company Disclosure Schedule 13 GGO Warrants 37 GGP Backstop Rights Offering 57 GGP Backstop Rights Offering Amount 58 GGP Pro Rata Share 88 Governmental Entity 88 Hazardous Materials 22 Xxxxxx Agreement 88 Xxxxxx Amount 87 Xxxxxx Heirs Obligations 89 Identified Assets 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Indebtedness 89 Initial Investors 3 Investment Agreements 3 Joint Venture 89 Knowledge 89 viii Defined Term Page Law 89 Liquidity Equity Issuances 89 Liquidity Target 65 Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 90 Material Contract 91 Material Lease 28 Measurement Date 15 Most Recent Statement 25 MPC Assets 91 MPC Taxes 91 Net Debt Excess Amount 91 Net Debt Surplus Amount 91 New Common Stock 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 New Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow 65 New DIP Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing 62 New Warrant Vesting Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 37 New Warrants 37 Non-Disclosure Control Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 91 Non-Controlling Properties 91 NYSE 37 Offering Premium 92 Operating Partnership 92 Original Agreement 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 PBGC 23 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Purchase Price 3 Permitted Claims 92 Permitted Claims Amount 93 Permitted Replacement Shares 93 Permitted Title Exceptions 25 Person 56 93 Petition Date 1 Plan 18 Pre-Closing Balance 1 Plan Debtors 92 Plan Summary Term Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 1 PMA Claims 92 Preliminary Closing Date NWC 8 Net Debt Review Deadline 93 Preliminary Closing Date Net Debt Review Period 93 Preliminary Closing Date Net Debt Schedule 49 Proportionally Consolidated Debt 93 Proportionally Consolidated Unrestricted Cash 94 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives Approval Order 36 Proposed Securities 39 Restricted Transaction 39 Returns 23 Review PSCM 1 Purchase Price 3 Purchaser 1 ix Defined Term Page Purchaser Board Designee 43 Purchaser GGO Board Designees 43 Purchaser Group 94 Put Notice 7 Put Option 7 Put Shares 6 Put Termination Notice 8 Refinance Cap 69 Reinstated Amounts 65 Reinstatement Adjustment Amount 94 REIT 30 REIT Subsidiary 30 Reorganized Company 2 Reorganized Company Organizational Documents 47 Repurchase Notice 6 Repurchase Shares 6 Reserve 93 Reserve Surplus Amount 94 Reserved Shares 6 Resolution Period 49 Rights Agreement 94 Rights Offering Election 5 Xxxxx Bonds 95 Rule 144 56 Sales Cap 68 SEC 32 19 Securities Act 19 Settlement Communications Date 7 Share Cap Number 66 Share Equivalent 95 Shares 3 Significant Subsidiaries 95 SOX 53 Specified Debt 95 Subscription Right 39 Subsidiary 95 Synthetic Lease Obligation 89 Target Net Debt 95 Tax Matters Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 95 Tax Contest 52 taxes 23 Technology 26 Protection Agreements 95 Tax Return 30 Taxes 30 Termination Date 96 Total Purchase Amount 4 Transactions 96 x Defined Term Page Transfer 56 TRUPS 96 U.S. Persons 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount Unrestricted Cash 96 Unrestricted Date 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Unsecured Indebtedness 96 UPREIT Units 96 Warrant Agreement 36 Warrants 36 AMENDED AND RESTATED STOCK PURCHASE AGREEMENT, effective as of March 31, 2010 (this “Agreement”), by and between General Growth Properties, Inc., a Delaware corporation (“GGP”), and Pershing Square Capital Credit 7 Working Capital Deficit Management, L.P. (“PSCM”), on behalf of Pershing Square, L.P., a Delaware limited partnership, Pershing Square II, L.P., a Delaware limited partnership, Pershing Square International, Ltd. a Cayman Islands exempted company and Pershing Square International V, Ltd., a Cayman Islands exempted company, (each, except PSCM, together with its permitted nominees and assigns, a “Purchaser”). On March 31, 2010, GGP and the Purchasers entered into the Stock Purchase Agreement (as subsequently amended on May 3, 2010 and May 7, 2010, the “Original Agreement”) to provide for the terms and conditions for the consummation of the transactions contemplated therein. On August 2, 2010, GGP and the Purchasers entered into the Amended and Restated Stock Purchase Agreement, effective as of March 31, 2010 (as subsequently amended on September 17, 2010, the “Amended and Restated Agreement”) which amended and restated the Original Agreement ab initio in its entirety as set forth therein. Pursuant to Section 13.8 of the Amended and Restated Agreement, the parties thereto wish to amend and restate the Amended and Restated Agreement ab initio in its entirety as set forth herein. References herein to “date of this Agreement” and “date hereof” shall refer to March 31, 2010.

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) A Form of Escrow Agreement Revolver Note Exhibit 2.2.1(b) B [Reserved] Exhibit C Form of Escrow Note Notice of Conversion/Continuation Exhibit 2.2.2 D Form of Employee Retention Escrow Agreement Notice of Borrowing Exhibit 6.7 E Form of Public Announcement Compliance Certificate Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 Form of Non-Competition and Non-Solicitation Agreement Exhibit 7.2.10 F Form of Opinion Contents Exhibit G Form of Counsel Company Disclosure Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 List Assignment and Acceptance Exhibit H Form of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Notice Exhibit I Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Credit Procurement Request Schedule 7.1.1 Borrowers' Business Locations Schedule 7.1.2 Borrowers' Insurance Schedule 8.1.1 Jurisdictions in which Borrowers and each Subsidiary is Authorized to do Business Schedule 8.1.4 Capital Structure of Borrowers Schedule 8.1.5 Corporate Names Schedule 8.1.12 Surety Obligations Schedule 8.1.13 Tax Identification Numbers of Borrowers and Subsidiaries Schedule 8.1.15 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.18 Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Restricting Borrowers' Right to Incur Debts; Surety Obligations Schedule 8.1.19 Litigation Schedule 8.1.21 Capitalized and Operating Leases Schedule 8.1.22 Pension Plans Schedule 8.1.24 Labor Contracts Schedule 9.2.5 Permitted Liens Schedule 9.2.8 Restrictions on Upstream Payments SIGNATURE VERSION LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT is made on July 1, 2003, by and among DANKA OFFICE IMAGING COMPANY ("DOIC"), a Delaware corporation with its chief executive office and principal place of business at 00000 Xxxxx Xxxxxx Xxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000; and DANKA HOLDING COMPANY ("Holding"), a Delaware corporation with its chief executive office and principal place of business at 00000 Xxxxx Xxxxxx Xxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000 (DOIC, and Holding being referred to collectively as "Borrowers," and individually as a "Borrower"); DANKA BUSINESS SYSTEMS PLC (individually and in its capacity as a guarantor, "PLC"), a public limited company organized under the laws of England and Wales with its chief executive office and principal place of business at Masters House, 000 Xxxxxxxxxxx Xxxx, Xxxxxx X000XX Xxxxxxx; the various financial institutions listed on the signature pages hereof and their respective successors and permitted assigns which become "Lenders" as provided herein; and FLEET CAPITAL CORPORATION, a Rhode Island corporation with an office at 000 Xxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, in its capacity as collateral and administrative agent for the Lenders pursuant to Section 12 hereof (together with its successors in such capacity, "Agent"). Capitalized terms used in this Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7have the meanings assigned to them in Appendix A, General Definitions.

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) Form A Map of Escrow Mine Areas Exhibit B Seller Bonds Exhibit C Allocation Schedule Exhibit D Permit Operating Agreement Exhibit 2.2.1(bE-1 Special Warranty Deed Form Exhibit E-2 Lease Agreement Form Exhibit E-3 Sublease Agreement Form Exhibit E-4 Purchased Permits, Contracts, and Land Agreements Assignment and Assumption Agreement Form Exhibit E-5 Coal Leases Assignment and Assumption Agreement Form Exhibit E-6 Xxxx of Sale Form Exhibit E-7 Power of Attorney Form Exhibit E-8(a) Form of Escrow Note Exhibit 2.2.2 Form of Employee Retention Escrow Contract Mining and Reclamation Agreement Exhibit 6.7 Form of Public Announcement Exhibit 6.8(aE-8(b) Forms of Employment Coal Sale Agreement Exhibit 7.2.7 F [Reserved] Exhibit G Transition Services Agreement Form of Non-Competition and Non-Solicitation Exhibit H Lease Guarantee Agreement Exhibit 7.2.10 Form I Performance Guarantee Exhibit J Map of Opinion of Counsel Company Disclosure Restricted Area Exhibit K Deposit Account Control Agreement Exhibit L CAT Equipment Lease Schedule 2.1(a) Owned Real Property Schedule 2.1 Pro Forma Calculations 2.1(b) Land Agreements Schedule 2.3(c2.1(c) Preliminary Closing Balance Sheet Coal Leases Schedule 4.3 Required Consents 2.1(d) Purchased Permits Schedule 4.6 Tax Returns 2.1(e) Contracts Schedule 7.2.6 Certain Employees 2.1(f) Personal Property Schedule 7.2.8 List of 2.1(l) Owned Surface Property to be Leased Schedule 2.1(m) Land Agreements to be Terminated Subleased Schedule 7.2.9 List of Agreements 2.1(n) Mitigation Credits Schedule 2.2(g) Excluded Contracts Schedule 2.3(e) Cotiga North/Association Leases Schedule 2.4(f) – Part I Retained Liabilities Schedule 2.4(f) – Part II Exceptions to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Retained Liabilities Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 4.3 Conflicts Schedule 4.4 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Schedule 4.5 Pending Litigation Schedule 4.9(a) Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Compliance with Applicable Laws Schedule 4.9(b) Non-Compliance with Surface Mining Laws Schedule 4.9(c) Outstanding Permit Applications Schedule 4.9(e) Citations Schedule 4.10 Non-Compliance with Safety Laws Schedule 4.12(a) Third Party Claims to Owned Real Property Schedule 4.12(b) Leasehold Property Assignments and Amendments Schedule 4.12(e) Recoupable Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Schedule 4.12(f) Obligations Associated with March 25, 2005 Transaction Schedule 4.13(a) Environmental Matters Schedule 4.14 Taxes Schedule 4.15(d) Coal Act Liabilities Schedule 4.16 Labor and Employment Matters Schedule 4.17 Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Damage to Purchased Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7Schedule 4.19 Personal Property Valued at or More than $10,000

LIST OF EXHIBITS AND SCHEDULES. Annex 1 Benchmark Replacement Setting Exhibit 2.2.1(aA Form of Assignment and Acceptance Exhibit B Form of Assignment Notice Exhibit C Form of Borrowing Base Certificate Exhibit D Form of Compliance Certificate Exhibit E Form of Notice of Borrowing Exhibit F Form of Notice of Conversion/Continuation Exhibit G Form of Secured Bank Products Provider Agreement Exhibit H Form of Notice of Elected Harvest Period Exhibit 2.1.2 Form of Revolver Note Exhibit 2.2.3 Form of Term Note Exhibit 2.3.2 Form of Equipment Loan Note Exhibit 2.4.4 Form of Capital Expenditure Loan Note Exhibit 2.6.5 Form of DDTL Note Exhibit 6.1(g) Form of Escrow Solvency Certificate Schedule 1.1 Commitments of Lenders Schedule 8.5 Deposit Accounts Schedule 8.6.1 Business Locations Schedule 9.1.4 Names and Capital Structure Schedule 9.1.5 Owned Real Estate Schedule 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.14 Environmental Matters Schedule 9.1.15 Restrictive Agreements Schedule 9.1.16 Litigation Schedule 9.1.18 Pension Plans Schedule 9.1.20 Labor Contracts Schedule 10.2.1 Existing Debt Schedule 10.2.2 Existing Liens Schedule 10.2.5 Existing Investments Schedule 10.2.16 Existing Affiliate Transactions Schedule 14.3.1 Notice Addresses SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of December 13, 2022, among VINTAGE WINE ESTATES, INC., a Nevada corporation, f/k/a Bespoke Capital Acquisition Corp. (“Holdings”), VINTAGE WINE ESTATES, INC., a California corporation (“Borrower Agent”), each Subsidiary of Borrower Agent party to this Agreement Exhibit 2.2.1(b) Form from time to time (together with Borrower Agent, each a “Borrower” and, collectively, “Borrowers”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF THE WEST (“Bank of Escrow Note Exhibit 2.2.2 Form the West”), as administrative agent and collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), Bank of Employee Retention Escrow Agreement Exhibit 6.7 Form the West, AgCountry Farm Credit Services, PCA, Rabo AgriFinance LLC and Compeer Financial PCA, as joint lead arrangers (in such capacity, together with their successors and assigns in such capacity, collectively the “Joint Lead Arrangers”), Bank of Public Announcement Exhibit 6.8(a) Forms the West, as book runner (in such capacity, together with its successors and assigns in such capacity, the “Book Runner”), Bank of Employment Agreement Exhibit 7.2.7 Form the West, as syndication agent (in such capacity, together with its successors and assigns in such capacity, “Syndication Agent”), and Bank of Non-Competition the West as documentation agent (in such capacity, together with its successors and Non-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7assigns in such capacity, the “Documentation Agent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) EXHIBIT A – Legal Description of the Land EXHIBIT B – Allocated Individual Applicable Amounts and Release Amounts EXHIBIT C – Subordination, Nondisturbance and Attornment Agreement EXHIBIT D – Guaranty EXHIBIT E – Concept Subleases EXHIBIT F – Form of Escrow Agreement Exhibit 2.2.1(bRemoval Amendment SCHEDULE 1 – Ground Leases SCHEDULE 1.2 – Excess Property SCHEDULE 1.3 – “Go Dark” Purchase Option Properties SCHEDULE 1.4(a) Form – Construction Properties SCHEDULE 1.4(b) – Purchase of Escrow Note Exhibit 2.2.2 Form Certain Incomplete Construction Properties SCHEDULE 2A – Landlord’s Loan Documents SCHEDULE 2B – Pre-Approved Transferees SCHEDULE 2C – Certain Deemed Affiliates SCHEDULE 2D – Classification of Employee Retention Escrow Agreement Exhibit 6.7 Form Certain Fixtures and Trade Fixtures SCHEDULE 6.1(h) – Reporting Requirements SCHEDULE 8.2(c) – Permitted RLP Subleases SCHEDULE 8.2(h) – Certain Superior Leases SCHEDULE 10.1 – Insurance Requirements SCHEDULE 15.4 – Arbitration Procedures MASTER LEASE AGREEMENT (this “Lease”), dated as of Public Announcement Exhibit 6.8(athe fourteenth (14th) Forms day of Employment Agreement Exhibit 7.2.7 Form June, 2007, between Private Restaurant Properties, LLC (“Landlord”), a Delaware limited liability company, having offices at 0000 X. Xxxx Xxxxx Xxxxxxxxx, 5th Floor, Suite No. 470A, Xxxxx, XX 00000 Attention: Chief Financial Officer, and Private Restaurant Master Lessee, LLC, a Delaware limited liability company (“Tenant”), having its principal offices at 0000 X. Xxxx Xxxxx Xxxxxxxxx, Xxxxx Xx. 000, Xxxxx, XX 00000, Attention: Chief Financial Officer. STATEMENT OF INTENT This Lease constitutes a single, unitary, indivisible, non-severable lease of Nonall the Leased Property. This Lease does not constitute separate leases contained in one document each governed by similar terms. The use of the expression “unitary lease” to describe this Lease is not merely for convenient reference. It is the conscious choice of a substantive appellation to express the intent of the parties in regard to an integral part of this transaction. To accomplish the creation of an indivisible lease, the parties intend that from an economic point of view the portions of the property locations leased pursuant to this Lease constitute one economic unit and that the Basic Rent and all other provisions of this Lease have been negotiated and agreed to based on a demise of all the portions of the property locations covered by this Lease as a single, composite, inseparable transaction. Except as expressly provided in this Lease for specific isolated purposes (and in such cases only to the extent expressly so stated), all provisions of this Lease, including definitions, commencement and expiration dates, rental provisions, use provisions, renewal provisions, breach, default, enforcement and termination provisions and assignment and subletting, shall apply equally and uniformly to all the Leased Property as one unit and are not severable. Subject to the terms and conditions of Section 12.1 hereof, a default of any of the terms or conditions of this Lease occurring with respect to any portion of the Leased Property situated on a particular property location shall be a default under this Lease with respect to all the Leased Property. Except as expressly provided in this Lease for specific isolated purposes (and in such cases only to the extent expressly so stated), the provisions of this Lease shall at all times be construed, interpreted and applied such that the intention of Landlord and Tenant to create a unitary lease shall be preserved and maintained. For the purposes of any assumption, rejection or assignment of this Lease under 11 U.S.C. Section 365 or any amendment or successor section thereof, this is one indivisible and non-Competition severable lease dealing with and Non-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(ccovering one legal and economic unit which must be assumed, rejected or assigned as a whole with respect to all (and only all) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements the Leased Property covered hereby. The Lease is intended to be Terminated Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection a true lease and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7not a secured financing for Tenant.

LIST OF EXHIBITS AND SCHEDULES. Exhibits -------- Exhibit 2.2.1(a) A Delaware Certificate of Merger Exhibit B Certificate of Incorporation of Surviving Corporation Exhibit C Bylaws of Surviving Corporation Exhibit D Major Stockholders Exhibit E Voting Agreement Exhibit F Investor Questionnaire Exhibit G Restricted Stock Agreement Exhibit H Registration Rights Agreement Exhibit I Employment Letter Exhibit J Affiliate Agreement Exhibit K-1 Tax Representation Letter Exhibit K-2 Tax Representation Letter Exhibit L-1 Form of Escrow Agreement Legal Opinion Exhibit 2.2.1(b) L-2 Form of Escrow Note Legal Opinion Exhibit 2.2.2 L-3 Form of Employee Retention Escrow Agreement Exhibit 6.7 Form Legal Opinion Schedules --------- Schedule 3 Individuals Schedule 3.1.1 Subsidiaries Schedule 3.1.2 Qualifications Schedule 3.2.2 Breach or Violation Schedule 3.3.1 PRO DUCT Certificate of Public Announcement Exhibit 6.8(a) Forms Incorporation and Bylaws Schedule 3.4.1 Authorized and Outstanding Stock Schedule 3.4.3 Additional Rights Schedule 3.5.1 Financial Statements Schedule 3.5.2 Absence of Employment Agreement Exhibit 7.2.7 Form Changes Schedule 3.5.4 Indebtedness Schedule 3.6.2 Facility Leases Schedule 3.6.4 Related Agreements Schedule 3.6.5 Encumbrances Schedule 3.7.1 Title and Equipment Schedule 3.7.3 Capital Expenditures Schedule 3.8.1 Intellectual Property Ownership Schedule 3.8.2 Intellectual Property Schedule 3.8.3 Intellectual Property Potential Conflicts Schedule 3.8.4 Intellectual Property Maintenance Schedule 3.8.5 Confidential Information Schedule 3.9 Inventory Schedule 3.10 Accounts Receivable Schedule 3.11.1 Contracts Schedule 3.11.2 Defaults Schedule 3.12 Government Contracts Schedule 3.13.1 Litigation Schedule 3.14.3 Statute of Limitations Schedule 3.14.4 Tax Elections Schedule 3.14.6 Non-Competition deductible Payments Schedule 3.14.7 Tax Liens Schedule 3.14.19 Ownership Change Schedule 3.14.20 Options and NonWarrants Schedule 3.15.1 Employees and Employee Benefit Plans Schedule 3.15.2 Labor Matters Schedule 3.15.3(a) Modifications to Plans Schedule 3.15.3(e) Vesting of Stock Options and Stock Purchase Rights Schedule 3.16.2 Permits Schedule 3.16.5(a) Environmental Conditions Schedule 3.16.5(b) Environmental Compliance Schedule 3.16.5(c) Environmental Actions Schedule 3.16.5(d) Environmental Contaminants Schedule 3.16.5(e) Waste Disposal Schedule 3.16.5(f) Environmental Discharge Schedule 3.17.4 FDA Disclosures Schedule 3.18 Insurance Policies Schedule 3.19 Bank Accounts; Powers of Attorney Schedule 3.20 Third-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Party Consents Schedule 4.6 Tax Returns 3.26 Affiliate Transactions Schedule 7.2.6 Certain Employees 5.1 Business Operations Schedule 7.2.8 List of Agreements to be Terminated 5.7.6 Option Plan Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 5.9 D&O Indemnification accumulated funding deficiency 31 Acquisition Transaction 50 affiliate 36 Affiliate Agreement 51 affiliated group 27 Aggregate Outstanding Claims 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Business Day 3 Cash Consideration Component 5 Cash Exchange Ratio 45 Cash Ratio 5 Cause 52 CERCLA 33 Certificate 2 Claim Notice 61 Claim Shares 8 Closing 1 Closing Date 2 Closing Valuation Price 5 Articles Code 1 Common Merger Consideration 4 Confidential Information 23 Consideration 4 Constituent Corporations 1 Contracts 23 control 36 controlled corporation 28 Converted Option 44 Converted Option Shares 45 CYTYC 1 CYTYC Common Stock 3 CYTYC Preferred Stock 37 CYTYC SEC Documents 38 D&O Indemnified Parties 49 Delaware Certificate of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing Delaware Corporation Law 1 Closing Balance Sheet 9 Closing Disclosure Statement 43 Dissenting Shares 13 Distributable Shares 8 distributing corporation 28 Effective Date 1 Closing Date NWC Effective Time 2 employee benefit plan 17 Employees 28 Encumbrances 20 Environmental Laws 33 Equipment 21 ERISA 30 ERISA Plan 30 Escrow Account 6 Escrow Agent 6 Escrow Cash 6 Escrow Shares 6 excess parachute payment 29 Exchange Agent 13 HSR Act 16 incentive stock options 28, 47 Indebtedness Instruments and Guarantees 19 Indemnification Notice 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 22 Inventory 23 Investor Questionnaire 43 knowledge 15 limited use property 27 Losses 59 Major Stockholders 36 material adverse change 53 Merged Corporation 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 multiemployer plan 30 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans Escrow Cash 46 Option Escrow Cash Retention Factor 45 Parent Option Escrow Shares 45 Option Escrow Shares Retention Factor 45 Option Exchange Ratio 45 Outstanding PRO DUCT Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 6 Parties 1 PCB 33 Permits 32 Plans 28 Post-Closing Tax Period 48 Pre-Closing Balance Sheet Date 42 Pre-Closing Tax Period 48 PRO DUCT 1 PRO DUCT Affiliates 51 Preliminary Closing Balance Sheet PRO DUCT Certificate 12 PRO DUCT Common Stock 3 PRO DUCT Option Holder 45 PRO DUCT Option Shares 45 PRO DUCT Options 3 PRO DUCT Parties 50 PRO DUCT Preferred Stock 3 PRO DUCT Restricted Stock 47 PRO DUCT Series A Preferred Stock 3 PRO DUCT Series B Preferred Stock 3 PRO DUCT Series C Preferred Stock 3 Products 34 promptly 00 XXXX 00 Receivables 23 Registration Rights Agreement 48 Remaining Escrow Shares 8 reorganization 48 Replacement Cash Right 45 Resolved Claim Notice 60 Restrictions 47 Retained Escrow Cash 8 Retention Bonus Plan 52 Rights 17 XXXX 33 SEC 38 Second Escrow Cash Holdback 6 Second Escrow Share Holdback 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Secretary of State 2 Securities Act 44 Series A Merger Consideration 4 Series B Merger Consideration 4 Series C Merger Consideration 4 Stock Consideration Component 5 Stock Ratio 5 Stock Recapitalization 12 Stockholder Representative 10 Stockholder Representative Escrow Amount 11 Stockholders 3 SUB 1 Superior Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 51 Surviving Corporation 1 Surviving Corporation tax exempt bond financed property 27 Tax Returns 26 Taxes 25 tax-exempt use property 27 Third Escrow Cash Holdback 7 Third Escrow Share Holdback 7 Third Party Acquiror 50 Total Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Shares 6 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7Merger Consideration 6 Voting Agreement 36 AGREEMENT AND PLAN OF MERGER ---------------------------- THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of October --------- 17, 2001, is made and entered into by and among CYTYC CORPORATION, a Delaware corporation ("CYTYC"), CYTYC HEALTH CORPORATION, a Delaware corporation and a ----- wholly owned subsidiary of CYTYC ("SUB"), and PRO DUCT HEALTH, INC., a Delaware --- corporation ("PRO DUCT"). Each of CYTYC, SUB and PRO DUCT is deemed a party to -------- this Agreement and hereinafter may be referred to individually as a "Party" and ----- collectively as the "Parties." -------

LIST OF EXHIBITS AND SCHEDULES. Exhibits: Exhibit 2.2.1(a) A Land Exhibit B-1 Existing Leases Exhibit B-2 Delinquency Report Exhibit C Form of Escrow Agreement Exhibit 2.2.1(b) D Pro Forma Title Policy Exhibit E Form of Escrow Note Deed Exhibit 2.2.2 F Form of Employee Retention Escrow Agreement Assignment and Assumption of Leases Exhibit 6.7 G Form of Public Announcement Assignment and Assumption of Contracts Exhibit 6.8(a) Forms H Form of Employment Agreement Seller’s Letter to Tenants Exhibit 7.2.7 I Form of Seller’s Bring-Down Certificate Exhibit J Form of Xxxx of Sale Exhibit K Form of FIRPTA Certificate Exhibit L Form of Seller Title Affidavit Exhibit M Form of Non-Competition and Non-Solicitation Agreement Exhibit 7.2.10 N Intentionally Omitted. Exhibit O Termination of Property Management Agreement Exhibit P Form of Opinion Purchaser’s Bring-Down Certificate Exhibit Q Notice of Counsel Company Disclosure Escrow Claim Exhibit R Form of Sentinel Critical Operations Assignment and Assumption Agreement Exhibit S Audit Letter Schedules: Schedule 1.1.5 Personal Property Schedule 2.1 Pro Forma Calculations 1.1.6 Existing Contracts Schedule 2.3(c3.2.7 Leasing Costs Paid By Seller Schedule 5.1.5 (i) Preliminary Closing Balance Sheet Tenant Options to Purchase Property Schedule 4.3 Required Consents 5.1.5 (ii) Exceptions Relating to Existing Leases Schedule 4.6 Tax Returns 5.1.5 (iii) Brokerage Agreements Schedule 7.2.6 5.1.5 (iv) Security Deposits Schedule 5.1.6 Exceptions Relating to Existing Contracts Schedule 5.1.7 Condemnation Proceedings Schedule 5.1.9 Litigation Schedule 5.1.10 Insurance Policies Schedule 5.1.11 Environmental Matters Schedule 5.1.13 Compliance With Laws Schedule 5.1.13A Certain Employees Building Construction Matters Schedule 7.2.8 5.1.14 Leased Personal Property Schedule 5.1.19 SCO Contracts Schedule 7.4 Lease-Related Transactions Schedule 7.5(i) List of Agreements to be Terminated Certain Tenants Schedule 7.2.9 List 7.5(ii) Tenant Estoppel Certificate Form Schedule 14.10 Brokers PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles the 24th day of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change December, 2009, by and between SENTINEL PROPERTIES – BEDFORD LLC, a Delaware limited liability company (“Seller”) and DIGITAL REALTY TRUST, L.P., a Maryland limited partnership (“Purchaser”). In consideration of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection the mutual promises, covenants and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge agreements hereinafter set forth and of 56 Letter other good and valuable consideration, the receipt and sufficiency of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7which are hereby acknowledged, Seller and Purchaser agree as follows:

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) A Assignment Agreement Exhibit B Notes Exhibit C Notice of Borrowing Exhibit D Notice of Conversion or Continuation Exhibit E Compliance Certificate Exhibit F Collateral Update Certificate Exhibit G Second Lien Guaranty and Security Agreement Exhibit H Form of Escrow Intercreditor Agreement Exhibit 2.2.1(b) Form of Escrow Note I U.S. Tax Certificate Exhibit 2.2.2 Form of Employee Retention Escrow Agreement Exhibit 6.7 Form of Public Announcement Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 Form of Non-Competition J Affiliated Lender Assignment and Non-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure Assumption Schedule I Approved Foreign Commercial Banks Schedule 2.1 Pro Forma Calculations II Equity Redemption Schedule 2.3(c) Preliminary Closing Balance Sheet III Foreign Restructuring Schedule 4.2 Third Party Consents Schedule 4.3 Required Consents Capitalization Schedule 4.6 Tax Returns 4.16 Title to Properties and Mortgages Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre6.13 Post-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit Deliveries Schedule 7.1 Prior Indebtedness Schedule 7.2 Prior Liens Schedule 7.3 Prior Investments Schedule 7.9 Affiliate Transactions THIS SECOND LIEN CREDIT AGREEMENT, DATED AS OF JUNE 7, 2011, IS ENTERED INTO AMONG SRAM, LLC, A DELAWARE LIMITED LIABILITY COMPANY (THE “BORROWER”), SRAM HOLDINGS, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“HOLDINGS”), THE LENDERS (AS DEFINED BELOW) AND JPMORGAN CHASE BANK, N.A. (“JPMORGAN CHASE BANK”), AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT FOR THE LENDERS (IN SUCH CAPACITY, AND TOGETHER WITH ITS SUCCESSORS AND PERMITTED ASSIGNS, THE “ADMINISTRATIVE AGENT”). The parties hereto agree as follows:

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) A-1 Form of Escrow Tranche A Term Note Exhibit A-2 Form of U.S. Tranche B Term Note Exhibit A-3 Form of Canadian Tranche B Term Note Exhibit B Form of Assignment and Assumption Agreement Exhibit 2.2.1(b) C [Reserved] Exhibit D Form of Escrow Note Exhibit 2.2.2 Form Compliance Certificate Schedule 1.1(a) Commitments of Employee Retention Escrow Agreement Exhibit 6.7 Form of Public Announcement Exhibit 6.8(athe Lenders Schedule 1.1(b) Forms of Employment Agreement Exhibit 7.2.7 Form of Non-Competition Excluded Subsidiaries Schedule 7.1 Commercial Tort Claims Schedule 7.2.1 Deposit Accounts Schedule 7.2.3 Credit Card Arrangements Schedule 8.3.3 Consignments Schedule 8.5.1 Business Locations Schedule 9.1.4 Names; Capital Structure; Warrants, Etc. Schedule 9.1.5 Former Names and Non-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure Companies Schedule 9.1.6(a) Real Estate Schedule 2.1 Pro Forma Calculations 9.1.6(b) Investments Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 9.1.8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Schedule 9.1.12 Patents, Trademarks, Copyrights and Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Schedule 9.1.15 Environmental Matters Schedule 9.1.16 Burdensome Agreements Schedule 9.1.17 Litigation Schedule 9.1.19 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Schedule 9.1.20 Canadian Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7Schedule 9.1.22 Labor Contracts Schedule 9.1.25 Certain Transactions Schedule 10.2.1 Existing Debt Schedule 10.2.2 Existing Liens Schedule 10.2.7 Restrictions on Subsidiary Distributions (Contractual Obligations) Schedule 10.2.9(i) Trademarks Licensed to Excluded Subsidiaries THIRD AMENDED AND RESTATED TERM LOAN AND SECURITY AGREEMENT THIS THIRD AMENDED AND RESTATED TERM LOAN AND SECURITY AGREEMENT (THIS “AGREEMENT”) IS ENTERED INTO AS OF NOVEMBER 21, 2014, AMONG MAYOR’S JEWELERS INC., A DELAWARE CORPORATION (THE “US BORROWER” OR “MAYOR’S”), BIRKS GROUP INC. – GROUPE BIRKS INC. (formerly known as BIRKS & MAYORS INC.), A CANADIAN CORPORATION (THE “CANADIAN BORROWER” OR “BIRKS” AND, TOGETHER WITH THE US BORROWER, COLLECTIVELY, THE “BORROWERS” AND EACH INDIVIDUALLY, A “BORROWER”), EACH SUBSIDIARY OF THE BORROWERS FROM TIME TO TIME PARTY HERETO AS A GUARANTOR, EACH LENDER FROM TIME TO TIME PARTY HERETO (COLLECTIVELY, THE “LENDERS” AND EACH INDIVIDUALLY, A “LENDER”) AND CRYSTAL FINANCIAL LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT (IN ITS INDIVIDUAL CAPACITY, “CRYSTAL” OR THE “AGENT”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) A: Plan Summary Term Sheet Exhibit B: Post-Bankruptcy GGP Corporate Structure Exhibit C-1: Brookfield Agreement Exhibit C-2: Fairholme Agreement Exhibit D: REIT Representation Letter Exhibit E: GGO Assets Exhibit F: Form of Escrow Approval Order Exhibit G: Form of Warrant Agreement Exhibit 2.2.1(b) H: [Intentionally Omitted] Exhibit I: [Intentionally Omitted] Exhibit J: Form of Escrow Note REIT Opinion Exhibit 2.2.2 Form of Employee Retention Escrow Agreement K: [Intentionally Omitted] Exhibit 6.7 Form of Public Announcement L: [Intentionally Omitted] Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 M: Form of Non-Competition and Non-Solicitation Control Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 N: Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended REIT Investors INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Defined Term Page 2006 Bank Loan 76 Additional Financing 63 Additional Sales Period 77 Adequate Reserves 30 Affiliate 77 Agreement 1 Appraisal Anticipated Debt Paydowns 63 Approval Motion 36 Approval Order 36 Asset Sales 64 Backstop Investors 55 Backstop Shares 5 Articles of Merger 7 Bankruptcy Cases 1 Average Share Bankruptcy Code 1 Bankruptcy Court 1 Blackstone 94 Blackstone Assigned Securities 94 Blackstone Assigned Shares 94 Blackstone Assigned Warrants 94 Blackstone Purchase Price 5 Balance Sheet 95 Brazilian Entities 77 Bridge Note Amount 9 Bridge Note Interest Rate 9 Bridge Note Maturity Date 14 Base 9 Bridge Notes 9 Bridge Securities 57 Brookfield Agreement 2 Brookfield Consortium Member 77 Brookfield Investor 2 Business Day 77 Capital Raising Activities 77 Cash Amount 3 business day 56 Certificate 3 Equivalents 77 Change of Recommendation 39 Control 78 Chapter 11 1 Claims 78 Clawback Percentage 6 Clawback Shares 6 Closing 1 Closing Balance Sheet 9 4 Closing Date 1 5 Closing Date NWC 8 Net Debt 78 Closing Share Price 4 Date Net Debt W/O Reinstatement Adjustment and Permitted Claims Amounts 79 Closing Xxxxxxxxx 00 XXXX 00 CNDAS Dispute Notice 50 CNDAS Disputed Items 50 Code 11 Collection and Use 22 Common Stock 1 Company 2 Company Benefit Plan 79 Company Board 80 Company Disclosure Letter 13 Company Ground Lease Property 27 Company Mortgage Loan 28 Company Option Plans 15 Company Properties 24 Company Property 24 Company Property Lease 27 Company Rights Offering 5 Company SEC Reports 19 Competing Transaction 80 Conclusive Net Debt Adjustment Statement 80 Confirmation Order 60 Confirmed Debtors 89 Contract 80 control 88 Corporate Level Debt 80 Dealer Manager 55 Debt 80 Debtors 1 Company Designation Conditions 4 DIP Loan 81 Disclosure Statement 81 Disclosure Statement Order 60 Dispute Notice 49 Disputed Items 49 Effective Date 4 Encumbrances 25 Environmental Laws 21 Equity Exchange 2 Equity Securities 15 ERISA 81 ERISA Affiliate 23 Excess Equity Capital Proceeds 8 Excess Surplus Amount 81 Exchangeable Notes 81 Excluded Claims 81 Excluded Non-US Plans 23 Fairholme Agreement 3 Fairholme Purchasers 3 Foreign Plan 23 Fully Diluted Basis 83 Fully Diluted GGO Economic Interest 83 GAAP 84 GGO 2 GGO Agreement 43 GGO Board 43 GGO Common Share Amount 84 GGO Common Stock 11 GGO Non-Control Agreement 84 GGO Note Amount 84 GGO Per Share Purchase Price 13 GGO Pro Rata Share 84 GGO Promissory Note 84 GGO Purchase Price 13 GGO Representative 11 GGO Setup Costs 85 GGO Share Distribution 12 GGO Shares 2 Company Disclosure Schedule 13 GGO Warrants 37 GGP Backstop Rights Offering 55 GGP Backstop Rights Offering Amount 55 GGP Pro Rata Share 85 Governmental Entity 85 Hazardous Materials 22 Xxxxxx Agreement 85 Xxxxxx Amount 84 Xxxxxx Heirs Obligations 85 Identified Assets 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Indebtedness 85 Indemnity Cap 51 Initial Investors 3 Investment Agreements 3 Joint Venture 86 Knowledge 86 Law 86 Liquidity Equity Issuances 86 Liquidity Target 62 Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 86 Material Contract 87 Material Lease 27 Measurement Date 15 Most Recent Statement 24 MPC Assets 88 MPC Taxes 88 Net Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time Excess Amount 88 Net Debt Surplus Amount 88 New Common Stock 1 Employee Retention Escrow 6 Employee Retention Escrow New Debt 63 New DIP Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing 60 New Warrant Vesting Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 37 New Warrants 36 Non-Disclosure Control Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 88 Non-Controlling Properties 88 NYSE 37 Offering Premium 88 Operating Partnership 89 Original Agreement 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 PBGC 23 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Purchase Price 3 Permitted Claims 89 Permitted Claims Amount 89 Permitted Replacement Shares 89 Permitted Title Exceptions 25 Person 56 90 Petition Date 1 Plan 18 Pre-Closing Balance 1 Plan Debtors 89 Plan Summary Term Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 1 PMA Claims 89 Preliminary Closing Date NWC 8 Net Debt Review Deadline 90 Preliminary Closing Date Net Debt Review Period 90 Preliminary Closing Date Net Debt Schedule 49 Proportionally Consolidated Debt 90 Proportionally Consolidated Unrestricted Cash 90 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives Approval Order 36 Proposed Securities 39 Restricted Transaction 39 Returns 23 Review PSCM 1 Purchase Price 3 Purchaser 1 Purchaser Board Designee 43 Purchaser GGO Board Designees 43 Purchaser Group 91 Put Notice 7 Put Option 7 Put Shares 6 Put Termination Notice 8 Refinance Cap 66 Reinstated Amounts 63 Reinstatement Adjustment Amount 91 Reinstatement Amount 91 REIT 30 REIT Subsidiary 30 Reorganized Company 1 Reorganized Company Organizational Documents 47 Repurchase Notice 6 Repurchase Shares 6 Reserve 89 Reserve Surplus Amount 91 Reserved Shares 6 Resolution Period 49 Rights Agreement 91 Rights Offering Election 5 Xxxxx Bonds 91 Rule 144 53 Sales Cap 65 SEC 32 19 Securities Act 19 Settlement Communications Agreement 43 Shareholders’ Representative 1 Date 7 Share Cap Number 64 Share Equivalent 91 Shares 3 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Subsidiaries 92 Specified Debt 92 Subscription Right 39 Subsidiary 92 Synthetic Lease Obligation 86 Target Net Debt 92 Tax Contest 52 taxes 23 Technology 26 Protection Agreements 92 Tax Return 30 Taxes 30 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold 92 Total Purchase Amount 4 Transactions 92 Transfer 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working TRUPS 92 Unrestricted Cash 93 Unrestricted Date 52 Unsecured Indebtedness 93 UPREIT Units 93 x Warrant Agreement 36 Warrants 36 AMENDED AND RESTATED STOCK PURCHASE AGREEMENT, effective as of March 31, 2010 (this “Agreement”), by and between General Growth Properties, Inc., a Delaware corporation (“GGP”), and Pershing Square Capital Credit 7 Working Capital Deficit Management, L.P. (“PSCM”), on behalf of Pershing Square, L.P., a Delaware limited partnership, Pershing Square II, L.P., a Delaware limited partnership, Pershing Square International, Ltd. a Cayman Islands exempted company and Pershing Square International V, Ltd., a Cayman Islands exempted company, (each, except PSCM, together with its permitted nominees and assigns, a “Purchaser”). On March 31, 2010, GGP and Purchasers entered into the Stock Purchase Agreement (as subsequently amended on May 3, 2010 and May 7, 2010, the “Original Agreement”) to provide for the terms and conditions for the consummation of the transactions contemplated herein. Pursuant to Section 13.8 of the Original Agreement, the parties thereto wish to amend and restate the Original Agreement ab initio in its entirety as set forth herein. References herein to “date of this Agreement” and “date hereof” shall refer to March 31, 2010.

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) A Revolver Note Exhibit B Bank Product Provider Letter Agreement Exhibit C Assignment and Acceptance Exhibit D Assignment Notice Exhibit E Form of Escrow Agreement Mortgage Exhibit 2.2.1(b) Form of Escrow Note Exhibit 2.2.2 Form of Employee Retention Escrow Agreement Exhibit 6.7 Form of Public Announcement Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 Form of Non-Competition and Non-Solicitation Agreement Exhibit 7.2.10 F Form of Opinion of Counsel Company Disclosure Xxxxxxx Xxxx & Xxxxxxxxx LLP Exhibit G Form of Opinion of Xxxxx and Xxxxxxx Exhibit H Form of Opinion of Xxxxxx, Xxxxx and Hunter Exhibit I Form of Opinion of Xxxxx Xxxxxx Exhibit J Form of Opinion of Xxxxxx Xxxxxx LLP Exhibit K Form of Lien Waiver Schedule 1.1A Commitments of Lenders Schedule 2.1 Pro Forma Calculations 1.1B Eligible Vessels Schedule 2.3(c1.1C Specified Vessels Schedule 1.1D Title Insurance; Assignments of Leases, Etc. Schedule 1.1E PL480 Vessels Schedule 1.1F Existing Fuel Xxxxxx Schedule 1.1G Existing Letters of Credit Schedule 7.1 Certain Excluded Property Schedule 7.3.1 Mortgaged Real Estate Schedule 7.3.2 Leases Schedule 8.4.3 Lien Waiver Locations Schedule 8.5 Deposit Accounts Schedule 8.6.1 Business Locations Schedule 9.1.4 Names and Capital Structure Schedule 9.1.5 Former Names and Companies Schedule 9.1.6 Real Estate Schedule 9.1.12 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.15 Environmental Matters Schedule 9.1.16 Restrictive Agreements Schedule 9.1.17 Litigation Schedule 9.1.19 Pension Plan Disclosures Schedule 9.1.21 Labor Contracts Schedule 10.2.1 Certain Permitted Debt Schedule 10.2.2 Existing Liens Schedule 10.2.17 Existing Affiliate Transactions LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 List is dated as of Agreements December 22, 2009, among UNITED MARITIME GROUP, LLC, a Florida limited liability company (“Group”), U.S. UNITED BARGE LINE, LLC, a Florida limited liability company (“Barge”), U.S. UNITED OCEAN SERVICES, LLC, a Florida limited liability company (“Ocean”), U.S. UNITED BULK TERMINAL, LLC, a Louisiana limited liability company (“Bulk”), U.S. UNITED INLAND SERVICES, LLC, a Delaware limited liability company (“Inland”), XXXX XXXXXXX, LLC, a Delaware limited liability company (“Xxxx”), XXXX XXX XXXXXX, LLC, a Delaware limited liability company (“Xxxx Xxx”), XXXXXX XXXXXXXX, LLC, a Delaware limited liability company (“Xxxxxx”), XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx”, and together with Group, Barge, Ocean, Bulk, Inland, Xxxx, Xxxx Xxx and Xxxxxx, individually and collectively, jointly and severally, the “Borrowers”), the financial institutions party to be Terminated Schedule 7.2.9 List of Agreements this Agreement from time to be Amended INDEX time as lenders (collectively, “Lenders”), BANK OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection AMERICA, N.A., a national banking association, as administrative agent and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 Inco-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Noncollateral agent for Lenders (in such capacity, “Agent”) and as security trustee (in such capacity, “Security Trustee”), BANC OF AMERICA SECURITIES LLC, a Delaware limited liability company, XXXXX FARGO FOOTHILL, LLC, a Delaware limited liability company, and JEFFERIES FINANCE LLC, a Delaware limited liability company, as joint lead arrangers (in their respective capacities, “Joint Lead Arrangers”) and book managers (in their respective capacities, “Book Managers”) for Lenders, and XXXXX FARGO FOOTHILL, LLC, a Delaware limited liability company, as co-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Precollateral agent for Lenders (in such capacity, “Co-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7Collateral Agent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(aDescription Exhibit A Company Financial Statements Schedule Description Schedule 3.4 Capitalization Schedule 3.6 No Breach of Statute or Contract Schedule 3.8 Absence of Undisclosed Liabilities Schedule 3.9 Absence of Certain Changes Schedule 3.10 Taxes Schedule 3.11 Contracts; Insurance Schedule 3.12 Litigation Schedule 3.13 Liens and Encumbrances Schedule 3.14 Compliance Schedule 3.17 Permits and Licenses Schedule 3.18 Banking Arrangements Schedule 3.20 Employee Benefit Plans Schedule 4.3 Subsidiary Schedule 4.4 Capitalization Schedule 4.6 No Breach of Statute or Contract Schedule 4.8 Financial Statements Schedule 4.11 Consents Schedule 4.12 Litigation Schedule 4.14 Absence of Certain Changes Schedule 4.15 Taxes Schedule 4.16 Contracts; Insurance Schedule 4.17 Liens and Encumbrances Schedule 4.18 Claims Against Intellectual Property Schedule 4.19 Compliance Schedule 4.21 Accounts and Notes Receivable Schedule 4.22 Permits and Licenses Schedule 4.23 Banking Arrangements Schedule 4.25 Employee Benefit Plans Schedule 4.28 Convertible Notes Schedule 4.30 Related party Transaction Schedule 6.1(g) Form of Escrow Agreement Exhibit 2.2.1(bPreferred C Designation Schedule 6.2(e) Form of Escrow Note Exhibit 2.2.2 Form of Employee Retention Escrow Agreement Exhibit 6.7 Form of Public Announcement Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 Form of Non-Competition and Non-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Schedule 6.2(l) Xxxxxx Termination Agreement Schedule 6.2(n) Amendments to Convertible Notes Schedule 6.2(o) Securities Purchase Agreement (CP US) Exhibit A Company Disclosure Financial Statements Schedule 3.4 Capitalization Structure (Propalms) See attached. Schedule 2.1 Pro Forma Calculations 3.6 Breaches of Contracts and Applicable Laws (Propalms) None. Schedule 2.3(c3.8 Debt Structure (Propalms) Preliminary Closing Balance Sheet See attached. Schedule 3.9 Material Changes (Propalms) None. Schedule 3.10 Tax Issues (Propalms) See attached. Schedule 3.11 Existing Contracts and Insurance Policies (Propalms) See attached. Schedule 3.12 Litigation (Propalms) None. Schedule 3.13 Lien contests (Propalms) See attached. Schedule 3.14 Compliance (Propalms) None. Schedule 3.17 Licenses and Permits (Propalms) (1) Microsoft GOLD Certified Partner (2) VMware Technology Alliance Partner (3) HP Developer & Solution partner (4) CryptoCard (5) Fujitsu America Select Partner program Schedule 3.18 Bank Accounts (Propalms) Schedule 3.20 Employee Benefit Plans (Propalms) See attached. Schedule 4.3 Subsidiaries (Vanity) VAEV Merger Sub Inc. The following subsidiaries are no longer active and have been administratively dissolved Vanity Events, Inc. (Delaware) America’s Cleaning Company (Delaware) Vanity Licensing, Inc. (Delaware) Schedule 4.4 Stockholders (Vanity) See attached. Schedule 4.6 Breaches of Statutes/Contracts (Vanity) None. Schedule 4.8 Financial Statements (Vanity) See attached. Schedule 4.11 Required Consents (Vanity) Consent of the Board of Directors. Schedule 4.6 4.12 Litigation (Vanity) None known other than as disclosed in the Company’s SEC filings. Schedule 4.14 Material Changes (Vanity) None. Schedule 4.15 Tax Returns Issues (Vanity) None. Schedule 7.2.6 Certain Employees 4.16 Contracts and Insurance Policies (Vanity) The Crexent, LLC Lease $524.70 per month, expires on April 30, 2014 D&O Insurance Policy #11225503 expires October 3, 2014 Financed with Bank Direct 8 payments of $1,676.72 remain MDM Worldwide Solutions XBRL Mapping/Filing $1750.00 per filing Xxxxxxxx & Company 2013 Annual Audit $30,000-35,000 2014 Quarterly Reviews $2,500 2014 Annual Audit $28,000-32,000 Xxxxxxxxx Xxxxxxxx-Xxxx Consulting Agreement IBC Settlement Agreement & Stipulation $426,908.03 JLM Development JLM Development Proposal dated September 18, 2012 including budget of $125,000 Stock Issue Schedule 7.2.8 List of Agreements to be Terminated 4.17 Lien Contests (Vanity) None. Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure 4.18 IP Claims (Vanity) None. Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 74.19

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) A Form of Note Exhibit B Form of Warrant Exhibit C Escrow Agreement Exhibit 2.2.1(b) D Form of Escrow Note Exchange Agreement Exhibit 2.2.2 E Form of Employee Retention Escrow Agreement Guaranty Exhibit 6.7 F Form of Public Announcement Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 Form of Non-Competition and Non-Solicitation Agreement Exhibit 7.2.10 Form of Legal Opinion of Counsel Company Disclosure Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 1 List of Agreements to be Terminated Subscribers Schedule 7.2.9 List 3 Security Interest Documents Schedule 5(a) Subsidiaries Schedule 5(d) Capitalization and Additional Issuances Schedule 5(q) Banking Schedule 5(s) Auditors Schedule 5(x) Transfer Agent Schedule 9(e) Use of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Proceeds - Monthly Budget Schedule 11 Company 9(l) Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Schedule 9(q) Registrable Stock Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool EXHIBIT A TO SUBSCRIPTION AGREEMENT NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. Principal Amount: $2,500,000 Issue Date: July 30, 2010 CONVERTIBLE PROMISSORY NOTE FOR VALUE RECEIVED, MEGAWEST ENERGY CORP., a corporation continued under the Business Corporations Act (Alberta) (hereinafter called “Borrower”), hereby promises to pay to the order of IROQUOIS CAPITAL OPPORTUNITY FUND LP, maintaining an address at 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, without demand, the sum of Two Million Five hundred Thousand Dollars ($$2,500,000) (“Principal Amount”), with interest accruing thereon, on January 30, 2012 (the “Maturity Date”), if not sooner paid. This Note has been entered into pursuant to the terms of a subscription agreement among the Borrower, the Holder and certain other holders (the “Other Holders”) of convertible promissory notes (the “Other Notes”), dated of even date herewith (the “Subscription Agreement”) for up to an aggregate Principal Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow of $2,500,000. Unless otherwise separately defined herein, all capitalized terms used in this Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Note:

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a“A” Primary Leases (Identify the mineral leases and orders pertaining to the Xxxxx) Form Exhibit “B” Xxxxx (Interests owned by [confidential information onmitted) Exhibit “B-1” Xxxxx (Interests owned by San Antonio Gas & Oil, Inc. and Altex Resources, Inc.) Exhibit “B-3” Altex II Assets and liabilities Exhibit “C” Support Systems (Describe disposal xxxxx and disposal facilities together with any gathering and processing facilities) Exhibit “D” Surface Rights (Identify all Surface Leases, easements and rights-of-way) Exhibit “D-1” Fee Lands Exhibit “E” Contracts (Identify all material contracts such as joint operating agreements, farmout agreements, participation agreements, etc.) Exhibit “F” Allocated Values (For Purchase Price adjustment purposes and, if applicable, preferential purchase rights, allocated values forthe assets should be specified) Exhibit “G” Assignment and Xxxx of Escrow Agreement Sale Exhibit 2.2.1(b) Form of Escrow Note Exhibit 2.2.2 Form of Employee Retention Escrow Agreement Exhibit 6.7 Form of Public Announcement Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 Form of “H” Non-Competition and Non-Solicitation Agreement Foreign Affidavit Exhibit 7.2.10 Form “I” Arbitration Schedule 3.1 Assumption of Opinion of Counsel Company Disclosure Altex II Liabilities Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c3.4(b) Preliminary Closing Balance Sheet Adjustment Xxxxx Schedule 4.3 Required Employees of Altex II (Compensation and Benefits) Schedule 10.4 Litigation Schedule 10.5 Material Change Schedule 10.7 Consents and Governmental Approvals Schedule 4.6 Tax Returns 10.8 Insurance Coverages Schedule 7.2.6 Certain Employees 10.10 Compliance with Law Schedule 7.2.8 List of Agreements to be Terminated 10.11 Authority for Expenditures Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure 10.13 Take-or-Pay Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government 10.14 Preferential Purchase Right Schedule 10.17 Marketing Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Schedule 10.18 Production Imbalances Schedule 10.22 Suspense Accounts Schedule 10.23 Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7Expenditures Schedule 10.24

LIST OF EXHIBITS AND SCHEDULES. Exhibits Exhibit 2.2.1(a) A Accounting Principles Exhibit B Form of Escrow Assignment and Assumption Agreement Exhibit 2.2.1(b) C Form of Escrow Note Bill of Sale Exhibit 2.2.2 D Form of Employee Retention Escrow Authorized Reseller Agreement Exhibit 6.7 E Form of Public Announcement Exhibit 6.8(a) Forms of Employment Grant-Back License Agreement Exhibit 7.2.7 F Form of Non-Competition and Non-Solicitation Shared Services Agreement Exhibit 7.2.10 G Form of Trademark License Agreement Exhibit H Form of Mxxx Lxxxx Xxxxxxx Must O’Xxxxx LLC Opinion Exhibit I Form of Counsel Company Disclosure Restrictive Covenants Agreement Exhibit J Form of Wxxxx Oxxxxx Xxxxxx LLP Opinion Schedules Schedule l.0l (A)–Business Financials Schedule 2.1 Pro Forma Calculations l.0l (B)–Closing Payment Schedule 2.3(c2.0l (a)(i)–Acquired Tools and Equipment Schedule 2.0l (a)(ii) Preliminary Closing Balance Sheet – Acquired Inventory Schedule 4.3 Required 2.0l (a)(iii)–Acquired Accounts Receivable Schedule 2.0l (a)(iv)– Acquired IP Schedule 2.0l (a)(v)–Shared IP Schedule 2.01 (a)(vi) – Acquired Contracts Schedule 2.0l (a)(vii) – Pennits Schedule 2.0l (a)(viii) – Customer Deposits Schedule 2.01 (b)(iv) IP other than Acquired IP and Shared IP Schedule 2.01 (b)(v) – Certain Excluded Assets Schedule 2.0l(c)(ii) – Accrued Vacation Schedule 2.02(b)(i) – Pay-offWire Instructions Schedule 2.02(b)(iii) – Seller Wire Instructions Schedule 2.02(c)(v) – Eam-Out Examples Schedule 2.02(e) – Purchase Price Allocation Schedule 2.02(f) – Price Adjustment Regarding Certain Leased Equipment and Licensed Assets Schedule 3.01 (a) – Existence and Power; Subsidiaries Schedule 3.0l (e) – Consents Schedule 4.6 Tax Returns 3.0l (f)(iv) – Inventory Schedule 7.2.6 Certain 3.0l (g) – Absence of Changes Schedule 3.0l (h) – Undisclosed Liabilities Schedule 3.0l (i) – Contracts Schedule 3.01 (j) – Litigation Schedule 3.0l (k)(ii) – Necessary Permits Schedule 3.0l (l)(i) – Real Property Schedule 3.0l (m) – Encumbrances Schedule 3.01(n)(i) – Intellectual Property Used in Business or Shared Business Schedule 3.0l (n)(ii) – Retained IP Schedule 3.0l (o)(i) – Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 3.0l(o)(ii) – Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Schedule 3.01 ( o)(iv) – Employee Benefit Plan Payments Schedule 3.0l(p) – Labor and Employment Matters Schedule 3.0l(q) – Environmental Compliance Schedule 3.0l(q)(ii) Environmental Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 ShareholdersSchedule 3.0l(r)– Finders’ Representative 1 Significant Customer 21 Significant Fees - Seller Schedule 3.0l(s) – Acquired Assets Schedule 3.0l(t) –Consignment Schedule 3.01 (u)– Insurance Schedule 3.0l(v) Customers and Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7Schedule 3.0l(w)(i) –Taxes Schedule 3.0l(x) - Relationships with Affiliates Schedule 3.02(d) - Finders’ Fees – Buyer Schedule 7.04 – DARPA Project Schedule 7.07 –Hired Employees Schedule 8.02(h)- Required Consents

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) A Form of Escrow Term B/C/D/E/F/G Note Exhibit B Assignment and Acceptance Exhibit C Assignment Notice Exhibit D Joinder Agreement Exhibit 2.2.1(b) Form of Escrow Note Exhibit 2.2.2 Form of Employee Retention Escrow Agreement Exhibit 6.7 Form of Public Announcement Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 Form of Non-Competition E Compliance Certificate Schedule 1.1A Lender Term B Loan Amounts Schedule 1.1B Lender Term C Loan Amounts Schedule 1.1C Lender Term D Loan Amounts Schedule 1.1D Lender Term E Loan Amounts Schedule 1.1E Lender Term F Loan Amounts Schedule 1.1F Lender Term G Loan Amounts Schedule 7.5 Deposit Accounts Schedule 7.6.1 Business Locations Schedule 8.1.4 Names and Non-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure Capital Structure Schedule 8.1.5 Corporate Names; Locations Schedule 2.1 Pro Forma Calculations 8.1.8 Surety Obligations Schedule 2.3(c) Preliminary Closing Balance Sheet 8.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 4.3 Required Consents 8.1.14 Environmental Matters Schedule 4.6 Tax Returns 8.1.15 Restrictive Agreements Schedule 7.2.6 Certain Employees 8.1.16 Litigation Schedule 7.2.8 List of Agreements to be Terminated 8.1.18 Pension Plans Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure 8.1.20 Labor Contracts Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 8.1.29 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7Schedule 9.2.1 Existing Indebtedness Schedule 9.2.2 Existing Liens Schedule 9.2.5 Investments Schedule 9.2.17 Existing Affiliate Transactions FIFTH AMENDED AND RESTATED TERM LOAN AGREEMENT THIS FIFTH AMENDED AND RESTATED TERM LOAN AGREEMENT (this “Agreement”) is dated as of June 28, 2013 among KELLWOOD COMPANY, a Delaware corporation (“Borrower Representative” or “Parent”) and its Domestic Subsidiaries from time to time a party hereto (each a “Borrower” and collectively with Borrower Representative, “Borrowers”), other Obligors (as defined below) party hereto, SCSF Kellwood Finance, LLC, a Delaware limited liability company (“SCSF Finance”) and Sun Kellwood Finance, LLC, a Delaware limited liability company (“Sun Finance” and, together with the SCSF Finance, each a “Lender” and collectively, the “Lenders”) and Sun Finance, in its capacity as collateral agent for each Lender (the “Collateral Agent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibits: Exhibit 2.2.1(a) A Land Exhibit B-1 Existing Leases Exhibit B-2 Delinquency Report Exhibit C Form of Escrow Agreement Exhibit 2.2.1(b) D Pro Forma Title Policy Exhibit E Form of Escrow Note Deed Exhibit 2.2.2 F Form of Employee Retention Escrow Agreement Assignment and Assumption of Leases Exhibit 6.7 G Form of Public Announcement Assignment and Assumption of Contracts Exhibit 6.8(a) Forms H Form of Employment Agreement Seller’s Letter to Tenants Exhibit 7.2.7 I Form of Seller’s Bring-Down Certificate Exhibit J Form of Xxxx of Sale Exhibit K Form of FIRPTA Certificate Exhibit L Form of Seller Title Affidavit Exhibit M Form of Non-Competition and Non-Solicitation Agreement Exhibit 7.2.10 N Intentionally Omitted. Exhibit O Termination of Property Management Agreement Exhibit P Form of Opinion Purchaser’s Bring-Down Certificate Exhibit Q Notice of Counsel Company Disclosure Escrow Claim Exhibit R Form of Sentinel Critical Operations Assignment and Assumption Agreement Exhibit S Audit Letter Schedules: Schedule 1.1.5 Personal Property Schedule 2.1 Pro Forma Calculations 1.1.6 Existing Contracts Schedule 2.3(c3.2.7 Leasing Costs Paid By Seller Schedule 5.1.5 (i) Preliminary Closing Balance Sheet Tenant Options to Purchase Property Schedule 4.3 Required Consents 5.1.5 (ii) Exceptions Relating to Existing Leases Schedule 4.6 Tax Returns 5.1.5 (iii) Brokerage Agreements Schedule 7.2.6 Certain Employees 5.1.5 (iv) Security Deposits Schedule 7.2.8 5.1.6 Exceptions Relating to Existing Contracts Schedule 5.1.7 Condemnation Proceedings Schedule 5.1.9 Litigation Schedule 5.1.10 Insurance Policies Schedule 5.1.11 Environmental Matters Schedule 5.1.13 Compliance With Laws Schedule 5.1.14 Leased Personal Property Schedule 5.1.19 SCO Contracts Schedule 7.4 Lease-Related Transactions Schedule 7.5(i) List of Agreements to be Terminated Certain Tenants Schedule 7.2.9 List 7.5(ii) Tenant Estoppel Certificate Form Schedule 14.10 Brokers PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles the 24th day of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change December, 2009, by and between SENTINEL PROPERTIES – TRUMBULL, LLC, a Delaware limited liability company (“Seller”) and DIGITAL REALTY TRUST, L.P., a Maryland limited partnership (“Purchaser”). In consideration of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection the mutual promises, covenants and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge agreements hereinafter set forth and of 56 Letter other good and valuable consideration, the receipt and sufficiency of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7which are hereby acknowledged, Seller and Purchaser agree as follows:

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) A: Plan Summary Term Sheet Exhibit B: Post-Bankruptcy GGP Corporate Structure Exhibit C-1: Brookfield Agreement Exhibit C-2: Pershing Agreement Exhibit D: REIT Representation Letter Exhibit E: GGO Assets Exhibit F: Form of Escrow Approval Order Exhibit G: Form of Warrant Agreement Exhibit 2.2.1(b) H: [Intentionally Omitted] Exhibit I: [Intentionally Omitted] Exhibit J: Form of Escrow Note REIT Opinion Exhibit 2.2.2 Form of Employee Retention Escrow Agreement K: [Intentionally Omitted] Exhibit 6.7 Form of Public Announcement L: [Intentionally Omitted] Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 M: Form of Non-Competition and Non-Solicitation Control Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure N: Certain REIT Investors Schedule Schedule 2.1 I: GGO and GGP Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended Rata Shares INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate Defined Term Page 2006 Bank Loan 56 Act 40 Additional Financing 46 Additional Sales Period 56 Adequate Reserves 23 Affiliate 57 Agreement 1 Appraisal Shares 5 Articles of Merger Anticipated Debt Paydowns 46 Approval Motion 29 Approval Order 29 Asset Sales 47 Backstop Commitment 7 Backstop Consideration 8 Bankruptcy Cases 1 Average Share Price 5 Balance Sheet Date 14 Base Bankruptcy Code 1 Bankruptcy Court 1 Blue Sky 40 Brookfield Agreement 2 Brookfield Backstop Commitment 7 Brookfield Consortium Member 57 Brookfield Investor 2 Business Day 57 Capital Raising Activities 57 Cash Amount 3 business day 56 Certificate 3 Equivalents 57 Change of Recommendation 39 Control 57 Chapter 11 1 Claims 58 Closing 1 Closing Balance Sheet 9 3 Closing Date 1 4 Closing Date NWC 8 Net Debt 58 Closing Share Price 4 Date Net Debt W/O Reinstatement Adjustment and Permitted Claims Amounts 58 Closing Restraint 55 Code 11 Collection and Use 28 17 Common Stock 1 Company 1 Company Common Shares 2 Benefit Plan 59 Company Board 59 Company Disclosure Schedule 11 Letter 9 Company Intellectual Ground Lease Property 26 21 Company Lease Mortgage Loan 22 Company Option Plans 10 Company Properties 19 Company Licensed Intellectual Property 26 19 Defined Term Page Company Property Lease 21 Company Rights Offering 4 Company SEC Reports 14 Competing Transaction 59 Conclusive Net Debt Adjustment Statement 59 Confirmation Order 43 Confirmed Debtors 67 Contract 60 Conversion Shares 60 Corporate Level Debt 60 Debt 60 Debtors 1 Designation Conditions 3 DIP Loan 60 Disclosure Statement 60 Disclosure Statement Order 43 Dispute Notice 38 Disputed Items 38 Effective Date 3 Eligible Holder 6 Encumbrances 19 Environmental Laws 16 Equity Exchange 1 Equity Securities 11 ERISA 60 ERISA Affiliate 17 Essential Assets 60 Excess Surplus Amount 61 Exchangeable Notes 61 Excluded Claims 61 Excluded Non-US Plans 17 Expiration Time 7 Fairholme 62 Foreign Plan 17 Fully Diluted Basis 62 GAAP 62 GGO 2 GGO Backstop Limit 7 GGO Common Share Amount 62 GGO Common Stock 5 GGO Minimum Allocation Right 7 GGO Note Amount 62 GGO Per Share Purchase Price 6 GGO Pro Rata Share 63 GGO Promissory Note 63 GGO Purchase Price 63 Defined Term Page GGO Representative 5 GGO Rights Offering 6 GGO Rights Offering Shares 6 GGO Setup Costs 63 GGO Share Distribution 6 GGO Shares 63 GGO Warrants 30 GGP 1 GGP Pro Rata Shares 63 Governmental Entity 63 Hazardous Materials 16 Xxxxxx Agreement 64 Xxxxxx Amount 63 Xxxxxx Heirs Obligations 64 Identified Assets 5 Indebtedness 64 Indemnity Cap 39 Initial Investors 2 Investment Agreements 2 Joint Venture 64 Knowledge 64 Law 64 Liquidity Equity Issuances 64 Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 65 Material Contract 65 Material Lease 21 Measurement Date 10 Most Recent Statement 19 MPC Assets 66 MPC Tax Reserve 66 MPC Taxes 66 Net Debt Excess Amount 66 Net Debt Surplus Amount 66 New Common Stock 1 New Debt 46 New Warrants 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Control Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 66 Non-Controlling Properties 66 NYSE 30 Offering Premium 67 Operating Partnership 67 PBGC 17 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Purchase Price 3 Permitted Claims 67 Permitted Claims Amount 67 Defined Term Page Permitted Replacement Shares 67 Permitted Title Exceptions 19 Pershing Agreement 2 Pershing Backstop Commitment 7 Pershing Purchasers 2 Person 56 67 Petition Date 1 Plan 18 Pre-Closing Balance 1 Plan Debtors 67 Plan Summary Term Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 1 PMA Claims 67 Preliminary Closing Date NWC 8 Net Debt Review Deadline 68 Preliminary Closing Date Net Debt Review Period 68 Preliminary Closing Date Net Debt Schedule 38 Proportionally Consolidated Debt 68 Proportionally Consolidated Unrestricted Cash 68 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Approval Order 29 Proposed Securities 31 Purchase Group 68 Purchase Notice 8 Purchase Price 3 Purchaser 1 Purchaser Debt Holdings 60 Record Date 6 Refinance Cap 48 Reinstated Amounts 46 Reinstatement Adjustment Amount 68 Reinstatement Amount 68 REIT 24 REIT Subsidiary 24 Reorganized Company 1 Reorganized Company Organizational Documents 36 Reserve 67 Reserve Surplus Amount 69 Resolution Period 38 Right 6 Rights Agreement 69 Rights Offering Election 4 Xxxxx Bonds 69 Rule 144 41 Sales Cap 48 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 14 Securities Act 14 Share Cap Number 46 Share Equivalent 69 Shares 3 Defined Term Page Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax Subsidiaries 69 Specified Debt 69 Subscription Agent 7 Subscription Right 31 Subsidiary 69 Synthetic Lease Obligation 64 Target Net Debt 69 Tax Protection Agreements 69 Tax Return 24 Taxes 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 70 Total Current Assets Unsubscribed Shares 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7Transactions 70 TRUPS 70 Unrestricted Cash 70 Unrestricted Date 40 Unsecured Indebtedness 70 UPREIT Units 70 Warrant Agreement 29 Warrants 29 STOCK PURCHASE AGREEMENT, dated as of March 31, 2010 (this “Agreement”), by and between General Growth Properties, Inc., a Delaware corporation (“GGP”), and The Xxxxxxxxx Xxxx, a series of Fairholme Funds, Inc., a Maryland corporation (“The Xxxxxxxxx Xxxx”) and Fairholme Focused Income Fund, a series of Fairholme Funds, Inc., a Maryland corporation, (each, together with its permitted nominees and assigns, a “Purchaser”).

LIST OF EXHIBITS AND SCHEDULES. EXHIBITS Exhibit 2.2.1(a) A-1- Exhibit A-2- Exhibit B- Exhibit C- Exhibit D- Exhibit E- Property Owners and Property Descriptions Legal Descriptions Allocation of Acquisition Consideration Due Diligence Documents Delivered by Transferors Form of Master Lease Form of Assignment of Membership Interests SCHEDULES Schedule 1.37 Schedule 1.41 Schedule 2.3 Schedule 2.4(a) Schedule 2.4(b) Schedule 5.6 Schedule 7.1 Schedule 7.4 Schedule 8.1.4 Schedule 8.1.5 Schedule 8.1.9 Schedule 8.1.10 Schedule 8.1.13 Schedule 8.1.26 Schedule 8.1.32(a) Schedule 8.1.32(b) Schedule 9.1.4 Schedule 12.1.19 List of Required Repairs Form of Trademark License Agreement Personal Property Trademarks and Tradenames List of WebRoomz Software Licenses Form of Repair Escrow Agreement Exhibit 2.2.1(b) Form of Escrow Note Exhibit 2.2.2 Form of Employee Retention Escrow Agreement Exhibit 6.7 Form of Public Announcement Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 Title Objections Form of Non-Competition and Non-Solicitation Imputation Indemnity Outstanding Litigation Environmental Reports Tenant Defaults Service Contracts Existing Loans Transferee’s Partnership Agreement Exhibit 7.2.10 PT Operating Agreements PT Articles of Organization Agreement Regarding Contributed Properties Form of Legal Opinion of Transferors’ Counsel Company Disclosure Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual EXHIBIT A-1 PROPERTIES AND TRANSFERORS Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7Owner Berkeley Place Clemson, South Carolina Berkeley Place, LLC, a South Carolina limited liability company Cape Place Cape Girardeau, Missouri Cape Place (DE), LLC, a Delaware limited liability company Carrollton Place Carrollton, Georgia Carrollton Place, LLC, a Georgia limited liability company Xxxxxxx Place I & II Xxxxxx, Xxxxxxx Xxxxxxx Place (DE), LLC, a Delaware limited liability company Clemson Place Clemson, South Carolina Clemson Place (DE), LLC, a Delaware limited liability company Jacksonville Place Jacksonville, Alabama Jacksonville Place (DE), LLC, a Delaware limited liability company Macon Place Macon, Georgia Macon Place (DE), LLC, a Delaware limited liability company Xxxxxx Place Martin, Tennessee Xxxxxx Place (DE), LLC, a Delaware limited liability company Xxxxxx Place Murray, Kentucky Xxxxxx Place (DE), LLC, a Delaware limited liability company River Place Carrollton, Georgia River Place (DE), LLC, a Delaware limited liability company Statesboro Place Statesboro, Georgia Southern Place, LLC, a Georgia limited liability company Xxxx Place Troy, Alabama Xxxx Place (DE), LLC, a Delaware limited liability company Western Place Bowling Green, Kentucky Western Place, LLC, a Georgia limited liability company EXHIBIT A-2

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) A Form of Escrow Agreement Revolver Note Exhibit 2.2.1(b) B Forms of Term Notes Exhibit C Form of Escrow Note Notice of Conversion/Continuation Exhibit 2.2.2 D Form of Employee Retention Escrow Agreement Notice of Borrowing Exhibit 6.7 E Compliance Certificate Exhibit F Opinion Letter Requirements Exhibit G Form of Public Announcement Assignment and Acceptance Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 H Form of Non-Competition and Non-Solicitation Agreement Notice Exhibit 7.2.10 I Joint Ventures Constituting Permitted Affiliates Exhibit J Approved Processors Exhibit K Form of Opinion Borrowing Base Certificate Exhibit L Imported Inventory Agreement Schedule 1 Commitments Schedule 2 Notice Addresses Schedule 8.1.1 Borrowers’ Business Locations Schedule 8.1.2 Borrowers’ Insurance Schedule 9.1.1 Jurisdictions in which Borrowers and each Subsidiary is Authorized to do Business Schedule 9.1.4 Capital Structure of Counsel Company Disclosure Borrowers Schedule 9.1.5 Corporate Names Schedule 2.1 Pro Forma Calculations 9.1.12 Surety Obligations Schedule 2.3(c9.1.13 Tax Identification and Organizational Identification Numbers of Borrowers and Subsidiaries Schedule 9.1.15 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.18 Contracts Restricting Borrowers’ Right to Incur Debts Schedule 9.1.19 Litigation Schedule 9.1.21 Capitalized and Operating Leases Schedule 9.1.23 Labor Relations Schedule 9.1.27 Real Property Schedule 9.1.28 Environmental Matters Schedule 9.1.30 Bank Accounts Schedule 10.2.5 Permitted Liens Schedule 10.2.8 Restrictions on Upstream Payments AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT THIS AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Agreement”) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 List is made on May 9, 2006, by and among PNA GROUP, INC. (individually “PNA” and, in its capacity as the representative of Agreements the other Borrowers pursuant to be Terminated Schedule 7.2.9 List Section 4.4 hereof, “Borrower Agent”), a Delaware corporation with its chief executive office and principal place of Agreements business at 000 Xxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000; XXXXX PIPE & STEEL COMPANY, an Arizona corporation (“Xxxxx”) with its chief executive office and principal place of business at 0000 Xxx Xxxxxx, Suite 600, Houston, Texas 77056; INFRA-METALS CO., formerly known as Preussag International Steel Corporation, a Georgia corporation (“Infra-Metals”), with its chief executive office and principal place of business at 000 Xxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000; FERALLOY CORPORATION, a Delaware corporation (“Feralloy”) with its chief executive office and principal place of business at 0000 X. Xxxxxxx, Chicago, Illinois 60631; DELTA STEEL L.P., a Texas limited partnership and successor by conversion to be Amended INDEX Delta Steel, Incorporated (“Delta Steel”) with its chief executive office and principal place of business at 0000 Xxx Xxxxxx, Suite 600, Houston, Texas 77056; DELTA GP, L.L.C., a Texas limited liability company (“delta GP”) with its chief executive office and principal place of business at 0000 Xxx Xxxxxx, Suite 600, Houston, Texas 77056; DELTA LP, L.L.C., a Delaware limited liability company (“Delta LP”) with its chief executive office and principal place of business at 000 Xxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000; DELNOR CORPORATION, a Texas corporation (“Delnor”) with its chief executive office and principal place of business at 0000 Xxx Xxxxxx, Suite 600, Houston, Texas 77056; TRAVEL MERGER CORPORATION, a Delaware corporation (“Merger Sub”) with its chief executive office and principal place of business at 000 Xxxxx Xxxxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000; and TRAVEL MAIN CORPORATION, a Delaware corporation (“PropertyCo”) with its chief executive office and principal place of business at 000 Xxxxx Xxxxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 (PNA, Xxxxx, Infra-Metals, Feralloy, Delta Steel, Delta GP, Delta LP, Delnor, Merger Sub And PropertyCo being referred to collectively as “Borrowers,” and individually as a “Borrower”); the various financial institutions listed on the signature pages hereof and their respective successors and permitted assigns which become “Lenders” as provided herein; BANK OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection AMERICA, N.A., a national banking association with an office at 000 Xxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, as successor agent to Fleet Capital Corporation in its capacity as collateral and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing administrative agent for the Lenders pursuant to section 13 hereof (together with its successors in such capacity, “Administrative Agent”); XXXXX FARGO FOOTHILL, LLC a Delaware limited liability company, in its capacity as syndication agent for the Lenders pursuant to Section 13 hereof (together with its successors in such capacity, “Syndication Agent”), and THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation, LASALLE BANK NATIONAL ASSOCIATION, a national banking association and WACHOVIA CAPITAL FINANCE CORPORATION (CENTRAL), an Illinois corporation in their capacities as co-documentation agents for the Lenders pursuant to Section 13 hereof (together with their successors in such capacity, “Co-Documentation Agents” and collectively with Administrative Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7and Syndication Agent, the “Agents”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) A Form of Escrow Agreement Revolver Note Exhibit 2.2.1(b) B Form of Escrow Term Note Exhibit 2.2.2 C Form of Employee Retention Escrow Agreement Settlement Note Exhibit 6.7 D Form of Public Announcement Notice of Conversion/Continuation Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 E Form of Non-Competition and Non-Solicitation Agreement Notice of Borrowing Exhibit 7.2.10 F Form of Compliance Certificate Exhibit G Form of Opinion Contents Exhibit H Form of Counsel Company Disclosure Assignment and Acceptance Exhibit I Form of Notice Exhibit J Letter of Credit Procurement Request Schedule 7.1.1 Borrowers’ Business Locations Schedule 2.1 Pro Forma Calculations 7.1.2 Borrowers’ Insurance Schedule 2.3(c) Preliminary Closing Balance Sheet 8.1.1 Jurisdictions in which Borrowers and each Subsidiary is Authorized to do Business Schedule 4.3 Required Consents 8.1.4 Capital Structure of Borrowers Schedule 4.6 8.1.5 Corporate Names Schedule 8.1.12 Surety Obligations Schedule 8.1.13 Tax Returns Identification Numbers of Borrowers and Subsidiaries Schedule 7.2.6 Certain Employees 8.1.15 Patents, Trademarks, Copyrights and Licenses Schedule 7.2.8 List 8.1.18 Contracts Restricting Borrowers’ Right to Incur Debts Schedule 8.1.19 Litigation Schedule 8.1.21 Capitalized and Operating Leases Schedule 8.1.22 Pension Plans Schedule 8.1.23 Disruptions of Agreements to be Terminated Trade Relations Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 8.1.24 Collective Bargaining Agreements; Labor Controversies Schedule 8.1.28 Life Insurance Policies Schedule 9.2.3 Debt for Money Borrowed in Existence on the Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection Schedule 9.2.5 Permitted Liens Schedule 9.2.8 Restrictions on Upstream Payments LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT is made on May 15, 2002, by and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options among THE XXXX COMPANIES, formerly known as Xxxx Furniture Corporation, a Nevada corporation with its chief executive office and principal place of business at 0000 Xxxxxx Xxxxxxxxx, Xxxxx 000, XxXxxx, Virginia 22102 (individually and, in its capacity as the representative of the other Borrowers pursuant to Section 3.4 hereof, “Xxxx Companies”); XXXX DIVERSIFIED, INC., a Delaware corporation with its chief executive office and principal place of business at 000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000 (“Xxxx Diversified”); HOME ELEMENTS, INC., a Virginia corporation with its chief executive office and principal place of business at 0000 Xxxxxx Xxxxxxxxx, Xxxxx 000, XxXxxx, Virginia 22102 (“Home Elements”); XXXX FURNITURE WOOD PRODUCTS, INC., a California corporation with its principal place of business at 0000 Xxxxxx Xxxxxxxxx, Xxxxx 000, XxXxxx, Xxxxxxxx 00000 (“Wood Products”); XXXX PROPERTIES, INC., a California corporation with its principal place of business at 0000 Xxxxxx Xxxxxxxxx, Xxxxx 000, XxXxxx, Xxxxxxxx 00000 (“Xxxx Properties”); STOREHOUSE, INC., a Georgia corporation with its chief executive office and principal place of business at 0000 Xxxxxxxxx Xxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (“Storehouse”); XXXX FURNITURE, INC., a Virginia corporation with its principal place of business at 0000 Xxxxxx Xxxxxxxxx, Xxxxx 000, XxXxxx, Virginia 22102 (“Furniture”); and THE XXXXXXXX GOLD CO., a North Carolina corporation with its chief executive office and principal place of business at 0000 Xxxxxxxxxxxx Xxxx, Xxxxxxxxxxxx, Xxxxx Xxxxxxxx 00000 (“Xxxxxxxx Gold Co.”); (Xxxx Companies, Xxxx Diversified, Home Elements, Wood Products, Xxxx Properties, Storehouse, Furniture and Xxxxxxxx Gold Co. being referred to collectively as “Borrowers,” and individually as a “Borrower”); the various financial institutions listed on the signature pages hereof and their respective successors and permitted assigns which become “Lenders” as provided herein; and FLEET CAPITAL CORPORATION, a Rhode Island corporation with an office at 000 Xxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 in its capacity as collateral and administrative agent for the Lenders pursuant to Section 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow hereof (together with its successors in such capacity, “Agent”). Capitalized terms used in this Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7have the meanings assigned to them in Appendix A, General Definitions.

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) A-1 Form of Escrow US Term Note Exhibit A-2 Form of Canadian Term Note Exhibit B Form of Assignment and Assumption Agreement Exhibit 2.2.1(b) C Form of Escrow Note Information Certificate Exhibit 2.2.2 D Form of Employee Retention Escrow Agreement Exhibit 6.7 Form Compliance Certificate Schedule 1.1(a) Commitments of Public Announcement Exhibit 6.8(athe Lenders Schedule 1.1(b) Forms of Employment Agreement Exhibit 7.2.7 Form of Non-Competition Excluded Subsidiaries Schedule 1.1(c) Certain Store Closings Schedule 7.1 Commercial Tort Claims Schedule 7.2.1 Deposit Accounts Schedule 7.2.3 Credit Card Arrangements Schedule 8.3.3 Consignments Schedule 8.5.1 Business Locations Schedule 9.1.4 Names; Capital Structure; Warrants, Etc. Schedule 9.1.5 Former Names and Non-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure Companies Schedule 9.1.6(a) Real Estate Schedule 2.1 Pro Forma Calculations 9.1.6(b) Investments Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 9.1.8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Schedule 9.1.12 Patents, Trademarks, Copyrights and Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Schedule 9.1.15 Environmental Matters Schedule 9.1.16 Burdensome Agreements Schedule 9.1.17 Litigation Schedule 9.1.19 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 NonSchedule 9.1.20 Canadian Plans Schedule 9.1.22 Labor Contracts Schedule 9.1.25 Certain Transactions Schedule 10.2.1 Existing Debt Schedule 10.2.2 Existing Liens Schedule 10.2.7 Restrictions on Subsidiary Distributions (Contractual Obligations) Schedule 10.2.9(i) Trademarks Licensed to Excluded Subsidiaries AMENDED AND RESTATED TERM LOAN AND SECURITY AGREEMENT THIS AMENDED AND RESTATED TERM LOAN AND SECURITY AGREEMENT (THIS “AGREEMENT”) IS ENTERED INTO AS OF JUNE 8, 2011, AMONG MAYOR’S JEWELERS INC., A DELAWARE CORPORATION (THE “US BORROWER”), BIRKS & MAYORS INC., A CANADIAN CORPORATION (THE “CANADIAN BORROWER” AND, TOGETHER WITH THE US BORROWER, COLLECTIVELY, THE “BORROWERS” AND EACH INDIVIDUALLY, A “BORROWER”), EACH SUBSIDIARY OF THE BORROWERS FROM TIME TO TIME PARTY HERETO AS A GUARANTOR, EACH LENDER FROM TIME TO TIME PARTY HERETO (COLLECTIVELY, THE “LENDERS” AND EACH INDIVIDUALLY, A “LENDER”), GB MERCHANT PARTNERS, LLC, AS ADMINISTRATIVE AGENT AND CO-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 PreCOLLATERAL AGENT (IN ITS INDIVIDUAL CAPACITY, “GB”) AND XXXXX FARGO CREDIT, INC., AS CO-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7COLLATERAL AGENT AND AS DOCUMENTATION AGENT (IN ITS INDIVIDUAL CAPACITY, “WFC”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) A — Form of Escrow Assignment and Acceptance Exhibit B — Form of Note Exhibit B-1 — Form of Designated Bank Note Exhibit C — Form of Notice of Committed Borrowing Exhibit D — Form of Notice of Conversion/Continuation Exhibit E — List of Closing Documents Exhibit F — Form of Officer’s Certificate to Accompany Reports Exhibit G — Sample Calculations of Financial Covenants Exhibit H — Form of Money Market Quote Request Exhibit I — Form of Invitation for Money Market Quote Exhibit J — Form of Money Market Quote Exhibit K — Form of Designation Agreement Exhibit 2.2.1(b) L — Form of Escrow Note Qualified Borrower Guaranty of Payment Exhibit 2.2.2 M — Form of Employee Retention Escrow Agreement Guaranty of Collection Exhibit 6.7 N — Form of Public Announcement U.S. Tax Compliance Certificates Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 O — Form of NonNotice of Qualified Borrower Schedule 1.1 — Allocations Schedule 1.1.4 — Permitted Securities Options Schedule 1.1.5 — Unsecured Bond Offerings Schedule 3.6 — Existing Letters of Credit Schedule 7.1-Competition A — Schedule of Organizational Documents Schedule 7.1-C — Corporate Structure; Outstanding Capital Stock and NonPartnership Interests; Partnership Agreement Schedule 7.1-Solicitation H — Indebtedness for Borrowed Money; Contingent Obligations Schedule 7.1-I — Pending Actions Schedule 7.1-P — Existing Environmental Matters Schedule 7.1-Q — ERISA Matters Schedule 7.1-T — Insurance Policies AMENDED AND RESTATED CREDIT AGREEMENT This Amended and Restated Credit Agreement, dated as of April 7, 2014 (as amended, supplemented or modified from time to time, the “Agreement”) is entered into among SIMON PROPERTY GROUP, L.P., the Qualified Borrowers party hereto, the institutions from time to time a party hereto as Lenders, whether by execution of this Agreement Exhibit 7.2.10 Form or an Assignment and Acceptance, the institutions from time to time a party hereto as Co-Agents, whether by execution of Opinion of Counsel Company Disclosure Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements this Agreement or an Assignment and Acceptance, and XX XXXXXX XXXXX BANK, N.A., as Administrative Agent, X.X. XXXXXX SECURITIES LLC, as joint lead arranger and joint bookrunner, XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, as joint lead arranger and joint bookrunner, the financial institutions listed on the cover page to be Terminated Schedule 7.2.9 List of Agreements this Agreement as “Joint Lead Arrangers”, as joint lead arrangers, BANK OF AMERICA, N.A., as Syndication Agent, the financial institutions listed on the cover page to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 this Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection as “Co-Syndication Agents”, as Co-Syndication Agents, the financial institutions listed on the cover page to this Agreement as “Co-Documentation Agents”, as Co-Documentation Agents, the financial institutions listed on the cover page to this Agreement as “Senior Managing Agents”, as Senior Managing Agents, and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow the financial institutions listed on the cover page to this Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7as “Managing Agents”, as Managing Agents.

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) A Form of Escrow Assignment and Acceptance Exhibit B-1 Form of Note Exhibit B-2 Form of Designated Bank Note Exhibit C Form of Notice of Borrowing Exhibit D Form of Notice of Conversion /Continuation Exhibit E List of Closing Documents Exhibit F Form of Compliance Certificate to Accompany Reports Exhibit G Sample of Calculations of Financial Covenants Exhibit H Form of Competitive Bid Quote Request Exhibit I Form of Invitation for Competitive Bid Quote Exhibit J Form of Competitive Bid Quote Exhibit K Form of Designation Agreement Exhibit 2.2.1(b) L Form of Escrow Note Exhibit 2.2.2 Form Guaranty Schedule 1.1.1 Existing Permitted Liens Schedule 1.1.2 Permitted Securities Options Schedule 6.1(d) Equity Changes Schedule 7.1-A Organizational Documents Schedule 7.1-C Corporate Structure; Outstanding Capital Stock and Partnership Interests; Partnership Agreement Schedule 7.1-H Indebtedness for Borrowed Money; Contingent Obligations Schedule 7.1-I Pending Actions Schedule 7.1-P Environmental Matters Schedule 7.1-Q ERISA Matters Schedule 7.1-R Securities Activities Schedule 7.1-T Insurance Policies AMENDED AND RESTATED CREDIT AGREEMENT This Amended and Restated Credit Agreement dated as of Employee Retention Escrow September 7, 2000 (as amended, supplemented or modified from time to time, the "AGREEMENT") is entered into among RECKSON OPERATING PARTNERSHIP, L.P., a Delaware limited partnership ("RECKSON"), the institutions from time to time a party hereto as Lenders, whether by execution of this Agreement Exhibit 6.7 Form of Public Announcement Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 Form of Non-Competition or an Assignment and Non-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection Acceptance, THE CHASE MANHATTAN BANK as Administrative Agent, UBS WARBURG LLC as Syndication Agent, DEUTSCHE BANK as Documentation Agent, and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7CHASE SECURITIES INC. and UBS WARBURG LLC as joint lead arrangers and joint book managers. RECITALS

LIST OF EXHIBITS AND SCHEDULES. EXHIBITS Exhibit 2.2.1(a) A-1 Form of Escrow Assignment and Assumption Agreement Exhibit 2.2.1(b) A-2 Form of Escrow Note Assignment and Assumption of Distribution Easements Exhibit 2.2.2 A-3 Exhibit B Form of Employee Retention Escrow Assignment and Assumption of Transmission Easements Form of Bill of Sale Exhibit C Form of Special Warranty Deed Exhibit D Form of Seller’s Affidavit Exhibit E Form of Franchise Ordinance Exhibit F Form of FPL Termination Agreement Exhibit 6.7 G Reserved Exhibit H Reserved Exhibit I-1A Form of Public Announcement Airport Substation 5 Lease Agreement and Memorandum of Lease Exhibit 6.8(a) Forms I-1B Form of Employment Airport Substation 6 Lease Agreement and Memorandum of Lease Exhibit I-2 Form of Airport Warehouse Lease Agreement and Memorandum of Lease Exhibit J Current Form of Streetlight Agreement Exhibit 7.2.7 K Form of Non-Competition and Non-Solicitation Pole Attachment Agreement [Intentionally Omitted] Exhibit L-1 Form of Fiber License Agreement Exhibit 7.2.10 X-0 Xxxxxxx X-0 Form of Opinion Substation Easement Agreement Form of Counsel Company Disclosure Substation Equipment Operating and Dismantling Agreement Exhibit M Reserved Exhibit N Reserved Exhibit O Reserved Exhibit P Form of District License Exhibit Q Form of District Sublicense Exhibit R Substation 20 Transmission R/W Exhibit S Power Plant Site Property Description Exhibit T Grand Harbor Property Description Exhibit U Acquired Substations and Certain Other FPUA Joint Facilities Related Property Descriptions Exhibit V Reserved Exhibit W Reserved Exhibit X Reserved Exhibit Y Form of Grounding Lease Agreement SCHEDULES Schedule 1.1(17) Assumed Contracts Schedule 2.1 Pro Forma Calculations 1.1(50) Specific Customer Service Assets Schedule 2.3(c1.1(61) Preliminary Closing Balance Sheet Easements Schedule 4.3 Required Consents 1.1(81) Excluded Inventory Schedule 4.6 Tax Returns 1.1(88) Fiber Optic System Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company 1.1(127) Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Schedule 1.1(144) Specific Permitted Encumbrances Schedule 1.1(160) Radio Licenses Schedule 1.1(161) Real Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Schedule 1.1(184) Service Territory Schedule 1.1(196) Title Commitments Schedule 1.1(204) Vehicles Schedule 2.2(1) Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 for Seller to Provide Other Municipal or Utility Functions Schedule 3.6(d) Prorations Schedule 3.7(v) Estoppel Certificates from Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 PreSeller Parties to Assumed Contracts Schedule 3.7(w) Estoppel Certificates from Non-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Seller Parties to Real Property Interest Instruments Schedule 4.3 Seller Third-Party Claim 51 Consents Schedule 4.4 Reports Schedule 4.5 Certain Disclosed Liabilities to which Acquired Assets are Subject Schedule 4.6(a) Encumbrances Schedule 4.6(b) Encumbrances on Title to Tangible Personal Property Schedule 4.6(e)(i) Eminent Domain or Rezoning Actions Schedule 4.6(f) Rents, Fees, Royalties, Water Or Sewer Charges, Taxes or Assessments or Other Amounts Payable or Receivable Schedule 4.7 Acquired Assets Not in Sufficient Condition Schedule 4.7(b) Acquired Assets in Need of Repair Schedule 4.8 Insurance Schedule 4.9 Environmental, Licensing and Governmental Matters Schedule 4.9(j) Environmental Permits Schedule 4.10 Labor Matters Schedule 4.11(a) Benefit Plans Schedule 4.12 Acquired Assets not Located on Real Property Schedule 4.13 Material Seller Contracts Schedule 4.13(b) Other Contracts Schedule 4.14 Seller Legal Proceedings Schedule 4.15(a) Non-Environmental Permits Schedule 4.17 Tax Matters Schedule 4.18 Intellectual Property Schedule 5.3(a) Buyer Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7Consents Schedule 5.3(b) Buyer’s Required Regulatory Approvals Schedule 6.1(a) Interim Period Exceptions Schedule 6.4(a) Permitted Actions Schedule 6.10(a) Employees ASSET PURCHASE AND SALE AGREEMENT This ASSET PURCHASE AND SALE AGREEMENT (the “Agreement”), dated as of , 2017 (the “Date of this Agreement”), is made and entered into by and between the CITY OF VERO BEACH, FLORIDA, a municipal corporation organized under the laws of the State of Florida (“Seller”), and FLORIDA POWER & LIGHT COMPANY, a corporation organized under the laws of the State of Florida (“Buyer”). Xxxxxx and Xxxxx are referred to individually as a “Party,” and together as the “Parties.”

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) A Form of Note Exhibit B Form of Class A Warrants Exhibit C Escrow Agreement Exhibit 2.2.1(b) D Form of Escrow Note Legal Opinion Exhibit 2.2.2 E1 Form of Lockup Agreement Exhibit E2 and E3 Form of Employee Retention Escrow Lockup Agreement Exhibit 6.7 Form of Public Announcement Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 Form of Non-Competition and Non-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 1 List of Agreements Subscribers Schedule 5(a) Subsidiaries Schedule 5(d) Capitalization and Additional Issuances Schedule 5(o) Undisclosed Liabilities Schedule 5(w) Transfer Agent Schedule 8 Fees Schedule 9(e) Use of Proceeds Schedule 9(l) Intellectual Property Schedule 9(v) Lockup Providers Schedule 11.1(iv) Securities to be Terminated Registered Schedule 7.2.9 12(a) Excepted Issuances SCHEDULES to Subscription Agreement dated January 20, 2011 SCHEDULE 1 List of Agreements Subscribers SUBSCRIBER PRINCIPAL AMOUNT Whalehaven Capital Fund Limited [Address omitted] $ 75,000.00 Schlomo & Xxxxxx Xxxxxxx [Address omitted] $ 75,000.00 Xxxxx X. Xxxxxxxxx [Address omitted] $ 45,000.00 PSM Holdings [Adress omitted] $ 25,000.00 J. Maya IRA [Address omitted] $ 45,000.00 Emmy Xxxxxx XXX [Address omitted] $ 25,000.00 ALPHA CAPITAL ANSTALT [Adress omitted] $100,000.00 paid in 2nd closing Centaurian Fund [Address omitted] $ 10,000.00 paid in 2nd closing TOTALS $400,000.00 SCHEDULES to Subscription Agreement dated January 20, 2011 Schedule 5(a) Subsidiaries Attitude Drink Company, Inc., a Delaware corporation, is a wholly owned subsidiary and has 50,000,000 shares of common stock, $.001 par value, of which 100,000 shares are issued and outstanding and held of record by the Company. SCHEDULE 5(d) Capitalization and Additional Issuances Capital Structure As of January 20, 2011, the total authorized capital stock which the Corporation shall have authority to issue is: One Billion Twenty Million (1,020,000,000) of which stock One Billion (1,000,000,000) shares of the par value of $.001 each shall be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles common stock and of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change which Twenty Million (20,000,000) shares of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection the par value of $.001 each shall be preferred stock. Further, the board of directors of this Corporation, by resolution only and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company without further action or approval, may cause the Corporation to issue one or more classes or one or more series of preferred stock within any class thereof and which classes or series may have such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the board of directors, and to fix the number of shares constituting any classes or series and to increase or decrease the number of shares of any such class or series. Effective July 7, 2010, the Corporation implemented a 20:1 reverse split of its common stock. As of January 20, 2011, there are 23,882,306 shares of common stock issued and outstanding and 9,000,000 shares of Series A Convertible Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7issued and outstanding.

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) EXHIBIT A — Tranche A Note EXHIBIT B — Tranche B Note EXHIBIT C — Working Capital Note EXHIBIT D-1 — Security Agreement EXHIBIT D-2 — Subsidiary Security Agreement EXHIBIT E-1 — Holdings Pledge Agreement EXHIBIT E-2 — Pledge Agreement EXHIBIT F — Subsidiary Guaranty EXHIBIT G — Borrowing Base Certificate EXHIBIT H-1 — Opinion of Xxxxxxxx & Xxxxx EXHIBIT H-2 — Opinion of General Counsel to the Loan Parties EXHIBIT I — Opinion of Goldberg, Kohn, Bell, Black, Xxxxxxxxxx & Moritz, Ltd., Special Counsel to the Agent EXHIBIT J-1 — Form of Escrow Agreement Exhibit 2.2.1(b) Assignment EXHIBIT J-2 — Form of Escrow Note Exhibit 2.2.2 Notice of Assignment EXHIBIT K — Form of Employee Retention Escrow Subordination Agreement Exhibit 6.7 Form of Public Announcement Exhibit 6.8(aSCHEDULE 6.10 — Subsidiaries SCHEDULE 6.13 — Federal Tax Identification Numbers SCHEDULE 6.15 — Brokers SCHEDULE 6.17 — Employment, Shareholders' and Subscription Agreements SCHEDULE 6.21 — Environmental Matters SCHEDULE 6.22 — Initial Capitalization SCHEDULE 6.23 — Real Property Interests SCHEDULE 6.24(a) Forms of Employment Agreement Exhibit 7.2.7 Form of Non-Competition and Non-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c— Government Contract Notices SCHEDULE 6.24(b) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 — Specified Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge SCHEDULE 8.1 — Outstanding Debt SCHEDULE 8.2 — Existing Liens SCHEDULE 8.7 — Existing Investments iv CREDIT AGREEMENT CREDIT AGREEMENT dated as of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7March 9, 2000 among XX XXXXXXXXXXXXX, INC., XX XXXXXXXXXXXXX, L.L.C., the LENDERS listed on the signature pages hereof, BANC OF AMERICA COMMERCIAL FINANCE CORPORATION, as Agent and FIRST UNION NATIONAL BANK, as Syndication Agent.

LIST OF EXHIBITS AND SCHEDULES. EXHIBITS Exhibit 2.2.1(a) Form of Escrow Agreement A Real Property Description Exhibit 2.2.1(b) Form of Escrow Note A-1 through Exhibit 2.2.2 Form of Employee Retention Escrow Agreement A-6 Exhibit 6.7 Form of Public Announcement Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 Form of Non-Competition and Non-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 C List of Agreements to be Terminated Tenant Leases Exhibit D Special Warranty Deed Exhibit E Bill xx Sale Exhibit F Assignment of Leases, Service Contracts and Warranties Exhibit G Tenant Estoppel Certificate Exhibit H Assignment and Assumption of Declarant Obligations Exhibit I Assignment and Assumption of Declarant Obligations Schedule 7.2.9 1 Personal Property List Schedule 2 Disclosure Items Schedule 3 Preapproved Leases Schedule 4 List of Agreements to be Amended INDEX Original Leases Schedule 5 List of Service Contracts Schedule 6 Pending or Threatened Litigation Schedule 7 List of Major Tenants EXHIBIT A-1 XXXXXX XXXX XXX XXXX XXXXXX, XXXXX [SEE ATTACHED] EXHIBIT A-2 XXXXXXXXX XXXXXXXX XXXX AND LAND ALBUQUERQUE, NEW MEXICO [SEE ATTACHED] EXHIBIT A-3 ACADEMY POINT ATRIUM II COLORADO SPRINGS, COLORADO [SEE ATTACHED] EXHIBIT A-4 AERO TECH R&D COLORADO SPRINGS, COLORADO [SEE ATTACHED] EXHIBIT A-5 BLACK CANYON TECH CENTER PHOENIX, ARIZONA [SEE ATTACHED] EXHIBIT A-6 TUCSON TECH CENTER TUCSON, ARIZONA [SEE ATTACHED] EXHIBIT B ALLOCATION OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection PURCHASE PRICE PROPERTY PURCHASE PRICE -------- -------------- Tucson Tech Center, Arizona $4,300,000 Black Canyon Tech, Arizona $7,850,000 Aero Tech R & D, Colorado $6,600,000 Academy Pointe Atrium II, Colorado $8,650,000 Broaxxxxx Xxxiness Park, New Mexico $5,400,000 Summit Park, Texas $8,200,000 Summit Land and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7Broaxxxxx Xxxd $2,500,000 EXHIBIT C LIST OF TENANT LEASES BY PROPERTY EXHIBIT D SPECIAL WARRANTY DEED [See Attached] EXHIBIT A [Legal Description] [See Attached] EXHIBIT B

LIST OF EXHIBITS AND SCHEDULES. EXHIBITS Exhibit 2.2.1(aA — Land Exhibit B — Title Cure Obligations Exhibit C — Special Warranty Xxxx of Sale Exhibit D — Special Warranty Deed Exhibit E — Assignment and Assumption Agreement (of Operating Agreements, Leased Property Agreements and Off-Site Facility Agreements) Form Exhibit F — Assignment and Assumption of Escrow Occupancy Agreements Exhibit G — Intentionally Omitted Exhibit H — Registration Rights Agreement Exhibit 2.2.1(b) Form I — Partnership Amendment Exhibit J — Prospective Subscriber Questionnaire Exhibit K — Prospective Power of Escrow Note Attorney and Limited Partner Signature Page Exhibit 2.2.2 Form of Employee Retention Escrow L — Partnership Letter Exhibit M — Lock-Up Agreement Exhibit 6.7 Form of Public Announcement Exhibit 6.8(a) Forms of Employment N — Pledge and Security Agreement Exhibit 7.2.7 Form O — Tax Reporting and Protection Agreement SCHEDULES Schedule 1 — Intentionally Omitted Schedule 2 — Operating Agreements and Leased Property Agreements and Off-Site Facility Agreements Schedule 3 — Employment Agreements Schedule 4 — Occupancy Agreements Schedule 5 — Additional Defined Terms Ashford Hospitality Limited Partnership/Marriott Crystal City Gateway Agreement of NonPurchase and Sale EXHIBIT A LAND Tract 1: Parcel 1, containing 100,012 square feet, more or less, as shown on “Plat Showing the Resubdivision of the Property of Xxxx Associates, a Limited Partnership” attached to a Deed of Resubdivision and Easement recorded in Deed Book 2231, page 1330, among the land records of Arlington County, Virginia, and more particularly described as follows: BEGINNING at the intersection of the westerly right of way line of South Xxxxxxxxx-Competition Xxxxx Highway, U.S. Rte. 1, with the northerly right of way line of 18th Street South, said point of beginning being the southeasterly corner of property of Xxxx Associates as acquired in Deed Book 1997, page 1214 of the land records of Arlington County, Virginia; thence running with said northerly right of way line of 18th Street South, along the following courses and Nondistances: S. 79° 04’ 35” W. 11.74 feet of the P. C. of a curve to the left; thence continuing 83.47 feet along the arc of said curve to the left, which curve has a radius of 8,739.66 feet, the chord of which arc bears S. 78°48’ 10” W, 83.47 feet to the P. T.; thence continuing S. 78°31’45” W. 53.05 feet to the P.C. of a curve to the right; thence 34.04 feet along the arc of said curve to the right, which curve has a radius of 20.00 feet, the chord of which arc bears N. 52°43’01.5” W. 30.08 feet to the P. T; thence still continuing 63.93 feet along the arc of a curve to the right, which curve has a radius of 2,919.79 feet, the chord of which arc bears S. 3°20’ 17” E. 63.93 feet to a point lying in the original northerly right of way line of 00xx Xxxxxx South; thence still continuing S. 85°56’59’W. 30.01 feet to this intersection with the easterly right of way line of South Xxxx Street; thence running with said easterly right of way line of South Xxxx Street, 420.99 feet along the arc of a curve to the left ,which curve has a radius of 2,889.79 feet, the chord of which arc bears N. 60°52’06.5” W. 420.62 feet to the P. T; thence still continuing N 11 °02’ 31” W. 97.16 feet to a point; thence departing from the easterly right of way line of South Xxxx Street and running through the property of Xxxx Associates S. 87°50’00” E. 247.90 feet to a point in the new westerly right of way line of South Xxxxxxxxx-Solicitation Xxxxx Highway, U.S. Route 1; thence running with said new westerly right of way line of South Xxxxxxxxx-Xxxxx Highway, along the following courses and distances: S. 3°08’36” E. 67.80 feet; S. 86°51’24” W. 2.00 feet S. 30°8’36” E 118.00 feet; N. 86°51’24” E. 2.00 feet; S. 30°8’36” E. 15.50 feet; thence 103.46 feet along the arc of a curve to the right, which curve has a radius of 3,331.66 feet, the chord of which arc bears S. 2°15’ 13.5” E. 103.45 feet; N. 88°38’09” E. 1.00 feet; thence 84.20 feet along the arc of a curve to the right, which curve has a radius of 3,332.66 feet, the chord of which arc bears S. 0 ° 38’25.5” E. 84.19 feet to a P. C. C; thence continuing 38.36 feet along the arc of a curve to the right, which curve has a radius of 2,845.79 feet, the chord of which arc bears S. 0°28’ 10” W. 38.35 feet to the point of beginning; containing 100,012 square feet of land, more or less, Tract 2: Parcel 2B, containing 46,553 square feet, more or less, as shown on “Plat Showing the Resubdivision of the Property of Xxxx Associates, a Limited Partnership” attached to a Deed of Resubdivision and Easement recorded in Deed Book 2231, page 1330, among the land records of Arlington County, Virginia, and more particularly described as follows: Exhibit A Ashford Hospitality Limited Partnership/Marriott Crystal City Gateway Agreement of Purchase and Sale BEGINNING at a point lying in the southerly right of way line of 15th Street South, said point of beginning being the P.C. of a return curve located at the intersection of the aforesaid southerly right of way line of 00xx Xxxxxx South with the new westerly right of way line of Xxxxx Xxxxxxxxx Xxxxx Highway, U.S. Route 1 as established by the Virginia Department of Highways and Transportation, said point of beginning lying 70 feet from the Virginia Department of Highways and Transportation construction centerline of 00xx Xxxxxx South; thence 74.39 feet along the arc of a curve to the right, which curve has a radius of 44. 75 feet, the chord of which arc bears S, 46°02’ 22.5” E. 66.12 feet to a P. R. C., said P. C. lying in the westerly right of way line of Xxxxx Xxxxxxxxx Xxxxx Highway, U.S. Route 1; thence 4.02 feet along the arc of a curve to the left, which curve has a radius of 1,916.86 feet, the chord of which arc bears S. 1°31’ 27.5” W., 4.02 feet to a point; thence still continuing with said right of way line N. 88°32’ 09’ W., 12.00 feet; thence still continuing 155.11 feet along the arc of a curve to the left, which curve has a radius of 1,928.86 feet, the chord of which arc bears S. 04°50’22.5” E. 155,07 feet to the P.T; thence still continuing S. 34°08’36” E. 29.42 feet; S. 86°51’24” W. 1.00 feet, and S. 3°08’36” E, 91.20 feet to a point; thence departing from said right of way line and crossing the lands of Xxxx Associates as same appears duly platted and recorded in Deed Book 1997, page 1214, among the land records of Arlington County, Virginia, N. 87°50’ 00” W. 247.90 feet to a point, said point lying in the easterly right of way line of South Xxxx Street (25 feet distant from the centerline thereof); thence running with a portion of said easterly right of way line of South Xxxx Street, N. 11°02’31” W. 35.63 feet to a point, said point being the southwesterly corner of the property of Xxxx Condominium Corp. as same appears duly recorded in Deed Book 2171, page 100, among the aforesaid land records; thence departing from said street line and running with the southerly and easterly boundary of the property of Xxxx Condominium Corp. along the following courses and distances: S. 87°50’00” E. 79.20 feet; N. 02°10’ 00” E. 75.96 feet; N 42°50’ 00” W. 26.63 feet; N. 47°10’ 00” E. 63.92 feet; N. 2°10’ 00” E. 4.71 feet; N. 42°50’ 00” W. 13.42 feet; N. 47°10’ 00” E. 35.06 feet; N. 24°10’ 00” E. 16.38 feet; N. 47°10’ 00” E. 23.74 feet; S. 87°50’ 00” E. 16.38 feet; N. 47°10’ 00” E. 33.11 feet; N. 2°10’ 00” E. 31.11 feet; N. 87°50’ 00” W., 18.36 feet and N. 2°10’ 00” E. 17.72 feet to a point, said point lying in the aforementioned southerly right of way line of 15th Street South (70 feet distant from the VDH&T construction centerline); thence running with a portion of the new southerly right of way line of 15th Street South, N. 86°20’11” E. 41.52 feet to the point of beginning, containing 46,553 square feet of land, more or less. AND BEING a portion of the same property conveyed to XXXX Associates, a Virginia limited partnership, by deed from Washington Brick and Terra Cotta Company, a Virginia limited partnership, dated August 15,1979, and recorded September 25, 1979, in Deed Book 1997, page 1214 among the land records of Arlington County, Virginia. Tract 3: TOGETHER WITH non-exclusive easements for pedestrian and vehicular ingress and egress to and from the underground parking garages of Phase 11 and the Residential Building as defined in Paragraph 1(a) of that certain Easement Agreement by and between XXXX CONDOMINIUM CORPORATION, a Virginia corporation, and XXXX ASSOCIATES, a Virginia limited partnership, dated August 28, 1986, and recorded September 2, 1986, in Deed Book 2232, page 1307. Exhibit 7.2.10 Form A Ashford Hospitality Limited Partnership/Marriott Crystal City Gateway Agreement of Opinion of Counsel Company Disclosure Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection Purchase and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7Sale EXHIBIT B TITLE CURE OBLIGATIONS

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) A: Plan Summary Term Sheet Exhibit B: Post-Bankruptcy GGP Corporate Structure Exhibit C-1: Brookfield Agreement Exhibit C-2: Fairholme Agreement Exhibit D: REIT Representation Letter Exhibit E: GGO Assets Exhibit F: Form of Escrow Approval Order Exhibit G: Form of Warrant Agreement Exhibit 2.2.1(b) H: [Intentionally Omitted] Exhibit I: [Intentionally Omitted] Exhibit J: Form of Escrow Note REIT Opinion Exhibit 2.2.2 Form of Employee Retention Escrow Agreement K: [Intentionally Omitted] Exhibit 6.7 Form of Public Announcement L: [Intentionally Omitted] Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 M: Form of Non-Competition and Non-Solicitation Control Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 N: Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended REIT Investors INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal Defined Term Page 2006 Bank Loan 69 Act 53 Additional Financing 59 Additional Sales Period. 69 Adequate Reserves 33 Affiliate 69 Agreement 11 Anticipated Debt Paydowns 59 Approval Motion 39 affiliate Approval Order 39 Asset Sales 59 Backstop Commitment. 17 Backstop Consideration 18 Bankruptcy Cases. 11 Bankruptcy Code 11 Bankruptcy Court 11 Blue Sky 53 Brazilian Entities 69 Brookfield Agreement 12 Brookfield Backstop Commitment 17 Brookfield Consortium Member 69 Brookfield Investor 12 Business Day 69 Capital Raising Activities 69 Cash Equivalents 69 Change of Control 70 Chapter 11 11 Claims 70 Closing 14 Closing Date. 14 Closing Date Net Debt 70 Closing Date Net Debt W/O Reinstatement Adjustment and Permitted Claims Amounts 71 Closing Restraint 67 CMPC 16 Code 27 Common Stock. 11 Company 11 Company Benefit Plan 71 Company Board 71 Company Disclosure Letter 19 Company Ground Lease Property 31 Company Mortgage Loan 32 Company Option Plans 20 Company Properties 29 Company Property 29 Company Property Lease 31 Company Rights Offering 14 Company SEC Reports 24 Competing Transaction 72 Conclusive Net Debt Adjustment Statement 72 Confirmation Order 56 Agreement 1 Appraisal Confirmed Debtors. 79 Contract 72 Conversion Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet 72 Corporate Level Debt 72 Debt 72 Debtors 11 Designation Conditions 13 DIP Loan 73 Disclosure Statement 73 Disclosure Statement Order 56 Dispute Notice 50 Disputed Items 50 Effective Date 14 Base Cash Eligible Holder 16 Encumbrances 29 Environmental Laws 26 Equity Exchange 11 Equity Securities 21 ERISA 73 ERISA Affiliate 27 Essential Assets 73 Excess Surplus Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing 73 Exchangeable Notes 73 Excluded Claims 73 Excluded Non-US Plans 28 Expiration Time 17 Fairholme Agreement 12 Fairholme Backstop Commitment 18 Fairholme Purchasers 12 Foreign Plan 28 Fully Diluted Basis 75 GAAP 75 GGO 12 GGO Agreement 45 GGO Backstop Limit 17 GGO Board 45 GGO Common Share Amount 75 GGO Common Stock 15 GGO Minimum Allocation Right 17 GGO Non-Control Agreement 75 GGO Note Amount 75 GGO Per Share Purchase Price 4 Code 17 GGO Pro Rata Share 75 GGO Promissory Note 75 GGO Purchase Price 75 GGO Representative 15 GGO Rights Offering 16 GGO Rights Offering Shares 16 GGO Setup Costs 75 GGO Share Distribution 16 GGO Shares 76 GGO Warrants 40 GGP. 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property GGP Pro Rata Share. 76 Governmental Entity 76 Hazardous Materials 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Xxxxxx Agreement 76 Xxxxxx Amount 75 Xxxxxx Heirs Obligations 76 Identified Assets. 15 Indebtedness 76 Indemnity Cap 51 Initial Investor 12 Investment Agreements 12 Joint Venture 77 Knowledge 77 Law 77 Liquidity Equity Issuances 77 Liquidity Target 58 Material Adverse Effect 77 Material Contract 78 Material Lease 32 Measurement Date 20 Most Recent Statement 29 MPC Assets 78 MPC Tax Reserve 78 MPC Taxes. 78 Net Debt Excess Amount 78 Net Debt Surplus Amount 79 New Common Stock 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 New Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 58 New Warrants 40 Non-Disclosure Control Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 79 Non-Controlling Properties 79 NYSE 40 Offering Premium 79 Operating Partnership 79 PBGC 27 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Purchase Price 13 Permitted Claims 79 Permitted Claims Amount 80 Permitted Replacement Shares 80 Permitted Title Exceptions 29 Person 56 80 Petition Date. 11 Plan 18 Pre-Closing Balance 11 Plan Debtors 79 Plan Summary Term Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 11 PMA Claims. 79 Preliminary Closing Date NWC 8 Net Debt Review Deadline 80 Preliminary Closing Date Net Debt Review Period 80 Preliminary Closing Date Net Debt Schedule 50 Proportionally Consolidated Debt. 80 Proportionally Consolidated Unrestricted Cash. 80 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives Approval Order 39 Restricted Transaction 39 Returns 23 Review Proposed Securities 41 PSCM 11 Purchase Notice 8 18 Purchase Price 13 Purchaser 11 Purchaser Board Designees. 45 Purchaser GGO Board Designees 45 Purchaser Group Debt Holdings 72 Record Date 17 Refinance Cap 61 Reinstated Amounts 58 Reinstatement Adjustment Xxxxxx 00 Xxxxxxxxxxxxx Xxxxxx. 81 REIT 34 REIT Subsidiary. 34 Reorganized Company 11 Reorganized Company Organizational Documents 48 Reserve 80 Reserve Surplus Amount 81 Resolution Period 50 Right 17 Rights Agreement 81 Rights Offering Election 14 Xxxxx Bonds 81 Rule 144 53 Sales Cap 60 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 24 Securities Act 24 Share Cap Number 59 Share Equivalent 81 Shares 13 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Subsidiaries 81 Specified Debt 82 Subscription Agent. 17 Subscription Right 41 Subsidiary 82 Synthetic Lease Obligation 76 Target Net Debt. 82 Tax Contest 52 taxes 23 Technology 26 Protection Agreements. 82 Tax Return 34 Taxes 34 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 82 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Unsubscribed Shares 18 Transactions 82 TRUPS 82 Unrestricted Cash 82 Unrestricted Date 52 Unsecured Indebtedness. 82 Unsubscribed Shares 17 UPREIT Units 83 Warrant Agreement 39 Warrants 39 - x - STOCK PURCHASE AGREEMENT, dated as of March 31, 2010 (this “Agreement”), by and between General Growth Properties, Inc., a Delaware corporation (“GGP”), and Pershing Square Capital Credit 7 Working Capital Deficit 7Management, L.P. (“PSCM”), on behalf of Pershing Square, L.P., a Delaware limited partnership, Pershing Square II, L.P., a Delaware limited partnership, Pershing Square International, Ltd. a Cayman Islands exempted company and Pershing Square International V, Ltd., a Cayman Islands exempted company, (each, except PSCM, together with its permitted nominees and assigns, a “Purchaser”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) Form of Escrow Agreement Exhibit 2.2.1(b) Form of Escrow A Term Loan Note Exhibit 2.2.2 Form B Prepayment Notice Exhibit C Assignment and Acceptance Exhibit D Assignment Notice Exhibit E [Reserved] Exhibit F Compliance Certificate Exhibit G Notice of Employee Retention Escrow Agreement Borrowing Exhibit 6.7 Form H Notice of Public Announcement Conversion/Continuation Exhibit 6.8(a) Forms I [Reserved] Exhibit J Perfection Certificate Schedule 1.1 Initial Term Loan Commitments of Employment Agreement Exhibit 7.2.7 Form of Non-Competition Lenders Schedule 7.1 Commercial Tort Claims Schedule 7.4 Mortgages Schedule 8.2 Deposit Accounts Schedule 9.1.4 Names and Non-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure Capital Structure Schedule 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 2.1 Pro Forma Calculations 9.1.14 Environmental Matters Schedule 2.3(c) Preliminary Closing Balance Sheet 9.1.15 Burdensome Contracts Schedule 4.3 Required Consents 9.1.16 Litigation Schedule 4.6 Tax Returns 9.1.18 Pension Plans Schedule 7.2.6 Certain Employees 9.1.20 Labor Contracts Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre10.1.15 Post-Closing Balance Sheet Covenants Schedule 10.2.1 Existing Debt Schedule 10.2.2 Existing Liens Schedule 10.2.6(I) Permitted Effective Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Investments Schedule 10.2.6(II) Other Permitted Investments Schedule 10.2.7 Permitted Asset Dispositions Schedule 10.2.15 Restrictive Agreements Schedule 10.2.18 Existing Affiliate Transactions Schedule 11.1 Events not Constituting an Event of Default Schedule 15.4 Administrative Agent’s Office TERM LOAN AND SECURITY AGREEMENT THIS TERM LOAN AND SECURITY AGREEMENT is dated as of April 12, 2017 (this “Agreement”), among COMMERCIAL VEHICLE GROUP, INC., a Delaware corporation (the “Borrower”), certain Subsidiaries party to this Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7from time to time as Guarantors, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as Administrative Agent.

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) A Certain Definitions Exhibit B Tax Covenant Exhibit C Form of Loan Note Instrument Exhibit D Dispute Resolution Procedures Schedule 1.2A The A Sellers; The B Sellers; The Deferred Sellers Schedule 1.2B The Cash Cancel Sellers Schedules 1.2(b)(ii) Special Escrow Agreement Exhibit 2.2.1(bAmount Schedule 1.2(c) Sellers’ Advisory Fees / Noble Payoff Schedule 1.3(b)(xi) Company Options Not To Be Accelerated Schedule 1.3(b)(xii) Options To Be Cash Cancelled Schedule 1.4 Form of Escrow Note Exhibit 2.2.2 Form Net Working Capital Statement Schedule 1.5 Allowance Schedule 1.6(a)(i) Maximum Aggregate Earn-Out Consideration Payment Schedule 1.6(a)(iv) One Year Bookings Threshold Schedule 1.6(a)(vii) Specified Company Products Schedule 1.6(a)(x) Specified OEM Development Work Schedule 1.6(b) One Year Bookings Threshold Schedule 1.6(b)(A) Maximum Aggregate Earn-Out Consideration Payment Schedule 1.6(e) Terms of Employee Retention Escrow Agreement Exhibit 6.7 Form Reference Schedule 3.5(d) Licensee; Action of Public Announcement Exhibit 6.8(aLicensee Schedule 5.3(d)(ii)(A) Forms Applicability of Employment Agreement Exhibit 7.2.7 Form Liability Cap Schedule 5.3(d)(ii)(B) Applicability of Liability Cap Schedule 5.3(d)(ii)(C) Applicability of Liability Cap Schedule 6.7E Email Address Schedule 6.7F Facsimile Number Schedule Arma I Maximum Nominal Aggregate Earn-Out Consideration Payment for Purposes of Calculation of Arma Earn-Out Fee Schedule Arma II Maximum Aggregate Earn-Out Consideration Payment Schedule Insurance Insurance Premium Schedule Non-Party Shareholder Name of Non-Competition and Non-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure Party Shareholder Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Target Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Target Net Working Capital Credit 7 Working Capital Deficit 7Amount SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of July 19, 2011, by and among: Riverbed Technology Limited, a private limited company with registered number 5090414 formed under the laws of England (“Purchaser”); Riverbed Technology, Inc., a Delaware corporation, as Guarantor (“Guarantor”); the Persons holding shares of Zeus Technology Limited, a private limited company formed under the laws of England with registered number 03085230 (the “Company”) listed on Schedule 1.2A (such Persons listed on Schedule 1.2A collectively being referred to as the “Sellers”); the Persons listed on Schedule 1.2B; and Scottish Equity Partners LLP, a limited liability partnership formed under the laws of Scotland with registered number SO301884, as the Sellers’ Agent (as defined in Section 6.1). Certain other capitalized terms used in this Agreement are defined in Exhibit A.

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) A Form of Escrow Assignment and Acceptance Exhibit B-1 Form of Note Exhibit B-2 Form of Designated Bank Note Exhibit C Form of Notice of Borrowing Exhibit D Form of Notice of Conversion/Continuation Exhibit E List of Closing Documents Exhibit F Form of Compliance Certificate to Accompany Reports Exhibit G Sample of Calculations of Financial Covenants Exhibit H Form of Competitive Bid Quote Request Exhibit I Form of Invitation for Competitive Bid Quote Exhibit J Form of Competitive Bid Quote Exhibit K Form of Designation Agreement Exhibit 2.2.1(b) L Form of Escrow Note Exhibit 2.2.2 Form Guaranty Schedule LC Lenders' Commitments and Notice Addresses Schedule 1.1.1 Existing Permitted Liens Schedule 1.1.2 Permitted Securities Options Schedule 6.1(d) Equity Changes Schedule 7.1-A Organizational Documents Schedule 7.1-C Corporate Structure; Outstanding Capital Stock and Partnership Interests; Partnership Agreement Schedule 7.1-H Indebtedness for Borrowed Money; Contingent Obligations Schedule 7.1-I Pending Actions Schedule 7.1-P Environmental Matters Schedule 7.1-Q ERISA Matters Schedule 7.1-R Securities Activities Schedule 7.1-T Insurance Policies SECOND AMENDED AND RESTATED CREDIT AGREEMENT This Second Amended and Restated Credit Agreement dated as of Employee Retention Escrow December 30, 2002 (as amended, supplemented or modified from time to time, the "AGREEMENT") is entered into among RECKSON OPERATING PARTNERSHIP, L.P., a Delaware limited partnership ("RECKSON"), the institutions from time to time a party hereto as Lenders, whether by execution of this Agreement Exhibit 6.7 Form of Public Announcement Exhibit 6.8(aor an Assignment and Acceptance, JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank) Forms of Employment Agreement Exhibit 7.2.7 Form of Nonas Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent, CITICOXX XXRTH AMERICA, INC. and WACHOVIA BANK, NATIONAL ASSOCIATION as Co-Competition Documentation Agents, and NonJ.P. MORGAN SECURITIES INC. (formerly known as Chase Securities Inc.) xxx XXXXXON SMITH BARNEY INC. as co-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection lead arrangers and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7joint bookrunners. RECITALS

LIST OF EXHIBITS AND SCHEDULES. EXHIBITS: Exhibit 2.2.1(aA-1 — Leases Exhibit A-2 — Xxxxx (including among other things, WI/NRI and Allocated Value) Exhibit A-3 — Undeveloped Tracts (including among other things, Net Acres, WI/NRI and Allocated Values) Exhibit B — Proprietary Geophysical Data Exhibit B-1 — Formation Cross-Section Map Exhibit C — Form of Escrow Assignment and Xxxx of Sale Exhibit D — Form of Letter in Lieu Exhibit E — Form of RTP’s Non-Foreign Affidavit Exhibit F — Form of Seller’s Certificate Exhibit G — Form of Buyer’s Certificate Exhibit H — Form of Title Indemnity Agreement Exhibit 2.2.1(b) I — Form of Escrow Note Transition Services Agreement Exhibit 2.2.2 J — Excluded Office Personal Property Exhibit K — Offices and Real Property Exhibit L — Form of Employee Retention Escrow Agreement Special Warranty Deed Exhibit 6.7 M — Form of Public Announcement Exhibit 6.8(aEnvironmental Indemnity Agreement SCHEDULES: Schedule 1.1 — Other Working Owners’ and Pipelines’ Past Underproduction Schedule 3.2(a)(iii) Forms of Employment Agreement Exhibit 7.2.7 Form of Non-Competition and Non-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure — Well Capital Expenditures Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 4.4 — Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 4.8 — Material Contracts 22 Maximum Working Capital 7 Merger Schedule 4.9 — Violation of Laws Schedule 4.10 — Royalties, Etc. Schedule 4.11 — Imbalances Schedule 4.12 — Current Commitments Schedule 4.13 — Environmental Schedule 4.14 — Asset Taxes Schedule 4.15 — Tax Partnership Schedule 4.17 — Suspense Funds Schedule 4.18 — Xxxxx Schedule 4.19 — Repair Schedule 4.20 — Title Schedule 4.21 — Insurance Schedule 4.22-1 Minimum Working Capital 7 Net Working Capital 7 Non— Preferential Purchase Rights Schedule 4.22-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre2 — Closing Condition Preferential Purchase Rights Schedule 4.23 — Leases Schedule 4.24 — Government Bonds Schedule 4.26 — Rights-Closing Balance Sheet Date 42 PreOf-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 ThirdWay Schedule 4.27 — Asset-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7Related Litigation Schedule 6.1 — Conduct of Business Schedule 6.12(e) — Severance Benefits XXXXXX PURCHASE AND SALE AGREEMENT This XXXXXX PURCHASE AND SALE AGREEMENT (this “Agreement”) is executed as of this 24th day of April 2014, and is between RANGE TEXAS PRODUCTION, LLC, a Delaware limited liability company (“RTP” or “Seller”) and EQT PRODUCTION XXXX, LLC a Delaware limited liability company (“Buyer”). RTP and Buyer are each a “Party”, and collectively the “Parties”.

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) A Legal Description of the Land Exhibit B Rent Roll Exhibit C Loan Documents Exhibit D Form of Tax Protection Agreement Exhibit E Form of Assignment and Assumption Agreement Exhibit F Form of Interest Assignments Exhibit G Form of Loan Indemnification Agreement Exhibit H Release of Claims Exhibit I Form of Audit Inquiry Letter Exhibit J Form of Joinder to Registration Rights Agreement Exhibit K Form of Amendment to Partnership Agreement Exhibit L Form of Governance Agreement Exhibit M Form of Articles Supplement Exhibit N Form of Cash Investment Agreement Exhibit O Form of Escrow Agreement Exhibit 2.2.1(b) P Form of Escrow Note Exhibit 2.2.2 Form Joinder to Partnership Agreement Schedule 1 List of Employee Retention Escrow Agreement Exhibit 6.7 Form Other Contribution Agreements Schedule 2.2(c) Objections List Schedule 3.2(c)(ii) List of Public Announcement Exhibit 6.8(aContributors Eligible for Tax Protection Schedule 6.1(b) Forms Capitalization and Title to Interests Schedule 6.1(d) List of Employment Agreement Exhibit 7.2.7 Form Subsidiaries Schedule 6.1(i) Leased FF&E Schedule 6.1(j) Schedule of Non-Competition and Non-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure Terminable Contracts Schedule 6.1(l) Litigation Schedule 2.1 Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 6.2 List of Agreements to be Terminated Due Diligence Materials Schedule 7.2.9 List 8.8 Required Capital Improvements INTEREST CONTRIBUTION AGREEMENT THIS INTEREST CONTRIBUTION AGREEMENT (this “Agreement”) is made effective as of Agreements to be Amended INDEX August 3, 2012 (the “Effective Date”), by and among (i) DK ESPLANADE, LLC, a Florida limited liability company, and DK ESPLANADE II, LLC, a Florida limited liability company (collectively, the “Contributors”), (ii) XXXXXXXXX DEVELOPMENT, LLC, a Delaware limited liability company (the “Contributors’ Representative”), (iii) APARTMENT TRUST OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection AMERICA HOLDINGS, L.P., a Virginia limited partnership, or its successors and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7assigns (the “Partnership”), and (iv) APARTMENT TRUST OF AMERICA, INC., a Maryland corporation (“ATA”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) A-1 Form of Escrow US Term Note Exhibit A-2 Form of Canadian Term Note Exhibit B Form of Assignment and Assumption Agreement Exhibit 2.2.1(b) C Form of Escrow Note Information Certificate Exhibit 2.2.2 D Form of Employee Retention Escrow Agreement Exhibit 6.7 Form Compliance Certificate Schedule 1.1(a) Commitments of Public Announcement Exhibit 6.8(athe Lenders Schedule 1.1(b) Forms of Employment Agreement Exhibit 7.2.7 Form of Non-Competition Excluded Subsidiaries Schedule 1.1(c) Certain Store Closings Schedule 7.1 Commercial Tort Claims Schedule 7.2.1 Deposit Accounts Schedule 7.2.3 Credit Card Arrangements Schedule 8.3.3 Consignments Schedule 8.5.1 Business Locations Schedule 9.1.4 Names; Capital Structure; Warrants, Etc. Schedule 9.1.5 Former Names and Non-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure Companies Schedule 9.1.6(a) Real Estate Schedule 2.1 Pro Forma Calculations 9.1.6(b) Investments Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 9.1.8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Schedule 9.1.12 Patents, Trademarks, Copyrights and Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Schedule 9.1.15 Environmental Matters Schedule 9.1.16 Burdensome Agreements Schedule 9.1.17 Litigation Schedule 9.1.19 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 NonSchedule 9.1.20 Canadian Plans Schedule 9.1.22 Labor Contracts Schedule 9.1.25 Certain Transactions Schedule 10.2.1 Existing Debt Schedule 10.2.2 Existing Liens Schedule 10.2.7 Restrictions on Subsidiary Distributions (Contractual Obligations) Schedule 10.2.9(i) Trademarks Licensed to Excluded Subsidiaries SECOND AMENDED AND RESTATED TERM LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED TERM LOAN AND SECURITY AGREEMENT (THIS “AGREEMENT”) IS ENTERED INTO AS OF AUGUST 22, 2013, AMONG MAYOR’S JEWELERS INC., A DELAWARE CORPORATION (THE “US BORROWER”), BIRKS & MAYORS INC., A CANADIAN CORPORATION (THE “CANADIAN BORROWER” AND, TOGETHER WITH THE US BORROWER, COLLECTIVELY, THE “BORROWERS” AND EACH INDIVIDUALLY, A “BORROWER”), EACH SUBSIDIARY OF THE BORROWERS FROM TIME TO TIME PARTY HERETO AS A GUARANTOR, EACH LENDER FROM TIME TO TIME PARTY HERETO (COLLECTIVELY, THE “LENDERS” AND EACH INDIVIDUALLY, A “LENDER”), PATHLIGHT CAPITAL, LLC, AS ADMINISTRATIVE AGENT AND CO-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 PreCOLLATERAL AGENT (IN ITS INDIVIDUAL CAPACITY, “PATHLIGHT”) AND XXXXX FARGO CREDIT, INC., AS CO-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7COLLATERAL AGENT AND AS DOCUMENTATION AGENT (IN ITS INDIVIDUAL CAPACITY, “WFC”).

LIST OF EXHIBITS AND SCHEDULES. Exhibits Exhibit 2.2.1(a4.5(C) - Compliance Certificate Exhibit 10.1(A) - Assignment and Acceptance Agreement Exhibit 10.1(B) - Form of Escrow Agreement Exhibit 2.2.1(bTerm Note Schedules Schedule 1.1(A) Form - Lenders and Pro Rata Shares of Escrow Note Exhibit 2.2.2 Form of Employee Retention Escrow Agreement Exhibit 6.7 Form of Public Announcement Exhibit 6.8(aTerm Loan Schedule 3.1 - Existing Indebtedness Schedule 3.2(A)(10) Forms of Employment Agreement Exhibit 7.2.7 Form of Non-Competition and Non-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure - Liens Schedule 3.4 - Contingent Obligations Schedule 2.1 Pro Forma Calculations 3.7 - Specified Equipment Schedule 2.3(c) Preliminary Closing Balance Sheet 3.8 - Affiliate Transactions Schedule 4.3 Required Consents 3.9 - Business Description Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company 5.2 - Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Schedule 5.4(A) - Jurisdictions of Organization and Qualifications Schedule 5.4(B) - Capitalization Schedule 5.6 - Title to Properties, Etc. Schedule 5.7 - Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Schedule 5.8 - Investigations and Audits Schedule 5.9 - Employee Matters Schedule 7.1 - List of Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Documents Subschedule 7.1 - Litigation Subschedule 7.2 - Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Subschedule 7.4 - Investments Subschedule 7.5 - Derivatives Subschedule 7.6 - Bank Accounts Subschedule 7.7 - Subsidiaries THIS NOTE BEARS ORIGINAL ISSUE DISCOUNT. UPON WRITTEN REQUEST TO THE CHIEF FINANCIAL OFFICER, PORTOLA PACKAGING, INC., 900 XXXXXXX XXXXXX, BATAVIA, ILLINOIS 60510, INFORMATION REGARDING THE AMOUNT OF ORIGINAL DISCOUNT, ISSUE DATE AND YIELD TO MATURITY WILL BE MADE AVAILABLE. TERM NOTE $15,000,000 April 14, 2008 FOR VALUE RECEIVED, the undersigned, PORTOLA PACKAGING, INC., a Delaware corporation (“Borrower”), hereby unconditionally promises to pay to the order of WAYZATA INVESTMENT PARTNERS LLC (“Agent”), for the benefit of the Lenders from time to time parties to the Credit Agreement 43 Shareholders(defined below), at the office of Agent at 700 Xxxx Xxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxx 00000, or at such other place as the holder of this Term Note may from time to time designate in writing, in lawful money of the United States of America and in immediately available funds, the principal sum of FIFTEEN MILLION DOLLARS ($15,000,000). This Term Note is one of the Notes referred to in, was executed and delivered pursuant to, and evidences indebtedness of Borrower incurred under, that certain Credit Agreement dated as of April ___, 2008, by and among Borrower, the Agent, and each of the Lenders party thereto from time to time (as the same may be amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”), to which reference is hereby made for a statement of the terms and conditions under which the loan evidenced hereby was made and is to be repaid and for a statement of Agent’s and Lenders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 remedies upon the occurrence of an Event of Default. Capitalized terms used herein but not otherwise specifically defined shall have the meanings ascribed to such terms in the Credit Agreement. Borrower further promises to pay interest on the outstanding unpaid principal amount hereof from the date hereof until payment in full at the rate from time to time applicable to the Term Loan as determined in accordance with the Credit Agreement; provided, however, that upon the occurrence and during the continuance of an Event of Default, Borrower shall pay interest on the outstanding principal balance of this Term Note at the rate of interest applicable following the occurrence of an Event of Default as determined in accordance with the Credit Agreement. Interest on this Term Note shall be payable, at the times and from the dates specified in the Credit Agreement, on the date of any prepayment hereof, at maturity, whether due by acceleration or otherwise, and as otherwise provided in the Credit Agreement. From and after the date when the principal balance hereof becomes due and payable, whether by acceleration or otherwise, interest hereon shall be payable on demand. In no contingency or event whatsoever shall interest charged hereunder, however such interest may be characterized or computed, exceed the highest rate permissible under any law, if Agent or any Lender has received interest hereunder in excess of the highest rate applicable hereto, such excess shall be applied in accordance with the terms of the Credit Agreement. The indebtedness evidenced by this Term Note is secured pursuant to the terms of the Loan Documents. Borrower hereby waives demand, presentment and protest and notice of demand, presentment, protest and nonpayment. Borrower further agrees, subject only to any limitation imposed by applicable law, to pay all expenses, including reasonable attorneys fees and legal expenses, incurred by Agent in endeavoring to collect any amounts payable hereunder which are not paid when due, whether by acceleration or otherwise. THIS TERM NOTE SHALL BE GOVERNED BY, AND INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF ILLINOIS. Whenever possible each provision of this Term Note shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Term Note shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without limitation 56 Working Capital invalidating the remainder of such provision or the remaining provisions of this Term Note. Whenever in this Term Note reference is made to Agent, Lenders or Borrower, such reference shall be deemed to include, as applicable, a reference to their respective permitted successors and assigns and in the case of each Lender, any financial institution to which it has sold or assigned all or any part of its interest in the Term Loan or in its commitment to make the Term Loan as permitted by the Credit 7 Working Capital Deficit 7Agreement. The provisions of this Term Note shall be binding upon and shall inure to the benefit of such permitted successors and assigns. Borrower’s successors and assigns shall include, without limitation, a receiver, trustee or debtor in possession of or for Borrower.

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) A Form of Escrow Revolver Note Exhibit B Form of Guarantee and Collateral Agreement Exhibit 2.2.1(b) C Form of Escrow Note Assignment and Acceptance Exhibit 2.2.2 D Form of Employee Retention Escrow Assignment Notice Exhibit E Form of Bank Product Notice Exhibit F Form of Intercreditor Agreement Exhibit 6.7 G Form of Public Announcement Exhibit 6.8(a) Forms of Employment Holdings Subordination Agreement Exhibit 7.2.7 H Form of NonCompliance Certificate Schedule 1.1 Commitments of Lenders Schedule 1.2 Marked-Competition to-Market Basis Schedule 1.3 Excluded Real Estate Schedule 7.4 Pledged Collateral Schedule 8.5 Deposit Accounts Schedule 8.6.1 Business Locations Schedule 9.1.8 Subsidiaries and Non-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure Equity Related Agreements Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 9.1.10 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Schedule 9.1.17 Environmental Matters Schedule 9.1.18 Insurance Schedule 9.1.20 Real Estate Matters Schedule 9.1.26 Patents, Trademarks, Copyrights and Licenses Schedule 10.2.1 Existing Indebtedness Schedule 10.2.2 Existing Liens Schedule 10.2.4 Existing Investments LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT is dated as of July 3, 2008, among ALON REFINING XXXXX SPRINGS, INC., a Delaware corporation (the “Company” or a “Borrower”), EACH OTHER PARTY JOINED AS A BORROWER HEREUNDER FROM TIME TO TIME (each individually, a “Borrower” and, collectively with the Company, the “Borrowers”), ALON REFINING LOUISIANA, INC., a Delaware corporation (“Holdings”), the financial institutions party to this Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent for the Lenders (“Agent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) EXHIBIT A Form of Escrow Agreement Exhibit 2.2.1(b) EXHIBIT B Form of Escrow Note Exhibit 2.2.2 Xxxx of Sale and Assignment EXHIBIT C-1 Form of Employee Retention Escrow Agreement Exhibit 6.7 Offer Letter EXHIBIT C-2 Form of Public Announcement Exhibit 6.8(a) Forms Compliance Agreement EXHIBIT C-3 Form of Employment Restricted Stock Award Agreement Exhibit 7.2.7 EXHIBIT D Form of Sublease EXHIBIT E Form of Non-Competition Solicitation and NonNo-Solicitation Hire Agreement Exhibit 7.2.10 EXHIBIT F Form of Opinion Lock-Up Agreement EXHIBIT G Form of Counsel Company Disclosure Registration Rights Agreement EXHIBIT H Form of Standstill Agreement EXHIBIT I Form of Nonsolicitation and No-Hire Agreement Schedule 1.2(ii) Excluded Contracts Schedule 1.2(v) Xxxxxxxx Assets Schedule 1.2(vi) Excluded Receivables Schedule 1.2(viii) Bank Accounts Schedule 1.3 Purchased Assets Schedule 1.4 Assumed Liabilities Schedule 1.5 Excluded Liabilities Schedule 2.1 Pro Forma Calculations Allocation of Parent Shares Schedule 2.3(c5.6 Brokers Schedule 5.7(i) Preliminary Closing Balance Sheet Financial Statements Schedule 4.3 5.8 Changes Schedule 5.9 Liabilities Schedule 5.10 Litigation Schedule 5.12 Real Estate Schedule 5.13 Assets Schedule 5.15 Employees Schedule 5.16 Employee Benefit Plans Schedule 5.18 Insurance Schedule 5.20 Permits Schedule 5.21(a) Customers Schedule 5.21(b) Suppliers Schedule 5.21(c) Affiliated Transactions Schedule 5.23(a) Contracts Schedule 5.23(b)(i) Customer Contracts Schedule 5.23(e) Subcontractors Schedule 5.24 Intangible Property Schedule 5.25 Environmental Matters Schedule 5.27 Names Schedule 6.5 Certain Financial Records Schedule 6.7(a) Archstone Principals and Associate Principals Schedule 6.7(b)(i) Allocation of Parent Shares to Archstone Principals and Associate Principals Schedule 6.7(b)(ii) SG&A Employees Schedule 6.12 Required Consents Schedule 4.6 Tax Returns 6.18 Letters of Credit Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 78.7 Definitions SCHEDULE 8.7

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) Form of Escrow 1 Assignment and Assumption Agreement Exhibit 2.2.1(b) Form 2 Assignment of Escrow Note Franchise Agreements Exhibit 2.2.2 Form 3 Assignment of Employee Retention Escrow Lease Agreement Exhibit 6.7 Form 4 Balance Sheet Exhibit 5 Xxxx of Public Announcement Sale Exhibit 6.8(a) Forms of 6 Collateral Documents Exhibit 7 Employment Agreement Exhibit 7.2.7 Form of Non-Competition and Non-Solicitation 8 Management Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure 9 Promissory Note Exhibit 10 License Agreement Schedule 1 Restaurants Schedule 2.1 Pro Forma Calculations 2.1.1 Operating Assets Schedule 2.3(c) Preliminary Closing Balance Sheet 2.1.2 Leases Schedule 4.3 Required Consents 2.1.3 Assumed Contracts Schedule 4.6 Tax Returns Schedule 7.2.6 Certain 2.1.6 Excluded Employees Schedule 7.2.8 List 2.2 Purchase Price Allocation Schedule 2.2.3 Promissory Note Allocation Schedule 2.8 Xxxxxx'x Restaurants Retained by Seller Schedule 3.9.2 Tax Matters Schedule 3.11.1 Employment Matters Schedule 3.11.2 Employee Plans Schedule 3.11.5 Employees and Salaries Schedule 3.11.7 Owner/Operators and Owner/Operator Agreements Schedule 3.12 Litigation Schedule 3.13 Absence of Agreements to be Terminated Certain Changes and Events Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection 3.14 Applicable Contracts; Defaults Schedule 3.15 Common Area Maintenance Charges and Use 28 Company 1 Company Common Shares 2 Company Disclosure Assessments Schedule 11 Company 3.16 Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Assets Schedule 3.18 Condemnation Matters Schedule 3.22.1 Franchise Agreements, Franchisees and Franchise Restaurants Schedule 3.22.2 Franchise Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement 43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Claim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7Defaults