Common use of Purchase and Closing Clause in Contracts

Purchase and Closing. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at the purchase price per Share set forth in Schedule I hereto (the "Purchase Price"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto. Firm Shares shall be registered by American Stock Transfer & Trust Company in the name of the nominee of the Depository Trust Company ("DTC"), Cede & Co. ("Cede & Co."), and credited to the accounts of such of its participants as the Representatives shall request, upon notice to the Company at least 48 hours prior to the First Closing Date (as defined below), with any transfer taxes payable in connection with the transfer of the Firm Shares to the Underwriters duly paid, against payment by or on behalf of the Underwriters to the account of the Company of the aggregate Purchase Price therefor by wire transfer in immediately available funds at the date, time and place as set forth on Schedule I hereto. Such time and date of delivery against payment are herein referred to as the "First Closing Date", and the implementation of all the actions described in this Section 2(a) is herein referred to as the "First Closing". (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Shares as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Shares. The purchase price to be paid for any Option Shares shall be the same as the Purchase Price for the Firm Shares set forth above in paragraph (a) of this Section 2. The option granted hereby may be exercised as to all or any part of the Option Shares from time to time within thirty (30) days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange and the Nasdaq Stock Market's National Market (the "Nasdaq National Market") is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Shares prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option and the date and time for delivery or registry of and payment for such Option Shares. Any such date of delivery or registry shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise

Purchase and Closing. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at the a purchase price of $___ per Share set forth in Schedule I hereto (the "Purchase Price"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II 1 hereto. [Firm Shares shall be registered by American Stock Transfer & Trust Company [ChaseMellon Shareholder Services, Inc.] in the name of the nominee of the Depository Trust Company ("DTC"), Cede & Co. ("Cede & Co."), and credited to the accounts of such of its participants as the Representatives shall request, upon notice to the Company at least 48 hours prior to the First Closing Date (as defined below)], with any transfer taxes payable in connection with the transfer of the Firm Shares to the Underwriters duly paid, against payment by or on behalf of the Underwriters to the account of the Company of the aggregate Purchase Price therefor by wire transfer in immediately available funds funds. The Company will make the certificate or certificates for the Firm Shares available for checking and packaging by the Representatives at the dateoffices in New York, New York of the Company's transfer agent or registrar or of the Representatives at least 24 hours prior to the First Closing Date. Delivery or registry of and payment for the Firm Shares shall be made at the offices of Brobxxx Xxxexxx & Xarrxxxx XXX, Two Embarcadero Place, 2200 Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx xx 9:30 A.M., New York City time, on [_________, ____], or at such other place, time or date as the Representatives and place as set forth on Schedule I heretothe Company may agree upon. Such time and date of delivery against payment are herein referred to as the "First Closing Date", ," and the implementation of all the actions described in this Section 2(a) is herein referred to as the "First Closing.". (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Shares as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Shares. The purchase price to be paid for any Option Shares shall be the same as the Purchase Price for the Firm Shares set forth above in paragraph (a) of this Section 2. The option granted hereby may be exercised as to all or any part of the Option Shares from time to time within thirty (30) days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange and the Nasdaq Stock Market's National Market (the "Nasdaq National Market") is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Shares prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option and the date and time for delivery or registry of and payment for such Option Shares. Any such date of delivery or registry shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercisein

Purchase and Closing. 2.1 At the Closing (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forthas hereinafter defined), the Company agrees to shall issue and sell to each of the Underwriters(i) Alterra, and each of the Underwriters, severally and not jointly, agrees to Alterra shall purchase from the Company, the Common Shares; and (ii) the Investor, and the Investor shall purchase from the Company, the Preferred Shares. 2.2 The aggregate consideration to be paid by the Investor to the Company for the Preferred Shares (the "Preferred Purchase Price") at the purchase price per Share set forth in Schedule I hereto Closing shall be $1,000,000.00. The aggregate consideration to be paid by Alterra to the Company for the Common Shares (the "Common Purchase Price") at the Closing shall be $100.00 and the assignment to the Company of Alterra's rights under that certain Agreement of Purchase and Sale dated as of November 30, 1999 by and between Alterra, Meditrust Acquisition Company LLC, New Meditrust Company LLC and T and F Properties, LP (the "Purchase PriceAgreement"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto. Firm Shares shall be registered by American Stock Transfer & Trust Company in the name . 2.3 The closing of the nominee purchase and sale of the Depository Trust Company Shares (the "DTCClosing")) shall take place at 1:00 P.M. EST time on Monday, Cede & Co. ("Cede & Co.")December 13, 1999 or on such date and credited to the accounts of at such of its participants time as the Representatives parties shall request, upon notice to mutually select. The Closing shall take place at the Company at least 48 hours prior to the First Closing Date (as defined below), with any transfer taxes payable in connection with the transfer of the Firm Shares to the Underwriters duly paid, against payment by or on behalf of the Underwriters to the account offices of the Company or at such other place or in such other manner (including by exchange of the aggregate Purchase Price therefor by wire transfer in immediately available funds at the date, time deliverables via fax and place as set forth on Schedule I hereto. Such time and date of delivery against payment are herein referred to air courier) as the "First Closing Date"Company, Alterra and the implementation of all Investor agree. 2.4 At Closing, the actions described Company shall deliver the following to the Investor: (a) a certificate, in this Section 2(a) is herein referred to as due and proper form, representing the Preferred Shares purchased upon which a legend substantially in the following form will be endorsed: "First ClosingTHE SHARES REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK INTO WHICH THE SHARES REPRESENTED BY THIS CERTIFICATE MANY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933 OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE".; and (b) For the purpose a certificate of covering any over-allotments in connection with the distribution and sale an authorized officer of the Firm Shares Company confirming the accuracy as contemplated by of the Prospectus, Closing of the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Shares. The purchase price to be paid for any Option Shares shall be the same as the Purchase Price for the Firm Shares matters set forth above in paragraph (a) Section 4 of this Section 2. The option granted hereby may be exercised as to all or any part of the Option Shares from time to time within thirty (30) days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange and the Nasdaq Stock Market's National Market (the "Nasdaq National Market") is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Shares prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option and the date and time for delivery or registry of and payment for such Option Shares. Any such date of delivery or registry shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exerciseAgreement.

Purchase and Closing. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at the purchase price per Share set forth in Schedule I II hereto with respect to the Firm Securities (the "“Purchase Price"”), the number principal amount of the Firm Shares Securities set forth opposite the name of such Underwriter in Schedule II I hereto. (b) On the basis of the representations, warranties agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters the Additional Securities, and the Underwriters shall have the right to purchase, severally and not jointly, up to $120,000,000 of aggregate principal amount of Additional Securities at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Prospectus. Any exercise notice shall specify the number of Additional Securities to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least two business days after the written notice is given and may not be earlier than the closing date for the Firm Shares Securities nor later than ten business days after the date of such notice. Additional Securities may be purchased as provided in this Section 2 solely for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities (subject to such adjustments to eliminate Notes in denominations other than $1,000 as you may determine) that bears the same proportion to the total number of Additional Securities to be purchased on such Option Closing Date as the number of Firm Securities set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Securities. (c) The Firm Securities shall be registered by American Stock Transfer & Trust Company the Trustee in the name of the nominee of the The Depository Trust Company ("“DTC"”), Cede & Co. ("“Cede & Co."”), and credited to the accounts of such of its participants as the Representatives Underwriters shall request, upon notice to the Company at least 48 hours prior to the First Closing Date (as defined below), with any transfer taxes payable in connection with the transfer of the Firm Shares Securities to the Underwriters duly paid, and deposited with the Trustee as custodian for DTC on the Closing Date (as defined below), against payment by or on behalf of the Underwriters of the aggregate Purchase Price therefor to the account of the Company of the aggregate Purchase Price therefor by wire transfer in immediately available funds at the date, time and place as set forth on Schedule I heretofunds. Such time and date of delivery against payment are herein referred to as the "First “Closing Date"”, and the implementation of all the actions described in this Section 2(a) 2 in connection with the Firm Securities is herein referred to as the "First “Closing".” (bd) For The Additional Securities shall be registered by the purpose Trustee in the name of covering the nominee of DTC, Cede & Co., and credited to the accounts of such of its participants as the Underwriters shall request, upon notice to the Company at least 48 hours prior to the applicable Option Closing Date, with any over-allotments transfer taxes payable in connection with the distribution and sale transfer of the Firm Shares Additional Securities to the Underwriters duly paid, and deposited with the Trustee as contemplated custodian for DTC on such Option Closing Date, against payment by or on behalf of the Prospectus, Underwriters of the aggregate Purchase Price therefor to the account of the Company hereby grants by wire transfer in immediately available funds (the implementation of all the actions described in this Section 2 in connection with the Additional Securities is herein referred to the several Underwriters an option to purchase, severally and not jointly, the Option Shares. The purchase price to be paid for any Option Shares shall be the same as the Purchase Price for the Firm Shares set forth above in paragraph (a) of this Section 2. The option granted hereby may be exercised as to all or any part of the “Option Shares from time to time within thirty (30) days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange and the Nasdaq Stock Market's National Market (the "Nasdaq National Market") is open for tradingClosing”). The Underwriters shall not be under any obligation to purchase any of the Option Shares prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option and the date and time for delivery or registry of and payment for such Option Shares. Any such date of delivery or registry shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise.

Purchase and Closing. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at the a purchase price of $___ per Share set forth in Schedule I hereto (the "Purchase Price"), the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule II 1 hereto. Firm Shares shall be registered by American Stock Transfer & Trust Company BankBoston, N.A. in the name of the nominee of the Depository Trust Company ("DTC"), Cede & Co. ("Cede & Co."), and credited to the accounts of such of its participants as the Representatives shall request, upon notice to the Company at least 48 hours prior to the First Closing Date (as defined below), with any transfer taxes payable in connection with the transfer of the Firm Shares to the Underwriters duly paid, against payment by or on behalf of the Underwriters to the account of the Company of the aggregate Purchase Price therefor by wire transfer in immediately available funds funds. Delivery or registry of and payment for the Firm Shares shall be made at the dateoffices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000 at 9:30 A.M., New York City time, on the fourth full business day following the date of this Agreement, or at such other place, time or date as the Representatives and place as set forth on Schedule I heretothe Company may agree upon. Such time and date of delivery against payment are herein referred to as the "First Closing Date", and the implementation of all the actions described in this Section 2(a) is herein referred to as the "First Closing". (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Shares as contemplated by the Prospectus, the Company and the Selling Stockholders hereby grants grant to the several Underwriters an option to purchase, severally and not jointly, the Option Shares. The purchase price to be paid for any Option Shares shall be the same as the Purchase Price for the Firm Shares set forth above in paragraph (a) of this Section 2. The option granted hereby may be exercised as to all or any part of the Option Shares from time to time within thirty (30) days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange and the Nasdaq Stock Market's National Market (the "Nasdaq National Market") is are open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Shares prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company and the Selling Stockholders setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option and the date and time for delivery or registry of and payment for such Option Shares. Any such date of delivery or registry shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exerciseexercise of the option and, in any event, shall not be earlier than the First Closing Date. The time and date set forth in such notice, or such other time or date as the Representatives, the Company and the Selling Stockholders may agree upon or as the Representatives may determine pursuant to Section 2(a) hereof, is herein called an "Option Closing Date" with respect to such Option Shares, and the implementation of all the actions described in this Section 2(b) is herein referred to as the "Option Closing". As used in this Agreement, the term "Closing Date" means either the First Closing Date or any Option Closing Date, as applicable, and the term "Closing" means either the First Closing or any Option Closing, as applicable. If the option is exercised as to all or any portion of the Option Shares, then either one or more certificates in definitive form for such Option Shares shall be delivered or, if such Option Shares are to be held through DTC, such Option Shares shall be registered and credited, on the related Option Closing Date in the same manner, and upon the same terms and conditions, set forth in paragraph (a) of this Section 2, except that reference therein to the Firm Shares and the First Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Shares and Option Closing Date, respectively. Upon exercise of the option as provided herein, the Company and the Selling Stockholders shall become obligated to sell to each of the several Underwriters, and, on the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company and the Selling Stockholders, the same percentage of the total number of the Option Shares as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Shares, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. In the event that the option is exercised in part, the number of Option Shares to be sold by each of the Selling Stockholders shall be, as nearly as practicable, in the same proportion to each other as are the number of Option Shares to be sold by each Selling Stockholder listed opposite their names on Schedule 2 hereto.

Purchase and Closing. 2.1 The Investor delivers herewith _________________________ (a__________) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at the purchase price per Share set forth in Schedule I hereto (the "Purchase Price") required to purchase _________ Units subscribed for hereunder. The Purchase Price is being paid simultaneously herewith by delivery of a check made payable or wire transfer to the Company. The offer and sale of the Units is being effected in accordance with and in reliance on the provisions of Rule 506 under Regulation D under the Act. The Company, in its sole discretion, may sell fractional Units. 2.2 At such time as the Company receives $400,000, a closing will be held and this subscription agreement will be accepted by the Company (the "Closing"). 2.3 At the Closing, the number Company will deliver the following to the Investor: (a) a certificate, in due and proper form, representing _________ Shares of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto. Firm Shares shall be registered by American Company's Common Stock Transfer & Trust Company upon which a legend substantially in the name of the nominee of the Depository Trust Company (following form will be endorsed. "DTCTHE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT"), Cede & Co. ("Cede & Co."), and credited to the accounts of such of its participants as the Representatives shall request, upon notice to the Company at least 48 hours prior to the First Closing Date (as defined below), with any transfer taxes payable in connection with the transfer of the Firm Shares to the Underwriters duly paid, against payment by or on behalf of the Underwriters to the account of the Company of the aggregate Purchase Price therefor by wire transfer in immediately available funds at the date, time and place as set forth on Schedule I hereto. Such time and date of delivery against payment are herein referred to as the "First Closing Date", and the implementation of all the actions described in this Section 2(a) is herein referred to as the "First Closing".; and (b) For a duly executed Warrant to purchase ___________, Shares, in the purpose form annexed hereto as Exhibit A representing the Warrants included in the Units purchased; and (c) a counterpart of covering any over-allotments in connection with the distribution and sale of the Firm Shares as contemplated this Agreement executed by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Shares. The purchase price to be paid for any Option Shares shall be the same as the Purchase Price for the Firm Shares set forth above in paragraph (a) of this Section 2. The option granted hereby may be exercised as to all or any part of the Option Shares from time to time within thirty (30) days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange and the Nasdaq Stock Market's National Market (the "Nasdaq National Market") is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Shares prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option and the date and time for delivery or registry of and payment for such Option Shares. Any such date of delivery or registry shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exerciseCompany.

Purchase and Closing. 2.1 At the Closing (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forthas hereinafter defined), the Company agrees to shall issue and sell to each of the Underwriters, Investor and each of the Underwriters, severally and not jointly, agrees to Investor shall purchase the Preferred Stock from the Company, at the . 2.2 The aggregate purchase price per Share set forth in Schedule I hereto to be paid by the Investor to the Company for the Preferred Stock (the "Purchase Price"), ) at the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto. Firm Shares Closing shall be registered by American $12,408,000. 2.3 The closing of the purchase and sale of the Preferred Stock Transfer & Trust (the "Closing") shall take place at 1:00 P.M. New York time on the business day immediately following the date the Company files an amendment to its certificate of incorporation permitting the issuance of preferred stock and the Designation. The Closing shall take place at the offices of [INTEK] or at such other time and place as the Company and Investor agree. 2.4 At Closing the Company will deliver the following to the Investor: (a) a certificate, in due and proper form, representing the Preferred Stock purchased upon which a legend substantially in the name following form will be endorsed: "THE SHARES REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK INTO WHICH THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933 OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE"; and (b) an opinion of the nominee of the Depository Trust Company ("DTC"), Cede Xxxxxx & Co. ("Cede & Co."), and credited to the accounts of such of its participants as the Representatives shall request, upon notice Xxxxxxxxx LLP addressed to the Company at least 48 hours prior which indicates that the Investor may rely upon it as to the First Closing Date (as defined below)matters set forth in Sections 6.1, with 6.2, 6.3, 6.5, 6.6, 6.7 and 6.8 of this Agreement, without reference to any transfer taxes payable in connection with pre-conditions referred to therein. 2.5 At Closing, the transfer of Investor shall deliver the Firm Shares Purchase Price to the Underwriters duly paidCompany, against payment by or on behalf of the Underwriters to the account of the Company of the aggregate Purchase Price therefor by wire transfer in immediately available funds at by wire transfer to a bank in the date, time and place as set forth on Schedule I hereto. Such time and date of delivery against payment are herein referred to as the "First Closing Date", and the implementation of all the actions described in this Section 2(a) is herein referred to as the "First Closing". (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Shares as contemplated United States designated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Shares. The purchase price to be paid for any Option Shares shall be the same as the Purchase Price for the Firm Shares set forth above in paragraph (a) of this Section 2. The option granted hereby may be exercised as to all or any part of the Option Shares from time to time within thirty (30) days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange and the Nasdaq Stock Market's National Market (the "Nasdaq National Market") is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Shares prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option and the date and time for delivery or registry of and payment for such Option Shares. Any such date of delivery or registry shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exerciseCompany.

Purchase and Closing. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the UnderwritersUnderwriter, and each of the Underwriters, severally and not jointly, Underwriter agrees to purchase from the Company, at the purchase price per Share set forth in Schedule I, the entire principal amount of the Securities. (b) The obligation of the Underwriter to purchase and pay for the Securities may be satisfied by the Underwriter by delivering to the Company in exchange for the Securities (x) $144,237,500 aggregate principal amount of the Company's 7.214% Senior Notes due March 15, 2008 (the "Remarketable Notes") issued under the indenture dated as of February 27, 1998 between TriNet Corporate Realty Trust, Inc. ("TriNet") and BNY Midwest Trust Company ("BNY") (as successor to Xxxxxx Trust and Savings Bank), as amended by the amended and restated supplemental indenture dated as of March 3, 2003 (the "TriNet Supplemental Indenture") (or such lesser amount of the Remarketable Notes as the Underwriter actually holds or as is equal to the aggregate purchase price of the Securities as set forth in Schedule I), in accordance with arrangements established between the Company and the Underwriter, and (y) a cash payment in accordance with Section 2(c) equal to the excess, if any, of the aggregate purchase price of the Securities as set forth in Schedule I hereto over $145,521,036.01. The Remarketable Notes will be delivered on the Closing Date (as defined below) through the facilities of The Depository Trust Company ("Purchase PriceDTC")) to BNY, as trustee, for the number account of Firm Shares set forth opposite the name Company. Delivery of such Underwriter in Schedule II hereto. Firm Shares the Remarketable Notes will be deemed to have occurred when the Company receives notice from BNY that BNY's (or its nominee's) account with DTC has been credited with the Remarketable Notes. (c) The Securities shall be registered by American Stock Transfer & Trust Company the Trustee in the name of the nominee of the Depository Trust Company ("DTC"), Cede & Co. ("Cede & Co."), and credited to the accounts of such of its participants as the Representatives Underwriter shall request, upon notice to the Company at least 48 hours prior to the First Closing Date (as defined below), with any transfer taxes payable in connection with the transfer of the Firm Shares Securities to the Underwriters Underwriter duly paid, and deposited with the Trustee as custodian for DTC on the Closing Date (as defined below), against payment by or on behalf of the Underwriters Underwriter of the consideration described in Section 2(b). The cash portion of the purchase price shall be paid to the account of the Company of the aggregate Purchase Price therefor by wire transfer in immediately available funds at the date, time and place as set forth on Schedule I heretofunds. Such time and date of delivery against payment are herein referred to as the "First Closing Date", and the implementation of all the actions described in this Section 2(a) 2 is herein referred to as the "First Closing". (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Shares as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Shares. The purchase price to be paid for any Option Shares shall be the same as the Purchase Price for the Firm Shares set forth above in paragraph (a) of this Section 2. The option granted hereby may be exercised as to all or any part of the Option Shares from time to time within thirty (30) days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange and the Nasdaq Stock Market's National Market (the "Nasdaq National Market") is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Shares prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option and the date and time for delivery or registry of and payment for such Option Shares. Any such date of delivery or registry shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise

Purchase and Closing. 2.1 At the Closing (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forthas hereinafter defined), the Company agrees to shall issue and sell to each of the Underwriters, Investor and each of the Underwriters, severally and not jointly, agrees to Investor shall purchase the Preferred Stock from the Company, at the . 2.2 The aggregate purchase price per Share set forth in Schedule I hereto to be paid by the Investor to the Company for the Preferred Stock (the "Purchase Price"), ) at the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto. Firm Shares Closing shall be registered by American $12,408,000. 2.3 The closing of the purchase and sale of the Preferred Stock Transfer & Trust (the "Closing") shall take place at 1:00 P.M. New York time on the business day immediately following the date the Company files an amendment to its certificate of incorporation permitting the issuance of preferred stock and the Designation. The Closing shall take place at the offices of [INTEK] or at such other time and place as the Company and Investor agree. 2.4 At Closing the Company will deliver the following to the Investor: (a) a certificate, in due and proper form, representing the Preferred Stock purchased upon which a legend substantially in the name following form will be endorsed: "THE SHARES REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK INTO WHICH THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933 OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE"; and (b) an opinion of the nominee of the Depository Trust Company ("DTC"), Cede Sommer & Co. ("Cede & Co."), and credited to the accounts of such of its participants as the Representatives shall request, upon notice Schneider LLP addressed to the Company at least 48 hours prior which xxxxxxtes xxxx xxx Investor may rely upon it as to the First Closing Date (as defined below)matters set forth in Sections 6.1, with 6.2, 6.3, 6.5, 6.6, 6.7 and 6.8 of this Agreement, without reference to any transfer taxes payable in connection with pre-conditions referred to therein. 2.5 At Closing, the transfer of Investor shall deliver the Firm Shares Purchase Price to the Underwriters duly paidCompany, against payment by or on behalf of the Underwriters to the account of the Company of the aggregate Purchase Price therefor by wire transfer in immediately available funds at by wire transfer to a bank in the date, time and place as set forth on Schedule I hereto. Such time and date of delivery against payment are herein referred to as the "First Closing Date", and the implementation of all the actions described in this Section 2(a) is herein referred to as the "First Closing". (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Shares as contemplated United States designated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Shares. The purchase price to be paid for any Option Shares shall be the same as the Purchase Price for the Firm Shares set forth above in paragraph (a) of this Section 2. The option granted hereby may be exercised as to all or any part of the Option Shares from time to time within thirty (30) days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange and the Nasdaq Stock Market's National Market (the "Nasdaq National Market") is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Shares prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option and the date and time for delivery or registry of and payment for such Option Shares. Any such date of delivery or registry shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exerciseCompany.

Purchase and Closing. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at the purchase price per Share set forth in Schedule I hereto (the "Purchase Price"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto. Firm Shares shall be registered by American Stock Transfer & Trust Company in the name of the nominee of the Depository Trust Company ("DTC"), Cede & Co. ("Cede & Co."), and credited to the accounts of such of its participants as the Representatives shall request, upon notice to the Company at least 48 hours prior to the First Closing Date (as defined below), upon the terms and subject to the conditions set forth herein, each of the Sellers will sell to the Purchaser, and the Purchaser will purchase from each of the Sellers, the entire right, title and interest of such Seller in and to the number of the Class A Ordinary Shares of the Company, par value $0.000002 per share set forth opposite such Seller’s name on Exhibit A hereto (the “Subject Securities”), at the purchase price set forth opposite such Seller’s name on Exhibit A hereto (with respect to each such Seller, its “Purchase Price”, and all such amounts in aggregate, the “Total Purchase Price”). (b) The completion of the purchase and sale of the Subject Securities contemplated hereby (the “Closing”) shall take place remotely via the exchange of documents and signatures at 10:00 a.m., Hong Kong Time, on the date that is the eighth (8th) business day after satisfaction or waiver of each condition to Closing set forth in Section 4, or at such other time as the Sellers and the Purchaser shall agree in writing (the “Closing Date”). (c) At the Closing, upon the terms and subject to the conditions herein: (i) the Purchaser shall pay or cause to be paid to each Seller, such Seller’s Purchase Price, without any transfer taxes payable in connection with set-off, counterclaim, retention, withholding or deduction, to each of the Sellers by wire transfer of the Firm Shares immediately available funds in US$, in each case pursuant to the Underwriters duly paid, against payment wire instructions provided by or on behalf of the Underwriters Sellers prior to the account Closing; and (ii) each Seller shall, against receipt of each such Seller’s Purchase Price, deliver or cause to be delivered to the Purchaser (A) a copy of the Company share transfer form, duly executed by such Seller, in respect of the aggregate Purchase Price therefor transfer of the Subject Securities set forth opposite such Seller’s name on Exhibit A in favor of the Purchaser, substantially in the form attached hereto as Appendix I, and (B) a copy of any share certificate(s) held by wire transfer such Seller in immediately available funds respect of its Subject Securities; provided that the Sellers may in lieu of such delivery, deliver and surrender to, or cause to be delivered and surrendered to, the Company any such certificates. (d) The Purchaser acknowledges and agrees that it is accepting all of the Sellers’ right, title and interest in and to the Subject Securities “as is” and “where is”, without recourse to the Sellers or the Joint Liquidators and without any implied or express representation, warranty or covenant, including without limitation any warranty as to title of the Subject Securities pursuant to this Agreement, except in each case of the foregoing to the extent, and only to the extent, expressly provided for otherwise in this Agreement. The Purchaser will accept without requisition or objection or further investigation such right, title and interest as the Sellers may have in the Subject Securities. (e) All actions at the dateClosing shall be deemed to take place simultaneously and no delivery or payment shall be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made. Without limiting the generality of the foregoing, time and place as notwithstanding anything to the contrary herein, and for the avoidance of doubt, (i) if the relevant Seller has waived the condition set forth on Schedule I hereto. Such time in Section 4(a)(iii), the provisions of this Section 1 (and date any other applicable provision of delivery against payment are herein this Agreement) shall be construed to apply separately to each of the BVI Transaction and the Cayman Transaction, mutatis mutandis; and (ii) in the event that the Sellers have severally terminated each party’s obligations only in respect of the BVI Transaction or the Cayman Transaction pursuant to Section 5(a)(iv) (the BVI Transaction or the Cayman Transaction so terminated is referred to as the "First Closing Date", “Terminated Transaction,” and the implementation remainder of all the actions described in this Section 2(a) Transaction is herein referred to as the "First Closing". (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Shares as contemplated by the Prospectus“Surviving Transaction”), the Company hereby grants conditions set forth in Section 4(a) with respect to the several Underwriters an option to purchaseTerminated Transaction (including Section 4(a)(i) (if the Terminated Transaction is the BVI Transaction), severally Section 4(a)(ii) (if the Terminated Transaction is the Cayman Transaction) and Section 4(a)(iii)) shall not jointlyapply, and the Option Shares. The purchase price to be paid for any Option Shares shall be the same as the Purchase Price for the Firm Shares set forth above in paragraph (a) provisions of this Section 2. The option granted hereby may be exercised as to all or 1 (and any part other applicable provision of the Option Shares from time to time within thirty (30this Agreement) days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange and the Nasdaq Stock Market's National Market (the "Nasdaq National Market") is open for trading). The Underwriters shall not be under any obligation construed to purchase any of the Option Shares prior apply separately to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option and the date and time for delivery or registry of and payment for such Option Shares. Any such date of delivery or registry shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exerciseSurviving Transaction, mutatis mutandis.

Purchase and Closing. 2.1 The Investor delivers herewith One Million Five Hundred Thousand Dollars (a$1,600,000.50) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at the purchase price per Share set forth in Schedule I hereto (the "Purchase Price") required to purchase 1,066,667 Units subscribed for hereunder. The Purchase Price is being paid simultaneously herewith by delivery of a check made payable or wire transfer to the Company. The offer and sale of the Units is being effected in accordance with and in reliance on the provisions of Rule 506 under Regulation D under the Act. The Company, in its sole discretion, may sell fractional Units. 2.2 At such time as the Company receives $1,600,000.50, a closing will be held and this subscription agreement will be accepted by the Company (the "Closing"). 2.3 At the Closing, the number Company will deliver the following to the Investor: (a) a certificate, in due and proper form, representing 1,066,667 Shares of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto. Firm Shares shall be registered by American Company's Common Stock Transfer & Trust Company upon which a legend substantially in the name of the nominee of the Depository Trust Company (following form will be endorsed. "DTCTHE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT"), Cede & Co. ("Cede & Co."), and credited to the accounts of such of its participants as the Representatives shall request, upon notice to the Company at least 48 hours prior to the First Closing Date (as defined below), with any transfer taxes payable in connection with the transfer of the Firm Shares to the Underwriters duly paid, against payment by or on behalf of the Underwriters to the account of the Company of the aggregate Purchase Price therefor by wire transfer in immediately available funds at the date, time and place as set forth on Schedule I hereto. Such time and date of delivery against payment are herein referred to as the "First Closing Date", and the implementation of all the actions described in this Section 2(a) is herein referred to as the "First Closing".; and (b) For a duly executed Warrant to purchase 1,066,667 Shares, in the purpose form annexed hereto as Exhibit A representing the Warrants included in the Units purchased; and (c) a counterpart of covering any over-allotments in connection with the distribution and sale of the Firm Shares as contemplated this Agreement executed by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Shares. The purchase price to be paid for any Option Shares shall be the same as the Purchase Price for the Firm Shares set forth above in paragraph (a) of this Section 2. The option granted hereby may be exercised as to all or any part of the Option Shares from time to time within thirty (30) days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange and the Nasdaq Stock Market's National Market (the "Nasdaq National Market") is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Shares prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option and the date and time for delivery or registry of and payment for such Option Shares. Any such date of delivery or registry shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exerciseCompany.