Common use of Purchase Price Clause in Contracts

Purchase Price. On the terms and subject to the conditions set forth in this Agreement, Bxxxx agrees to pay or cause to be paid to Sellers an aggregate of $3,600,000 (the “Purchase Price”) for the Business, which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards the purchase of Jjanga, (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) herein.

Purchase Price. On The total purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS (the "Purchase Price"), which Purchase Price shall be paid by Buyer to Seller as follows: (a) (i) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS (the "Initial Deposit") simultaneously with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and subject to the conditions hereinafter set forth in this Agreementforth, Bxxxx agrees to pay or cause to be paid to Sellers an aggregate of $3,600,000 (the “Purchase Price”) for the Business, which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash to the escrow accounts of the Sellers treated as honest money set forth payment on Exhibit D (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards if Closing is made for the purchase of Jjanga, Property. (ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($600,000 100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price shall be allocated towards if Closing is made for the purchase Property. (b) At the time of HJH and Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND (iii$10,300,000.00) $400,000 DOLLARS on account of the Purchase Price shall be allocated towards by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the purchase time of Aku. In the event and to Extended Closing Date, as provided in Paragraph 3, the extent further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price is mutually adjusted after the date hereof Price, by the parties hereto federal funds wire transfer to Seller's account as a result of an event or condition which has resulted designated to Buyer in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinwriting.

Purchase Price. On (a) In consideration for the terms Acquired Assets, the Buyer shall assume the Assumed Liabilities and subject to pay the conditions set forth in this Agreement, Bxxxx agrees to pay or cause to be paid to Sellers an Seller at Closing aggregate cash consideration of Forty Million Dollars ($3,600,000 40,000,000) (the “Purchase Price”) for minus the BusinessEstimated Asset Adjustment, which consists if any (the “Net Purchase Price”) plus the Noncompete Payment, consisting of (i) Three Million Five Hundred Thousand Dollars ($3,500,000) (the “Escrow Amount”) in cash payable by wire transfer to Bank of New York as escrow agent (“Escrow Agent”), to be held in escrow pursuant to the Escrow Agreement among the Parties and the Escrow Agent substantially in the form of Exhibit I hereto and (ii) the sum of the HJH Net Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which Noncompete Payment (aless the Escrow Amount) $10,000 shall be paid in cash payable by wire transfer to the escrow accounts Seller in accordance with written instructions of the Seller given to the Buyer at least three business days prior to the Closing. (b) No later than five (5) Business Days prior to the Closing Date, the Sellers shall deliver to the Buyer a written statement (the “Estimated Asset Adjustment Statement”), calculated in accordance with the Wholesale Segment Balance Sheet, that is reasonably acceptable to the Buyer and sets forth the Sellers’ good faith calculation, as of 12:01 a.m. (Eastern Time) on the Closing Date of the Estimated Asset Adjustment. The Sellers will make available to the Buyer and its representatives as requested by the Buyer, all books, records and other documents used by the Sellers in preparing the Estimated Asset Adjustment Statement and personnel of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”)responsible for preparing or maintaining such books, (b) a balance of $1,790,000 records and documents. The Estimated Asset Adjustment Statement shall be paid prepared in cashgood faith and in a manner consistent with the Accounting Principles and the methodologies used in preparation of the Wholesale Segment Balance Sheet; provided, by wire transfer however, for purposes of immediately available funds calculating the Estimated Asset Adjustment Statement, the Preliminary Closing Statement and the Final Closing Statement Net Accounts Receivable shall not equal an amount less than zero; provided further that in the event Net Accounts Receivable are deemed to equal zero, Seller shall be responsible for all estimated xxxx backs relating to all of Seller’s receivables relating to any date occurring during the period prior to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards the purchase of Jjanga, (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinClosing.

Purchase Price. On (a) As consideration for the terms and subject Transferred Tangible Assets, at Closing, the US Company shall pay to the conditions set forth in this AgreementUS Seller $[*] (the “Tangible Asset Purchase Price”). (b) As consideration for the Transferred Clinical Materials, Bxxxx agrees at Closing, the US Company shall pay to the US Seller $[*] (the “Clinical Materials Purchase Price”). (c) As consideration for the Transferred Intellectual Property, at Closing, the UK Company shall pay or cause an aggregate amount equal to $[*] (the “Intellectual Property Purchase Price”), [*] of which shall be paid to Sellers an aggregate the UK Seller and [*] of which shall be paid to the Sweden Seller. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (d) In addition, the Sweden Seller shall receive a one-time non-refundable payment of $3,600,000 10,000,000 (the “Purchase PriceMilestone Payment”) for the Business, which consists upon first achievement of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D a First Commercial Sale (the “Escrowed PaymentMilestone”), (b) a balance of $1,790,000 . The Milestone payment shall be made within 24 months of the First Commercial Sale, and at the UK Company’s sole election, the Milestone may be paid (i) in cash, cash by wire transfer of immediately available funds or (ii) by the issuance to the bank account Sweden Seller of such number of Ordinary Shares as shall be equal to $10,000,000 divided by the then current fair market value of one Ordinary Share, as determined in good faith by the UK Company’s Board of Directors. Notwithstanding the foregoing, if the payment of the Sellers Milestone at the time set forth above is deemed by the UK Company’s Board of Directors to be significantly burdensome to the UK Company, then the UK Company and the Sweden Seller shall explore in good faith modifying the time for the payment of the Milestone. Following the Sweden Seller’s receipt of the Milestone Payment, the Sweden Seller shall pay to the UK Seller [*] of the Milestone Payment. Following the occurrence of the Milestone, no dividend, return of capital or other distribution shall be made by the UK Company to any shareholder until the Milestone Payment has been made in full. (e) In addition, the UK Company shall pay to the UK Seller and the Sweden Seller royalties (the “Royalties”) on Net Sales of the Products, as set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business2.05(e), (c) $600,000 [*] of which shall be paid with the issuance and delivery by the Buyer to the Sellers UK Seller and [*] of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 which shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards the purchase of Jjanga, (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinSweden Seller.

Purchase Price. On (a) Subject to the terms and subject to the conditions set forth in of this Agreement, Bxxxx agrees to pay or cause to be paid to Sellers an aggregate in reliance upon the representations, warranties and covenants of $3,600,000 (the “Purchase Price”) Target, Seller and Guarantor herein set forth, and as consideration for the Business, which consists purchase and sale of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000Shares, of which (a) $10,000 Purchaser shall be paid in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, pay Seller by wire transfer of immediately available funds to the bank account(s) designated by the Seller, on the dates set forth below, the following sums (the “Purchase Price”): (i) On the Closing Date, Forty Million Two Hundred and Fifty Thousand Dollars ($40,250,000) in cash. Of this amount, $4,000,000 (the “Escrow Amount”) shall be wired to a separate escrow account (the “Escrow Account”). The Escrow Amount shall be held in escrow for a period of fifteen (15) months following the Closing Date as security for the indemnification obligations of the Sellers Seller and Guarantor set forth in this Agreement. The Escrow Amount shall be governed by the terms and conditions of an Escrow Agreement by and among Seller, Purchaser and Xxxxx Fargo, (the “Escrow Agent”) in the form attached hereto as Exhibit A; (ii) the amount, if any, determined pursuant to Section 2.02(c) below within the time frame set therein; and (iii) the amount determined pursuant to Section 2.02(d) below within the time frame set forth therein. (b) Within 30 days after the Closing Date, the Seller shall have prepared and delivered to the Purchaser the Closing Financial Statements. Seller shall also deliver to the Purchaser a certificate containing Seller’s calculations, based on Exhibit E the Closing Balance Sheet contained in the Closing Financial Statements, of the Net Working Capital of the Target as of the Closing Date (which consists the “Closing Date Net Working Capital”). The Closing Financial Statements and the calculation of $295,000 in cash payable for HJH the Closing Date Net Working Capital shall be final and $1,495,000 in cash payable for binding on the Financed Businessparties unless, within 45 days after delivery to the Purchaser, the Purchaser shall deliver to the Seller a notice of dispute (a “Dispute Notice”), specifying in reasonable detail the items in dispute. After delivery of a Dispute Notice, Seller and the Purchaser shall promptly negotiate in good faith with respect to the subject of the Dispute Notice, and if they are unable to reach an agreement within 15 days after delivery to the Seller of the Dispute Notice, the dispute shall be submitted to PricewaterhouseCoopers, or such other independent public accounting firm as mutually agreed to by the Purchaser and the Seller (the “Independent Accounting Firm”). The Independent Accounting Firm shall be directed to issue a final and binding decision within 45 days of submission of the Dispute Notice to the Independent Accounting Firm, as to the issues of disagreement referred to in the Dispute Notice and not resolved by the Purchaser and the Seller. Each of the parties hereto agrees that it shall be bound by the determination of the Independent Accounting Firm. The fees, costs and expenses of the Independent Accounting Firm shall be allocated to and borne by Purchaser and Seller based on the inverse of the percentage that the Independent Accounting Firm’s determination (before such allocation) bears to the total amount of the total line items in dispute as originally submitted to the Independent Accounting Firm. For example, should the items in dispute total in amount to $1,000 and the Independent Accounting Firm awards $600 in favor of the Seller’s position, 60% of the costs of its review would be borne by the Purchaser and 40% of the costs would be borne by the Seller. (c) If the Closing Date Net Working Capital, as determined in accordance with Section 2.02(b) above is less than $600,000 shall be paid with 5,650,000 million (the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business“Target Net Working Capital Level”). The Parties also hereto agree that (i) $2,600,000 of , the Purchase Price shall be allocated towards reduced, dollar-for-dollar, by the purchase of Jjangaamount by which the Target Net Working Capital Level exceeds the Closing Date Net Working Capital, (ii) $600,000 of and the Seller shall pay the Purchaser the dollar amount by which the Target Net Working Capital Level exceeds the Closing Date Net Working Capital. If the Closing Date Net Working Capital is greater than the Target Net Working Capital Level, then the Purchase Price shall be allocated towards increased, dollar-for-dollar, by the purchase amount the Closing Date Net Working Capital exceeds the Target Net Working Capital Level, and the Purchaser shall pay the Seller the dollar amount by which the Closing Date Net Working Capital exceeds the Target Net Working Capital Level. Any such payment due under this Section 2.02(c)shall be made in cash or same day funds within 10 days after the final determination of HJH and the Closing Date Net Working Capital pursuant to Section 2.02(b). (iiid) $400,000 In the event the Purchaser elects to make a Code Section 338(h)(10) Election with Seller’s consent as provided in Section 5.08(i) of this Agreement, the Purchase Price shall be allocated towards the purchase of Aku. In the event and increased to the extent necessary to satisfy the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made indemnification provided to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Seller under Section 2.2(b) herein5.08(i).

Purchase Price. On The aggregate purchase price to be paid by Buyer for the terms Interests (the “Purchase Price”) shall consist of (i) 1,578,947 Units (the “Unit Purchase Price”) and subject (ii) an amount in cash equal to $95,000,000 (the conditions set forth “Cash Purchase Price”). (a) The Cash Purchase Price shall be payable in this Agreementthe following order of priority: (i) at the Closing, Bxxxx agrees to Buyer shall pay or cause to be paid to Sellers the Lender an aggregate of $3,600,000 (the “Purchase Price”) for the Business, which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash amount equal to the escrow accounts of Closing Date Indebtedness as determined pursuant to a payoff letter issued by the Sellers Lender and delivered to Buyer at least three Business Days prior to the Closing Date, together with any per diem amounts payable to the Lender as honest money set forth on Exhibit D (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid indicated in cashsuch payoff letter, by wire transfer of immediately available funds to an account or accounts designated in such payoff letter; (ii) at the bank account of Closing, the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of the Cash Purchase Price shall be allocated towards the purchase of Jjanga, (ii) $600,000 reduced by 50% of the Purchase Price shall be allocated towards the purchase of HJH and Company’s approximately $2.0 million payable to Tank Connection; (iii) $400,000 at the Closing, Buyer shall pay or cause to be paid to each Person to whom Selling Expenses are due and owing as of the Closing Date the aggregate amount of such Selling Expenses payable to such Person as determined pursuant to final invoices issued to the Company for and with respect to such Selling Expenses and delivered to Buyer at least three Business Days prior to the Closing Date; (iv) at the Closing, Buyer shall pay or cause to be paid to the Escrow Agent the Escrow Amount pursuant to the terms of the Escrow Agreement; and (v) at the Closing, Buyer shall pay, or cause to be paid, to each of the Members, by wire transfer of immediately available funds to an account or accounts designated in writing by the respective Members, the balance of the Cash Purchase Price after deducting the amounts described in Sections 2.2(a)(i) through 2.2(a)(iv), which balance (the “Net Cash Purchase Price”) shall be allocated towards divided among the purchase Members as follows: (A) Kelrik shall be paid the product of Aku. In the event and to the extent the Cash Purchase Price is mutually adjusted after multiplied by 6.5789% less the date hereof product of the sum of the amounts described in Sections 2.2(a)(i) through 2.2(a)(iv) multiplied by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment Kelrik’s Ownership Percentage; (B) INAP shall be made to paid the principal amount product of the Carry Loan Note, Cash Purchase Price multiplied by 39.3421% less the Convertible Note, or both, and product of the sum of the amounts described in Sections 2.2(a)(i) through 2.2(a)(iv) multiplied by INAP’s Ownership Percentage; (C) Cameron Energy shall not be an adjustment to paid the cash amount product of the Cash Purchase Price multiplied by 27.0395% less the product of the sum of the amounts described in Sections 2.2(a)(i) through 2.2(a)(iv) multiplied by Cameron Energy’s Ownership Percentage; and (D) Tachoir Resources shall be paid the product of the Cash Purchase Price multiplied by 27.0395% less the product of the sum of the amounts described in Sections 2.2(a)(i) through 2.2(a)(iv) multiplied by Tachoir Resources’s Ownership Percentage. The Cash Purchase Price payable by the Buyer to the Sellers pursuant to this Section 2.2(b2.2 shall be subject to adjustment pursuant to and in accordance with Section 2.4. (b) hereinAt the Closing, Buyer shall issue and deliver to each of the Members the number of Units set forth opposite such Member’s name below: Kelrik 0 INAP 1,157,895 Cameron Energy 210,526 Tachoir Resources 210,526 Total 1,578,947 The Units shall be unregistered and each Member shall be required to deliver at Closing a Lockup Agreement containing certain restrictions on transfer of the Units.

Purchase Price. On the terms Subject to adjustment and subject to the conditions set forth credits as otherwise specified in this Section 2.4 and elsewhere in this Agreement, Bxxxx agrees to pay or cause to be paid to Sellers an the aggregate of $3,600,000 purchase price (the “Purchase Price”) to be paid by Purchaser to Sellers for the Business, which consists Properties shall be the sum of the HJH TWENTY-FOUR MILLION EIGHT HUNDRED THOUSAND AND NO/100 DOLLARS ($24,800,000.00 U.S.). The Purchase Price of $600,000 and shall be paid by Purchaser to Sellers at the Financed Business Purchase Price of $3,000,000, of which Closing as follows: (a) $10,000 The Xxxxxxx Money shall be paid in cash by Escrow Agent to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), at Closing; and (b) a At Closing, the balance of $1,790,000 the Purchase Price, after applying, as partial payment of the Purchase Price the Xxxxxxx Money paid by Escrow Agent to Sellers, and subject to prorations and other adjustments specified in this Agreement, shall be paid by Purchaser in cash, by wire transfer of immediately available funds to the bank Title Company, for further delivery to an account or accounts designated by Sellers. If the amount due from Purchaser pursuant to this Agreement is not received by the Title Company on or before the later of 3:00 p.m. Eastern Standard Time or in sufficient time for reinvestment on the Sellers Closing Date, then the Closing shall be delayed by one (1) Business Day, but in no event whatsoever beyond the Outside Closing Date; provided, however, that if the day set forth on Exhibit E for Closing is the outside date for Closing (which consists after taking into account all applicable extensions of $295,000 such date pursuant to this Agreement; it being understood and agreed, however, that in cash payable for HJH and $1,495,000 in cash payable for no event shall the Financed BusinessClosing Date occur later than the Outside Closing Date), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards the purchase of Jjangathen in such event, (iix) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and Closing shall not be an adjustment delayed but shall occur on such day so long as the amount due from Purchaser is received by the Title Company in immediately available funds by the close of business on such day, and Purchaser shall reimburse Sellers for loss of interest due to the cash inability to reinvest Sellers’ funds on the Closing Date, calculated at the rate of eight percent (8%) per annum (calculated on a per diem basis, using a 365-day year), or (y) if the amount payable due from Purchaser has not been received by the Buyer Title Company in immediately available funds by the close of business on such day, Closing shall not be delayed, Purchaser shall be in default hereunder, and Sellers may exercise any and all remedies available to Sellers on account of such default. Notwithstanding the foregoing, as long as all wires necessary to pay amounts due from Purchaser as aforesaid (which are wired to the Sellers pursuant Title Company as set forth above), are initiated by noon on the First Closing Date, the First Adjourned Closing Date or the Outside Closing Date, as applicable, and Purchaser has authorized the Title Company to disburse the amounts received from Purchaser upon receipt of said funds, Purchaser shall not be responsible for interest as set forth in subsection (x) above or in default as set forth in subsection (y) above. The provisions of the preceding sentence of this Section 2.2(b2.4(b) hereinshall survive the Closing.

Purchase Price. On 2.2.1 In consideration for the BofA Strategic Purchased Interests, subject to the terms and subject to the conditions set forth in of this Agreement, Bxxxx agrees at Closing, Buyer or Buyer Designee, if applicable, shall pay and deliver to pay or cause BofA Strategic an amount in cash equal to be paid to Sellers an aggregate of $3,600,000 (the “Purchase Price”) for the Business, which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D 800,000 (the “Escrowed PaymentBofA Strategic Purchase Price”), minus (bb)(i) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds to the bank account BofA Strategic’s Proportionate Share of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business)Seller Expenses, (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (dii) $1,200,000 shall be paid with the issuance of Convertible Notes BofA Strategic Cash Distribution Amount, if any (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for resulting amount, the purchase of the Financed Business“BofA Strategic Closing Purchase Price”). The Parties also hereto agree that (i) $2,600,000 of the BofA Strategic Closing Purchase Price shall be allocated towards paid as provided in Section 3.1 and Section 3.3. 2.2.2 In consideration for the purchase BANA Purchased Interests, subject to the terms and conditions of Jjangathis Agreement, at Closing, Buyer or Buyer Designee, if applicable, shall pay and deliver to BANA an amount in cash equal to (a) $695,694,004 (the “BANA Purchase Price”), minus (b)(i)BANA’s Proportionate Share of the Seller Expenses, and (ii) $600,000 of the BANA Cash Distribution Amount, if any (the resulting amount, the “BANA Closing Purchase Price”). The BANA Closing Purchase Price shall be allocated towards paid as provided in Section 3.1 and Section 3.3. 2.2.3 In consideration for the purchase Barclays Purchased Interests, subject to the terms and conditions of HJH this Agreement, at Closing, Buyer or Buyer Designee, if applicable, shall pay and deliver to Barclays an amount in cash equal to (a) $628,505,996 (the “Barclays Purchase Price”), minus (b)(i) Barclay’s Proportionate Share of the Seller Expenses, and (iiiii) $400,000 of the Barclay’s Cash Distribution Amount, if any (the resulting amount, the “Barclays Closing Purchase Price”). The Barclays Closing Purchase Price shall be allocated towards paid as provided in Section 3.1 and Section 3.3. 2.2.4 For Tax purposes, each Seller and Buyer or the purchase of AkuBuyer Designee shall allocate the BofA Strategic Purchase Price, the BANA Purchase Price and the Barclays Purchase Price and other relevant items among the Purchased Interests in accordance with Schedule I attached hereto. In the event and The allocations with respect to the extent Barclays Purchase Price, the BofA Strategic Purchase Price is mutually adjusted after and the date hereof by the parties BANA Purchase Price on Schedule I attached hereto as a result of an event or condition which has resulted in or that is reasonably likely will be amended to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an reflect any adjustment to the cash amount payable by BofA Strategic Purchase Price, the Buyer to BANA Purchase Price and/or the Sellers pursuant to Section 2.2(b) hereinBarclays Purchase Price, as applicable, under Article 12 in a manner consistent with such schedule.

Purchase Price. On The Purchase Price for the terms Property shall be payable by Purchaser as follows: (a) The Initial Deposit is payable by Purchaser to Escrowee within three (3) Business Days of the full execution and subject to the conditions set forth in delivery of this Agreement, Bxxxx agrees to pay or cause to be paid held in escrow and disbursed by Escrowee pursuant to Sellers an aggregate the provisions of $3,600,000 that certain Escrow Agreement (the “Purchase PriceEscrow Agreement”) for of even date herewith among Seller, Purchaser and Escrowee, a copy of which is attached hereto as Exhibit B. Purchaser’s failure to timely pay the BusinessInitial Deposit shall give Seller the immediate right to terminate this Agreement, which consists without any notice or grace period. As a condition of continuing with its purchase of the HJH Purchase Price of $600,000 and Property on the Financed Business Purchase Price of $3,000,000, of which Contingency Approval Date (a) $10,000 shall be paid in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”defined below), on or before 5:00 P.M. (bCalifornia time) a balance of $1,790,000 on the Contingency Approval Date, Purchaser shall be paid in cash, deposit with Escrowee by wire transfer of immediately available funds the Second Deposit. The Initial Deposit and the Second Deposit are collectively referred to herein as the bank “Deposit.” At Closing (defined below), the Deposit shall be credited to Purchaser on account of the Sellers set forth on Exhibit E Purchase Price. The Deposit shall be deposited by Escrowee in an interest bearing account reasonably approved by Purchaser and Seller and all interest thereon shall be paid to the party who receives the Deposit. (which consists b) The balance of $295,000 in cash payable the Purchase Price, subject to the prorations and adjustments herein provided for HJH and $1,495,000 in cash payable for (the Financed Business“Cash Balance”), shall be payable by Purchaser at Closing (as hereinafter defined) by wire transfer in accordance with the provisions of this Agreement. (c) Notwithstanding the foregoing, the sum of Fifty Dollars ($600,000 50.00) out of the Deposit shall be paid with deemed to be independent consideration (the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 “Independent Consideration”) for the purchase execution of HJH this Agreement by Seller. Such Independent Consideration shall be disbursed by Escrowee to, and a Carry Loan Note having a principal amount of $500,000 shall be retained by, Seller as separate and additional consideration for the purchase this Agreement and Seller’s arrangements and obligations hereunder and not as part of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 Deposit or of the Purchase Price shall be allocated towards the purchase of Jjanga, (ii) $600,000 Price. Such Independent Consideration is deemed earned by Seller as of the Purchase Price shall be allocated towards the purchase Effective Date of HJH this Agreement and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted non-refundable in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinall events.

Purchase Price. The price to be paid by NEO to Seller is set forth in Exhibit “A”; the price to be paid by ONG to Seller is set forth in Exhibit “B”; and the price to be paid by BNG to Seller is seth forth in Exhibit “C”. The Delivered Price (as defined in Exhibits “A”, “B”, and “C”) may be modified from time to time subject to the mutual agreement of both Buyer and Seller to reflect the then current market conditions. If the parties cannot agree upon any such modification, the price in effect at that time shall then remain in effect, subject to any future price adjustment as set forth in the following sentence. On the 5th anniversary and 10th anniversary of the Commencement Date of this Agreement (the “Bid Dates”), Buyer shall have the right to seek bona fide third party bids from other gas marketers. Within thirty (30) days of the applicable Bid Date, Buyer shall provide Seller with a copy of any such third party bid that Buyer is willing to accept. Seller shall then have fifteen (15) days from the date of its receipt of any such third party bid in which to: (i) agree to match the third party bid; or (ii) elect not to match the third party bid. If Seller agrees to match the third party bid, the Delivered Price shall be amended to reflect the Delivered Price proposed under the third party bid that Seller agreed to match and Buyer shall be required to reject said thirty party bid. If Seller elects not to match said third party bid, Seller shall deliver written notice to the Buyer of its rejection and the Delivered Price shall continue to be the Delivered Price that was then in effect prior to the date of Buyer’s receipt of the third party bids and Buyer shall remain obligated to continue to purchase its gas requirements from Seller under the terms and subject to the conditions set forth in of this Agreement, Bxxxx agrees and Buyer shall be required to pay or cause reject said third party bid. Notwithstanding anything hereinabove contained to be paid the contrary, Buyer and Seller will come to Sellers an aggregate mutual agreement on any Delivered Price reduction, if during the term of $3,600,000 (the “Purchase Price”) for the Businessthis Agreement, which consists Buyer is unable to recover any portion of the HJH Purchase Delivered Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards the purchase of Jjanga, (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinfrom its customers.

Purchase Price. On (a) Set forth opposite each Seller’s name on Annex A is (i) under the heading “PH Units”, the number of Purchased PH Units to be sold by such Seller at the Founders Closing, (ii) under the heading “OP Units”, the number of Purchased OP Units to be sold by such Seller at the Founders Closing, (iii) under the heading “Total Consideration”, the aggregate amount payable in respect of such Seller’s Purchased PH Units and Purchased OP Units (the “Total Consideration”). (b) No later than fifteen (15) business days prior to the Founders Closing, the Parent shall deliver to the Buyers and the Sellers in writing its good faith determinations of (i) the portion (expressed as a dollar amount) of the Total Consideration payable to each Seller in exchange for such Seller’s Purchased PH Units (such Seller’s “PH Consideration”); provided, that the PH Consideration shall not be less than 15% of the Total Consideration unless the Sellers consent in writing, (ii) the portion (expressed as a dollar amount) of the Total Consideration payable to each Seller to be paid in exchange for such Seller’s Purchased OP Units (such Seller’s “OP Consideration”), which shall be equal to the excess of the Total Consideration over the PH Consideration. No later than ten (10) business days prior to the Founders Closing, the Sellers shall deliver to Parent and the Buyers in writing their good faith determinations of (A) the portion (expressed as a dollar amount) of the Total Consideration payable to each Seller that will be placed in the applicable Escrow Account in accordance with the terms hereof and subject the applicable Escrow Agreement (such Seller’s “Escrowed Purchase Price”), which shall be equal to 50% of the conditions set forth in after-tax proceeds received by such Seller for its OP Units and PH Units pursuant to this Agreement, Bxxxx agrees to pay or cause to be paid to Sellers an aggregate determined based on the Tax Rate and the principles set forth on Disclosure Schedule B, (B) the portion of $3,600,000 the Total Consideration of such Seller that is not Escrowed Purchase Price (the “At Closing Purchase Price”) for the Business), which consists shall be the excess of the HJH Total Consideration over the Escrowed Purchase Price, (C) the portion (expressed as a dollar amount) of the Escrowed Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which that is in exchange for such Seller’s Purchased OP Units (a) $10,000 shall be paid in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the such Seller’s “Escrowed PaymentOP Purchase Price”), (bD) the portion (expressed as a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds to the bank account dollar amount) of the Sellers set forth on Exhibit E Escrowed Consideration payable to such Seller in exchange for such Seller’s Purchased PH Units (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Businesssuch Seller’s “Escrowed PH Purchase Price”), (E) the portion (expressed as a dollar amount) of the OP Consideration that is not Escrowed OP Purchase Price (such Seller’s “At Closing OP Purchase Price”), and (F) the portion (expressed as a dollar amount) of the PH Consideration that is not Escrowed PH Purchase Price (such Seller’s “At Closing PH Purchase Price”). In each case described in this Section 3.1(b), the applicable amount shall automatically be inserted under the applicable heading on Annex A hereto; provided, that each such Seller’s Total Consideration may be adjusted as described in Section 3.1(c)). (c) $600,000 The Buyers shall be paid with the issuance cause each of Fortress Operating Entity I LP, FOE II (NEW) LP, and delivery by the Buyer Principal Holdings I LP not to make any dividend or distribution prior to the Sellers of Carry Loan Notes (Closing, other than Excess Permitted Distributions. In the event that any Excess Permitted Distributions are made, then a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of the Seller’s Purchase Price shall be allocated towards reduced by an amount equal to the purchase excess of Jjanga(I) the distributions (including tax distributions) received by such Seller in respect of such Seller’s Purchased PH Units and Purchased OP Units, as applicable, from the date hereof until the consummation of the Transactions over (II) the amount of each per-share dividend paid by the Company to the holders of Class A Shares from the date hereof until the consummation of the Transactions multiplied by the number of Class A Shares into which such Seller’s OP Units and PH Units may be converted. “Excess Permitted Distributions” means the sum of the (i) tax distributions made in accordance with the limited partnership agreement and other governing documents of Fortress Operating Entity I LP, FOE II (NEW) LP, and Principal Holdings I LP, in respect of such Seller’s Purchased PH Units and Purchased OP Units, as applicable, from the date hereof until the consummation of the Transactions, and (ii) $600,000 the product of (A) the Purchase Price shall minimum aggregate amount of distributions required to be allocated towards the purchase made in respect of HJH (x) PH Units and (iiiy) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after OP Units from the date hereof until the consummation of the Transactions in order to allow a holder of Class A Shares to receive the amount of each per-share dividend paid by the parties hereto Company to the holders of Class A Shares from the date hereof until the consummation of the Transactions multiplied by (B) the number of (x) PH Units and (y) OP Units, as applicable, held by such Seller. The reduction described in the preceding sentence with respect to a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment Seller shall be made to the principal amount of the Carry Loan Noteapplied pro rata among such Seller’s At Closing PH Purchase Price, the Convertible NoteEscrowed PH Purchase Price, or both, At Closing OP Purchase Price and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinEscrowed OP Purchase Price.

Purchase Price. On Upon the terms and subject to the conditions set forth in this Agreement, Bxxxx agrees at the Closing, and in consideration for the sale, conveyance, transfer, assignment and delivery of the Assets pursuant hereto, Buyer shall (i) pay in full the Bank Loan and pay the Assumed Member Loan as set out below; (ii) repay Two Hundred and Fifty Thousand Dollars ($250,000) of the Assumed Member Loan, (iii) pay the Closing Consideration by issuance of the Closing Shares to pay Seller and (iv) fund the Escrow Amount by delivery of the Escrow Shares into an escrow account (“Escrow Account”) established pursuant to the terms and conditions of an escrow agreement, in the form that will be attached hereto as Exhibit C at or cause before the Closing (“Escrow Agreement”). As used herein, “Closing Consideration” shall be Three Million Five Hundred Thousand Dollars ($3,500,000), increased or reduced to take into account any adjustment thereto pursuant to Section 3.3(a), and reduced by the Escrow Amount. “Escrow Amount” shall equal Eight Hundred Thousand Dollars ($800,000). The Closing Shares and Escrow Shares are defined in, and shall be paid determined in accordance with, Section 3.2. The Closing Consideration, together with the Escrow Amount, the payment of the Bank Loan and the assumption of the amount payable under the Assumed Member Loan are referred to Sellers an aggregate of $3,600,000 (in this Agreement as the “Purchase Price”) for the Business, which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 . The Assumed Member Loan shall be paid in cash as follows: Two Hundred and Fifty Thousand Dollars ($250,000) at Closing and Two Hundred and Fifty Thousand Dollars ($250,000) paid sixty (60) days after Closing. The balance of Three Hundred and Fifty Eight Thousand Dollars ($358,000) shall be represented by a Promissory Note bearing interest at the same rate per annum as the Bank Loan with interest-only monthly payments for one (1) year and the balance to the escrow accounts paid within twelve (12) months of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards the purchase of Jjanga, (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinClosing.

Purchase Price. On The purchase price for Sigma6 Shares shall be composed of (i) the terms Cash Portion of the Purchase Price; (ii) the Stock Portion of the Purchase Price, and subject (iii) the Earned Payout Amount. The Buyer agrees to pay to the conditions Sellers in the aggregate the sum of (i) $1,250,000 (to be reduced dollar for dollar by (A) the payments made by Sigma6 to cancel the stock options; (B) the amount of any outstanding Funded Indebtedness; and (C) the Net Worth adjustment, if any, made pursuant to Section 2(j) below) in cash (the "Cash Portion of the Purchase Price"); (ii) $1,250,000 in Buyer's Shares, consisting of an aggregate of 277,778 shares of Buyer Common Stock as set forth in this Agreementthe Allocation Schedule attached hereto (the "Stock Portion of the Purchase Price"); and (iii) the Earned Payout Amount as determined pursuant to Section 2(i) below, Bxxxx agrees to pay or cause in exchange for the Sigma6 Shares to be paid purchased by Buyer pursuant to Sellers an aggregate of the terms hereof. $3,600,000 (the “Purchase Price”) for the Business, which consists 250,000 of the HJH Cash Portion of the Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall will be paid in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds to the bank account Escrow Agent to be held in escrow pursuant to Section 2(o) for satisfaction of Sellers' indemnification obligations specified in Article VIII. The balance of the Cash Portion of the Purchase Price shall be paid by Buyer to Sellers at the Closing by delivery of cash by wire transfer of funds in the amounts set forth on Exhibit E (which consists the Allocation Schedule. The Stock Portion of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 Purchase Price shall be paid with issued by Buyer to Sellers at the issuance and delivery Closing by the Buyer delivery of Buyer's Shares in the amounts set forth on the Allocation Schedule next to such Seller's name. Each acquirer of Buyer's Shares shall enter into an equity subscription agreement in the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase form attached hereto as Exhibit D. The sum of the Financed Business) Cash Portion of the Purchase Price, the Stock Portion of the Purchase Price, and (d) $1,200,000 the Earned Payout Amount shall be paid with referred to as the issuance "Purchase Price." Each of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 the Cash Portion of the Purchase Price and (ii) the Stock Portion of the Purchase Price shall be allocated towards among Sellers in dollar amounts set forth on the purchase Allocation Schedule; provided, however, that the number of Jjanga, (ii) $600,000 of the Purchase Price Buyer Shares allocable to each Seller shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and rounded down to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinnearest whole number.

Purchase Price. On Seller and Purchaser have entered into this Agreement in connection with and pursuant to that certain Settlement of Tax Indemnity and Mutual Release Agreement dated of even date herewith (the terms “Settlement Agreement”) by and subject to between General Growth Properties, Inc., a Delaware corporation and the conditions set forth ultimate parent company of Seller (“GGP”), and The Xxxxxx Xxxxxx Corporation, a Delaware corporation and the ultimate parent company of Purchaser (“HHC”). As provided in this the Settlement Agreement, Bxxxx agrees and in partial consideration for each of the parties’ undertakings thereunder, GGP agreed to pay or cause Seller to be paid enter into this Agreement providing for the conveyance of the Property to Sellers subsidiaries of HHC, which Property GGP and HHC agreed has an aggregate value of ONE HUNDRED THIRTY MILLION and No/100 Dollars ($3,600,000 130,000,000.00). Seller agrees (i) that Seller benefits, directly and indirectly, from Purchaser arranging for HHC to execute and deliver to GGP the Settlement Agreement, and (ii) the execution and delivery of the Settlement Agreement by HHC constitutes the full and complete payment of the Purchase Price by Purchaser. Accordingly, Seller and Purchaser agree that (x) the “Purchase Price”) ” for the Business, which consists of the HJH Purchase Price of Property is ONE HUNDRED THIRTY MILLION and No/100 Dollars ($600,000 130,000,000.00) and the Financed Business Purchase Price of $3,000,000, of which (ay) $10,000 no cash or other funds shall be paid in cash by Purchaser to Seller for the escrow accounts Purchase Price. The net amount of the Sellers as honest money set forth on Exhibit D prorations described in this Agreement (the “Escrowed PaymentNet Prorations Amount”), (b) a balance of $1,790,000 shall be paid in cashby the appropriate party at Closing (as defined below) to the other party, by federal funds wire transfer of immediately available funds transferred to the bank an account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery designated by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business)receiving party in writing. The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards the purchase of Jjanga, (ii) $600,000 among each of the Purchase Price shall be allocated towards properties listed on Exhibit A-1 for 1031 Exchange purposes, transfer tax purposes and title insurance purposes, if applicable, in accordance with the purchase of HJH and (iii) $400,000 of allocation schedule in the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinSettlement Agreement.

Purchase Price. On the terms and subject (a) Subject to the conditions set forth in remainder of this AgreementSection 2.2 and ARTICLE III, Bxxxx agrees to pay or cause the consideration to be paid by Buyer to Sellers Seller on the Closing Date for the Transferred Assets shall be Five Hundred Fifty Million and No/100 Dollars ($550,000,000.00). In addition, if, as of the Closing Date, the Adjusted EBITDA delivered by Seller to Buyer no less than 5 Business Days prior to Closing is less than the Adjusted EBITDA Threshold (such Adjusted EBITDA, the “Closing Adjusted EBITDA”), then the Purchase Price shall be reduced by an aggregate amount equal to the product of $3,600,000 (a) the difference between the Adjusted EBITDA Threshold and Closing Adjusted EBITDA, multiplied by (b) fifteen (15) (as so adjusted and as adjusted pursuant to the remainder of this Section 2.2 and ARTICLE III, the “Purchase Price”). (b) The Closing Adjusted EBITDA shall be final and binding on the Parties unless Buyer shall, within sixty (60) days after the Closing Date, deliver to Seller written notice of any disagreement with the calculation of Adjusted EBITDA including the Audited Financial Statements as they relate to the determination of Adjusted EBITDA, which notice shall describe the nature of any such disagreement. If Buyer raises any objections within the aforesaid sixty (60) day period, then Seller and Buyer shall in good faith attempt to resolve the disputed matter. If Seller and Buyer are unable to resolve all disagreements within thirty (30) days after receipt by Seller of the written notice of disagreement, then within ten (10) days thereafter, Seller and/or Buyer shall submit such items that remain in dispute for resolution to the Accounting Arbitrator. The Buyer agrees that in connection with the preparation and review of Adjusted EBITDA and the Audited Financial Statements as they relate to the determination of Adjusted EBITDA (including Seller’s calculation of Closing Adjusted EBITDA), no disagreement by Buyer or final determination by the Accounting Arbitrator as set forth below shall introduce judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies that are inconsistent with those consistently employed by the Seller provided that the Seller’s applicable methods, policies, principles, practice procedures, classifications or estimation methodologies are in compliance with GAAP. (c) The Accounting Arbitrator shall act as an expert, and not as an arbitrator, to determine only those issues still in dispute between Buyer and Seller and shall consider only those matters set forth in the written notice of disagreement upon which Buyer and Seller have disagreed and shall be required to resolve the matters. In submitting a dispute to the Accounting Arbitrator, each of Buyer and Seller shall concurrently furnish, at its own expense, to the Accounting Arbitrator and the other Party such documents and information as the Accounting Arbitrator may request. Each of Buyer and Seller may also furnish to the Accounting Arbitrator such other information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other Party. Neither Buyer nor Seller shall have or conduct any communication with the Accounting Arbitrator without the other Party’s either being present or receiving a concurrent copy of any written or email communication. (d) The Accounting Arbitrator shall resolve each item of disagreement based solely upon the presentations and supporting material provided by the Parties (the foregoing, however, shall not preclude the Accounting Arbitrator from determining proper application of or the terms of this Agreement with respect to the subject matter of the objections and disagreement between the Parties). The Accounting Arbitrator shall issue a detailed written report that sets forth the resolution of all items in dispute and that contains a final calculation of Adjusted EBITDA. Such report shall be final and binding upon the Parties. The fees and expenses of the Accounting Arbitrator incurred in connection with the determination of the disputed items by the Accounting Arbitrator shall be borne by Seller and Buyer in an amount proportionate to the dollar amount contested and not awarded to such Party as a percentage of the total dollar amount contested by the Parties, as determined by the Accounting Arbitrator. Each Party shall cooperate fully with the Accounting Arbitrator and respond on a timely basis to all requests for information or access to documents or personnel made by the Accounting Arbitrator or by the other Party, all with the intent to fairly and in good faith resolve all disputes relating to the Adjusted EBITDA as promptly as reasonably practicable. (e) Upon the final determination of the Adjusted EBITDA pursuant to this Section 2.2, if the final Adjusted EBITDA is less than the lower of the Adjusted EBITDA Threshold or the Closing Adjusted EBITDA then, the Seller will pay to the Buyer the amount of the difference thereof (without, for the avoidance of doubt, the application of any multiple) within five (5) Business Days after the final determination thereof. (f) The process set forth in this Section 2.2 shall be the exclusive remedy (except in the case of fraud) for the Business, which consists of Buyer Group for any disputes related to items reflected in the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards the purchase of Jjanga, (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and Adjusted EBITDA but only to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as any Loss subject to a result of an event claim under Section 9.1(a) or condition which has resulted in or that is reasonably likely to ARTICLE III would result in a Material Adverse Effect on duplicative recovery for the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinsame Loss.

Purchase Price. On The purchase price of the terms Property is FIFTY-FIVE MILLION AND 00/100 U.S. DOLLARS ($55,000,000.00) (herein referred to as the "Purchase Price"). The Purchase Price shall be payable as follows: (a) Upon execution and subject to the conditions set forth in delivery of this Agreement, Bxxxx agrees Purchaser shall deposit in immediately available funds with the Troy, Michigan office of First American Title Insurance Company, as "Escrow Agent," an amount equal to pay or cause to be paid to Sellers an aggregate of ONE MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($3,600,000 1,500,000.00) (the “Purchase Price”) for the Business"Initial Deposit"), which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid maintained by Escrow Agent in cash an interest bearing account pursuant to the escrow accounts provisions of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), Paragraph 4 hereof; (b) Within two (2) business days after the Outside Approval Date (as defined in Paragraph 49 hereof) (or, if applicable and if sooner, within two (2) business days after the Seller receives written confirmation that a balance sufficient number of $1,790,000 the limited partners will not timely and properly object to the proposed sale prior to the Outside Approval Date and Seller provides written notice to Purchaser thereof), Purchaser shall be paid deposit in cash, by wire transfer of immediately available funds with the Escrow Agent an amount equal to THREE MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($3,500,000.00) (the "Additional Deposit" and together with the Initial Deposit, the "Deposit"), which shall be maintained by Escrow Agent in an interest bearing account pursuant to the bank account provisions of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), Paragraph 4 hereof; and (c) $600,000 shall be paid with At Closing the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 balance of the Purchase Price shall be allocated towards paid in immediately available funds by wire transferring such balance into an account designated by Seller, subject to the purchase of Jjanga, (ii) $600,000 adjustment and prorations described in Paragraph 12 hereof or elsewhere herein. TIME IS OF THE ESSENCE for the delivery of the Purchase Price Deposit. Upon making the Deposit, the Deposit shall be allocated towards non-refundable and the purchase Purchaser shall have no further rights thereto, except as otherwise expressly set forth in this Agreement. Concurrently herewith, each Party shall notify Escrow Agent of HJH and (iii) $400,000 of the Purchase Price its Federal Tax Identification number. The Deposit shall be allocated towards held by Escrow Agent and disbursed in accordance with the purchase terms and conditions of AkuParagraph 4 hereof or as may be described elsewhere herein. In Purchaser hereby acknowledges and agrees that the event and to the extent the Purchase Price is mutually adjusted after the date hereof Deposit held by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, Escrow Agent does not and shall not be an adjustment constitute property of the estate of Purchaser within the meaning of Section 541 of Title 11 of the United States Code, or substantially similar provisions of state law (the "Bankruptcy Code"), and Purchaser's interest in such Deposit is limited to the cash amount payable right to have the Deposit returned if and when the conditions for the return of the Deposit to Purchaser are satisfied as set forth herein. Purchaser hereby acknowledges and agrees that the proper release of the Deposit to Seller as provided for herein shall not be a violation of any provision of the Bankruptcy Code, including, without limitation, Section 362 of the Bankruptcy Code, or require the approval of any court with jurisdiction over any case in which Purchaser or any affiliate of Purchaser is a debtor. Purchaser hereby waives any provision of the Bankruptcy Code necessary to invoke the foregoing, including without limitation, Sections 105 and 362, and waives any right to defend against any motion for relief from the automatic stay that may be filed by Seller. Any interest earned on the Buyer Deposit while held by Escrow Agent shall be paid to the Sellers pursuant party to Section 2.2(b) hereinwhom the Deposit is paid, except that if the Closing occurs, the Purchaser shall receive a credit for such interest in accordance with the terms of this Agreement. In cases where the "Deposit" is to be refunded to Purchaser, "Deposit" means only the portion thereof deposited by Purchaser with Escrow Agent at such time.

Purchase Price. On The total purchase price for the terms Assets shall be Six Hundred Thirty Nine Million Dollars ($639,000,000) (the “Unadjusted Purchase Price”) payable to Sellers at Closing and subject to adjustments as provided for in Articles 3, 4, 8 and 12 and as are reflected in the conditions set forth in this AgreementPreliminary Accounting and the Final Accounting (the Unadjusted Purchase Price, Bxxxx agrees to pay as so adjusted, being the “Final Purchase Price” or cause to be paid to Sellers an aggregate of $3,600,000 (the “Purchase Price”). Schedule 2.3 sets forth Purchaser’s good faith allocation of the Unadjusted Purchase Price among the Oil and Gas Interests and material Equipment for all purposes under this Agreement (with respect to any of the Assets, such value is referred to herein as the “Allocated Value” and collectively, the “Allocated Values”). Sellers have accepted such Allocated Values for purposes of this Agreement and the transactions contemplated hereby, but otherwise make no representation or warranty as to the accuracy of such values. Each Seller shall be entitled to and shall receive its pro rata portion of the Purchase Price (and shall be allocated a pro rata portion of, and be jointly and severally liable for, adjustments required to be made to the Purchase Price and costs to be borne by the Sellers pursuant to this Agreement) based on (a) its relative interests in the Assets and (b) the extent to which any matters (in respect of which adjustments are required to be made to the Purchase Price) affect its interests in the Assets. Each Seller’s pro rata portion of the Purchase Price as adjusted at Closing will be payable in immediately available funds at Closing (pursuant to wire transfer instructions designated in advance by Sellers to the Purchaser in writing) for the Business, which consists account of the HJH Purchase Price of $600,000 and respective Seller. Payments to be made following the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 Closing under this Agreement shall be paid in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, made by wire transfer of immediately available funds within ten (10) Business Days after the final determination is made that such payments are due and payable (pursuant to wire transfer instructions designated in advance by the receiving Party or Parties to the bank paying Party or Parties in writing) for the account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards the purchase of Jjanga, (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event respective receiving Party or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinParties.

Purchase Price. On A. The purchase price of the terms and Property is Six Million Six Hundred Thousand Dollars ($6,600,000) subject to the conditions set forth in this Agreement, Bxxxx agrees to pay or cause to be paid to Sellers an aggregate of $3,600,000 reduction by any credits due Buyer hereunder (the “Purchase Price”) for the Business, which consists of the HJH ). B. The Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash to the escrow accounts as follows: (i) Within three (3) business days after Buyer’s receipt of the Sellers as honest money set forth on Exhibit D a fully executed original of this Agreement (the “Escrowed PaymentFull Execution Date”), Buyer shall deposit in escrow with First American Title Company at 0000 X. Xxxxx Xxxxxx #000, Xxx Xxxx, XX 00000, Attention: Xxx Xxxxxxx (b“Title Company”), a deposit in the amount of One Hundred Thousand Dollars ($100,000) a balance ( the “Deposit #1”). On or before one (1) business day following the expiration of the Due Diligence Period (as defined below) provided that Buyer has given the Approval Notice (as defined below), Buyer shall cause an additional One Hundred Thousand Dollars ($1,790,000 shall be paid 100,000) (the “Deposit #2”) in cash, by wire transfer of immediately available funds to be delivered into escrow. Deposit #1 and Deposit #2 as each of said amounts are received by escrow shall be referred to as the bank “Deposit”. The Deposit shall be held in an interest-bearing account and interest accruing thereon shall be held for the account of Buyer. In the Sellers set forth on Exhibit E (which consists event the sale of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business)Property as contemplated hereunder is consummated, (c) $600,000 the Deposit plus interest accrued thereon shall be paid with credited against the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business)Purchase Price. The Parties also hereto agree that (i) $2,600,000 balance of the Purchase Price shall be allocated towards paid to Seller in immediately available funds at the closing of the purchase and sale contemplated hereunder (the “Closing”). C. Contemporaneously with the delivery of JjangaDeposit #1, Buyer shall pay to Seller as further consideration for this Agreement, in cash, the sum of One Hundred Dollars (ii$100.00) $600,000 of (the “Independent Consideration”), in addition to the Deposit and the Purchase Price and independent of any other consideration provided hereunder, which Independent Consideration is fully earned by Seller and is non-refundable under any circumstances, but shall be allocated towards the purchase of HJH and (iii) $400,000 of applied against the Purchase Price shall be allocated towards the purchase of AkuPrice. In the event Buyer and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto Seller agree that such adjustment shall be made the Independent Consideration, together with the mutual covenants and agreements set forth herein, are adequate to prevent this Agreement from constituting a revocable option to purchase the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinProperty.

Purchase Price. On the terms and subject to the conditions set forth in this Agreement, Bxxxx agrees to pay or cause to be paid to Sellers an aggregate of $3,600,000 (the “Purchase Price”) for the Business, which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 Subject to paragraph (c) below, the purchase price (the "Purchase Price") for each Purchased Receivable and any Related Security on any day shall be an amount in the Currency in which the Purchased Receivable is denominated equal to the Unpaid Balance of that Purchased Receivable, minus the Discount with respect to such Purchased Receivable. The Buyer and the Seller hereby agree that the purchase price payable by the Buyer pursuant to, and in accordance with, this paragraph (a) shall be inclusive of all VAT and comparable or similar Taxes and that (A) the Buyer shall have no responsibility to pay any additional amount in respect of any such Taxes, and (B) in the event that any such Taxes are payable with respect to the payment or receipt of any such purchase price, the Seller shall promptly pay such Taxes in full or, to the extent such Taxes have already been paid by the Buyer, the Seller shall promptly reimburse the Buyer in the corresponding amount, whether out of such Purchase Price received by it or otherwise. If the Seller has paid such Taxes or reimbursed the Buyer for such Taxes and the Buyer is entitled to credit or repayment in respect of such Taxes from the relevant tax authority, the Buyer shall use reasonable commercial endeavours to recover such credit or repayment and shall account for so much of such credit or repayment as the Buyer reasonably and in good faith determines will leave it in no better nor worse a financial position than it would have been in if such Taxes were not chargeable on the Purchase Price. (b) The Seller and the Buyer acknowledge and agree that the full Purchase Price for the purchase hereunder of any Purchased Receivable and its Related Security shall be due and payable on the same Purchase Date on which the Purchased Receivable has been purchased pursuant to Clause 2.1 (Sale and Purchase of Receivables). (c) The Purchase Prices due on any given Purchase Date shall be paid and settled in the following order of priority: (i) First, the Purchase Prices for all Purchased Receivables denominated in the same currency shall be set-off to the extent there is Available Collections Set-off Amount available in such currency on such Purchase Date; (ii) Second, the amount of the Purchase Prices which have not been set-off pursuant to paragraph (i) above shall be paid in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (Seller on such Purchase Date to a Carry Loan Note having the principal amount of $100,000 bank account over which no security has been granted for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase benefit of the Financed BusinessSecured Parties. Purchase Prices denominated in EUR, USD and GBP shall be paid in such respective currency. Purchase Prices denominated in other currencies, shall either be paid in the currency of denomination or, at the election of the Buyer, paid (from a source other than from Collections denominated in EUR, GBP or USD) and in another currency converted at the Applicable Exchange Rate for such currency on such date. (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto parties agree that (i) $2,600,000 of the Purchase Price shall be allocated towards the purchase of Jjanga, (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after payable in accordance with the date provisions hereof by irrespective of the performance of the Purchased Receivables. (e) Each of the Seller and the Servicer represent that they have access to all information necessary to calculate the purchase price for each Purchased Receivable and its Related Security and will cooperate to provide all information necessary forthwith to Buyer and all other relevant parties hereto as a result to ensure timely calculation and payment of an event or condition which has resulted in or that is reasonably likely the purchase price for each Purchased Receivable and its Related Security. Each of the Seller and the Servicer shall provide detailed information regarding the calculation of the purchase price for each Purchased Receivable and its Related Security to result in a Material Adverse Effect on each of the Business or the Acquired AssetsBuyer, the parties hereto agree that such adjustment shall be made to Administrative Agent and the principal amount Purchasers promptly following receipt of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereina reasonable request.

Purchase Price. On Upon the terms and subject to the conditions set forth in of this Agreement, Bxxxx in full payment for the sale, conveyance, assignment, transfer and delivery of the Purchased Assets, Buyer agrees to pay assume the Assumed Liabilities and to deliver or cause to be paid delivered to Sellers an aggregate of $3,600,000 Seller the following amounts (collectively, the “Purchase Price”) for at the Business, which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which following times: (a) $10,000 Immediately available funds (cash equivalent) payable to Seller at the Closing in the amount of: [***] U.S. dollars (US$[***]) (the “Initial Payment”. (b) The following contingent amounts (the “Contingent Amounts”) shall be paid in cash to Seller within [***] calendar days after the escrow accounts occurrence of the Sellers following events: (i) [***] U.S. dollars (US $[***]) shall be paid to Seller upon the first commercial sale in the United States of the first FDA approved product developed by the Buyer using the MedLaunch Implant Program; (ii) Until the later of the [***] anniversary of the Closing or such time as honest money set forth on Exhibit D the Products are no longer covered by a Valid Claim of a Patent under the Purchased IP, a royalty of [***]% of worldwide Net Sales of all Products (the “Escrowed PaymentRoyalty Payments”), (b) a balance of $1,790,000 shall be paid to Seller by the Buyer in cashU.S. dollars on a calendar quarterly basis, by wire transfer within [***] calendar days after the end of immediately available funds to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), each applicable calendar quarter. (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business)As used herein, “Net Sales” means [***]. The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards the purchase of JjangaCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinAS AMENDED.

Purchase Price. On The purchase price (the terms "Purchase Price") for HGH shall be as follows: [***] HGH purchased by ALTUS hereunder shall be [***] per gram and subject [***]HGH purchased by ALTUS hereunder shall be [***] per gram. Upon ALTUS having purchased [***] [***] [***] [***] HGH hereunder according to Exhibit B, SANDOZ shall supply [***] [***] [***] HGH [***] in accordance with Exhibit B. Upon ALTUS having purchased [***] [***] [***] HGH hereunder according to Exhibit B, SANDOZ shall supply [***] [***] in accordance with Exhibit B. The Purchase Price for each shipment of HGH delivered under ALTUS' Orders shall be payable at [***] after acceptance of an individual Order by Sandoz 30 days prior to scheduled delivery and at [***] within 30 days of the invoice date, being understood that invoicing will be done upon shipment of the material; provided, however, that if ALTUS reasonably determines that any [***] HGH delivered by SANDOZ does not conform to the conditions specifications set forth in this AgreementExhibit A or was not prepared under cGMP, Bxxxx agrees to pay or cause to be paid to Sellers an aggregate and notifies SANDOZ of $3,600,000 (the “Purchase Price”) for the Businesssuch non-conformity within 30 days after receipt and provides supporting documentation, which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of SANDOZ shall immediately replace at SANDOZ' expense the Purchase Price shall be allocated towards the purchase of Jjanganon-conforming [***] HGH with conforming [***] HGH, (ii) $600,000 the cost of shipping and any other costs associated with the supply of the Purchase Price shall replacement [***] HGH will be allocated towards the purchase of HJH borne by [***] and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and ALTUS shall not be an adjustment obligated to pay for the shipment of non-conforming HGH but shall be obligated to pay for the PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. replacement HGH within 30 days from the date of its receipt thereof. If ALTUS reasonably determines that any [***] HGH delivered by SANDOZ does not conform to the cash amount payable by the Buyer specifications set forth in Exhibit C or D, as appropriate, and notifies SANDOZ of such non-conformity within 30 days after receipt and provides supporting documentation, Altus shall be entitled to the Sellers pursuant to Section 2.2(b) hereina refund of any invoices paid.

Purchase Price. On (a) The aggregate purchase price for the terms and subject to the conditions set forth in this Agreement, Bxxxx agrees to pay or cause to Specified Shares shall be paid to Sellers an aggregate of $3,600,000 495,845,625 (the “Purchase Price”) for the Business), which consists is based on a per share price of $18.03075. (b) Purchaser shall pay the HJH Purchase Price of $600,000 and the Financed Business to Seller as follows. The Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”)or before December 31, (b) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree 2022; provided that (i) $2,600,000 Seller shall set-off from amounts otherwise owed by Seller to Purchaser for the premium, exercise price or final payment in connection with the settlement under the Century Call Option Confirmation (the “CCO Confirmation”) and the Total Return Swap Confirmation (the “TRS Confirmation”) each entered into on the date hereof pursuant to a related ISDA Master Agreement in the form of the 1992 ISDA Master Agreement (Multi-currency – Cross Border) entered into on the date hereof, when such amounts are due and payable thereunder, unpaid amounts of the Purchase Price, which shall satisfy and discharge Purchaser’s obligation hereunder for such amounts and (ii) upon such set-off of the premium payable on the date hereof under the CCO Confirmation (which is equivalent to 85% of the Purchase Price), Purchaser shall have fully paid for 23,375,000 shares (or 85%) of the Specified Shares; provided that the deferred payment of the Purchase Price and Purchaser’s right to make such deferred payment shall be allocated towards not affect Purchaser’s ownership of the purchase of Jjanga, Specified Shares with effect from the Closing. (iic) $600,000 of Interest will accrue on the Purchase Price remaining unpaid from time to time after the Closing, based on actual days elapsed based on a 365 day year, at the rate of 5% per annum, and be payable semi-annually in arrears on March 14 and September 14 of each year starting March 14, 2018 (or the first business day thereafter if such day is a Saturday, Sunday or holiday in Switzerland or Jersey); provided that such interest owing hereunder shall be allocated towards finally settled and satisfied by set-off against the purchase of HJH and (iii) $400,000 of Equity Amount Receiver Payment Amounts owed by Party A to Party B under the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinTRS Confirmation.

Purchase Price. On The Purchase Price for the Put Shares is $____________ [90% OF THE MARKET PRICE SET FORTH IN PARAGRAPH 5 ABOVE]. The undersigned affirms that the matters set forth in this Statement of Determination of Market Price are true and correct based upon the published reports of Bloomberg Financial, L.P. WAVELAND CAPITAL, LLC By ---------------------- D. Xxxx Xxxxx, Manager EXHIBIT H (Attached to and made a part of the Common Stock Purchase Agreement By and Between Pro Net Link, Corp. and Waveland Capital, LLC) To Purchase _____________ shares of Common Stock of PRO NET LINK CORP. THIS CERTIFIES that, for value received, Waveland Capital, LLC, a Colorado limited liability company (the "Holder"), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth in this Agreementforth, Bxxxx agrees to pay or cause to be paid to Sellers an aggregate of $3,600,000 at any time after the date hereof (the “Purchase Price”"Initial Exercise Date") and on or prior to the close of business on ________, 200_ [A DATE FIVE YEARS AFTER THE DATE HEREOF] (the "Termination Date") but not thereafter, to subscribe for and purchase from Pro Net Link Corp., a corporation incorporated in Nevada (the Business"Company"), which consists up to ___________ shares (the "Warrant Shares") of Common Stock, $0.001 par value per share, of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D Company (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business"Common Stock"). The Parties also hereto agree that purchase price of one share of Common Stock (ithe "Exercise Price") $2,600,000 of the Purchase Price under this Warrant shall be allocated towards $___. The Exercise Price and the purchase number of Jjanga, (ii) $600,000 of Warrant Shares for which the Purchase Price Warrant is exercisable shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Akusubject to adjustment as provided herein. In the event of any conflict between the terms of this Warrant and the Common Stock Purchase Agreement dated as of March __, 2001 pursuant to which this Warrant has been issued (the extent "Purchase Agreement"), the Purchase Price is mutually adjusted after Agreement shall control. Capitalized terms used and not otherwise defined herein shall have the date hereof by meanings set forth for such terms in the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinPurchase Agreement.

Purchase Price. On The purchase price for the terms Premises is FIVE MILLION AND THREE HUNDRED EIGHTEEN THOUSAND NINE HUNDRED AND NINETY DOLLARS AND ZERO CENTS ($5,318,990.00) ("Purchase Price"), which shall be payable as follows: a. Buyer has deposited with Seller the sum of TWO HUNDRED FIFTY THOUSAND and subject No/100 DOLLARS ($250,000.00) (the "Deposit"). Seller shall hold the DEPOSIT in a separate interest-bearing account. The Deposit shall be paid to and deposited in escrow with the conditions set forth Seller and shall be held by the Seller in an interest bearing separate account. Except as otherwise provided in this Agreement, Bxxxx agrees to pay or cause to be paid to Sellers an aggregate of $3,600,000 (the “Purchase Price”) for the Business, which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 Deposit shall be paid in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 kept by Seller until the second installment payment is made by buyer, as provided in this agreement; (ii) paid to Buyer upon either a permitted termination of this Agreement as provided herein or a default hereunder by Seller as provided in this Agreement; or (iii) kept by Seller upon a failure hereunder by Buyer to pay the balance of the Purchase Price as provided in Paragraph 2.b of this Agreement. All interest accruing on the deposit shall be allocated towards kept by the purchase seller. b. Closing shall take place at the office of JjangaSeller located at 0000 Xxxxxxxxxx Xxxx, Xxxxxx Xxxx, Xxx Xxxxxx, 00000; or such other place as may be designated by Seller, no sooner than October 1, 1999 but not later than October 6, 1999. Buyer shall make a payment of FIVE MILLION AND THREE HUNDRED EIGHTEEN THOUSAND NINE HUNDRED AND NINETY DOLLARS AND ZERO CENTS ($5,318,990.00) ("Purchase Price") less the deposit referrenced in paragraph 2a, by cash, or wire transfer into Seller's account, or such other account as Seller may designate. The following adjustments and payments shall be made at Closing: a. Real property taxes for the then current year relating to the Premises shall be adjusted as of the date of Closing. If the Closing shall occur before the tax rate is fixed, the apportionment of taxes shall be on the basis of the tax rate for the immediately preceding year, applied to the latest assessed valuation; b. Any assessments levied on the property shall be paid by Buyer; c. Buyer shall pay the New Jersey Realty Transfer Tax in connection with the conveyance (which obligation shall survive Closing); d. Mortgages, liens or judgments of record shall be paid or otherwise satisfied by Seller in accordance with the terms of this Agreement; and e. The parties shall each be solely responsible for the fees and expenses of their respective counsel. The Deposit shall be paid to and deposited in escrow with the Seller and shall be held by the Seller in an interest bearing separate account. Except as otherwise provided in this Agreement, the Deposit shall be (i) kept by Seller until the second installment payment is made by buyer, as provided in this agreement; (ii) $600,000 paid to Buyer upon either a permitted termination of this Agreement as provided herein or a default hereunder by Seller as provided in this Agreement; or (iii) kept by Seller upon a failure hereunder by Buyer to pay the balance of the Purchase Price shall be allocated towards the purchase as provided in Paragraph 2.b of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinthis Agreement.

Purchase Price. On The aggregate purchase price for the terms and Purchased Assets shall be Seventeen Million Dollars ($17,000,000) subject to the conditions set forth in this Agreement, Bxxxx agrees adjustment pursuant to pay or cause to be paid to Sellers an aggregate of $3,600,000 Section 2.06 hereof (the “Purchase Price”) for the Business, which consists of the HJH ). The Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which shall be paid as follows: (a) $10,000 Buyer Parent shall pay, or cause to be paid paid, at the Closing, the Preliminary Closing Purchase Price less the Escrow Amount to Seller Parent (which Seller Parent shall receive for itself and on behalf of all other Sellers) by wire transfer or immediately available funds to an account designated in cash writing by Seller Parent to Buyer Parent no later than two (2) Business Days prior to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), Closing Date; (b) a balance of $1,790,000 The Escrow Amount shall be paid in cash, deposited by wire transfer of immediately available funds into an account designated by the Escrow Agent and shall be held in a separate interest bearing account (the “Escrow Account”) and distributed in accordance with the terms of the Escrow Agreement to satisfy any and all claims made by Buyer Parent or any other Buyer Indemnitee against Seller Parent pursuant to ARTICLE VIII. The funds held in the Escrow Account are intended to be held and disbursed solely for the purposes and in accordance with the terms of this Agreement and the Escrow Agreement. In no event, shall the Escrow Account or the funds held therein be released or used to pay any amounts other than as permitted by this Agreement and the Escrow Agreement. Seller Parent shall not have any right, title, or interest in and to the bank account Escrow Account or the funds held therein until such time as all of the Sellers set forth on Exhibit E (which consists necessary conditions for release of $295,000 in cash payable for HJH funds from the Escrow Account to Seller Parent under this Agreement and $1,495,000 in cash payable for the Financed Business)Escrow Agreement have occurred, and only to the extent of the amount of funds permitted to be released at such time to Seller Parent, and (c) $600,000 At the XXX Closing, Buyer Parent shall pay, or cause to be paid, the XXX Purchase Price less rental or other fees for the XXX Assets already paid with the issuance and delivery by the Buyer prior thereto, if any, to a Seller pursuant to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase terms of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards the purchase of Jjanga, (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinXXX Agreement.

Purchase Price. On Subject to the terms and subject to the conditions set forth in this AgreementAgreement and in reliance upon the representations and warranties of the Seller set forth below, Bxxxx agrees on the Closing Date: (a) The Buyer shall purchase from the Seller and the Seller shall sell to pay or cause the Buyer all of the issued and outstanding shares of Summit View, free and clear of all Liens; (b) The aggregate purchase price for the shares being sold by the Seller shall be $234,329,473 less Indebtedness as of the Closing, which aggregate amount shall be subject to be paid to Sellers an aggregate of $3,600,000 adjustment after the Closing in the manner set forth in Sections 2.4 and 2.6 below (the “Purchase Price”); (c) for Such purchase and sale shall be effected on the BusinessClosing Date by the Seller delivering to the Buyer such assignments and other instruments and documents as shall be effective to vest in the Buyer, which consists on the Closing Date, good and marketable title to the Common Stock of Summit View, subject to no Liens other than such as may be created by or on behalf of the HJH Buyer, in exchange for delivery by the Buyer to the Seller of the Purchase Price of $600,000 and less the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D Indemnification Escrow Amount (the “Escrowed PaymentClosing Payment Amount”), (b) a balance . Payment of $1,790,000 the Closing Payment Amount shall be paid in cash, made by wire transfer of immediately available funds to such account as the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 Seller shall designate in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by writing to the Buyer at least three days prior to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and Closing; (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 a portion of the Purchase Price equal to $17,500,000 (the “Indemnification Escrow Amount”) shall be allocated towards deposited with a bank (the purchase “Escrow Agent”), pursuant to the terms of Jjangathe Escrow Agreement among the parties hereto and the Escrow Agent (the “Escrow Agreement”) substantially in the form attached hereto as Schedule B, which will be available until the thirty month anniversary of the Closing Date for the purposes of securing payment of any post closing adjustments to the Purchase Price pursuant to Sections 2.1 and 2.6 and or indemnity obligations pursuant to Section 7.5 (the “Escrow Fund”) and the Seller shall be entitled to, and responsible for the payment of any Taxes imposed on, interest or other income attributable to investments of amounts in the Escrow Fund, and (ii) $600,000 a portion of the Purchase Price equal to $7,500,000 (the “Holdback Amount”) shall be allocated towards deposited with the purchase of HJH and (iii) $400,000 Escrow Agent pursuant to the terms of the Purchase Price Escrow Agreement, which shall be allocated towards retained by the purchase of Aku. In Escrow Agent and released by the event and Escrow Agent to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business Seller or the Acquired AssetsBuyer, as the parties hereto agree that such adjustment case may be, according to the terms of the Escrow Agreement; and (e) The Buyer shall be made entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement such amount as the Buyer is required to deduct and withhold with respect to the principal amount making of such payment under the Carry Loan NoteCode or any other applicable Tax Law. To the extent that amounts are so withheld, the Convertible Note, or both, and such withheld amounts shall not be an adjustment treated for purposes of this Agreement as having been paid to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinSeller.

Purchase Price. On the terms and subject to the conditions set forth in this Agreement, Bxxxx agrees to pay or cause to be paid to Sellers an aggregate of $3,600,000 (the “Purchase Price”) for the Business, which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 The purchase price (the "Purchase Price") of the Hotel shall be paid in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D Eighty-Eight Million Dollars (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business88,000,000.00). The Parties also hereto Purchase Price shall be subject to certain closing adjustments and prorations as provided in Article IX. Seller and Buyer hereby agree that (i) $2,600,000 of the Purchase Price shall be allocated towards the purchase of Jjangaas set forth on SCHEDULE 1 attached hereto; provided, (ii) $600,000 however, Seller and Buyer acknowledge and agree that as of the date of this Agreement, the parties have not finalized SCHEDULE 1. Seller and Buyer agree to use good faith efforts to approve the form of SCHEDULE 1 and to amend this Agreement to attach SCHEDULE 1 prior to the expiration of the Inspection Period. (b) The Purchase Price shall be allocated towards paid as follows: (i) Upon the purchase execution of HJH this Agreement by both Buyer and Seller, Buyer shall deposit in escrow with Title Company a cash payment in an amount equal to Four Million, Four Hundred Thousand Dollars (iii$4,400,000.00) $400,000 (the "Deposit"). The Deposit shall be held in an interest bearing account approved by Seller and Buyer, and all interest thereon shall be deemed a part of the Purchase Price Deposit. (ii) In the event the sale of the Property as contemplated hereunder is consummated, the Deposit shall be allocated towards paid to Seller and credited against the purchase of AkuPurchase Price. In the event this Agreement is terminated by Buyer in accordance with Buyer's right to do so under the terms and to the extent the Purchase Price is mutually adjusted after the date provisions hereof or because of a default hereunder by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired AssetsSeller, the parties hereto agree that such adjustment Deposit shall be made promptly returned to the principal amount of the Carry Loan NoteBuyer. IN THE EVENT THAT BUYER SHOULD OTHERWISE FAIL TO CONSUMMATE THE PURCHASE OF THE PROPERTY FOR ANY REASON, the Convertible NoteEXCEPT SELLER'S DEFAULT OR THE TERMINATION OF THIS AGREEMENT BY SELLER OR BUYER PURSUANT TO A RIGHT TO DO SO UNDER THE TERMS AND PROVISIONS HEREOF, or bothTHEN THE DEPOSIT SHALL BE PROMPTLY PAID BY TITLE COMPANY TO SELLER AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER'S ACTUAL DAMAGES, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinIN THE EVENT OF A FAILURE BY BUYER TO CONSUMMATE THIS SALE AS SPECIFIED ABOVE, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION AND CONSIDERING ALL OF THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE PARTIES HAVE AGREED UPON THE AMOUNT OF THE DEPOSIT, AS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT AND AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT HEREUNDER BY BUYER; PROVIDED, HOWEVER, THAT THE DEPOSIT SHALL IN NO EVENT LIMIT BUYER'S INDEMNIFICATION OBLIGATIONS UNDER SECTIONS 11.1 AND 12.8, FOR WHICH THERE SHALL BE NO MANDATORY LIMITATIONS. IN PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION.

Purchase Price. On (a) The aggregate purchase price for the terms Shares and subject to Transferring Assets as of the conditions set forth in this AgreementClosing Date (the “Closing Purchase Price”) shall be determined as follows: (i) Eighty Nine Million United States Dollars (US$89,000,000) (the “Base Purchase Price”), (ii) plus the Estimated Business Adjustment Amount, (iii) minus the Estimated Net Debt. (b) Following the Closing Date, Bxxxx agrees to pay or cause to be paid to Sellers an the definitive aggregate of $3,600,000 purchase price for the Shares and Transferring Assets (the “Purchase Price”) for shall be further determined as follows: (i) The Closing Purchase Price; (ii) minus the Business, which consists absolute value of the HJH Purchase Price difference between the Net Debt and Estimated Net Debt if Net Debt is greater than the Estimated Net Debt and plus the absolute value of $600,000 and such difference if the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash to Net Debt is less than the escrow accounts of the Sellers as honest money set forth on Exhibit D Estimated Net Debt (the “Escrowed PaymentNet Debt Adjustment”), ; (biii) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds to plus the bank account absolute value of the Sellers set forth on Exhibit E difference between the Business Adjustment Amount and the Estimated Business Adjustment Amount if the Business Adjustment Amount is greater than the Estimated Business Adjustment Amount, and minus the absolute value of such difference if the Business Adjustment Amount is less than the Estimated Business Adjustment Amount (which consists of $295,000 in cash payable for HJH the “Business Adjustment Amount Adjustment” it being agreed that the Business Adjustment Amount shall not be more than two million dollars nor less than minus two million dollars ; (iv) minus the difference between the Minimum Inventory and $1,495,000 in cash payable for the Financed BusinessClosing Inventory if the Minimum Inventory exceeds the Closing Inventory (the “Inventory Adjustment” and together with the Net Debt Adjustment and the Business Adjustment Amount Adjustment, the “Post Closing Adjustments”), . (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of the Closing Purchase Price shall be allocated towards paid net of any applicable withholding Tax. (d) In order to permit the purchase of JjangaPurchasers to pay the Closing Purchase Price, (ii) $600,000 Trinity shall provide Stago, no later than 10 Business Days prior to the Closing Date, with a certificate setting forth the calculation by Trinity of the Estimated Business Adjustment Amount, the Estimated Inter Company Debt and the Estimated Net Debt, calculated in accordance with the Accounting Principles and the terms of this Agreement, together with reasonable supporting documentation. (e) The Parties agree that there shall be no double-counting in the calculation of the Closing Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinPost-Closing Adjustments.

Purchase Price. On the terms and subject to the conditions set forth in this Agreement, Bxxxx agrees to pay or cause The total Purchase Price (herein so called) to be paid by Purchaser to Sellers an aggregate of $3,600,000 (the “Purchase Price”) Seller for the Business, which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 Property shall be paid in cash an amount equal to the escrow accounts of the Sellers as honest money set forth on Exhibit D Thirteen Million Two Hundred Fifty Thousand and No/100 Dollars (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business13,250,000.00). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards payable by Purchaser at Closing as follows: (a) by the purchase payment by Purchaser of Jjangacash or Current Funds (hereinafter defined) in an amount equal the difference between (i) the Purchase Price and (ii) the unpaid principal balance, plus accrued but unpaid interest, of the Existing Note (defined below) as of the date of the Closing; and (b) by Purchaser assuming all of the obligations of Seller under (i) that certain Promissory Note dated as of November 28, 1995 (the "Existing Note"), in the original principal amount of Four Million Five Hundred Thousand and No/100 Dollars ($4,500,000.00), executed by Seller and payable to the order of State Farm Life Insurance Company, an Illinois corporation (together with its successors and assigns referred to herein as the "Existing Lender"), (ii) $600,000 that certain Deed of Trust executed by Seller for the benefit of the Purchase Price shall be allocated towards Existing Lender and dated as of even date with the purchase Existing Note (the "Existing Deed of HJH Trust"), and (iii) $400,000 all other documents, instruments and agreements securing payment of the Purchase Price shall be allocated towards the purchase of Aku. In the event and Existing Note or related to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business Existing Note or the Acquired Assets, Existing Deed of Trust (the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Existing Note, the Convertible NoteExisting Deed of Trust and any and all notes, deeds of trust, assignments of leases and rents, security agreements, financing statements, agreements, documents or bothinstruments executed in connection therewith or related thereto and either delivered by Seller to Purchaser or identified in the Assumption Agreement (hereinafter defined), as the same may have been or may hereafter be amended, supplemented, renewed, extended or restated, shall collectively be referred to herein as the "Existing Loan Documents," and all indebtedness evidenced by the Existing Loan Documents shall be referred to herein as the "Existing Loan"). Notwithstanding the Purchaser's assumption of Seller's obligations under the Existing Loan Documents, it is understood and agreed that all funds held by the Existing Lender in any escrow, reserve or similar accounts pursuant to the terms of the Existing Loan Documents (the "Existing Escrow Accounts") are held for the benefit of Seller, and at Closing the Purchaser shall not be an adjustment obligated to pay to Seller the cash amount payable total amounts held in all such accounts as of the Closing Date. All amounts held in the Existing Escrow Accounts shall be paid by Purchaser to Seller at the Buyer to the Sellers pursuant to Section 2.2(b) hereinClosing in cash.

Purchase Price. On (a) The purchase price (the terms and "Purchase Price") for the Shares shall consist of (i) $15,500,000 payable at the Closing, subject to the conditions adjustment as set forth in this AgreementSections 1.3 and 1.4 and to the proscription set forth in Section 1.2(b) (the "Cash Purchase Price") plus (ii) the Contingent Purchase Price of $64,000,000 subject to adjustment as set forth in Sections 1.2(b), Bxxxx agrees 1.3 and 1.4 and in the Contingent Purchase Price Note Agreement (such amount, as adjusted, the "Contingent Purchase Price"). In addition, if the Fair Market Value of the Fixed Income and Preferred Securities, as determined pursuant to the immediately following sentence, exceeds the SAP value thereof shown on the Preliminary Closing Date Balance Sheet then the Purchaser will pay or cause 65% of such excess to the Seller at the Closing. If the SAP value of the Fixed Income and Preferred Securities shown on the Preliminary Closing Date Balance Sheet exceeds the Fair Market Value thereof as determined pursuant to the immediately following sentence then the Seller will pay 65% of such excess to the Purchaser. For purposes of calculating the amount to be paid to Sellers an aggregate of $3,600,000 (the “Purchase Price”) for Seller or the BusinessPurchaser on the Closing Date, which consists the Seller shall, at its sole cost and expense, determine the Fair Market Value of the HJH Purchase Price Fixed Income and Preferred Securities as of $600,000 the close of the last Business Day of the calendar month immediately preceding the Closing Date, and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 a written statement thereof shall be paid in cash delivered to the escrow accounts of Purchaser on the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), Closing Date. (b) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds Notwithstanding anything herein to the bank contrary, including Section 1.4, the Cash Purchase Price shall not be increased above $15,500,000 in respect of any adjustment to the reserves of the Company and the Subsidiaries on account of the Sellers set forth on Exhibit E (which consists Company's and/or any Subsidiary's recognition of $295,000 any redundancy in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers respect of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards the purchase of Jjanga, (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after loss or loss adjustment expense reserves between the date hereof by and the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an Closing Date. Any upward adjustment to the cash amount payable Cash Purchase Price that would have been made in the absence of the immediately foregoing proscription (a "Proscribed Cash Purchase Price Increase") shall instead increase the Contingent Purchase Price dollar-for-dollar by the Buyer to the Sellers pursuant to Section 2.2(b) hereinamount of such Proscribed Cash Purchase Price Increase.

Purchase Price. On Payment, Use of Proceeds and Retention of --------------------------------------------------------- Purchase Price. The aggregate issue price for all the terms and subject to the conditions set forth in this Agreement, Bxxxx agrees to pay or cause to Common Shares being sold -------------- shall be paid to Sellers an aggregate of $3,600,000 U.S.$10,000,000 (the “"Purchase Price”) for "). At the BusinessClosing, which consists of Schein shall pay the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds to an account designated by Cheminor prior to the bank Closing; provided such account is in the name of Cheminor and located in India. The U.S.$10,000,000 received by Cheminor at the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 Closing shall be paid with the issuance and delivery used by the Buyer Cheminor to the Sellers pay down certain of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 its existing debt; provided, however, that nothing in this Section 1.2 shall be construed as restricting Cheminor's ability to further incur any indebtedness or re-borrow any amount so paid with down at any time after the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH Closing, and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree provided -------- further, however, that (i) $2,600,000 of Cheminor shall retain the Purchase Price in such account ------- ------- and shall be allocated towards not use the purchase proceeds thereof to pay down certain of Jjangaits existing debt or for any other purpose whatsoever and shall hold such Purchase Price in escrow for reimbursement to Schein in the event that Cheminor fails to make any Post- Closing Deliveries (as defined in Section 6.3) to Schein pursuant to Section 6.3 hereof. Following Schein's determination pursuant to Section 6.3 that all the Post-Closing Deliveries have been made prior to the Post-Closing Deliveries Deadline (as defined in Section 6.3), (ii) $600,000 of then Cheminor shall have the right to use the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that pay down such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereindebt.

Purchase Price. On (a) The purchase price (the terms and "Purchase Price") for the Property, subject to the conditions set forth adjustments as provided in this Agreement, Bxxxx agrees to pay or cause to shall be paid to Sellers an aggregate the sum of Six Million Six Hundred Thousand Dollars ($3,600,000 (the “Purchase Price”) for the Business6,600,000), which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D follows: (the “Escrowed Payment”), i) Fifty Thousand Dollars (b$50,000) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds Buyer?s check drawn to the bank account order of First American Title Insurance Company (?Title Company?) within two (2) business days after the expiration of the Sellers set forth on Exhibit E (Inspection Period. As used in this Agreement, the term ?Deposit? shall mean the aforesaid sum of Fifty Thousand Dollars plus all interest which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 has accrued thereon. The Deposit shall be paid with the issuance and delivery held by the Buyer to the Sellers Title Company in an interest bearing account pending consummation of Carry Loan Notes this Agreement. (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Businessii) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 next portion of the Purchase Price shall be allocated towards paid at Closing by Buyer?s acceptance of title to the purchase Real Property encumbered by the lien of Jjanga, the Existing Mortgage. Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the then current unpaid principal balance of the Existing Mortgage. (iiiii) $600,000 The balance of the Purchase Price shall be allocated towards paid at Closing by wire transfer of immediate funds to an account of Seller (which account shall be designated by written notice from Seller to Buyer no later than two (2) business days prior to the purchase of HJH and Closing Date). (iiib) $400,000 Buyer agrees to accept title to the Real Property at Closing encumbered by the lien of the Purchase Price Mortgage dated August 4, 1995 in the original principal sum of Three Million Five Hundred Twenty-five Thousand Dollars ($3,525,000) to USG Annuity & Life Company (said Mortgage being herein called the "Existing Mortgage". A copy of the Existing Mortgage is attached to this Agreement as Exhibit C-1. Buyer also agrees that the grantee of the Real Property shall be allocated towards assume the purchase obligations of Aku. In the event Seller and of Xxxx Xxxx (subject to the extent non-recourse provisions therein) pursuant to the Purchase Price Existing Mortgage, Existing Note and the other loan documents. A copy of the Note which is mutually adjusted after the date hereof secured by the parties hereto Existing Mortgage (the "Existing Note") is attached to this Agreement as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinExhibit C-2.

Purchase Price. On In payment and consideration for the sale and transfer of the Assets by Seller to Purchaser, upon the terms and subject to the conditions set forth herein, Purchaser shall assume and thereafter perform the Assumed Liabilities of Seller set forth in this Agreement, Bxxxx agrees Section 1.3(b) hereof and Purchaser shall pay to pay or cause to Seller as consideration (the "Consideration") the amounts set forth below. The Consideration shall be paid to Sellers an aggregate of $3,600,000 (the “Purchase Price”) for the Business, which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which as follows: (a) On the Closing Date, Seller shall receive $10,000 3,516,785.00 in cash (the "Cash Portion") subject to 2.1(i)(b) below, which shall be paid in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, by certified or bank cashier's check or by wire transfer of immediately available funds to an account designated by Seller. (b) On the bank account Closing Date, Purchaser, with the assistance of Seller, will deliver to Seller a Closing Date balance sheet (the "Estimated Closing Date Balance Sheet"), for the period ended on the Closing Date, prepared on a basis consistent with Seller's December 31, 1997 balance sheet (the "Balance Sheet"). The Cash Portion payable pursuant to Section 2.1(i)(a) shall be reduced by any debt reflected on the Estimated Closing Balance Sheet ("Debt") and any shortfall in Working Capital reflected on the Estimated Closing Balance Sheet. (a) On the Closing Date, Purchaser shall issue and deliver to Seller 586,131 shares (the "Issued Shares") of Common Stock, par value $ .01 per share, of Purchaser (the "Common Stock"), which will be valued for purposes of the Sellers set forth on Exhibit E Consideration at $5.70 per share; (which consists b) On the Closing Date, Purchaser shall grant and deliver to Seller a fully assignable option to purchase 47,524 shares of Common Stock at an exercise price of $295,000 .01 per share, in cash payable for HJH the form attached hereto as Annex VIII. (a) On the Closing Date, Purchaser shall issue and $1,495,000 deliver to Seller an interest bearing, unsecured, subordinated, convertible promissory note (the "First Note") in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for 2,876,206.00 (the purchase of HJH and a Carry Loan "Initial Principal") substantially in the form attached hereto as Annex V. (b) Seller may not convert the First Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards the purchase of Jjanga, (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted until after the date hereof by the parties hereto as a result final determination of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan First Note (the "Amended Principal") determined in accordance with the NTM EBITDA calculation (discussed below). After the determination of the NTM EBITDA, the First Note shall be convertible into Common Shares of ITP which will be valued at the time of conversion at $5.70 per share. (c) The Initial Principal amount of the First Note will be subject to adjustment within ninety (90) days after February 28, 1999, upon presentation of financial statements accompanied by a report of Purchaser@s accountants establishing NEWCO's earnings before interest, taxes, depreciation and amortization for the period beginning March 1, 1998, and ending February 28, 1999 ("NTM EBITDA"). The Amended Principal amount of the First Note shall be determined as follows: (1) If the NTM EBITDA does not exceed $1,188,103.00 (the "LTM EBITDA"), the Amended Principal amount of the First Note will be the Initial Principal amount less $2,851,447.20 (derived by multiplying (LTM EBITDA)(8)(.3) and referred to herein as the "First Holdback"). (2) If the NTM EBITDA is equal to or greater than $1,485,128.80 (125% of LTM EBITDA), then the Amended Principal amount of the First Note shall be maintained in the amount of $2,876,206.00; (3) If the NTM EBITDA is between $1,188,103.00 and $1,485,128.80, then the Amended Principal amount of the First Note shall be an amount reduced by a percentage of the First Holdback such percentage being determined as follows: (A) by subtracting NTM EBITDA from $1,485,128.80; (B) by dividing the result in subparagraph (1) above by $297,025.80 (the difference between NTM EBITDA and LTM EBITDA); and (C) by multiplying the result of subparagraph (2) above by the First Holdback; For example, if the NTM EBITDA was determined to be $1,346,329.00 then the calculation would be as follows: (A) $1,485,128.80 - $1,346,329.00 = $138,799.00; (B) $138,799.00/$297,025.80 = $0.47; and (C) ($0.47)($2,851,447.20) = $1,340,180.20. In this example, the Amended Principal amount of the First Note would be $1,536,025.80 (Initial Principal less the result in subparagraph (C) above). (d) If the Amended Principal amount of the First Note is less than the Initial Principal amount, then Seller shall transfer the First Note to Purchaser for cancellation and Purchaser shall issue and deliver to Seller an amended and restated First Note (the "Amended First Note"), reflecting the Amended Principal amount. Within seven (7) days after the issuance of the Amended First Note, Seller shall pay to Purchaser in cash or in Common Stock the Convertible amount representing the excess interest payment paid to Seller on the First Note or by further reducing the principal amount of the Amended First Note. (iv) On the Closing Date, or boththe Purchaser shall execute and deliver an interest bearing, and unsecured tax promissory Note in the principal amount of $500,000.00 (the "Tax Note") substantially in the form attached hereto as Annex VI; (v) On the Closing Date, Purchaser shall not be an adjustment to assume the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) Assumed Liabilities as defined herein.; and

Purchase Price. On 4.1 The purchase price for the terms and subject to the conditions set forth in this Agreement, Bxxxx agrees to pay or cause to be paid to Sellers an aggregate of $3,600,000 (Unit ( the “Purchase Price”) for the Business, which consists of the HJH is $ The Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which is payable as follows: (a) $10,000 shall be paid in cash to the escrow accounts $ [an amount that is ten percent (10%) of the Sellers as honest money set forth on Exhibit D Purchase Price] (the “Escrowed PaymentFirst Installment”), due upon Purchaser’s signing and submitting this Agreement, by check (subject to collection), receipt of which is hereby acknowledged; (b) a balance $ [an amount that with the First Installment equals at least fifteen percent (15%) of $1,790,000 shall be the Purchase Price (the “Second Installment”; the term “Down Payment”, as used herein, refers to both the First Installment and, if the same has been paid at the time in cashquestion, the Second Installment”)], due on the earlier of six (6) months after the execution of this Agreement or thirty (30) days after the Plan is declared effective, by wire transfer of immediately available funds check (subject to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Businesscollection), ; and (c) $600,000 $ , constituting the balance of the Purchase Price, by good certified check of Purchaser or official bank check or, at Sponsor’s option, wire transfer, payable on the delivery of the deed as hereinafter provided. 4.2 All checks shall represent United States currency and shall be paid with the issuance and delivery drawn on or issued by the Buyer a New York bank or trust company which is a member of The New York Clearing House Association, unless otherwise agreed to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 by Sponsor. Checks for the purchase of HJH First Installment and a Carry Loan Note having a principal amount of $500,000 the Second Installment shall be made payable to “Holland & Knight LLP, Escrow Agent”. Checks for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 balance of the Purchase Price shall be allocated towards made payable to the purchase direct order of Jjanga“277 West 10 Owner, L.P.” or such other party as Sponsor may designate upon not less than two (ii2) $600,000 days prior notice. If any check is returned for insufficient funds or any other reason, Sponsor at its option, may declare this Agreement void ab initio and of no further force and effect and may institute an action against Purchaser for the collection of the Purchase Price Down Payment as liquidated damages or may declare a default by Purchaser under this Agreement which shall be allocated towards the purchase of HJH and (iii) $400,000 entitle Sponsor to exercise any of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted remedies set forth in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinArticle 15 hereof.

Purchase Price. On the terms and subject to the conditions set forth in this Agreement, Bxxxx agrees to pay or cause The total Purchase Price (herein so called) to be paid by Purchaser to Sellers an aggregate of $3,600,000 (the “Purchase Price”) Seller for the Business, which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 Property shall be paid in cash an amount equal to the escrow accounts of the Sellers as honest money set forth on Exhibit D Five Million Four Hundred Thousand and No/100 Dollars (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business5,400,000.00). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards payable by Purchaser at Closing as follows: (a) by the purchase payment by Purchaser of Jjangacash or Current Funds (hereinafter defined) in an amount equal the difference between (i) the Purchase Price and (ii) the unpaid principal balance, plus accrued but unpaid interest, of the Existing Note (defined below) as of the date of the Closing; and (b) by Purchaser assuming all of the obligations of Seller under (i) that certain Promissory Note dated as of November 8, 1994 (the "Existing Note"), in the original principal amount of One Million Six Hundred Twenty-Five and No/100 Dollars ($1,625,000.00), executed by Seller and payable to the order of Lutheran Brotherhood (together with its successors and assigns referred to herein as the "Existing Lender"), (ii) $600,000 that certain Deed of Trust executed by Seller for the benefit of the Purchase Price shall be allocated towards Existing Lender and dated as of even date with the purchase Existing Note (the "Existing Deed of HJH Trust"), and (iii) $400,000 all other documents, instruments and agreements securing payment of the Purchase Price shall be allocated towards the purchase of Aku. In the event and Existing Note or related to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business Existing Note or the Acquired Assets, Existing Deed of Trust (the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Existing Note, the Convertible NoteExisting Deed of Trust and any and all notes, deeds of trust, assignments of leases and rents, security agreements, financing statements, agreements, documents or bothinstruments executed in connection therewith or related thereto and either delivered by Seller to Purchaser or identified in the Assumption Agreement (hereinafter defined), as the same may have been or may hereafter be amended, supplemented, renewed, extended or restated, shall collectively be referred to herein as the "Existing Loan Documents," and all indebtedness evidenced by the Existing Loan Documents shall be referred to herein as the "Existing Loan"). Notwithstanding the Purchaser's assumption of Seller's obligations under the Existing Loan Documents, it is understood and agreed that all funds held by the Existing Lender in any escrow, reserve or similar accounts pursuant to the terms of the Existing Loan Documents (the "Existing Escrow Accounts") are held for the benefit of Seller, and at Closing the Purchaser shall not be an adjustment obligated to pay to Seller the cash amount payable total amounts held in all such accounts as of the Closing Date. All amounts held in the Existing Escrow Accounts shall be paid by Purchaser to Seller at the Buyer to the Sellers pursuant to Section 2.2(b) hereinClosing in cash.

Purchase Price. On In consideration of the terms sale of Assets and subject assumption of the Assumed Liabilities, at the Closing, Buyer shall deliver to Seller the conditions set forth in following (collectively, the "Purchase Price"): (i) SEVEN MILLION EIGHT HUNDRED EIGHTY THOUSAND DOLLARS ($7,880,000) (the "Base Price"); (ii) any sales taxes, recording taxes and/or fees, and/or other taxes and/or fees due on the sale of Assets and assumption of Assumed Liabilities contemplated by this AgreementAgreement (the "Transaction Taxes"). (a) Payment of the Purchase Price. The Purchase Price shall be paid as follows: (i) by the delivery of the sum of (A) seventy five percent (75%) of the Base Price, Bxxxx agrees to pay or cause plus (B) the Transaction Taxes, all to be paid to Sellers an aggregate of $3,600,000 (the “Purchase Price”) for the Business, which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash to the escrow accounts of the Sellers as honest money set forth by certified check drawn on Exhibit D (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, local bank or by wire transfer of immediately available funds to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards the purchase of Jjanga, funds; and (ii) $600,000 by the delivery to Seller of Buyer's promissory note, dated the Closing Date, in favor of Seller in the original principal amount equal to twenty-five percent (25%) of the Purchase Base Price shall be allocated towards (the purchase of HJH and (iii"Note") $400,000 in the form attached hereto as Exhibit B. As security for the payment of the Purchase Price Note and the other obligations of Buyer to Seller, Buyer shall deliver to Seller a Security Agreement, dated as of the Closing Date, in the form attached hereto as Exhibit C, a second lien leasehold mortgage/deed of trust, dated as of the Closing Date, with respect to the Subleases described in Section 3.(a)(iii) in a form satisfactory to Seller (the "Second Mortgage"), and such other documents as may be allocated towards reasonably required by Seller to perfect a security interest and/or lien for the purchase benefit of Aku. In the event Seller in and to Buyer's assets (including, without limitation, UCC-1 financing statements in favor of Seller), and Buyer shall cause the extent Controlling Principal to enter into a Guaranty in the Purchase Price is mutually adjusted after the date hereof by the parties form attached hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) herein.Exhibit D.

Purchase Price. On (a) The purchase price of the terms Property is Sixteen Million Two Hundred Thousand and subject to the conditions set forth in this Agreement, Bxxxx agrees to pay or cause to be paid to Sellers an aggregate of 00/100 Dollars ($3,600,000 16,200,000.00) (the “Purchase Price”). (b) for the Business, which consists of the HJH The Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid as follows: (1) Within two (2) business days after the Effective Date, Buyer shall deposit in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D with Fidelity National Title Insurance Company, 0000 Xxxxx Xxxxxx, Xxxxx Xx. 000, Xxxxxx, XX 00000 (the “Escrowed PaymentTitle Company”) cash or other immediately available funds in the amount of Three Hundred Seventy-Five Thousand and 00/100 Dollars ($375,000.00) (the “Initial Deposit”). (2) If Buyer delivers a waiver notice under Section 2.2 to Seller prior to the expiration of the Contingency Period, Buyer shall deposit in escrow with the Title Company an additional amount of Three Hundred Seventy-Five Thousand and 00/100 Dollars (b$375,000.00) (the “Additional Deposit”) in cash or other immediately available funds within two (2) business days after the expiration of the Contingency Period. The Initial Deposit and the Additional Deposit (if and when the Additional Deposit is deposited by Buyer with the Title Company as provided hereunder) are collectively referred to herein as the “Deposit”. The Deposit shall be held in an interest bearing account and all interest thereon, less investment fees, if any, shall be deemed a balance part of $1,790,000 the Deposit. If the sale of the Property as contemplated hereunder is consummated, then the Deposit shall be paid to Seller at the Closing (as defined in cashSection 1.2(b)(3) below) and credited against the Purchase Price. IF THE SALE OF THE PROPERTY IS NOT CONSUMMATED DUE TO SELLER’S DEFAULT HEREUNDER, THEN BUYER MAY ELECT, AS BUYER’S SOLE AND EXCLUSIVE REMEDY, EITHER TO: (1) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF THE DEPOSIT, IN WHICH EVENT (1) ESCROW AGENT SHALL REFUND TO BUYER THE DEPOSIT, (3) The balance of the Purchase Price (plus or minus the prorations pursuant to Section 8.5 hereof) shall be paid to Seller in cash or by wire transfer of other immediately available funds to at the bank account consummation of the Sellers set forth on Exhibit E purchase and sale contemplated hereunder (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business“Closing”), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards the purchase of Jjanga, (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) herein.

Purchase Price. On the terms and subject The purchase price (hereinafter referred to the conditions set forth in this Agreement, Bxxxx agrees to pay or cause to be paid to Sellers an aggregate of $3,600,000 (as the “Purchase Price”) for the BusinessProperty is Five Million Five Hundred Thousand and No/100 Dollars ($5,500,000.00). Subject to all prorations and adjustments provided herein, which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash to as follows: A. Within one business day following the escrow accounts of the Sellers as honest money set forth on Exhibit D Effective Date, Purchaser shall deposit with Xxxxxxx, Xxxxx and Xxxxxx, LLP (the “Escrowed PaymentEscrow Agent”) the sum of Fifty Thousand and No/100 Dollars ($50,000.00) (such amount is hereinafter referred to as the “Initial Deposit”), (b) a balance of $1,790,000 by check subject to collection or by wire-transfer, which such amount shall be paid deposited in cash, by wire transfer a non-interest-bearing account. At the time of immediately available funds to the bank account and conditioned upon satisfaction of the Sellers condition precedent set forth on Exhibit E in Section IX A hereof, Purchaser shall pay to Escrow Agent an additional Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) which will be deposited in the same non-interest-bearing account as was deposited the Initial Deposit (which consists of subsequent $295,000 in cash payable for HJH and $1,495,000 in cash payable for 250,000.00 is hereinafter referred to as the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business“Subsequent Deposit”). The Parties also hereto agree that Initial Deposit and the Subsequent Deposit are hereinafter collectively referred to as the “Deposit”. The Deposit shall be applied toward the Purchase Price due at Closing (ias hereinafter defined) $2,600,000 if the Closing contemplated herein is consummated as herein provided, or shall otherwise be applied as elsewhere provided in this Agreement. B. At the Closing, Escrow Agent shall pay the Deposit to Seller to be applied against the Purchase Price, and the balance of the Purchase Price shall be allocated towards paid to Seller at Closing by wire-transfer of funds immediately available to Seller. (i) The Escrow Agent joins in the purchase execution of Jjanga, this Agreement solely for the purpose of acknowledging and agreeing to the provisions of this Section II C. (ii) $600,000 The duties of the Purchase Price Escrow Agent shall be allocated towards as follows: (a) During the purchase term of HJH this Agreement, the Escrow Agent shall hold and disburse the Deposit in accordance with the terms and provisions of this Agreement. (b) The Escrow Agent shall pay the Deposit in accordance with the joint written instructions of Seller and Purchaser in any of the following events: (i) if this Agreement shall be terminated by the mutual written agreement of Seller and Purchaser, or (ii) if the Escrow Agent shall be unable to determine at any time to whom the Deposit should be paid, or (iii) $400,000 of if a dispute shall develop between Seller and Purchaser concerning to whom the Purchase Price shall Deposit should be allocated towards the purchase of Akupaid. In the event that such written instructions shall not be received by the Escrow Agent within ten (l0) days after the Escrow Agent has served a written request for instructions upon Seller and Purchaser, then the Escrow Agent shall have the right to pay the Deposit into any court of competent jurisdiction and interplead Seller and Purchaser in respect thereof, and thereupon the Escrow Agent shall be discharged of any obligations in connection with this Agreement. (c) No fee or charge shall be due or payable to the extent Escrow Agent for its services as escrow holder. (d) By joining herein, the Purchase Price Escrow Agent undertakes only to perform the duties and obligations imposed upon the Escrow Agent under the terms of this Agreement and expressly does not undertake to perform any of the other covenants, terms and provisions incumbent upon the Seller and the Purchaser hereunder. (e) Purchaser and Seller hereby agree and acknowledge that the Escrow Agent assumes no liability in connection herewith except for negligence or willful misconduct; that the Escrow Agent shall never be responsible for the validity, correctness or genuineness of any document or notice referred to under this Agreement; and that in the event of any dispute under this Agreement, the Escrow Agent may seek advice from its own counsel and shall be fully protected in any action taken by it in good faith in accordance with the opinion of its counsel. (f) All investments by Escrow Agent will be made in the regular course of business. To be entitled to same day investment (assuming good funds are provided), the Deposit must be received by noon; otherwise, such funds will be deposited on the next business day. All investments shall be subject to the rules, regulations, policies and procedures of the bank depository (hereinafter referred to as the “Depository”) in which such monies are deposited. (g) The Deposit may be processed for collection in the normal course of business by Escrow Agent, which may commingle funds received by it with escrow funds of others in its regular escrow account at the Depository. Escrow Agent shall not be accountable for any incidental benefit which may be attributable to the funds so deposited. Escrow Agent shall not be liable for any loss caused by the failure, suspension, bankruptcy or dissolution of the Depository. (h) Escrow Agent shall not be liable for loss or damage resulting from: (i) any good faith act or forbearance of Escrow Agent; (ii) any default, error, action or omission of any party, other than Escrow Agent; (iii) any defect in the title to any property unless such loss is mutually adjusted covered under a policy of title insurance issued by the Escrow Agent; (iv) the expiration of any time limit or other delay which is not solely caused by the failure of Escrow Agent to proceed in its ordinary course of business, and in no event where such time limit is not disclosed in writing to the Escrow Agent; (v) the lack of authenticity of any writing delivered to Escrow Agent or of any signature thereto, or the lack of authority of the signatory to sign such writing; (vi) Escrow Agent’s compliance with all attachments, writs, orders, judgments, or other legal process issued out of any court; (vii) Escrow Agent’s assertion or failure to assert any cause of action or defense in any judicial or administrative proceedings; or (viii) any loss or damage which arises after the date hereof Deposit has been disbursed in accordance with the terms of this Agreement. (i) Escrow Agent shall be fully indemnified by the parties hereto for all of its expenses, costs, and reasonable attorney’s fees incurred in connection with any interpleader action which Escrow Agent may file to resolve any dispute as to the Deposit, or which may be filed against the Escrow Agent. Such costs, expenses or attorney’s fees may be deducted from the Deposit. (j) If Escrow Agent is made a result party to any judicial, non-judicial or administrative action, hearing or process based on acts of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect any of the other parties hereto and not on the Business or the Acquired Assetsmalfeasance and/or negligence of Escrow Agent in performing its duties hereunder, the expenses, costs and reasonable attorney’s fees incurred by Escrow Agent in responding to such action, hearing or process may be deducted from the funds held hereunder and the party/parties hereto agree that whose alleged acts are a basis for such adjustment proceedings shall be made to the principal amount of the Carry Loan Noteindemnify, the Convertible Notesave and hold Escrow Agent harmless from said expenses, or both, costs and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinfees so incurred.

Purchase Price. On the terms and subject to the conditions set forth in this Agreement, Bxxxx agrees to pay or cause to (a) The aggregate purchase price payable by Buyer shall be paid to Sellers an aggregate of $3,600,000 52,500,000 (the “Purchase Price”) for in cash. On the BusinessClosing Date, which consists of Buyer shall pay the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds in United States dollars to such account or accounts as Seller shall have designated in writing at least two days prior to the bank account Closing Date. (b) The Purchase Price set forth in Section 2.2(a) shall be subject to adjustment after the Closing Date as follows: (i) Within forty-five (45) days after the Closing Date, Seller shall deliver to Buyer a proposed Closing Statement of Working Capital as of the Sellers Closing Date prepared on a basis consistent with the Reference Statement of Working Capital (the “Proposed Closing Statement of Working Capital”). The Reference Statement of Working Capital shall be as of July 2, 2005 and is set forth on Exhibit E in Schedule 2.2(b). The Buyer shall cooperate with the Seller, at no cost to the Seller, in the preparation of the Proposed Closing Statement of Working Capital, including but not limited to providing access to any appropriate work papers of the Business or to Buyer’s accountants and auditors. (which consists ii) The Buyer shall deliver to the Seller within thirty (30) days after receiving the Proposed Closing Statement of $295,000 in cash payable for HJH Working Capital a detailed statement describing all of its objections (if any) thereto and $1,495,000 in cash payable for sufficient details describing the Financed Business)basis therefor. Failure of the Buyer to so object to the Proposed Closing Statement of Working Capital shall constitute acceptance thereof, (c) $600,000 whereupon such Proposed Closing Statement of Working Capital shall be paid with deemed to be the issuance Final Closing Statement of Working Capital. The Buyer and delivery Seller shall use reasonable efforts to resolve any such objections, but if they do not reach a final resolution within thirty (30) days after the Seller has received the statement of objections, the Buyer and Seller shall select an independent accounting firm, other than their respective regular independent accounting firms, mutually acceptable to them (the “Neutral Auditors”) to resolve any remaining objections. If Buyer and Seller are unable to agree on the choice of Neutral Auditors, they shall select as Neutral Auditors an independent accounting firm by lot (after excluding their respective regular independent accounting firms). The Neutral Auditors shall determine, within sixty (60) days after their appointment, whether any of the objections raised by the Buyer are valid. The Proposed Closing Statement of Working Capital that is the subject of objections by the Buyer shall be adjusted in accordance with the Parties’ agreement or the Neutral Auditors’ determination, as the case may be, and, as so adjusted, shall be the Final Closing Statement of Working Capital. Such agreement by the Parties or determination by the Neutral Auditors, as the case may be, shall be conclusive and binding upon the Buyer and the Sellers. The Buyer and the Seller shall share equally the fees and expenses of the Neutral Auditors. (iii) If the Final Working Capital is less than the Reference Working Capital, as each is defined below, Seller shall be obligated to pay to Buyer, and shall pay to Buyer, by wire transfer in immediately available funds, within five business days after the date on which the Final Closing Statement of Working Capital is finally determined pursuant to this Section 2.2(b), an amount equal to such deficiency (plus interest thereon from the Closing Date at the interest rate equal to the Sellers six-month LIBOR rate as published from time to time in the Wall Street Journal). (iv) If the Final Working Capital is greater than the Reference Working Capital, the Buyer shall pay to the Seller, by wire transfer in immediately available funds, within five business days after the date on which the Final Closing Statement of Carry Loan Notes Working Capital is finally determined pursuant to this Section 2.2(b), an amount equal to such excess (a Carry Loan Note having plus interest thereon from the principal amount of $100,000 for Closing Date at the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for interest rate equal to the purchase of six-month LIBOR rate as published from time to time in the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed BusinessWall Street Journal). The Parties also hereto agree that foregoing notwithstanding, any payment pursuant to this subparagraph shall not exceed $599,999. (iv) $2,600,000 As used in this Section 2.2(b), “Reference Working Capital” and “Final Working Capital” shall mean the sum of the Purchase Price shall be allocated towards total current assets (excluding cash) less the purchase of Jjanga, (ii) $600,000 sum of the Purchase Price shall be allocated towards the purchase of HJH and total current liabilities (iiiexcluding any debt) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto Business as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect reflected on the Business or Reference Statement of Working Capital and the Acquired AssetsFinal Closing Statement of Working Capital, respectively. For the sake of clarification, the parties hereto agree that such adjustment shall be made to Reference Working Capital as reflected on the principal amount Reference Statement of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinWorking Capital is $2,333,000.

Purchase Price. On the terms and subject to the conditions set forth in this Agreement, Bxxxx Buyer agrees to pay or cause purchase the Acquired Assets for Twenty Four Million Eight Hundred and Eighty Thousand Dollars ($24,880,000) (as adjusted pursuant to be paid to Sellers an aggregate of $3,600,000 (Section 2.10 hereof, the “Purchase Price”) for the Business, which consists of the HJH ). The Purchase Price of $600,000 and will be payable by Buyer on the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, Closing Date by wire transfer of immediately available funds to an interest bearing escrow account (the bank account “Escrow Account”) with Key Bank National Association (the “Escrow Agent”), pursuant to the terms of an Escrow Agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”). All interest accrued on the Escrow Account will be for the benefit of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable Buyer. The Escrow Agreement shall provide for the Financed Business)release of the Purchase Price as follows: (a) subject to the satisfaction or waiver of the deliveries described in Section 2.7 hereof, the portion of the Purchase Price relating to the True-Up Inventory, shall be released on the Subsequent Closing Date; provided, however, if any purchase order for True-Up Inventory has been submitted to Seller less than thirty (30) days prior to the Subsequent Closing Date, then that portion of the Escrow Account related to any such purchase order(s) shall not be disbursed until thirty (30) days after delivery by Buyer of such purchase order; (b) subject to the satisfaction or waiver of the deliveries described in Section 2.7 hereof, the portion of the Purchase Price relating to the Equipment shall be released on Subsequent Closing Date; and (c) $600,000 shall be paid with the issuance and delivery by the Buyer subject to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase satisfaction or waiver of the Financed Business) and (d) $1,200,000 shall be paid with deliveries described in Section 2.7 hereof, the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 balance of the Purchase Price shall be allocated towards the purchase of Jjanga, (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect released on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinSubsequent Closing Date.

Purchase Price. On Provided that Seller delivers 245 Qualified Subscribers as of the terms Closing Date, in full consideration of the sale and subject purchase of the Assets as set forth herein, Buyer shall pay to Seller an amount equal to $92,500, as described in this Section. The Purchase Price is calculated by the number of Qualified Subscribers as of the Closing Date, multiplied by the Individual Qualified Subscriber Value (the “Total Qualified Subscriber Value”). To the extent number of Qualified Subscribers as of the Closing Date exceeds 245, the Purchase Price shall be increased by the number of Qualified Subscribers greater than 245 multiplied by the Individual Qualified Subscriber Value. However, to the conditions set forth extent the number of Qualified Subscribers as of the Closing Date is less than 245, the Purchase Price shall be reduced by the number of Qualified Subscribers multiplied by the Individual Qualified Subscriber Value. The Total Qualified Subscriber Value shall then be adjusted by the Purchase Price Adjustment as provided in this AgreementSection 3.2, Bxxxx agrees to pay or cause to be paid to Sellers an aggregate of $3,600,000 (which final amount shall constitute the “Purchase Price”) for the Business, which consists of the HJH . The Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in the following manner: (a) Buyer shall pay to Seller, in cash to at Closing the escrow accounts amount of Thirty Three Thousand and Five Hundred Dollars ($33,500.00), provided that the Sellers amount of cash at Closing shall increase or decrease, if applicable, as honest money set forth on Exhibit D determined by the Purchase Price Adjustments described in Section 3.2 (the “Escrowed Closing Cash Payment”). Buyer and Seller shall determine the Purchase Price, including all Purchase Price Adjustments arising under Section 3.2 and all proration adjustments pursuant to this Agreement, to the extent known or then subject to calculation, on the Closing Date, which estimate shall be provided by Seller to Buyer for Buyer’s review and approval no later than two business days prior to the Closing Date; to the extent such Purchase Price Adjustments and the following items: a) executed site leases for existng sites without written agreements, b) Required Consents, and c) all requested internet protocol address information, (collectively defined as “Closing Cash Payment Deliverables,”) are not provided two business days prior to the Closing Date, Buyer shall withhold thirty percent (30%) of the Closing Cash Payment until such Purchase Price Adjustments are calculated and Closing Cash Payment Deliverables are provided to Buyer for Buyer’s review and approval, upon such review and approval, Buyer shall then pay the balance of the Closing Cash Payment as applicable; (b) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds to On the bank account 6 (six) month anniversary of the Sellers set forth on Exhibit E Closing Date, the Buyer shall make a payment of Thirty Three Thousand and Five Hundred Dollars (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business33,500.00), less any Debt Assumption described herein; and (c) $600,000 shall be paid with On the issuance and delivery by 12 (twelve) month anniversary of the Closing Date, the Buyer to the Sellers shall make a final payment of Carry Loan Notes Twenty Six Thousand Dollars (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business26,000.00). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards the purchase of Jjanga, (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) herein.

Purchase Price. On The purchase price for the terms Transmission Business shall be the sum of: (i) OPC's Net Book Value of the Transmission Assets as of the Effective Date; plus (ii) That portion of OPC's deferred charges relating to OPC's debt secured under the OPC Mortgage as of the Effective Date which is determined in accordance with the allocation formula set forth on Schedule 2.4(d)(i) (the "GTC Assumed OPC Deferred Charges"); plus (iii) An amount, if any, by which the Purchase Price Premium exceeds the GTC Assumed OPC Deferred Charges. As of the date of this Agreement, a preliminary appraisal has been completed. The appraisal shall be updated by the appraiser at a date selected by OPC nearer the closing (the "Final Appraisal"). For purposes of the provisions of this Section 2.4, the term "Purchase Price Premium" shall be the amount identified as such in the Final Appraisal. If the Purchase Price Premium is greater than an amount equal to 6% of OPC's Net Book Value for the Transmission Assets used in preparing the Final Appraisal, then GTC's payment of the amount called for by this Section 2.4(c) must be approved by GTC's Board of Directors. If the appraisal names a range of values and subject a most likely value within the range, the Purchase Price Premium shall be deemed to be the conditions Purchase Price Premium named by the appraisal as the one most likely to be paid. For purposes of determining the amount of the purchase price to be paid at Closing, the amount set forth in this Agreement, Bxxxx agrees to pay or cause to be paid to Sellers an aggregate of $3,600,000 (the “Purchase Price”) for the Business, which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that subsection (i) $2,600,000 of and the Purchase Price GTC Assumed OPC Deferred Charges shall be allocated towards determined on a preliminary basis based on OPC's projected financial statements and records as of December 31, 1996. Not later than March 15, 1997, for purposes of determining the final purchase of Jjangaprice, the amount set forth in subsection (iii) $600,000 of and the Purchase Price GTC Assumed OPC Deferred Charges shall be allocated towards the purchase determined based on OPC's actual financial statements and records as of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired AssetsDecember 31, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) herein1996.

Purchase Price. On The purchase price for the Properties shall be Seventy Eight Million Five Hundred Thousand Dollars ($78,500,000) (the "Purchase Price"). The Purchase Price is payable as follows: (a) Within three (3) business days after the execution of this Agreement by Buyer and Seller, Buyer shall deposit in "Escrow" with the "Escrow Holder" (as those terms are hereinafter defined), in cash or other immediately available funds, the sum of Two Hundred Fifty Thousand Dollars ($250,000) (the "Initial Deposit"). All references in this Agreement to the "Deposit" shall refer only to the Initial Deposit; provided, however, that if the "Rate Lock Deposit" is made and not returned to the Buyer pursuant to Paragraph 5(a) of this Agreement, all references in this Agreement to the "Deposit" shall mean and include both the Initial Deposit and the Rate Lock Deposit. The Escrow Holder shall hold the Deposit or any portion thereof in an interest-bearing account reasonably acceptable to Seller and Buyer, in accordance with the terms and subject conditions of this Agreement. All interest on such sum shall be deemed income of Buyer, and Buyer shall be responsible for the payment of all costs and fees imposed on the Deposit account to the conditions set forth extent they exceed or are in addition to the Escrow Holder's normal fees for the Escrow without such Deposit account, the payment of which normal fees is separately dealt with in this Agreement. Nevertheless, Bxxxx agrees to pay or cause all interest accrued on such sum shall be held and disbursed with, and deemed to be paid a part of, the "Deposit" for all purposes of this Agreement. The Escrow Holder shall hold the Deposit in trust to Sellers an aggregate of $3,600,000 (be applied or disbursed in accordance with this Agreement. At Closing, the “Purchase Price”) for the Business, which consists of the HJH Purchase Price of $600,000 Deposit and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 all interest accrued thereon shall be paid in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of applied toward the Purchase Price shall be allocated towards the purchase of Jjanga, (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Akupaid through Escrow to Seller. In the event and The Deposit is nonrefundable to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto Buyer except as a result of an event or condition which has resulted expressly provided in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinthis Agreement.

Purchase Price. On In consideration of the terms sale and subject transfer by Seller to Buyer of the Purchased Assets, Buyer shall assume the Assumed Obligations pursuant to Section 3.1 and pay and deliver to Seller the purchase price for the Purchased Assets (the "Purchase Price") as follows: (a) At Closing, Buyer shall pay and deliver to Seller a cash payment by wire transfer of same day funds to such account as Seller shall designate by written notice to the conditions set forth Buyer in the aggregate amount of $20,068,055 less the amounts paid, escrowed or retained as provided in Subsections (b), (c) and (d) below, less the Down Payment and any amounts paid by Seller from September 30, 2002 through Closing as severance to John Lanigan or for legal fees or other expenses related to the nexxxxxxxxx, xocumentation and Closing of the transaction contemplated by this AgreementAgreement (the "Closing Payment"). (b) At Closing, Bxxxx agrees to pay or Buyer shall cause to be paid to Sellers an aggregate of Sabre Inc. ("Sabre") the remaining $3,600,000 (the “Purchase Price”) for the Business, which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards the purchase of Jjanga, (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the 5,500,000 principal amount of the Carry Loan promissory note (the "Sabre Note") issued by Seller to Sabre, a copy of which is attached hereto as Exhibit 2.2(b), plus, if the Closing shall have occurred after December 31, 2002 because Seller shall have intentionally caused the Closing hereunder not to have occurred by December 31, 2002, all interest accruing on the Sabre Note from January 1, 2003 through the Closing. (c) At Closing, Buyer shall deposit $1,500,000 with J.P. Morgan Trust Company, N.A., or another escrow agent reasonablx xxxxxxxxxe to Seller and Buyer (the "Escrow Agent") pursuant to the Escrow Agreement, the Convertible Noteform of which is attached hereto as Exhibit 2.2(c) (the "Escrow Agreement"). (d) At Closing, if the Sysco License Condition (as defined in Section 2.5) has not been satisfied on or both, and shall not be an adjustment prior to the cash amount payable by Closing, Buyer shall retain $500,000 (the Buyer "Additional Payment") subject to the Sellers future payment to Seller pursuant to Section 2.2(b) herein2.5 hereof.

Purchase Price. On the terms and subject to the conditions set forth in this Agreement, Bxxxx agrees to pay or cause to be paid to Sellers an The aggregate of $3,600,000 purchase price (the “Purchase Price”) to be paid by the Purchaser as consideration for the Businesssale, which consists transfer and conveyance of the HJH Transferred Assets pursuant to this Agreement shall be Eighty Eight Million Six Hundred Thousand Dollars ($88,600,000), subject to adjustment pursuant to Section 1.5 below. The Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which shall be paid as follows: (a) Five Million Dollars ($10,000 5,000,000) of such Purchase Price shall be credited as paid pursuant to the Option Agreement. (b) At the Closing, the Purchaser shall pay (or cause to be paid) to Seller (or to one or more Affiliates of Seller), in cash to in immediately available funds, a total of Eighty Three Million Six Hundred Thousand Dollars ($83,600,000), less the escrow accounts of the Sellers as honest money set forth on Exhibit D Indemnification Holdback Amount (the “Escrowed Closing Payment”), (bsubject to adjustment pursuant to Section 1.5(a) a balance of $1,790,000 shall be paid in cashbelow, by wire transfer of immediately available funds to one or more accounts provided to the bank account Purchaser by Seller prior to the Closing (it being understood that if Seller desires that any portion of the Sellers set forth on Exhibit E (which consists of $295,000 amount specified in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall this Section 1.3 be paid to any Affiliate of Seller, Seller shall provide the Purchaser with the issuance and delivery by the Buyer written instructions with respect thereto prior to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed BusinessClosing). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price Closing Payment shall be allocated towards made in United States dollars; provided, however, that the purchase of Jjanga, (ii) Purchaser may deliver up to CONFIDENTIAL $600,000 of the Purchase Price Closing Payment in Chinese renminbi (at an exchange rate determined as the average of the prevailing exchange rates published by the Wall Street Journal as of the close of business on each of the five business days immediately preceding the Closing Date) to one or more accounts provided to the Purchaser by Seller prior to the Closing, which amount may be used by Seller or Seller’s Affiliate to satisfy potential severance obligations in respect of Transferred Employees of Avanex Communications Technologies Co. (“Avanex”) at the Shanghai Facility. (c) At the Closing, the Purchaser shall be allocated towards assume the purchase Assumed Liabilities by delivery to Seller of HJH an Assignment and Assumption Agreement in form and substance mutually agreeable to the Purchaser and the Seller (iiithe “Assumption Agreement”). (d) $400,000 of At the Closing, the Purchaser shall withhold the Indemnification Holdback Amount from the Purchase Price shall to provide funds against which a Purchaser Indemnitee may assert claims of indemnification under this Agreement. The Indemnification Holdback Fund will be allocated towards held, administered and distributed by Purchaser in accordance with the purchase terms of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result Article 8 of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinthis Agreement.

Purchase Price. On The Purchase Price of the terms Purchased Home shall be the sum of ($ ) DOLLARS (inclusive of HST, net of the HST new housing rebate (if any), as more particularly set forth in and subject to the conditions set forth provisions of Section 5.3 of Schedule “B”) of lawful money of Canada payable as follows: (a) The sum of ($5,000.00) FIVE THOUSAND DOLLARS, as an initial deposit by cheque payable to XxXxxxxx LLP, in trust, accompanying this Purchase Agreement as an initial deposit upon the execution of this Purchase Agreement; (b) the sum of ($ ) DOLLARS by cheque post-dated to the 30th day following execution of this Purchase Agreement (and representing together with the deposit paid in 1(a), Bxxxx agrees 5% of the Purchase Price) payable to pay XxXxxxxx LLP, in trust, accompanying this Purchase Agreement as a further deposit pending completion or cause other termination of this Purchase Agreement and to be credited on account of the Purchase Price on the Closing Date; (c) the sum of ($ ) DOLLARS by cheque payable to XxXxxxxx LLP, in trust, accompanying this Purchase Agreement and post-dated to the 150th day following execution of this Purchase Agreement (and representing 5% of the Purchase Price), as a further deposit pending completion or other termination of this Purchase Agreement and to be credited on account of the Purchase Price on the Closing Date; (d) the sum of ($ ) DOLLARS by cheque payable to XxXxxxxx LLP, in trust, accompanying this Purchase Agreement and post-dated to the 400th day following execution of this Purchase Agreement (and representing 5% of the Purchase Price), as a further deposit pending completion or other termination of this Purchase Agreement and to be credited on account of the Purchase Price on the Closing Date; (e) the sum of ($ ) DOLLARS by cheque payable to XxXxxxxx LLP, in trust, on the Firm Occupancy Date (and representing 5% of the Purchase Price), as a further deposit pending completion or other termination of this Purchase Agreement and to be credited on account of the Purchase Price on the Closing Date; (f) the amount required to be paid pursuant to Sellers an aggregate Section 3.4(10) of $3,600,000 (Schedule “B” by cheque payable to XxXxxxxx LLP, in trust, on the “Firm Occupancy Date, as a further deposit pending completion or other termination of this Purchase Price”) for the Business, which consists of the HJH Purchase Price of $600,000 Agreement and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall to be paid in cash to the escrow accounts of the Sellers as honest money set forth credited on Exhibit D (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds to the bank account of the Sellers set forth Purchase Price on Exhibit E the Closing Date; (which consists g) the balance of $295,000 the Purchase Price by certified cheque drawn on the trust account of the Purchaser’s Solicitor payable to the Vendor or as the Vendor may in cash payable for HJH and $1,495,000 in cash payable for writing direct on the Financed Business)Closing Date, (c) $600,000 shall be paid with unless the issuance and delivery Purchaser provides to the Vendor, within the time period required by the Buyer to Condo Act, the Sellers notice contemplated by Section 3.4(6) of Carry Loan Notes (a Carry Loan Note having Schedule “B”, in which case the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 balance of the Purchase Price shall be allocated towards paid on the purchase Firm Occupancy Date, as provided for in Section 3.4(6) of JjangaSchedule “B”; and (h) all proper and usual adjustments including the adjustments specifically provided under this Purchase Agreement, (ii) $600,000 calculated as of and paid on the Closing Date. The Purchaser agrees that on taking possession of the Purchased Home and on the Closing Date the Purchaser will not for any reason whatsoever request, nor will the Vendor be obligated to permit, any holdback of any part of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount any other monies payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinPurchaser under this Purchase Agreement for any reason whatsoever.

Purchase Price. On Subject to the terms and subject to the conditions set forth in this Agreement, Bxxxx agrees to pay or cause to be paid to Sellers an aggregate of $3,600,000 (Agreement and in reliance upon the “Purchase Price”) for the Business, which consists representations and warranties of the HJH Purchase Price of $600,000 and Sellers set forth below, on the Financed Business Purchase Price of $3,000,000, of which Closing Date: (a) $10,000 RP GP Buyer shall be paid in cash purchase from RMC and RMC shall sell to RP GP Buyer the escrow accounts RMC GP Interests, free and clear of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), all Liens; (b) a balance RP LP Buyer shall purchase from RMC and RMC shall sell to RP LP Buyer, the RMC Other Interests, free and clear of $1,790,000 all Liens; and (c) RP LP Buyer shall purchase from the Trusts and the Trusts shall sell to RP LP Buyer, the Trust LP Interests, free and clear of all Liens. The aggregate purchase price for the Acquired Interests being sold by the Sellers shall be paid $243,000,000, which shall be subject to adjustment after the Closing in cashthe manner set forth in Section 2.4 below (and which is not subject to adjustment for the Wisconsin Debt) (the "Purchase Price"). Such purchase and sale shall be effected on the Closing Date by the Sellers delivering to the Buyers such assignments and other instruments and documents as shall be effective to vest in the Buyers, on the Closing Date, good and marketable title to the Acquired Interests, subject, in each case, to no Liens other than such as may be created by or on behalf of the Buyers other than pursuant to the Wisconsin Debt, being purchased by the Buyers from the Sellers, against delivery by the Buyers to the Sellers of the Purchase Price. Payment of the Purchase Price shall be made by wire transfer of immediately available funds to the bank account of such accounts as the Sellers set forth on Exhibit E (which consists of $295,000 shall designate in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer writing to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business)Buyers. The Parties also hereto agree that (i) $2,600,000 A portion of the Purchase Price equal to $12,500,000 shall be allocated towards deposited with a bank (the purchase "Escrow Agent"), pursuant to the terms of Jjangathe Escrow Agreement among the parties hereto and the Escrow Agent (the "Escrow Agreement") substantially in the form attached hereto as Exhibit B, which will be available until the third anniversary of the Closing Date for the purposes described in Section 7.2(d) (ii) $600,000 the "Escrow Fund"). A portion of the Purchase Price equal to $50,000,000 plus any additional amounts identified in the payoff letter of RPLP delivered to the Buyers on the day prior to Closing with respect to RPLP's indebtedness to Prudential Insurance Company of America shall be allocated towards the purchase wired to Prudential Insurance Company of HJH and (iii) $400,000 America's bank account referenced in such payoff letter in respect of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinindebtedness.

Purchase Price. On (a) As a material inducement to Seller to sell, assign, transfer, convey and deliver the terms Purchased Assets to Buyer, Buyer (i) shall pay the Purchase Price (as defined below) and subject perform its obligations under this Agreement and (ii) shall enter into, and pay the amounts and grant to Seller or the conditions applicable Seller Affiliate the rights set forth in this in, each of the Production Services and Funding Agreement and the Distribution License Agreement, Bxxxx agrees to pay or cause to be paid to Sellers an aggregate of $3,600,000 . The purchase price (the “Purchase Price”) for the Business, which consists purchase and sale of the HJH Purchased Assets as contemplated by Article II shall be an amount equal to: (A) the amount of the TCI Bridge Loan Debt, plus (B) the difference resulting from the amount of the TCI Initial Debt less the CAS Non-Profit Interests Balance (the “TCI Initial Debt Balance” and, together with the amount of the TCI Bridge Loan Debt, the “Initial Purchase Price”), plus (C) the Milestone Payments, to the extent earned pursuant to Section 2.06 and as may be adjusted pursuant to Section 2.06(d). (b) No portion of the Initial Purchase Price of $600,000 shall be payable in cash. Rather, at Closing: (i) the TCI Bridge Note shall be cancelled in full and the Financed Business indebtedness represented thereby deemed extinguished, thereby satisfying the portion of the Initial Purchase Price in the amount of $3,000,000the TCI Bridge Loan Debt; and (ii) that portion of the TCI Initial Debt represented by the TCI Initial Debt Balance shall be cancelled and the TCI Initial Debt represented thereby deemed extinguished, thereby satisfying the portion of which the Initial Purchase Price in the amount of the TCI Initial Debt Balance. (ac) $10,000 Further, at Closing, the remaining portion of the TCI Initial Debt, in the amount of the CAS Non-Profit Interests Balance, shall be cancelled and the remaining TCI Initial Debt represented thereby deemed extinguished, thereby satisfying Buyer’s obligation to deliver the CAS Non-Profit Interest Balance pursuant to the Funding Agreement, as modified by the Mutual Consent Under Funding Agreement. (d) For the avoidance of doubt, at Closing, automatically and without any further action of the parties hereto, (i) Seller shall be deemed to have satisfied the payment of and shall be forever discharged from its obligation to pay the TCI Initial Debt pursuant to the TCI Initial Loan, and (ii) Buyer shall be deemed to have satisfied the payment of and shall be forever discharged from its obligation to pay the CAS Non-Profit Interests Balance pursuant to the Funding Agreement, as modified by the Mutual Consent Under Funding Agreement. (e) After Closing, the Milestone Payments, if any, shall be paid in cash accordance with Section 2.06. (f) Buyer and Seller shall review in good faith the Purchase Price and other terms and implementation details of this Agreement with the objectives of ensuring that such terms and structure (A) avoid excise taxes to TCI on excess benefit transactions under Section 4958 of the Code and the regulations thereunder, (B) avoid providing an impermissible “private benefit” or “private inurement” to TCI by CAS as an organization exempt from federal income tax under Section 501(c)(3) of the Code, and (C) to the escrow accounts extent reasonably possible, comply, with an arm’s-length standard principles under Section 482 of the Sellers as honest money set forth on Exhibit D Code and the regulations thereunder (collectively, the “Escrowed PaymentTax Objectives”). If mutually agreed, (b) a balance of $1,790,000 CAS and TCI or their representatives shall, individually, and if appropriate jointly, engage, or continue their engagements with, qualified independent third-party experts to assist in such review. CAS and TCI shall be paid cooperate in cash, by wire transfer of immediately available funds good faith in providing all necessary information and documentation to facilitate such review and work in good faith to agree to any modifications to the bank account of Transaction Agreements to achieve the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business)Tax Objectives. The Parties also hereto may in their mutual good faith discretion agree that (i) $2,600,000 of to further adjustments, refinements and changes to the Purchase Price shall be allocated towards the purchase and other terms of Jjangathis Agreement based upon third party fair market value appraisals, (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree provided that such adjustment adjustments shall be made to the principal amount of the Carry Loan Noteno later than December 31, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) herein2024.

Purchase Price. On the terms and subject to the conditions set forth in this Agreement, Bxxxx agrees to pay or cause The total Purchase Price (herein so called) to be paid by Purchaser to Sellers an aggregate of $3,600,000 (the “Purchase Price”) Seller for the Business, which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 Property shall be paid in cash an amount equal to the escrow accounts of the Sellers as honest money set forth on Exhibit D One Million Seven Hundred Eighty Thousand and No/100 Dollars (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business1,780,000.00). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards payable by Purchaser at Closing as follows: (a) by the purchase payment by Purchaser of Jjangacash or Current Funds (hereinafter defined) in an amount equal the difference between (i) the Purchase Price and (ii) the unpaid principal balance, plus accrued but unpaid interest, of the Existing Note (defined below) as of the date of the Closing; and (b) by Purchaser assuming all of the obligations of Seller under (i) that certain Promissory Note dated as of September 2, 1997 (the "Existing Note"), in the original principal amount of One Million Fifty Thousand and No/100 Dollars ($1,050,000.00), executed by Seller and payable to the order of Government Personnel Mutual Life Insurance Company (together with its successors and assigns referred to herein as the "Existing Lender"), (ii) $600,000 that certain Deed of Trust executed by Seller for the benefit of the Purchase Price shall be allocated towards Existing Lender and dated as of even date with the purchase Existing Note (the "Existing Deed of HJH Trust"), and (iii) $400,000 all other documents, instruments and agreements securing payment of the Purchase Price shall be allocated towards the purchase of Aku. In the event and Existing Note or related to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business Existing Note or the Acquired Assets, Existing Deed of Trust (the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Existing Note, the Convertible NoteExisting Deed of Trust and any and all notes, deeds of trust, assignments of leases and rents, security agreements, financing statements, agreements, documents or bothinstruments executed in connection therewith or related thereto and either delivered by Seller to Purchaser or identified in the Assumption Agreement (hereinafter defined), as the same may have been or may hereafter be amended, supplemented, renewed, extended or restated, shall collectively be referred to herein as the "Existing Loan Documents," and all indebtedness evidenced by the Existing Loan Documents shall be referred to herein as the "Existing Loan"). Notwithstanding the Purchaser's assumption of Seller's obligations under the Existing Loan Documents, it is understood and agreed that all funds held by the Existing Lender in any escrow, reserve or similar accounts pursuant to the terms of the Existing Loan Documents (the "Existing Escrow Accounts") are held for the benefit of Seller, and at Closing the Purchaser shall not be an adjustment obligated to pay to Seller the cash amount payable total amounts held in all such accounts as of the Closing Date. All amounts held in the Existing Escrow Accounts shall be paid by Purchaser to Seller at the Buyer to the Sellers pursuant to Section 2.2(b) hereinClosing in cash.

Purchase Price. On The purchase price for the terms and subject to the conditions set forth in this Agreement, Bxxxx agrees to pay or cause to Property shall be paid to Sellers an aggregate of One Hundred Forty-Two Million Five Hundred Thousand Dollars ($3,600,000 142,500,000) (the “Purchase Price”), subject to adjustment as provided in Paragraph 8(e) for the Business, which consists of the HJH Purchase Price of $600,000 below and the Financed Business Purchase Price of $3,000,000, of which payable as follows: (a) Within five (5) business days after the execution of this Agreement by Buyer and Seller, Buyer shall deposit in “Escrow” with the “Escrow Holder” (as those terms are hereinafter defined), in an interest-bearing account established by Escrow Holder at First American Title Insurance Company (the “Escrow Account”), in cash or other immediately available funds, the sum of One Million Five Hundred Thousand Dollars ($10,000 1,500,000) (the “Deposit”). The Escrow Holder shall hold the Deposit in the Escrow Account, in accordance with the terms and conditions of this Agreement. All interest on such sum shall be deemed income of Buyer, and Buyer shall be responsible for the payment of all costs and fees imposed on the Escrow Account. Nevertheless, all interest accrued on such sum shall be held and disbursed with, and deemed to be a part of, the “Deposit” for all purposes of this Agreement. At Closing, the Deposit and all interest accrued thereon shall be applied toward the Purchase Price and paid through Escrow to Seller. Provided that this Agreement has not been terminated prior to the expiration of the Due Diligence Period, the Deposit is nonrefundable to the Buyer except as expressly provided in this Agreement. (b) The balance of the Purchase Price, plus or minus any applicable prorations pursuant to this Agreement, shall be deposited by Buyer into the Escrow Account and shall be paid through Escrow to Seller at Closing in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, by wire transfer of or other immediately available funds to not later than 5:00 p.m. Eastern time on the bank account of the Sellers set forth on Exhibit E “Closing Date” (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Businesshereafter defined), . (c) $600,000 shall be paid with The parties agree and acknowledge that there is no tangible personal property included in the issuance Property and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 no portion of the Purchase Price shall be has been allocated towards the purchase of Jjanga, (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereintangible personal property.

Purchase Price. On i) The total price for the terms and subject Initial Purchase shall be Six Million Dollars ($6,000,000) (the “Initial Payment”), which shall be paid by Purchaser at the First Closing in cash to the conditions set forth in this AgreementSellers, Bxxxx agrees with each Seller receiving a proportionate share of the Initial Payment calculated by multiplying the Initial Payment by a fraction, the numerator of which is the number of Shares transferred by such Seller pursuant to pay or cause the Initial Purchase and the denominator of which is the total number of all Shares transferred by the Sellers pursuant to the Initial Purchase. ii) The total price to be paid to Sellers an aggregate by Purchaser for the Second Purchase shall be 62.5% of $3,600,000 the EBITDA of Casual (the “Purchase PriceSecond Payment”) for the Business), which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash at the Second Closing, with each Seller receiving a proportionate share of the Second Payment calculated by multiplying the Second Payment by a fraction, the numerator of which is the number of Shares transferred by such Seller pursuant to the escrow accounts Second Purchase and the denominator of which is the total number of all Shares transferred by the Sellers pursuant to the Second Purchase. For purposes of this paragraph, EBITDA shall be defined to mean the aggregate earnings of Casual (as calculated prior to any reduction for interest, taxes, depreciation and amortization) for the twelve-month period commencing on January 1, 2005 and ending on December 31, 2005, as computed by Casual’s Chief Financial Officer and certified in accordance with generally accepted accounting principles and applicable rules of the Sellers as honest money set forth on Exhibit D Securities and Exchange Commission (“SEC”). iii) The total price to be paid by Purchaser for the Third Purchase shall be 62.5% of the EBITDA of Casual (the “Escrowed Third Payment”), (b) a balance of $1,790,000 which shall be paid in cashcash at the Third Closing, with each Seller receiving a proportionate share of the Third Payment calculated by wire transfer multiplying the Third Payment by a fraction, the numerator of immediately available funds which is the number of Shares transferred by such Seller pursuant to the bank account Third Purchase and the denominator of which is the Sellers set forth on Exhibit E (which consists total number of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery all Shares transferred by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards the purchase of Jjanga, (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(bthe Third Purchase. For purposes of this paragraph, EBITDA shall be defined to mean the aggregate earnings of Casual (as calculated prior to any reduction for interest, taxes, depreciation and amortization) hereinfor the twelve-month period commencing on January 1, 2006 and ending on December 31, 2006, as computed by Casual’s Chief Financial Officer and certified in accordance with generally accepted accounting principles and applicable rules of the SEC. iv) The total price to be paid by Purchaser for the Final Purchase shall be 125% of the EBITDA of Casual (the “Final Payment”), which shall be paid in cash at the Final Closing, with each Seller receiving a proportionate share of the Final Payment calculated by multiplying the Final Payment by a fraction, the numerator of which is the number of Shares transferred by such Seller pursuant to the Final Purchase and the denominator of which is the total number of all Shares transferred by the Sellers pursuant to the Final Purchase. For purposes of this paragraph, EBITDA shall be defined to mean one-third of the aggregate earnings of Casual (as calculated prior to any reduction for interest, taxes, depreciation and amortization) for the thirty-six month period commencing on January 1, 2005 and ending on December 31, 2007, as computed by Casual’s Chief Financial Officer and certified in accordance with generally accepted accounting principles and applicable rules of the SEC.

Purchase Price. On The purchase price for the terms and subject to the conditions set forth in this Agreement, Bxxxx agrees to pay or cause to Property shall be paid to Sellers an aggregate of Two Hundred Ten Million Five Hundred Thousand Dollars ($3,600,000 210,500,000) (the “Purchase Price”) for the Business), which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which payable as follows: (a) No later than one (1) business day following the Effective Date, Buyer shall deposit in “Escrow” (as hereinafter defined) with First American Title Insurance Company, Attention: Xxxxxxx Xxxx (“Escrow Holder”), in an interest-bearing account established by Escrow Holder (the “Escrow Account”), in cash or other immediately available funds, the sum of Six Million Dollars ($10,000 6,000,000) (the “Deposit”). The Escrow Holder shall hold the Deposit or any portion thereof in the Escrow Account, in accordance with the terms and conditions of this Agreement. All interest on such sum shall be deemed income of Buyer, and Buyer shall be responsible for the payment of all costs and fees imposed on the Escrow Account. Nevertheless, all interest accrued on such sum shall be held and disbursed with, and deemed to be a part of, the “Deposit” for all purposes of this Agreement. At Closing, the Deposit and all interest accrued thereon shall be applied toward the Purchase Price and paid through Escrow to Seller. The Deposit is nonrefundable to Buyer except as expressly provided in this Agreement. (b) In any event or circumstance in which Buyer shall be entitled to the return of the Deposit, the amount of One Hundred Dollars ($100.00) (“Independent Consideration”) shall be withheld therefrom and delivered to Seller, which amount the parties bargained for and agreed to as consideration for Seller’s grant to Buyer of Buyer’s exclusive right to purchase the Property and to terminate this Agreement pursuant to the terms hereof, and for Seller’s execution, delivery and performance of this Agreement. The Independent Consideration is in addition to and independent of any other consideration or payment provided in this Agreement, is non-refundable under any circumstances, and shall be retained by Seller notwithstanding any other provisions of this Agreement. (c) The balance of the Purchase Price, plus or minus any applicable prorations pursuant to this Agreement, shall be deposited by Buyer into the Escrow Account and shall be paid through Escrow to Seller at Closing in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, by wire transfer of or other immediately available funds to not later than 2:00 p.m. Eastern time on the bank account of the Sellers set forth on Exhibit E “Closing Date” (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Businesshereafter defined), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and . (d) $1,200,000 Buyer shall be paid with have the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of right to cause the Purchase Price shall to be allocated towards among the purchase buildings and/or parcels comprising the Property in amounts determined by Buyer in Buyer’s reasonable discretion by notice to Seller and Escrow Holder of Jjanga, such allocation no later than ten (ii10) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and business days prior to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinClosing Date.

Purchase Price. On The total consideration for the terms and subject to the conditions set forth in this Agreement, Bxxxx agrees to pay or cause to be paid to Sellers an aggregate of $3,600,000 Units (the “Purchase Price”) for shall be Two Million and 00/100 Dollars ($2,000,000.00). Subject to the Businessterms and conditions of this Agreement, which consists of and subject to the HJH Working Capital Adjustment, the Purchase Price of $600,000 will be paid and the Financed Business Purchase Price of $3,000,000, of which disbursed as follows: (a) Within three (3) days from the Effective Date, Buyer shall deposit One Million and 00/100 Dollars ($10,000 shall be paid in cash to 1,000,000.00) with the escrow accounts of Escrow Agent agreed upon by the Sellers as honest money set forth on Exhibit D Parties (the “Escrowed PaymentDeposit”). The Deposit is to be held in an interest-bearing account, if possible. (b) a If, on the earlier of (i) the Closing Date or (ii) the Proxy Date, there exists an outstanding balance of $1,790,000 principal or interest under the FG Loan Documents, then: (1) The Parties shall be paid in cashinstruct the Escrow Agent to pay and disburse the Deposit (plus any accrued interest) to FG Agency Lending, by wire transfer of immediately available funds LLC; and (2) Buyer shall pay the Purchase Price less the Deposit (plus any accrued interest) (the “Final Payment”) to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business)FG Agency Lending, LLC. (c) $600,000 If, on the earlier of (i) the Closing Date or (ii) the Proxy Date, there is no outstanding balance of principal or interest under the FG Loan Documents, then: (1) The Parties shall be paid with instruct the issuance Escrow Agent to pay and delivery by disburse the Deposit (plus any accrued interest) to Seller; and (2) Buyer shall pay the Final Payment to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and Seller. (d) $1,200,000 All disbursements to FG Agency Lending, LLC shall be paid with treated as payments toward any outstanding principal or interest owing under the issuance FG Loan Documents and shall be treated as satisfaction of Convertible Notes (a Convertible Note having a principal Buyer’s obligation to pay the commensurate amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards the purchase of Jjanga, (ii) $600,000 as if it had been paid directly to Seller. Payment of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and set forth above shall not be an adjustment absolve or release Seller from any obligation to the cash amount payable by the Buyer proceed to the Sellers pursuant to Section 2.2(b) hereinClosing.

Purchase Price. On the terms and subject to the conditions set forth in this Agreement, Bxxxx agrees to pay or cause to be paid to Sellers an aggregate of $3,600,000 (the “Purchase Price”) for the Business, which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 The aggregate consideration (the "Purchase Price") that will be paid by Purchaser to the Seller at the Closing in exchange for the Assets shall be paid equal to One Million Seven Hundred and Fifty Thousand Dollars ($1,750,000.00) (the "Minimum Purchase Price"). The foregoing Minimum Purchase Price is based upon an estimate of the fair market value of the Assets and the business of the APF Division, as reflected in a business appraisal report prepared for the benefit of the Seller by Empire Valuation Consultants, Inc., dated December 24, 2001 (the "Appraisal Report"). The Seller shall pay the cost of such Appraisal Report. Notwithstanding the foregoing, such Minimum Purchase Price will be increased, dollar for dollar, to an amount which shall equal the "Unaffiliated Offer Price" (as hereinafter defined) if, prior to Closing the Seller shall receive a written offer to purchase the APF Division and the Business from a bona fide third party which is not an "Affiliate" (as that term is defined in the rules or regulations to the Securities and Exchange Act of 1934, as amended) of the Seller (the "Unaffiliated Offer"), and which Unaffiliated Offer shall propose to purchase the APF Division and the Business within a period not to exceed sixty (60) days from the Unaffiliated Offer at a stated price (the "Unaffiliated Offer Price") which shall be greater than the Minimum Purchase Price and shall provide for either (x) not less than $1,000,000 in cash to Seller at the escrow accounts closing of such purchase, or (y) the assumption of not less than $1,000,000 of the Sellers as honest money set forth on Exhibit D (Total Landis Debt and the “Escrowed Payment”), release of Seller's liability for such indebtednexx. Xxe Purchase Price shall not be reduced if the Unaffiliated Offer Price shall be less than the Minimum Purchase Price. (b) a balance of $1,790,000 The Purchase Price shall be paid in cash, payable at Closing as follows: (i) the assumption by wire transfer Purchaser of immediately available funds the Assumed Landis Debt representing One Million Dollars ($1,000,000) of the Totax Xxxxis Debt and the delivery to Seller of a full and unconditional gexxxxx release by the holder to the bank account extent of the Sellers set forth on Exhibit E $1,000,000 amount of Assumed Landis Debt, and (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (cii) $600,000 shall be paid with the issuance and delivery by the Buyer Purchaser to the Sellers Seller of Carry Loan Notes (a Carry Loan Note having sexxxxx promissory note of the Purchaser in the principal amount of Seven Hundred and Fifty Thousand Dollars ($100,000 for 750,000.00) in the purchase form of HJH Exhibit C annexed hereto and made a Carry Loan Note having a principal amount of $500,000 for part hereof (the purchase of the Financed Business"Purchase Note"). (c) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards the purchase of Jjanga, (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent that the Purchase Price is mutually adjusted after payable by Purchaser at Closing shall be greater than the date hereof Minimum Purchase Price, such excess shall be payable in cash by Purchaser; provided, that if the parties hereto as a result Minimum Purchase Price shall be increased by reason of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired AssetsUnaffiliated Offer, the parties hereto agree that Purchaser shall only be required to pay the amount of such adjustment increased Purchase Price in cash to the extent set forth in the Unaffiliated Offer as part of the Unaffiliated Offer Price. The balance, if any, of the Purchase Price in excess of the Minimum Purchase Price shall be made to paid by an increase in the principal Purchase Note. To the extent that the Unaffiliated Offer shall include shares of capital stock of a publicly traded unaffiliated offeror, for purposes of this Agreement and any increase in the amount of the Carry Loan Purchase Note, such capital stock shall be deemed to have a value equal to 70% of the Convertible average closing price of such capital stock as traded on any national securities exchange or on the OTC Bulletin Board, for the twenty (20) consecutive trading days immediately preceding the date of Seller's receipt of the Unaffiliated Offer. Shares of capital stock of any unaffiliated offeror which is not publicly traded shall be deemed to have no value for purposes of this Agreement. (d) In the event that an Unaffiliated Offer received by Seller prior to the Closing shall contain an Unaffiliated Offer Price of more than the One Million Seven Hundred and Fifty Thousand ($1,750,000) Minimum Purchase Price, the Purchaser shall have twenty (20) business days from receipt of such Unaffiliated Offer to advise the Seller whether or not Purchaser elects to pay such increased Purchase Price in accordance with the provisions of Section 1.3(c) above. In either case, if Purchaser shall fail or refuse to so notify and advise Seller in writing of Purchaser's decision, the same shall be deemed to be an election not to match or increase such Purchase Price; in which event, this Agreement shall terminate and be deemed null and void, ab initio, and without further force or effect. (e) On the Closing Date, the Guarantors shall unconditionally and irrevocably guaranty the Purchaser's full payment and performance of the Note, or bothwhen, due, and such persons shall not execute and deliver the Guaranty Agreement annexed hereto as Exhibit D and made a part hereof (the "Guaranty"). (f) It shall be an adjustment absolute condition to consummation of the transactions contemplated by this Agreement that on or before the Closing Date, Empire Valuation Consultants, Inc. or another recognized banking or appraisal firm acceptable to Seller, shall deliver to the cash amount payable by Board of Directors of the Buyer Seller a written opinion (the "Fairness Opinion"), to the Sellers pursuant effect that the terms and conditions of this Agreement, including the Purchase Price, are fair and reasonable to Section 2.2(b) hereinthe Seller from a financial point of view. The Seller shall pay the cost of such Fairness Opinion.

Purchase Price. On the terms and subject to the conditions set forth in this Agreement, Bxxxx agrees to pay or cause to be paid to Sellers an aggregate of $3,600,000 (a) The purchase price (the “"Purchase Price”") for the Business, which consists of the HJH Purchase Price of LINC Stock is Twenty-Two Million Dollars ($600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”22,000,000), subject to increase or decrease, as the case may be, by the "Equity Adjustment," as provided in Section 1.2(b) below. (b) a balance of $1,790,000 For the purposes hereof, the "Equity Adjustment" shall be paid determined as follows: (i) If stockholders' equity of LINC shown on the Closing Date Balance Sheet (as determined in cashaccordance with Section 1.2(c) below) is greater than One Million Two Hundred Fifty Thousand Dollars ($1,250,000) (the "Equity Target"), by wire transfer of immediately available funds the Equity Adjustment shall be an increase in the Purchase Price equal to the bank account amount by which stockholders' equity of LINC exceeds the Sellers set forth Equity Target. (ii) If stockholders' equity of LINC shown on Exhibit E the Closing Date Balance Sheet (as determined in accordance with Section 1.2(c) below) is less than the Equity Target, the Equity Adjustment shall be a decrease in the Purchase Price equal to the amount by which consists stockholders' equity of $295,000 in cash payable for HJH and $1,495,000 in cash payable for LINC is less than the Financed Business), Equity Target. (c) $600,000 For the purposes hereof, stockholders' equity of LINC as of the Closing Date shall be paid with based upon the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 balance sheet prepared for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase LINC as of the Financed BusinessClosing Date (the "Closing Date Balance Sheet"), provided that legal and accounting fees and other expenses of up to Seventy Thousand Dollars ($70,000) and (d) $1,200,000 shall be paid incurred in connection with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards the purchase of Jjanga, (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and this Agreement shall not be an adjustment included in the foregoing calculation. The Closing Date Balance Sheet shall be prepared by LINC within ninety (90) days after the Closing using the same methods used in the preparation of the Interim Balance Sheet, attached hereto as Schedule 1.2, including any updated reserve for deferred taxes established to reflect timing differences between book and tax income. The Closing Date Balance Sheet shall be subject to review by CONDOR to assure that the methods used in preparing the Closing Date Balance Sheet were consistent with those used in the preparation of the Interim Balance Sheet and that the changes reflected between the two balance sheets are attributed solely to the cash amount payable by business activities of LINC for the Buyer period of time between June 1, 1998 and the Closing Date. If there are any questions or conflicts respecting the Closing Date Balance Sheet which cannot be resolved directly between CONDOR and LINC management, the parties' dispute shall be submitted to the Sellers pursuant to Section 2.2(b) hereinAmerican Arbitration Association offices in Hartford, Connecticut for resolution, and the determination of arbitration shall be final and binding upon the parties.

Purchase Price. On the terms and subject to the conditions set forth in this Agreement, Bxxxx agrees to pay or cause The aggregate consideration to be paid by Buyer to Sellers an aggregate Seller for the Closing Shares shall be the payment of a cash amount equal to (A) Twenty Eight Million Dollars ($3,600,000 28,000,000), less (B) the Deficiency, if any, plus (C) the Surplus, if any (the “"Purchase Price”"). The Purchase Price shall be payable as follows: (i) for Buyer is paying a refundable $1,000,000 cash deposit (the Business, which consists "Deposit") by wire transfer of immediately available funds to an escrow account (the "Escrow Account ") held by U.S. Bank National Association as escrow agent under an Escrow Agreement in substantially the form attached hereto as Exhibit A (the "Escrow Agreement ") within three (3) days of the HJH Purchase Price execution of $600,000 this Agreement; and (ii) on the Financed Business Purchase Price of $3,000,000Closing Date, of which (ax) $10,000 the Deposit (with interest accrued thereon, if any) shall be paid in cash over to Seller from the escrow accounts of Escrow Account and (y) Buyer shall pay the Sellers as honest money set forth on Exhibit D Purchase Price, less the Deposit (the “Escrowed Payment”plus interest accrued thereon, if any), (b) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds to the bank such account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 or accounts as Seller shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business)direct. The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards subject to adjustment by (A) the purchase of Jjangaprorations set forth (1) the Bankruptcy Court enters the Procedures Order (as defined in Section 9 below), (ii2) $600,000 of all conditions set forth in Section 4 hereof have been satisfied (or on the Purchase Price Closing Date will be satisfied) or waived by Buyer, and (3) Buyer breaches its obligation to purchase the Closing Shares, then the Deposit (excluding interest accrued thereon, if any, which interest shall in any event be returned to Buyer) shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and forfeited to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto Seller, but without prejudice to any legal remedy for money damages Seller may have, if any, against Buyer as a result of an such breach, provided, however, that Seller's legal remedies hereunder shall be limited exclusively to money damages, and, provided, further, that in no event shall Seller have the right to specific performance or condition which has resulted any other equitable remedy against Buyer in or that is reasonably likely to result in a Material Adverse Effect on the Business connection with this Agreement or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereintransactions contemplated hereby.

Purchase Price. On the terms and subject to the conditions set forth in this Agreement, Bxxxx agrees to pay or cause to be paid to Sellers an aggregate of $3,600,000 (the “Purchase Price”) The purchase price for the Business, which consists Acquired Assets shall consist of the HJH Purchase Price of $600,000 and following parts disbursed as described below or by mutually agreed equivalent means: (i) At the Financed Business Purchase Price of $3,000,000Closing, of which (a) $10,000 Buyer shall be paid in cash deliver to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, Seller by wire transfer of in immediately available funds to an account designated in writing by Seller to Buyer prior to the Closing, the amount of FIVE HUNDRED THOUSAND AXX 00/00 XXXXXX XXXXXX XXXXXXX (XX $000,000.00), less the Security Deposit and any accrued interest thereon; (ii) One (1) day prior to the Closing, Buyer and Seller shall deliver to the Escrow Agent a Mutual Consent Notice (as defined in the Escrow Agreement), instructing the Escrow Agent to wire on the Closing Date the amount of the Security Deposit, plus any interest accrued thereon, to the account of Seller as designated in the Mutual Consent Notice. (iii) At Closing (as defined below), Seller shall wire transfer from the operating bank account to an account of its designation an amount equal to one third of the Sellers set forth difference between cash on Exhibit E hand and the unpaid trade payables accrued in the normal course of business during the Post Petition Period (which consists such trade payables to include the payment of $295,000 post-petition compensation owed to employees). One (1) day prior to the Closing, Seller shall deliver to Buyer; (a) a statement of cash (and cash equivalents) on hand in cash payable for HJH and $1,495,000 all accounts; (b) an itemized good faith estimate of all unpaid trade payables accrued in cash payable for the Financed Business), normal course of business during the Post Petition Period; (c) $600,000 a determination of the amount to be transferred hereunder. (iv) For a period of one (1) year from the Closing Date the Seller shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase one third of the Financed Business) net cash amount collected by Buyer from trade receivables recorded by Seller prior to Closing, provided that such receivables are due for product shipped and (d) $1,200,000 services performed prior to Closing. Additionally, if not shipped and invoiced prior to Closing, the Seller shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase one third of the Financed Business)net cash amount collected by Buyer on the shipment of product shown in the Gemini/Navy sales orders: SO13752, SO13885 and SO14020A, provided that shipment and invoicing to the customer is completed on or before March 31st 2002. The Parties also hereto agree that Seller agrees to use best efforts to ship and invoice the Gemini/Navy sales orders at the earliest date practicable if not completed prior to Closing. Such sums shall be wire transferred within five (i5) $2,600,000 working days of known, confirmed receipt by Buyer to an account designated in writing by Seller. (v) For a period of five (5) years from the Closing Date the Seller shall be paid one third of the Purchase Price shall be allocated towards net cash amount collected by Buyer on the purchase of JjangaDEC/Cabletron Lawsuit which Openroute Networks Incorporated, (iinow merged into Nx Networks, Inc.) $600,000 filed in April 1998 against Digital Equipment Corporation for breach of a Source Code Licensing Agreement, net of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be contingency payment made to the principal amount attorneys previously approved by the Bankruptcy Court. Such sums shall be wire transferred within five (5) working days of confirmed receipt by Buyer to an account designated in writing by Seller. Nothing in this Agreement is intended to affect the payment rights of the Carry Loan NoteDebtor's counsel Brown, Rudnick, Freed & Gemser, P.C. in the Convertible Note, or both, and shall not be an adjustment to the cash amount payable DEC/Cabletron Lawsuit previously approved by the Buyer to the Sellers pursuant to Section 2.2(b) hereinBankruptcy Court.

Purchase Price. On In consideration of the terms sale, transfer, conveyance, assignment and delivery of the Stock by Sellers to Purchaser, Sellers entering into the Non-Competition Undertaking (as defined in Section 4(a)(vi) hereof) and in reliance upon the representations and warranties made herein by Sellers and the Company, Purchaser agrees, in full payment therefor, to deliver to Sellers the following purchase price (the "Purchase Price") payable to Sellers by delivery at the Closing or at such other time as provided herein, subject to adjustments as provided in Section 2(b) hereof and the conditions set forth Escrow Amount (as defined in this Agreement, Bxxxx agrees to pay or cause to be paid to Sellers an aggregate Section 2(c) hereof): (i) the sum of $3,600,000 16,560,000 (less the “Purchase Price”Escrow Amount (as hereinafter defined) for the Business, which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid deposited in cash to the escrow accounts of Escrow Account (as hereinafter defined)) in the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cashaggregate, by wire transfer or, at the election of immediately available funds Sellers, certified or official bank checks drawn on a bank which is a member of the New York Clearing House Association payable to the bank account order of Sellers in the respective amounts set forth as the "Cash Portion of Purchase Price" on Schedule A annexed hereto; and (ii) upon Purchaser's receipt of checks from each of the Sellers made payable to Purchaser in the respective amounts equal to the par value per share multiplied by the number of shares to be issued to each such Seller, in consideration for the issuance of a certificate or certificates representing the Shares (as hereinafter defined) such number of shares (the "Shares") of common stock, par value $.01 per share, of Purchaser (the "Common Stock") which, when multiplied by the average of the closing price of the Common Stock as reported in The Wall Street Journal for the thirty (30) business days immediately preceding the second (2nd) business day prior to the Closing, shall equal the respective amounts listed as "Stock Portion of Purchase Price" set forth on Exhibit E Schedule A annexed hereto and the aggregate of which shall equal $1,440,000. It is expressly understood and agreed that the Shares have not been registered under Section 5 of the Securities Act of 1933, as amended (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business"Securities Act"), (cand except as provided in Section 2(d) $600,000 hereof, Purchaser shall be paid with have no obligation to register the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards the purchase of Jjanga, (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or bothShares, and the Shares shall not be an adjustment to bear a restrictive legend substantially in the cash amount payable by the Buyer to the Sellers pursuant to form set forth in Section 2.2(b19(o) hereinhereof.

Purchase Price. On In consideration for the terms sale and assignment by Sellers to Buyer of the Business and the Assets for a purchase price equal to the sum of and paid as follows: (i) the value of the Assumed Liabilities (as defined below) that the Sellers shall assign to Buyer and Buyer shall assume from Sellers, (ii) Buyer shall pay to PowerComm, for itself and on behalf of the other Sellers, the aggregate purchase price (the “Initial Purchase Price Payment”) of TWENTY-TWO MILLION EIGHT HUNDRED THOUSAND CANADIAN DOLLARS (CDN$22,800,000.00), less the Escrow Funds (as defined below) and subject to the conditions adjustments set forth in this AgreementSection 1.2, Bxxxx agrees (iii) Buyer shall pay to pay or cause to be paid to Sellers PowerComm, for itself and on behalf of the other Sellers, an aggregate of $3,600,000 additional deferred purchase price payment (the “Deferred Purchase PricePrice Payment”) for the Businessof EIGHT MILLION CANADIAN DOLLARS (CDN$8,000,000.00), which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash subject to the escrow accounts of the Sellers as honest money adjustments set forth on Exhibit D in Section 1.3 and (iv) Buyer shall deposit THREE MILLION CANADIAN DOLLARS (CDN$3,000,000.00) (“Escrow Funds”) in escrow with Olympia Trust Company, as escrow agent (the “Escrowed Escrow Agent”), pursuant to the terms and conditions of an escrow agreement substantially in the form attached hereto as Exhibit A (the “Escrow Agreement”). The Initial Purchase Price Payment and Escrow Funds shall be payable on the Closing Date as follows: (i) Nineteen Million Eight Hundred Thousand Canadian Dollars (CDN$19,800,000.00) shall be payable to PowerComm, for itself and on behalf of the other Sellers, in cash (the “Initial Purchase Price Payment”), (b) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards the purchase of Jjanga, ; and (ii) $600,000 of the Purchase Price Three Million Canadian Dollars (CDN$3,000,000.00) shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and payable to the extent Escrow Agent to fund the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinEscrow Agreement.

Purchase Price. On the terms and subject to the conditions set forth in this Agreement, Bxxxx agrees to pay or cause The total Purchase Price (herein so called) to be paid by Purchaser to Sellers an aggregate of $3,600,000 (the “Purchase Price”) Seller for the Business, which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 Property shall be paid in cash an amount equal to the escrow accounts of the Sellers as honest money set forth on Exhibit D Three Million Two Hundred Ten Thousand and No/100 Dollars (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business3,210,000.00). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards payable by Purchaser at Closing as follows: (a) by the purchase payment by Purchaser of Jjangacash or Current Funds (hereinafter defined) in an amount equal the difference between (i) the Purchase Price and (ii) the unpaid principal balance, plus accrued but unpaid interest, of the Existing Note (defined below) as of the date of the Closing; and (b) by Purchaser assuming all of the obligations of Seller under (i) that certain Promissory Note dated as of October 1, 1996 (the "Existing Note"), in the original principal amount of One Million Five Hundred Fifty Thousand and No/100 Dollars ($1,550,000.00), executed by Seller and payable to the order of Government Personnel Mutual Life Insurance Company (together with its successors and assigns referred to herein as the "Existing Lender"), (ii) $600,000 that certain Deed of Trust executed by Seller for the benefit of the Purchase Price shall be allocated towards Existing Lender and dated as of even date with the purchase Existing Note (the "Existing Deed of HJH Trust"), and (iii) $400,000 all other documents, instruments and agreements securing payment of the Purchase Price shall be allocated towards the purchase of Aku. In the event and Existing Note or related to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business Existing Note or the Acquired Assets, Existing Deed of Trust (the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Existing Note, the Convertible NoteExisting Deed of Trust and any and all notes, deeds of trust, assignments of leases and rents, security agreements, financing statements, agreements, documents or bothinstruments executed in connection therewith or related thereto and either delivered by Seller to Purchaser or identified in the Assumption Agreement (hereinafter defined), as the same may have been or may hereafter be amended, supplemented, renewed, extended or restated, shall collectively be referred to herein as the "Existing Loan Documents," and all indebtedness evidenced by the Existing Loan Documents shall be referred to herein as the "Existing Loan"). Notwithstanding the Purchaser's assumption of Seller's obligations under the Existing Loan Documents, it is understood and agreed that all funds held by the Existing Lender in any escrow, reserve or similar accounts pursuant to the terms of the Existing Loan Documents (the "Existing Escrow Accounts") are held for the benefit of Seller, and at Closing the Purchaser shall not be an adjustment obligated to pay to Seller the cash amount payable total amounts held in all such accounts as of the Closing Date. All amounts held in the Existing Escrow Accounts shall be paid by Purchaser to Seller at the Buyer to the Sellers pursuant to Section 2.2(b) hereinClosing in cash.

Purchase Price. On the terms and subject to the conditions set forth in this Agreement, Bxxxx agrees to pay or cause The purchase price to be paid to Sellers an aggregate of $3,600,000 (the “Purchase Price”) for the Business, which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes for the Company Shares shall be Fifty-Three Million Four Hundred Three Thousand Five Hundred Seventy-One Dollars (a Carry Loan Note having $53,403,571) (the principal amount “Signing Purchase Price”) (the Signing Purchase Price is “Base Purchase Price” of $100,000 for 52,300,000 which has been increased by One Million One Hundred Three Thousand Five Hundred Seventy-One Dollars ($1,103,571) which is the purchase of HJH and a Carry Loan Note having a principal positive amount of by which the Estimated Net Working Capital exceeds Fourteen Million Two Hundred Thirty-One Thousand Four Hundred Twenty-Nine Dollars ($500,000 for 14,231,429) (the purchase of the Financed Business“Target Net Working Capital”) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business)pursuant to Section 1.3 below. The Parties also hereto agree that (i) $2,600,000 of the Signing Purchase Price shall be allocated towards subject to further adjustment as set forth in Section 1.4 below (as adjusted, the purchase “Purchase Price”). At the Signing Date, the Signing Purchase Price shall be payable by Buyer to Meridian Title Corporation as escrow agent for the Purchase Price and the closing documents (the “Signing Escrow Agent”) to be held pursuant to the escrow agreement in the form attached as Exhibit 1.2 (the “Signing Escrow Agreement”). At Closing, the Signing Escrow Agent shall (i) STOCK PURCHASE AGREEMENT ELDS01 272111v16 disburse Three Million Dollars ($3,000,000) of Jjangathe Signing Purchase Price (the “Escrow Amount”) to Xxxxx Fargo Bank, National Association (the “Escrow Agent”) to be held pursuant to the provisions of Section 1.5, (ii) $600,000 of disburse the Purchase Price shall be allocated towards amounts set forth on the purchase of HJH Funds Flow Statement provided for in the Signing Escrow Agreement signed by the Buyer and the Sellers’ Representative and determined in the Signing Escrow Agreement, to the persons or entities as designated on that Funds Flow Statement, and (iii) $400,000 disburse the balance of the Signing Purchase Price shall be allocated towards to or for the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount accounts of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable Sellers in accordance with wire transfer instructions provided by the Buyer to the Sellers pursuant to Section 2.2(b) hereinSellers’ Representative.

Purchase Price. On (a) Subject to the terms and subject to conditions of this Agreement and as full consideration for the conditions Membership Interests (and the representations, warranties, covenants and agreements set forth in this AgreementAgreement and the Related Agreements), Bxxxx agrees to at Closing the Buyer shall pay or cause to be paid to Sellers an aggregate amount equal to $55,000,000, plus (i) the amount of $3,600,000 Closing Date Cash, less (ii) any unpaid Transaction Expenses, less (iii) any Pre-Closing Taxes and less (iv) any accounts payable that are due or past due as of the Closing Date (items (i)-(iv) collectively, the “Purchase Price Adjustments”). The aggregate amount payable by the Buyer pursuant to the preceding sentence is referred to as the “Purchase Price”. (b) for the Business, which consists of the HJH The Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash the following order of priority to the escrow accounts extent funds are available: (A) an amount equal to the Company Debt (excluding the Extension Holdings Indebtedness) shall be paid to the Persons entitled thereto; (B) the Extension Holdings Indebtedness as of the Closing Date (as hereinafter defined) shall be paid to Extension Holdings, LLC, a Nevada limited liability company (“Extension Holdings”); (C) the Extension Holdings Initial Contribution Amount shall be paid to Extension Holdings; (D) an amount equal to the First Preferential Distribution as of the Closing Date shall be paid to Extension Holdings; (E) an amount equal to the Second Preferential Distribution, if any, shall be paid to the Sellers as honest money set forth on Exhibit D other than Extension Holdings (the “Escrowed PaymentOther Sellers”) pro rata based on each Other Seller’s relative Pro Rata Ownership (excluding Extension Holdings), as set forth in the Spreadsheet; and (bF) a the balance of $1,790,000 the Purchase Price, if any, shall be paid to and allocated among the Sellers in cashaccordance with each Seller’s Pro Rata Ownership as set forth in the Spreadsheet, provided that in no event shall the aggregate payments by the Buyer under this Section 1.2 exceed the Purchase Price (provided, however, that this limitation shall not apply with respect to earnings on the Escrow Amount). All payments due under this Section 1.2 at the Closing shall be made by the Buyer in cash by wire transfer of immediately available funds to the bank account of accounts specified in the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards the purchase of Jjanga, (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinSpreadsheet.

Purchase Price. On (a) AtriCure, in consideration for the terms sale of the PURCHASED ASSETS and subject the License granted to the conditions set forth in this AgreementAtriCure hereunder, Bxxxx agrees shall pay to pay or cause to be paid to Sellers an aggregate of Xxxxxx $3,600,000 3,661,536 (the “Purchase Price”) for ). AtriCure shall pay to Xxxxxx $3,244,244 of that amount in immediately available funds on the Business, which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D date hereof (the “Escrowed PaymentINITIAL PAYMENT”) and, on the third Business Day following the Manufacturing Termination Date, AtriCure shall pay to Xxxxxx in immediately available funds the balance of US $417,292 (the “DEFERRED PAYMENT), ”. The DEFERRED PAYMENT shall be evidenced by an interest bearing Promissory Note in the form attached hereto as Exhibit 1. (b) a balance of $1,790,000 The PURCHASE PRICE shall be paid in cash, by wire transfer of immediately available funds allocated to the bank account PURCHASED ASSETS in accordance with a reasonable allocation prepared by Xxxxxx and delivered to AtriCure within ninety (90) days of the Sellers set forth Closing Date (the “STATEMENT OF ALLOCATION”). AtriCure shall not take a position on Exhibit E any tax return or with any tax authority that is inconsistent with the STATEMENT OF ALLOCATION. Within ten (which consists 10) days of $295,000 in cash payable for HJH the receipt by AtriCure of the STATEMENT OF ALLOCATION, AtriCure shall, subject to the foregoing: (i) complete and $1,495,000 in cash payable execute Forms 8594 Asset Acquisition Statement Under Section 1060 of the Internal Revenue Code of 1986, as amended, consistent with the STATEMENT OF ALLOCATION; and (ii) deliver copies of such forms to Xxxxxx. Xxxxxx and AtriCure shall each file a copy of the above-referenced forms with its respective tax returns for the Financed Business), period which includes the Closing date. (c) $600,000 For purposes of this Agreement, the termination of the Manufacturing Term (the date of such termination being the “Manufacturing Termination Date”) shall be paid with the issuance and delivery by the Buyer deemed to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase have occurred on that date on which all of the Financed Business) and (d) $1,200,000 following shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that have occurred: (i) $2,600,000 completion, in all material respects, of the Purchase Price shall be allocated towards the purchase of Jjanga, MANUFACTURING SERVICES; and (ii) $600,000 delivery to Atricure of all material tangible personal property included in the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinPURCHASED ASSETS.

Purchase Price. On The purchase price for the terms Properties is FIFTY-THREE MILLION, FOUR HUNDRED THOUSAND DOLLARS and subject to the conditions set forth in this Agreement, Bxxxx agrees to pay or cause to be paid to Sellers an aggregate of NO/100 ($3,600,000 53,400,000.00) (the “Purchase Price”) for ). The Purchase Price, as adjusted pursuant to this Article II and the Businessother applicable provisions hereof, which consists of is herein called the HJH "Adjusted Purchase Price". The Adjusted Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid by Buyer to Seller under the following terms: (i) Sixty Percent (60%) of the Adjusted Purchase Price to be paid to Seller in cash to the escrow accounts at Closing; (ii) The balance of the Sellers as honest money set forth on Exhibit D Adjusted Purchase Price shall be paid to Seller by Vanguard Natural Resources, LLC (the “Escrowed PaymentVNR”), (b) a balance the parent of $1,790,000 shall be paid in cashBuyer, by wire transfer of immediately available funds to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes Common units representing LLC interests in VNR (a Convertible Note having a principal amount of $200,000 for “VNR Units”), such VNR Units to be issued on the purchase of HJH and a Convertible Note of $1,000,000 for the purchase Closing Date; (iii) The VNR Units shall be issued based on Unit Closing Price; (iv) The number of the Financed Business). The Parties also hereto agree VNR Units shall be determined by dividing that portion of the Adjusted Purchase Price payable in VNR Units by the Unit Closing Price; provided if the number so determined contains a fraction, such number shall be rounded upward to the nearest whole number; and (iv) $2,600,000 of Any adjustments to the Purchase Price shall be allocated towards made on a proportionate basis between the purchase of Jjanga, (ii) $600,000 cash portion of the Purchase Price shall to be allocated towards paid on the purchase of HJH Closing Date and (iii) $400,000 the portion of the Purchase Price shall to be allocated towards paid in VNR Units on the purchase of AkuClosing Date. In the event and The VNR Units will be issued subject to the extent terms and provisions of a Unit Restriction Agreement substantially in the Purchase Price is mutually adjusted after form of the date hereof by the parties instrument attached hereto as a result of an event or condition which has resulted in or that is reasonably likely Exhibit 2.1, to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, executed by Seller and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinVNR at Closing.

Purchase Price. On The purchase price for the Property (the "Purchase Price") shall be ONE HUNDRED NINETY-ONE MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($191,500,000), allocated to the respective Malls as provided in Section 2.4 and adjusted as set forth herein and reflected on the closing statements to be delivered at Closing, payable as follows: (a) Simultaneously with the execution and delivery of this Agreement, Purchaser shall deposit with Escrowee the sum of ONE MILLION AND 00/100 DOLLARS ($1,000,000) (the "Initial Deposit"; together with the Additional Deposit, the "Deposit") by wire transfer of immediately available funds in accordance with Escrowee's wiring instructions as set forth on Schedule 2.2(a) annexed hereto (the "Escrowee Wiring Instructions"), which constitutes an initial downpayment on account of the Purchase Price. The Deposit shall be held and disbursed by Escrowee in accordance with the terms and subject to the conditions set forth in this Agreement, Bxxxx agrees to pay or cause to be paid to Sellers an aggregate of $3,600,000 (the “Purchase Price”) for the Business, which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), Escrow Agreement; (b) a balance On or before the Due Diligence Termination Deadline, Purchaser shall deposit with Escrowee the additional sum of NINE MILLION AND 00/100 DOLLARS ($1,790,000 shall be paid in cash9,000,000) as an additional downpayment on account of the Purchase Price (the "Additional Deposit"), by wire transfer of immediately available funds to Escrowee in accordance with the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), Escrowee Wiring Instructions; (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the The outstanding principal amount of $100,000 for the purchase GMAC Mortgage on the date of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase Closing (after payment of the Financed BusinessGMAC Park Plaza Release Price in accordance with this Agreement) as certified by GMAC in the GMAC Estoppel Certificate, by Purchaser assuming the GMAC Mortgage and (d) $1,200,000 shall be paid the GMAC Loan Documents at the Closing as provided in this Agreement; provided that if Purchaser receives the GMAC Consent and the GMAC Estoppel Certificate and nonetheless elects at Closing, in its sole discretion, to proceed with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for Closing and not to assume the purchase of HJH GMAC Mortgage and a Convertible Note of $1,000,000 for the purchase GMAC Loan Documents, Purchaser shall, in addition to payment of the Financed Business). The Parties also hereto agree that (i) $2,600,000 Purchase Price, pay in full the GMAC Prepayment Penalty at Closing, in which event the foregoing portion of the Purchase Price shall be allocated towards payable in cash and shall be added to the purchase cash payment required to be paid under subparagraph "(d)" below; and (d) At the Closing, Purchaser shall deposit with Escrowee, by wire transfer of Jjangaimmediately available funds in accordance with the Escrowee Wiring Instructions, (ii) $600,000 the balance of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and Price, subject to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto prorations as a result of an event or condition which has resulted provided in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinArticle 7 hereof.

Purchase Price. On the terms The total consideration and subject to the conditions set forth in this Agreement, Bxxxx agrees to pay or cause to be paid to Sellers an aggregate of $3,600,000 purchase price (the “Purchase Price”) ), which Buyer agrees to pay to Seller and which Seller agrees to accept for the BusinessProperty, which consists is TEN MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($10,500,000.00), payable as follows: Certified check or federally wired funds within two (2) business days of signing of this Agreement (the “First Deposit”) $ 150,000.00 Certified check or federally wired funds on the fifth (5th) day following the expiration of the HJH Purchase Price of $600,000 Due Diligence Period (as hereinafter defined) (the “Second Deposit”) $ 250,000.00 Cash, certified check or federally wired funds at Settlement (as hereinafter defined) $ 10,100,000.00 TOTAL $ 10,500,000.00 The First Deposit and the Financed Business Purchase Price of $3,000,000Second Deposit (collectively, of which (athe “Deposits”) $10,000 shall be paid to LandAmerica Commercial Services (hereinafter, the “Agent”) and shall be placed in cash an interest bearing escrow account by the Agent according to Buyer’s direction and the terms of that Escrow Agreement attached hereto as Exhibit “C”. The Deposits shall be applied to the escrow accounts Purchase Price at Settlement. All interest accrued on the Deposits will be paid to Buyer at Settlement or upon the earlier termination of the Sellers this Agreement, unless such termination shall be as honest money set forth on Exhibit D (the “Escrowed Payment”)a result of Buyer’s default as finally determined by a court of competent jurisdiction after all appeals, (b) a balance of $1,790,000 in which event all accrued interest shall be paid in cash, by wire transfer of immediately available funds to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards the purchase of Jjanga, (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of AkuSeller. In the event and the Agent incurs wiring fees, such fees shall be charged to Buyer. Subject to Section 3(b) below, the extent Deposits shall become non-refundable at the Purchase Price is mutually adjusted after expiration of the Due Diligence Period (hereinafter defined) if this Agreement has not been terminated prior to that date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) herein.Buyer. Buyer’s Federal Tax I.D. Number # 00-0000000 Seller’s Federal Tax I.D. Number # 00-0000000

Purchase Price. On The aggregate consideration to be paid by Purchaser to Seller for the terms Property shall be Three Million Seven Hundred Fifty Thousand and 00/100 Dollars ($3,750,000.00), subject to the conditions adjustments set forth in this Agreement, Bxxxx agrees to pay or cause to be paid to Sellers an aggregate of $3,600,000 subsections (the “Purchase Price”) for the Business, which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”i), (bii) a balance of $1,790,000 and (iii) below and the adjustments required by Section 13, and said sum (as so adjusted) shall be paid in cash, defined for all purposes hereof as the "Purchase Price". The Purchase Price shall be payable to Seller on the date of Closing (as hereafter defined) by wire transfer of immediately available funds to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that funds. (i) The Purchase Price shall be reduced by an amount equal to the documented expenditures of Tenant for Tenant's Improvements to the Premises (as such term is defined in the Lease) in accordance with Section 7.3 of the Lease, up to $2,600,000 15 per square foot of rentable area in the Premises (computed in accordance with the Lease), but in no event shall said adjustment exceed the sum of Two Hundred Forty Thousand and no/100 Dollars ($240,000.00). (ii) The Purchase Price shall be reduced further by an amount equal to the actual amount of rents collected by Seller from Tenant prior to the date of Closing after subtracting therefrom Tenant's pro rata share (as calculated on a square foot basis) of all of the operating expenses of the Property allocable to the period after the date hereof and prior to Closing (the "Option Period"), provided that in no event shall said reduction exceed the sum of Forty-Eight Thousand and no/100 Dollars ($48,000.00). For all purposes hereof, the "operating expenses of the Property" shall be equal to all of the costs and expenses of any kind or nature relating to the Property, and allocable to the Option Period, in managing, operating, equipping, policing, protecting, lighting, repairing, replacing and maintaining the Property, and any personal property therein or thereon, including, but not limited to, any and all real estate taxes, insurance premiums (whether elective or required), maintenance and repairs to the common area utilities, water and sewer, management fees, landscaping, irrigations systems, cleaning, snow removal, lighting, pest control, security costs, supplies, trash removal, parking lot sweeping, personal property taxes, maintenance of and replacement of equipment, exterior painting, roof repairs, parking lot repairs, seal coating, striping, plumbing repairs, and compensation and benefits of employees of Seller or its agents involved in such work. Excluded from such operating expenses are net income or franchise taxes, financing costs (including interest, principal, late payment or other fees), ground rent, if any, capital expenditures (including rentals in lieu of capital expenditures), leasing commissions and other costs of leasing space, depreciation, advertising expenses, compensation of officers and directors of Seller not directly relating to the operation, management or repair of the Property, renovation of space for new tenants (including painting and decorating), payments to affiliates of Seller in excess of arms-length fees, base management fees in excess of three percent (3%) of the gross rents, and renovation costs as a result of casualty from causes against which Seller carries insurance. (iii) The Purchase Price shall be increased by an amount which is determined by computing Purchaser's pro rata share of all costs paid by Seller subsequent to the date hereof, in connection with the entering into of each lease for a portion of the Property (or the renewal or extension of any existing lease for a portion of the Property), as approved by Purchaser, which approval shall not be unreasonably withheld or delayed. The allowable "costs for each lease" shall include but not be limited to broker commissions and any tenant improvement or procurement costs incurred in renovating or improving leasehold space for a tenant, and in the case of the new lease for TenSalon, a two percent (2%) construction management fee. Purchaser's pro rata share of such costs for each lease, or the renewal or extension of any existing lease, for a portion of the Property shall be computed by multiplying said costs of a lease by a fraction, the numerator of which is the aggregate Base Rent due under the Leases to Purchaser (as the new owner of the Property) after the date of Closing, and the denominator of which is the aggregate Base Rent due during the entire initial term of said tenant's lease. FOR EXAMPLE ONLY: If (i) a new tenant's lease provides for $1,000,000.00 of Base Rent in the aggregate, during the initial term, (ii) $800,000.00 of such Base Rent is due after the date of Closing, and (iii) the total costs incurred by Seller in connection with said lease is $50,000.00, then the Purchase Price shall be allocated towards the purchase of Jjanga, increased by $40,000.00 [$50,000.00 x (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) herein800,000.00/$1,000,000.00)].

Purchase Price. On (A) The purchase price of the terms Property is Twenty-Eight Million Dollars ($28,000,000) (the "Purchase Price"). (B) The Purchase Price shall be paid as follows: (1) Upon the execution of this Agreement Buyer shall pay directly to Seller cash or other immediately available funds in the amount of One Hundred Thousand Dollars ($100,000) and subject to if in the conditions set forth in event Buyer has not terminated this Agreement, Bxxxx agrees then no later than the tenth (10th) day after the Effective Date, Buyer shall pay directly to pay Seller, cash or cause to be paid to Sellers other immediately available funds, an aggregate additional amount of One Hundred Thousand Dollars ($3,600,000 100,000) (the “initial $100,000 payment together, with the $100,000 due upon the Execution Date are collectively referred to herein as the "Nonrefundable Payment"). The Nonrefundable Payment shall be fully and completely earned by Seller as consideration for entering into this Agreement with Buyer and for not marketing the Property further prior to entering into an agreement with a potential purchaser of the Property, and the Nonrefundable Payment shall only be refundable as specifically provided in Section 1.2(b)(3) below and shall otherwise not be refundable under any circumstances. No interest shall accrue or be payable on the Nonrefundable Payment. If the Closing occurs, then the Nonrefundable Payment (as defined below) shall be credited against the Purchase Price”. (2) for If at the Business, which consists end of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash Contingency Period Buyer elects to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid proceed with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed BusinessProperty Buyer shall deposit in escrow with Chicago Title Insurance Company (the "Title Company") and (d) $1,200,000 shall be paid with an all-cash payment in the issuance of Convertible Notes (a Convertible Note having a principal amount of One Million Two Hundred Thousand Dollars ($200,000 for 1,200,000) (the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business"Deposit"). (3) THE DEPOSIT SHALL BE HELD IN AN INTEREST BEARING ACCOUNT AND ALL INTEREST THEREON SHALL BE DEEMED A PART OF THE DEPOSIT. The Parties also hereto agree that (iIF THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS CONSUMMATED, THEN THE DEPOSIT SHALL BE PAID TO SELLER AT THE CLOSING AND CREDITED AGAINST THE PURCHASE PRICE. IF THE SALE OF THE PROPERTY IS NOT CONSUMMATED DUE TO SELLER'S DEFAULT HEREUNDER, EXCEPT AS PROVIDED IN SECTION 1.2(B)(4) $2,600,000 of the Purchase Price shall be allocated towards the purchase of JjangaBELOW, (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of AkuTHEN, AS BUYER'S SOLE REMEDY, BUYER MAY TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF THE DEPOSIT, INCLUDING, WITHOUT LIMITATION, THE ADDITIONAL DEPOSIT, AND THE NONREFUNDABLE PAYMENT, IN WHICH EVENT NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER EXCEPT AS PROVIDED IN SECTIONS 6.1, 9.3 AND 9.8 BELOW. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired AssetsIF THE SALE IS NOT CONSUMMATED FOR ANY REASON OTHER THAN DUE TO A DEFAULT BY SELLER HEREUNDER, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan NoteTHEN SELLER SHALL RETAIN THE NONREFUNDABLE PAYMENT AND THE DEPOSIT, the Convertible NoteINCLUDING, or bothWITHOUT LIMITATION, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinTHE ADDITIONAL DEPOSIT, AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER'S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE DUE TO BUYER'S DEFAULT, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE NONREFUNDABLE PAYMENT AND THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO LIMIT BUYER'S OBLIGATIONS UNDER SECTIONS 6.1, 9.3 AND 9.

Purchase Price. On the terms and subject to the conditions set forth in this Agreement, Bxxxx (a) Purchaser agrees to pay or cause to be paid to Sellers an aggregate of $3,600,000 (Seller, as the “Purchase Price”) purchase price for the BusinessInterests, which consists the sum of the HJH Purchase Price of Fifty-Three Million Dollars ($600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business53,000,000.00). The Parties also hereto parties agree that Fifty Million Five Hundred Thousand Dollars (i$50,500,000.00) $2,600,000 of the Purchase Price shall be is attributable and allocated towards to the purchase of Jjanga, Land and Improvements and that Two Million Five Hundred Thousand Dollars (ii$2,500,000.00) $600,000 of the Purchase Price is attributable to the Xxxxxxxxxx Tax Increment Financing (“TIF”) program benefitting the Property. (b) The Purchase Price is based on the completion of all Improvements and Seller shall be allocated towards responsible, at Seller’s sole expense, to cause the purchase of HJH and (iii) $400,000 Company to complete the construction of the Purchase Price Improvements on the Property such that the Property shall be allocated towards lien free with all Improvements completed at Closing in the purchase manner set forth in Section 2(c). Seller shall also be responsible, at Seller’s sole expense, to cause the Company to pay all leasing costs (leasing commissions, cash or improvement allowances payable to tenants and costs of Akulandlord work) associated with the leases for the Property identified on Schedule 2(b)(the “Required Leases”) which have not been paid in full at Closing. In the event and to that any required leasing costs or construction costs have not been paid in full by Closing, Purchaser shall receive a credit in the extent amount of such unpaid costs against the Purchase Price is mutually adjusted after (calculated in the date hereof by the parties hereto as a result manner set forth in Section 2(d)) and, upon Closing, Seller shall be relieved from paying such identified unpaid costs. (c) For all purposes of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assetsthis Agreement, the parties hereto agree that such adjustment the substantial completion of the Improvements on the Property shall mean the completion of the four buildings including completion of all required landlord work, as designated in the leases for any of the Required Leases (the “Landlord Work”), and the completion of a vanilla shell for the remaining first floor tenant space (A-103) in building A and a cold dark shell for each of the remaining second floor tenant spaces (C-203 and C-205) in building C. Improvements shall be made deemed to be “completed” upon confirmation by Purchaser’s architect (ka, inc.) that: (i) the Company has received all applicable governmental approvals with respect to the principal shells of the four buildings, the Landlord Work for the Required Leases and the associated site work comprising the Improvements; (ii) the Company’s architect has certified that such building shells, Landlord Work for the Required Leases and site work have been substantially completed (subject only to minor punch-list items which are the Company’s responsibility to complete) in accordance with the plans and specifications previously provided to the Purchaser; and (iii) the Company has delivered to Purchaser the executed estoppels required to be delivered pursuant to Section 7(a) of this Agreement. (d) Following substantial completion of the Improvements, but not later than twenty (20) days prior to Closing, Seller shall deliver to Purchaser its good faith calculation of the credit to Purchaser described in Section 2(b) together with copies of the certificate of substantial completion from Seller’s architects, final lien waivers from its contractors and subcontractors (other than with respect to work remaining to complete punch-list items) and certification of the payment of all construction costs (including retainage amounts held and/or balances due, if any). For this purpose, the credit shall include (i) uncompleted or unpaid Landlord Work and other punch-list items identified in the tenant estoppel certificates or identified by the Seller’s architect, in its certification of substantial completion; (ii) uncompleted or unpaid construction costs pursuant to any Required Lease as to which an estoppel has not been provided; and (iii) unpaid tenant allowances and leasing commissions with respect to the Required Leases. Following receipt of such credit calculation and certificate of substantial completion from Seller’s architect, Purchaser and its architect shall have the right to conduct a final inspection the Property to determine the extent to which any construction work remains to be completed. Such inspection must take place within two (2) weeks of Purchaser’s receipt of Seller’s calculation of the credit. If Purchaser disagrees with Seller’s calculation of the credit, Purchaser must object to Seller’s calculation by sending written notice of objection to Seller within such two week period. If Purchaser fails to provide the notice of objection to Seller within such two week period, Seller’s calculation of the credit shall be utilized. If Purchaser timely provides the notice of objection to Seller, the parties hereto shall arrange to discuss the amount of the Carry Loan Notecredit prior to the Closing, and each shall negotiate the amount of such credit reasonably and in good faith. If the parties are unable to agree to the amount of the credit, the Convertible Note, or both, and parties agree that the disputed funds shall not be an adjustment deposited in escrow at Closing pursuant to the cash amount payable by Escrow Agreement. (e) In the Buyer event that prior to the Sellers pursuant Closing Date the Company or Seller pays any construction costs or leasing costs for Leases that are not Required Leases (other than costs for the delivery of the shells for such spaces as provided in Section 2 (c) above), the amount of such expenditures will be credited to Section 2.2(b) hereinSeller at Closing.

Purchase Price. On (a) The purchase price (the terms and "Purchase Price") for the Property, subject to the conditions set forth adjustments and allocation as provided in this Agreement, Bxxxx agrees to pay or cause to shall be paid to Sellers an aggregate of Fifty Two Million Dollars ($3,600,000 (the “Purchase Price”52,000,000) for the Business, which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash to as follows: (i) One Hundred Thousand Dollars ($100,000) (such sum, plus all interest which accrues thereon, being herein called "the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), (bDeposit") a balance of $1,790,000 shall be paid by Buyer to Commonwealth Land Title Insurance Company ("Title Company") on or prior to the third business day to occur after the date on which the Inspection Period (as defined below) ends. The Deposit shall be held by the Title Company in cashone or more federally-insured money market accounts acceptable to both Seller and Buyer, or in short-term United States Government obligations having a maturity date which is not later than the Closing Date (as defined below). (ii) The balance of the Purchase Price shall be paid at Closing by wire transfer of immediately available funds to the bank account of the Sellers set forth on Exhibit E or accounts designated by Seller. (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (cb) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards among each respective Property as set forth on Schedule 1 hereto (each of the purchase allocated amounts set forth on Schedule 1 being herein called an "Allocation Amount"). Provided, however, Seller retains the right to change allocations (in reasonable amounts) by giving written notice of Jjangasuch change to Buyer at least ten (10) days prior to the Closing Date. (c) Seller shall have the option (the "UNIT OPTION"), exercisable upon written notice to Buyer (the "UNIT NOTICE") at least 15 days prior to the expiration of the Inspection Period, to elect to receive units of limited partnership interest in Buyer (the "OP UNITS") at the Closing in lieu of cash with respect to the Allocation Amount for the Whitehorse Road Industrial Park Property ("Cash Amount") as follows: (i) On the Closing Date, Seller and each person receiving OP Units shall execute an OP Unit Recipient Agreement in form and substance reasonably satisfactory to Buyer and consistent with previous OP Unit Recipient Agreements executed by Buyer in connection with contribution agreements. (ii) $600,000 At the Closing, Seller shall receive that number of OP Units equal to the Purchase Cash Amount divided by the Average Price shall be allocated towards the purchase of HJH and (as defined below). (iii) $400,000 For the purposes of this Section 2(c), the "Average Price" shall be equal to the arithmetic average of the Purchase Price shall be allocated towards the purchase "Closing Price" (as defined below) on each of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) herein.the

Purchase Price. On Subject to the terms and subject to the conditions set forth in of this Agreement, Bxxxx agrees to pay or cause the aggregate purchase price to be paid by Purchaser to Sellers an aggregate Seller for the purchase of the Assets shall be One Hundred Million Three Hundred Thousand Dollars ($3,600,000 100,300,000) (the “"Purchase Price”) for the Business"), which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which plus or minus (a) $10,000 shall be paid in cash the amount of Net Working Capital (as defined below) on the Closing Date, minus (b) the amount of Seller's capital lease obligations with respect to the escrow accounts Hospitals on the Closing Date, if any, that are assumed by Purchaser pursuant to Section 1.11 of this Agreement (the "Assumed Capital Lease Obligations"), minus (c) the product of the Sellers as honest money set forth Usage Percentage and the Sick Pay Amount on Exhibit D the Closing Date (the “Escrowed Payment”sum of (a), (b) a balance and (c) being referred to for purposes of $1,790,000 this Agreement as the "Cash Purchase Price"). The payment of the Cash Purchase Price at Closing shall be paid in cashgoverned by Section 1.7. For purposes of this Agreement, by wire transfer "Net Working Capital," as of immediately available funds any date, shall be defined as an amount equal to the bank account difference between the (i) current assets of Seller with respect to the operation of the Sellers set forth Hospitals, which for purposes of this calculation shall include only (A) the value of the Prepaids, (B) the value of the Inventory and (C) other current assets associated with the Hospitals to the extent they have value and are reflected on Exhibit E the Financial Statements, and (ii) the current liabilities of Seller which consists are payable to third parties with respect to the operation of $295,000 the Hospitals, which for purposes of this calculation shall only include (A) Accounts Payable (excluding credit balances of patient accounts receivable to the extent included therein), but only to the extent it is anticipated that Purchaser will be required to fund the payment of such Accounts Payable after the Effective Time (for example, if Seller has keyed in, or expects to key in cash payable as of the Closing, certain portions of the Accounts Payable for HJH and $1,495,000 payment by Seller after the Closing, such portion of the Accounts Payable would not be included in cash payable for the Financed Businesscalculation of Net Working Capital), (cB) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards the purchase of JjangaAccrued Expenses, (iiC) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and Accrued Payroll, (iiiD) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) herein.Accrued Paid Time Off and

Purchase Price. On 3.1 The Purchase Price shall total the terms and subject to following sums which shall be payable in cash as set out below (or, in the conditions set forth in this Agreement, Bxxxx agrees to pay or cause to be paid to Sellers an aggregate of $3,600,000 (the “Purchase Price”) for the Business, which consists case of the HJH Insurance Contribution, retained by the Buyer). The Purchase Price shall be comprised of $600,000 and the Financed Business Purchase Price of $3,000,000, of which following: (a) $10,000 the Completion Payment which shall be paid in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”accordance with clause 3.2(a), ; (b) a balance of $1,790,000 the Deferred Consideration, which shall be paid in cash, by wire transfer of immediately available funds to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Businessaccordance with clause 3.2(b), ; (c) $600,000 the Xxxxxxxx Consideration, which shall be paid into the Escrow Account on Completion and subsequently paid to Xxxxxxx Xxxxxxxx in accordance with the issuance and delivery provisions of the Call Option or the Put Option (as the case may be); (d) the Xxxxxxxx Shares Exercise Amount which shall be paid to the Company; (e) the payment of the sum of £1,398,442.70 to the Bank to discharge the Bank Loan; (f) the Sellers’ Escrow Fee Contribution which shall be paid to the Escrow Agent; and (g) the Insurance Contribution, which shall be retained by the Buyer to be applied to pay the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards the purchase of Jjanga, (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, Environmental Insurance Policy premium and shall not be an adjustment payable to the cash amount payable Sellers. 3.2 The Purchase Price (other than the Insurance Contribution which shall be retained by the Buyer for its benefit) shall be satisfied by the Buyer as follows: (a) by the payment of the amount due pursuant to clause 3.1 (a) to the Sellers’ Solicitors Account on behalf of the Sellers in cash on Completion; (b) by the payment of the Deferred Consideration to the Escrow Account at Completion where the same shall be held in accordance with clause 4 and the Escrow Letter; (c) by the payment of the Sellers’ Escrow Fee Contribution to the Escrow Agent; (d) by the payment of the Xxxxxxxx Shares Exercise Amount to the Company; (e) by the payment, on the due date for such payment (as specified in the Call Option or the Put Option (as the case may be)) of the Xxxxxxxx Consideration to Xxxxxxx Xxxxxxxx provided that such amount shall, in the first instance be paid by the Buyer into the Escrow Account following the Buyer’s receipt of a signed blank escrow release form from each of the Sellers’ Representatives as contemplated; and (f) by the payment pursuant to Section 2.2(bclause 3.1(e) hereinbeing made to the Bank.

Purchase Price. On In consideration of the terms sale of Assets and subject assumption of the Assumed Liabilities, at the Closing, Buyer shall deliver to Seller the conditions set forth in following (collectively, the "Purchase Price"): (i) Ten Million Five Hundred Fifty Thousand Dollars ($10,550,000) (the "Base Price"); (ii) any sales taxes, recording taxes and/or fees, and/or other taxes and/or fees due on the sale of Assets and assumption of Liabilities contemplated by this AgreementAgreement (the "Transaction Taxes"). (a) Payment of the Purchase Price. The Purchase Price shall be paid as follows: (i) by the delivery of the sum of (A) seventy five percent (75%) of the Base Price, Bxxxx agrees to pay or cause plus (B) the Transaction Taxes, all to be paid to Sellers an aggregate of $3,600,000 (the “Purchase Price”) for the Business, which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash to the escrow accounts of the Sellers as honest money set forth by certified check drawn on Exhibit D (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, local bank or by wire transfer of immediately available funds to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards the purchase of Jjanga, funds; and (ii) $600,000 by the delivery to Seller of Buyer's promissory note, dated the Closing Date, in favor of Seller in the original principal amount equal to twenty-five percent (25%) of the Purchase Base Price shall be allocated towards (the purchase of HJH and (iii"Note") $400,000 in the form attached hereto as Exhibit B. As security for the payment of the Purchase Price Note and the other obligations of Buyer to Seller, Buyer shall deliver to Seller a Security Agreement, dated as of the Closing Date, in the form attached hereto as Exhibit C, a second lien mortgage/deed of trust, dated as of the Closing Date, with respect to the parcels of real estate described in Section 3.(a)(v) in a form satisfactory to Seller (the "Second Mortgage"), and such other documents as may be allocated towards reasonably required by Seller to perfect a security interest and/or lien for the purchase benefit of Aku. In the event Seller in and to Buyer's assets (including, without limitation, UCC-1 financing statements in favor of Seller), and Buyer shall cause the extent Controlling Principal to enter into a Guaranty in the Purchase Price is mutually adjusted after the date hereof by the parties form attached hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) herein.Exhibit D.

Purchase Price. On At the terms and subject Closing, the Buyer shall pay to the conditions Seller $25,500,000 (the "Purchase Price"), minus the amounts set forth in this Agreement, Bxxxx agrees to pay or cause to be paid to Sellers an aggregate of $3,600,000 clauses (the “Purchase Price”) for the Business, which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”i), (bii), (iii) a balance of $1,790,000 and (iv) below, which Purchase Price shall be paid remitted by the Buyer to the Seller in cash, cash payable by wire transfer of immediately available funds to the bank account of the Sellers funds. The Purchase Price shall be reduced as set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that below. (i) $2,600,000 300,000 of the Purchase Price, representing an amount to repair the tanks constructed by XXX Tank, Inc., shall be placed in escrow pursuant to the terms of an escrow agreement (the "XXX Tank Repair Escrow Agreement") attached hereto as Exhibit A. The XXX Tank Repair Escrow Agreement shall provide (A) that the funds shall be released to Buyer upon agreement between Buyer and Seller as to a plan of action to repair the tanks constructed by XXX Tank, Inc., (B) in the event that the cost of such repairs is less than $300,000, the difference between the amount in the escrow account under the XXX Tank Repair Escrow Agreement and the repair costs shall be paid to Seller, and (C) in the event that the cost of such repairs is greater than $300,000, the difference between the repair costs and the amount in the escrow account under the XXX Tank Repair Escrow Agreement shall be paid to Buyer by Seller. (ii) $140,000 of the Purchase Price shall be allocated towards placed in escrow pursuant to the purchase terms of Jjangaan escrow agreement (the "Port Xxxxxx Tank Escrow Agreement") attached hereto as Exhibit B. The Port Xxxxxx Tank Escrow Agreement shall provide that (A) the funds shall be released to the Seller upon the termination of the lien held by XXX Tank, Inc, and (iiB) if such lien is not terminated by the third anniversary of the date hereof, and there are no proceedings in process contesting the lien held by XXX Tank, Inc., the funds shall be released to the Buyer. (iii) $600,000 2,500,000 of the Purchase Price shall be allocated towards placed in escrow pursuant to the purchase terms of HJH and an escrow agreement (iiithe "Xxxx Xxxx Escrow Agreement") $400,000 of attached hereto as Exhibit C. The Xxxx Xxxx Escrow Agreement shall provide that (A) the Purchase Price amount in escrow shall be allocated towards reduced by the purchase payment to Seller from the escrowed funds of Aku. In $104,166.67 on the last day of each month beginning November 30, 2005 until no funds are left in escrow, (B) in the event and to that Xxxx forecloses on the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto funds placed in escrow as a result of a Event of Default by Buyer under that certain Lease of Facilities and Agreement for Anhydrous Ammonia Storage & Handling dated November 14, 2000, between Seller and Xxxx (successor-in-interest to Duke Energy Merchants, LLC), amended by First Amendment to Lease of Facilities and Agreement for Anhydrous Ammonia Storage & Handling dated February 27, 2004 (the "Xxxx Lease"), Buyer shall pay to Seller an amount equal to the total funds then remaining in escrow, (C) in the event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect Xxxx forecloses on the Business or funds placed in escrow as a result of a force xxxxxx event as set forth in Article XV of the Acquired AssetsLease, Buyer shall have no further obligation to Seller, and (D) Buyer shall provide Seller with a letter of credit (the parties "Letter of Credit") in substantially the form attached hereto agree that such adjustment as Exhibit D. (iv) The amounts set forth on Schedule 1.6(iv), representing certain rent deposits and prepaid rents as described on Schedule 1.6(iv), shall be made to withheld from the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinPurchase Price.

Purchase Price. On This assignment, sale, transfer and conveyance by Seller to Purchaser of the terms Property is made and subject accepted for and in consideration of the price and sum of EIGHTY MILLION AND 00/100 DOLLARS ($80,000,000.00), in part payment and deduction whereof the present Purchaser has paid the sum of AND 00/100 DOLLARS ($ ), [in cash current money] of the United States of America, receipt of which amount the said Seller hereby acknowledges and grants full acquittance therefore unto the said Purchaser. [add REIT shares to the conditions set forth in this Agreementextent issued] AND FOR THE BALANCE of said purchase price, Bxxxx agrees to wit, the sum of AND 00/100 DOLLARS ($ ), the present Purchaser assumes, binds and obligates itself, its successors and assigns, to pay or cause to be paid to Sellers an aggregate the full acquittance and discharge of $3,600,000 the Seller herein of one certain debt (the “Purchase PriceDebt”) for the Business, which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash payable to the escrow accounts order of the Sellers as honest money set forth on Exhibit D (the “Escrowed PaymentLender”), dated , 20 , in the original principal sum of MILLION AND 00/100 DOLLARS (b) a $ ,000,000.00), bearing interest as provided therein, which said Debt is secured with an Act of Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, in favor of , and , records of Orleans Parish, Louisiana, and Assignment of Leases and Rents, under (All sometimes referred to as the “Loan Documents”). Seller does hereby represent, acknowledge and confirm that as of the date hereof, the outstanding unpaid principal balance due on the debt is $ and that interest has accrued at the rate of $1,790,000 shall be paid in cash$ per day from , by wire transfer of immediately available funds 2010. Said Purchaser does hereby bind itself to the bank account full payment and discharge of the Sellers set forth on Exhibit E said Debt and for all liabilities and obligations expressed in said Loan Documents described above. PURCHASER EXPRESSLY ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THAT THIS ASSIGNMENT, SALE, TRANSFER AND CONVEYANCE BY SELLER TO PURCHASER OF THE PROPERTY IS MADE WITHOUT ANY WARRANTY OR RECOURSE WHATSOEVER EXCEPT AS EXPRESSLY PROVIDED HEREIN AND IN THE PURCHASE AND SALE AGREEMENT (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business)AS DEFINED BELOW) OR ANY DOCUMENT DELIVERED AT CLOSING. EXCEPT AS EXPRESSLY SET FORTH HEREIN AND IN THE PURCHASE AND SALE AGREEMENT DATED AS OF JUNE , 2010, BY AND SELLER AND PURCHASER (THE “PURCHASE AND SALE AGREEMENT”) ANY DOCUMENT DELIVERED AT CLOSING WITH RESPECT TO THE PROPERTY, PURCHASER ACKNOWLEDGES THAT AND AGREES THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY, OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, AND GEOLOGY, OR THE ABSENCE OF ANY REDHIBITORY OR OTHER DEFECTS, WHETHER OR NOT KNOWN TO SELLER, (cB) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards the purchase of JjangaTHE INCOME DERIVED FROM THE PROPERTY, (iiC) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER OR ANY TENANT MAY CONDUCT THEREON, OR ANY OTHER INTENDED USE OF PURCHASER, (iiiD) $400,000 of the Purchase Price shall be allocated towards the purchase of AkuTHE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, INCLUDING ALL WARRANTIES OF TITLE OR PEACEABLE POSSESSION EXCEPT AS PERTAINS TO ACTS OF SELLER DURING ITS OWNERSHIP OF THE PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, OR (H) COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS, (I) ANY AND ALL WARRANTIES UNDER LA. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired AssetsCIV. CODE ART. 2475 AND LA CIV. CODE ARTS. 2477 THROUGH 2548 OR ANY OTHER PROVISION OF LAW, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan NoteOR (J) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY; AND PURCHASER HEREBY WAIVES ANY RIGHT TO MAKE ANY CLAIM BASED ON ANY OF THE FOREGOING, the Convertible NoteINCLUDING, or bothWITHOUT LIMITATION, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(bANY RIGHT TO MAKE ANY CLAIM AGAINST SELLER BASED ON THE VIOLATION OF ANY ENVIRONMENTAL LAWS. PURCHASER EXPRESSLY ACKNOWLEDGES THE FOREGOING AND WAIVES ANY AND ALL RIGHTS OR CAUSES OF ACTION THAT PURCHASER HAS OR MAY HAVE TO RESCIND OR RESOLVE THIS TRANSFER OR TO DEMAND A REDUCTION IN PURCHASE PRICE BASED UPON THE EXISTENCE OF ANY REDHIBITORY OR OTHER VICES, DEFECTS, OR OTHER DEFICIENCIES IN THE PROPERTY OR ANY IMPROVEMENTS, FIXTURES, OR EQUIPMENT FORMING A PART THEREOF, BASED UPON THE UNSUITABILITY OF THE PROPERTY OR ANY OF ITS COMPONENTS OR PARTS FOR PURCHASER’S INTENDED USE OR ANY OTHER USE, BASED UPON ANY EVICTION OF PURCHASER, IN WHOLE OR IN PART, OR BASED UPON ANY OTHER CLAIMED BREACH OF WARRANTY OR OTHER MATTER WHATSOEVER, THIS TRANSFER BEING OTHERWISE ENTIRELY AT PURCHASER’S SOLE PERIL AND RISK. ADDITIONALLY, EXCEPT AS PROVIDED IN THIS AGREEMENT AND THE PURCHASE AND SALE AGREEMENT, NO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, AND BY EXECUTION HEREOF PURCHASER ACKNOWLEDGES THAT NO PERSON HAS MADE ANY REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY OR PROMISE REGARDING THE PROPERTY OR THE TRANSACTION CONTEMPLATED HEREIN; AND NO SUCH REPRESENTATION, WARRANTY, AGREEMENT, GUARANTY, STATEMENT OR PROMISE IF ANY, MADE BY ANY PERSON ACTING ON BEHALF OF SELLER SHALL BE VALID OR BINDING UPON SELLER UNLESS EXPRESSLY SET FORTH HEREIN. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PURCHASE AND SALE AGREEMENT, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER AND AGREES TO ACCEPT THE PROPERTY ON THE DATE HEREOF AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OF CLAIM OF CONTRIBUTION) hereinARISING PROM OR RELATED TO THE PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE PROPERTY EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PURCHASE AND SALE AGREEMENT. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY, TRUTHFULNESS OR COMPLETENESS OF SUCH INFORMATION EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PURCHASE AND SALE AGREEMENT. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENT, REPRESENTATION OR INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PURCHASE AND SALE AGREEMENT, PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN “AS IS” CONDITION AND BASIS WITH ALL FAULTS.

Purchase Price. On (a) The aggregate purchase price for the terms Assets shall consist of (i) cash in an amount equal to seventy-five percent (75%) of Seller’s Revenue (the “Cash Purchase Price”), less any Assumed Liabilities and subject to adjustment as provided below; and (ii) that number of shares of MTBC Stock, rounded to the conditions nearest whole number (the “Share Consideration”), equal to the Cash Purchase Price, divided by the Target IPO Price; and (iii) the assumption by the Purchaser of the Assumed Liabilities, to the extent set forth in Section 1.2(c). In the event the IPO Price is greater or less than the Target IPO Price, the Cash Purchase Price shall be increased or decreased, as applicable, to equal the product of (i) the number of shares included in the Share Consideration, multiplied by (ii) the IPO Price; provided, however, that in no event shall the Cash Purchase Price be increased or decreased, as applicable, by more than 10%; however the number of shares shall remain unchanged. (b) At the Closing, the Purchaser shall: (i) pay to Seller 85% of the Cash Purchase Price; (ii) deliver to the Escrow Agent, for deposit into an escrow account (the “Escrow Account”) to be established as of the Closing Date (as defined below) pursuant to an Escrow Agreement among the Purchaser, the Seller and the Escrow Agent, in substantially the form of Exhibit B (the “Escrow Agreement”), (a) 15% of the Cash Purchase Price (the “Escrowed Cash”), to be held in the Escrow Account for 120 days to satisfy any unpaid Liabilities of the Seller relating to the Assets or any other claim for indemnification under Section 9, and (b) one or more certificates representing 100% of the Share Consideration (the “Escrowed Shares”), to be held in the Escrow Account to satisfy any unpaid Liabilities of the Seller relating to the Assets or any other claims for indemnification under Section 9, such Escrowed Shares to be eligible for release to Seller as follows: (i) 15% of the Escrowed Shares six months following the Closing Date; and (ii) the remaining 85% of the Escrowed Shares following (a) the final determination of Achieved Revenue under Section 1.3 , and, if applicable, (b) the release to Purchaser of any shares of MTBC Stock to which it is entitled to under Section 1.3(c). (iii) Assume the Assumed Liabilities, if any, by delivering to Seller an Assumption Agreement substantially in the form of Exhibit C (the “Assumption Agreement”); (iv) The Cash Purchase Price and Share Consideration shall be divided among the Sellers in an amount proportionate to their respective contribution to Seller’s Revenue or as otherwise mutually agreed upon by the parties. (c) For purposes of this Agreement “Assumed Liabilities” shall mean only the obligations of the Seller under the Assumed Contracts, but only to the extent such obligations (A) arise after the Closing Date, (B) do not arise from or relate to any Breach by the Seller of any provision of any of such Contracts, (C) do not arise from or relate to any event, circumstance or condition occurring or existing on or prior to the Closing Date that, with notice or lapse of time, would constitute or result in a Breach of any of such Contracts, and (D) are ascertainable solely by reference to the express terms of such Contracts; provided, however, that notwithstanding the foregoing, and notwithstanding anything to the contrary contained in this Agreement, Bxxxx agrees to pay or cause to be paid to Sellers an aggregate of $3,600,000 (the “Purchase Price”) for the BusinessAssumed Liabilities” shall not include, which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards the purchase of Jjanga, (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and Purchaser shall not be an adjustment required to the cash amount payable by the Buyer assume or to the Sellers pursuant to Section 2.2(b) herein.perform or discharge:

Purchase Price. On the terms and subject to the conditions set forth in this Agreement, Bxxxx (a) Purchaser agrees to pay or cause to be paid to Sellers an aggregate of $3,600,000 (Seller, as the “Purchase Price”) purchase price for the BusinessInterests, which consists the sum of the HJH Purchase Price of Fifty-Three Million Dollars ($600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business53,000,000.00). The Parties also hereto parties agree that Fifty Million Five Hundred Thousand Dollars (i$50,500,000.00) $2,600,000 of the Purchase Price shall be is attributable and allocated towards to the purchase of Jjanga, Land and Improvements and that Two Million Five Hundred Thousand Dollars (ii$2,500,000.00) $600,000 2 of the Purchase Price is attributable to the Xxxxxxxxxx Tax Increment Financing (“TIF”) program benefitting the Property. (b) The Purchase Price is based on the completion of all Improvements and Seller shall be allocated towards responsible, at Seller’s sole expense, to cause the purchase of HJH and (iii) $400,000 Company to complete the construction of the Purchase Price Improvements on the Property such that the Property shall be allocated towards lien free with all Improvements completed at Closing in the purchase manner set forth in Section 2(c). Seller shall also be responsible, at Seller’s sole expense, to cause the Company to pay all leasing costs (leasing commissions, cash or improvement allowances payable to tenants and costs of Akulandlord work) associated with the leases for the Property identified on Schedule 2(b)(the “Required Leases”) which have not been paid in full at Closing. In the event and to that any required leasing costs or construction costs have not been paid in full by Closing, Purchaser shall receive a credit in the extent amount of such unpaid costs against the Purchase Price is mutually adjusted after (calculated in the date hereof by the parties hereto as a result manner set forth in Section 2(d)) and, upon Closing, Seller shall be relieved from paying such identified unpaid costs. (c) For all purposes of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assetsthis Agreement, the parties hereto agree that such adjustment the substantial completion of the Improvements on the Property shall mean the completion of the four buildings including completion of all required landlord work, as designated in the leases for any of the Required Leases (the “Landlord Work”), and the completion of a vanilla shell for the remaining first floor tenant space (A-103) in building A and a cold dark shell for each of the remaining second floor tenant spaces (C-203 and C-205) in building C. Improvements shall be made deemed to be “completed” upon confirmation by Purchaser’s architect (ka, inc.) that: (i) the Company has received all applicable governmental approvals with respect to the principal shells of the four buildings, the Landlord Work for the Required Leases and the associated site work comprising the Improvements; (ii) the Company’s architect has certified that such building shells, Landlord Work for the Required Leases and site work have been substantially completed (subject only to minor punch-list items which are the Company’s responsibility to complete) in accordance with the plans and specifications previously provided to the Purchaser; and (iii) the Company has delivered to Purchaser the executed estoppels required to be delivered pursuant to Section 7(a) of this Agreement. (d) Following substantial completion of the Improvements, but not later than twenty (20) days prior to Closing, Seller shall deliver to Purchaser its good faith calculation of the credit to Purchaser described in Section 2(b) together with copies of the certificate of substantial completion from Seller’s architects, final lien waivers from its contractors and subcontractors (other than with respect to work remaining to complete punch-list items) and certification of the payment of all construction costs (including retainage amounts held and/or balances due, if any). For this purpose, the credit shall include (i) uncompleted or unpaid Landlord Work and other punch-list items identified in the tenant estoppel certificates or identified by the Seller’s architect, in its certification of substantial completion; (ii) uncompleted or unpaid construction costs pursuant to any Required Lease as to which an estoppel has not been provided; and (iii) unpaid tenant allowances 3 and leasing commissions with respect to the Required Leases. Following receipt of such credit calculation and certificate of substantial completion from Seller’s architect, Purchaser and its architect shall have the right to conduct a final inspection the Property to determine the extent to which any construction work remains to be completed. Such inspection must take place within two (2) weeks of Purchaser’s receipt of Seller’s calculation of the credit. If Purchaser disagrees with Seller’s calculation of the credit, Purchaser must object to Seller’s calculation by sending written notice of objection to Seller within such two week period. If Purchaser fails to provide the notice of objection to Seller within such two week period, Seller’s calculation of the credit shall be utilized. If Purchaser timely provides the notice of objection to Seller, the parties hereto shall arrange to discuss the amount of the Carry Loan Notecredit prior to the Closing, and each shall negotiate the amount of such credit reasonably and in good faith. If the parties are unable to agree to the amount of the credit, the Convertible Note, or both, and parties agree that the disputed funds shall not be an adjustment deposited in escrow at Closing pursuant to the cash amount payable by Escrow Agreement. (e) In the Buyer event that prior to the Sellers pursuant Closing Date the Company or Seller pays any construction costs or leasing costs for Leases that are not Required Leases (other than costs for the delivery of the shells for such spaces as provided in Section 2 (c) above), the amount of such expenditures will be credited to Section 2.2(b) hereinSeller at Closing.

Purchase Price. On The PURCHASE PRICE is the terms and subject to the conditions set forth sum of R (in this Agreementwords: ) exclusive of Value Added Tax (VAT) (if applicable), Bxxxx agrees to pay or cause to which shall be paid to Sellers an aggregate the SELLER upon registration of $3,600,000 transfer, and which shall be secured, pending registration of transfer, in the following manner: 3.1 A cash deposit of 10% (the “Purchase Price”ten percentum) for the BusinessR , which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid within 48 (forty eight) hours from DATE OF ACCEPTANCE, by the PURCHASER, into the account of Insolvent Estate Sebbag Longterm Investments CC (in cash liquidation), managed by the Joint Liquidators, for the benefit of the SELLER. Notwithstanding this the SELLER may direct into which trust account the deposit should be paid. 3.2 The PURCHASER consents to the escrow accounts SELLER utilising the deposit to pay the outstanding levies, rates and taxes and any other expenses relating to the transfer of the Sellers property. 3.3 The deposit shall be non-refundable, except in the instance where this agreement lapses and/or becomes null and void as honest money the result of the suspensive conditions set forth on Exhibit D out hereinunder not being fulfilled and or waived as set out with hereinunder, then and in that event all monies paid by the PURCHASER to the SELLER in terms hereof shall be refunded to the PURCHASER. Notwithstanding any provision of this agreement, if the deposit is not paid with 48 (forty-eight) hours from DATE OF ACCEPTANCE, by the “Escrowed Payment”)PURCHASER, (b) a the SELLER may cancel this agreement with immediate effect. 3.4 The balance of $1,790,000 the PURCHASE PRICE in the sum of R (in words: ) shall be paid in cash, by wire upon registration of transfer of immediately available funds the PROPERTY in the name of the PURCHASER, and pending registration of transfer, shall be secured by means of a suitable guarantee issued by a Financial Institution acceptable to the bank account SELLER. The said guarantee shall be delivered to the conveyancer appointed in terms of clause 6 (“CONVEYANCER”) within 30 days from the DATE OF ACCEPTANCE, which guarantee shall be payable free of exchange. 3.5 The PURCHASER hereby instructs and authorises the CONVEYANCER to invest, in terms of Section 86 (4) of the Sellers set forth Legal Practice Act 28 of 2014 (as amended), any monies paid by him or on Exhibit E his behalf in terms of this Offer (which consists of $295,000 agreement), in cash payable for HJH and $1,495,000 in cash payable an interest bearing account, interest so accrued for the Financed Business)benefit of the insolvent estate. 3.6 The PURCHASER acknowledges that he is aware that the CONVEYANCER will only be in a position to give effect to this mandate once he, (c) $600,000 shall the PURCHASER, has furnished the CONVEYANCER with documents, to be paid with the issuance and delivery requested by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase CONVEYANCER, in terms of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards the purchase of JjangaFinancial Xxxxxxxxxxxx Xxxxxx Xxx, (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) herein0000.

Purchase Price. On In consideration of the terms sale, assignment, and delivery of the Interest and subject to the terms and conditions set forth in of this Agreement, Bxxxx agrees Buyer shall pay to pay or cause to be Seller FIFTY FIVE MILLION DOLLARS ($55,000,000), reduced by the amount by which the total distributions paid to Sellers an aggregate Seller (whether before or after the Closing Date) in respect of the Interest pursuant to Section 6.3 of the Partnership Agreement with respect to the period from January 1, 2007 through the Closing Date exceed $3,600,000 1 million (the final result of such calculation, the “Purchase Price”) for ). In the Business, which consists event that one or more distributions with respect to all or any part of such period have been paid to Seller as of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000Closing Date, of which (a) $10,000 shall be paid in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of then the Purchase Price shall be allocated towards reduced at Closing by the purchase amount, if any, by which the total of Jjanga, such distributions exceeded $1 million (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku“Closing Adjustment Amount”). In the event and that one or more distributions with respect to all or any part of such period are paid to Seller after the Closing Date, then, at the time when any such distribution is paid, Seller shall repay to Buyer (as a reduction to the extent Purchase Price) (x) the Purchase Price is mutually adjusted amount by which the total amount of all distributions paid to Seller with respect to such period, both before and after the date hereof Closing Date, exceeded $1 million, minus (y) the Closing Adjustment Amount (if any), minus (z) amounts previously repaid by Seller to Buyer pursuant to this sentence with respect to other post-Closing distributions; provided, however, that following the parties hereto as a result Closing Buyer shall have the right to cause the Partnership to pay the amount Seller is obligated to repay pursuant to this provision directly to Buyer out of an event or condition which the distribution otherwise payable to Seller, in lieu of being repaid by Seller after Seller’s receipt of the distribution. Seller hereby acknowledges that it has resulted already received all distributions in or that is reasonably likely respect of the Interest pursuant to result in a Material Adverse Effect on the Business or Partnership Agreement with respect to all periods through December 31, 2006. The amount payable to Seller at Closing pursuant to the Acquired Assets, the parties hereto agree that such adjustment foregoing provisions of this Section shall be made paid by wire transfer in immediately available funds to the principal amount an account designated by Seller at least two business days in advance of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinClosing Date.

Purchase Price. On The purchase price for Infinity Shares shall be composed of the terms Cash Portion of the Purchase Price, the Stock Portion of the Purchase Price and subject the Earned Payout Amount. The Buyer agrees to pay to the conditions Sellers in the aggregate the sum of (i) $2,234,000 (to be increased dollar for dollar by the amount of the adjustment, if any, set forth in this AgreementSECTION 2(E)) in cash (the "CASH PORTION OF THE PURCHASE PRICE"); and (ii) $3,627,000 in the form of Buyer's Shares (the "STOCK PORTION OF THE PURCHASE PRICE") equal to $3,627,000 divided by the ACG Market Price at Closing (as hereinafter defined), Bxxxx agrees to pay or cause all in exchange for the Infinity Shares to be paid purchased by Buyer pursuant to Sellers an aggregate of the terms hereof. The "ACG MARKET PRICE AT CLOSING" shall be $3,600,000 (the “Purchase Price”) for the Business, which consists 19.50. The Cash Portion of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash by Buyer to Sellers at the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, Closing by wire transfer of immediately available funds to the bank an account of the designated by Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed BusinessSCHEDULE 2(B). The Parties also Stock Portion of the Purchase Price shall be issued by Buyer to Sellers at the Closing by the delivery of stock certificates; PROVIDED that each Seller enters into an equity purchase agreement in the form attached hereto agree that as EXHIBIT A. The sum of the Cash Portion of the Purchase Price, the Stock Portion of the Purchase Price and the Earned Payout Amount shall be referred to as the "PURCHASE PRICE." Each of (i) $2,600,000 the Cash Portion of the Purchase Price and (ii) the Stock Portion of the Purchase Price shall be allocated towards among Sellers in dollar amounts determined pro rata in accordance with the purchase of Jjanga, (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinALLOCATION SCHEDULE.

Purchase Price. On In consideration of the terms sale by Seller to Buyer of the Assets, and subject to the assumption by Buyer of the Assumed Liabilities and satisfaction of the conditions contained herein, Buyer shall pay at the Closing an amount (as adjusted in accordance with Section 1.6 below, the "Purchase Price") equal to $4,700,000 as follows: (a) Buyer shall deliver to Kataro, Inc., f/k/a SuNet Direct Corporation ("Kataro") cash in an amount equal to the outstanding indebtedness, including all accrued interest fees and penalties, of Seller under that certain promissory note dated as of January 8, 1999 (the "Kataro Amount"), such amount to be set forth in this Agreement, Bxxxx agrees to pay or cause a payoff letter to be paid to Sellers an aggregate of $3,600,000 (the “Purchase Price”) for the Business, which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash delivered by Seller to the escrow accounts of Buyer prior to the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), Closing; (b) Buyer shall deliver to XIU, Inc., f/k/a balance of $1,790,000 shall be paid InternetU, Inc. ("XIU") cash in cash, by wire transfer of immediately available funds an amount equal to the bank account outstanding indebtedness, including all accrued interest fees and penalties, of Seller under that certain promissory note dated as of September 1, 1998 (the Sellers "XIU Amount"), such amount to be set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for a payoff letter to be delivered by Seller to the Financed Business), Buyer prior to the Closing; (c) $600,000 Buyer shall deliver to GE Capital Colonial Pacific Leasing ("Colonial") cash in an amount equal to the outstanding indebtedness, including all accrued interest fees and penalties, of Seller under that certain promissory note dated as of October 16, 1997 (the "Colonial Amount"), such amount to be paid with the issuance and delivery set forth in a payoff letter to be delivered by Seller to the Buyer prior to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and Closing; (d) (intentionally omitted); (e) Buyer shall deposit the sum of $1,200,000 shall 470,000 (the "Escrow Deposit") with Boston Safe Deposit and Trust Company as Escrow Agent under the Escrow Agreement in the form attached hereto and incorporated by reference herein as Exhibit A (the "Escrow Agreement"), to be paid held, administered and distributed in accordance with the issuance terms of Convertible Notes the Escrow Agreement, which, subject to the terms and conditions thereof, shall have a term of twelve (a Convertible Note having a principal amount 12) months commencing on the Closing Date; and (f) Buyer shall deliver the sum of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that 4,230,000 less (i) $2,600,000 of the Purchase Price shall be allocated towards the purchase of JjangaKataro Amount, (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and XIU Amount, (iii) the Colonial Amount, (iv) $400,000 of 80,688.20 owing to Ascend Communication, Inc. under that certain lease dated August 6, 1996, (v) $12,490.66 owing to Solunet under that certain lease dated October 20, 1997, and (vi) the Purchase Price Estimated Adjustment (as defined below) if such number is a positive number to Seller by bank cashier's check or bank wire transfer pursuant to payment instructions delivered by Seller to Buyer at the Closing; provided that if the Estimated Adjustment is a negative number, the amount payable to Seller at Closing shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof increased by the parties hereto as a result absolute value of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinnumber.

Purchase Price. On the terms and subject Subject to the conditions set forth adjustments contemplated by Section 2.6 and determined pursuant to Section 2.7, and in this Agreement, Bxxxx agrees to pay or cause to be paid to Sellers an aggregate of $3,600,000 (the “Purchase Price”) consideration for the Business, which consists of the HJH Purchase Price of $600,000 Assets and the Financed Business Purchase Price of $3,000,000Non-Competition Covenant contemplated by Section 6.1.6, of which (a) $10,000 Buyer shall be paid in cash pay to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cashSeller, by wire transfer of immediately available funds to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 funds, an amount in cash payable for HJH to be determined and $1,495,000 in cash payable for paid as follows (the Financed Business)"Purchase Price"): 2.5.1. With respect to each bulk billed Service Agreement transferred to Buyer, (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards equal to the purchase lesser of Jjanga(i) "***" for each Equivalent Basic Subscriber multiplied by the number of years (rounding down to the nearest whole year) remaining in the then current term of the Service Agreement, not to exceed "***", and (ii) $600,000 the amount, if any, set forth in the Service Agreement which, if paid by the owner of the MDU Property, would result in the termination of the Service Agreement for such MDU Property prior to the expiration of its then current term (a "Buyout Provision"). For example, if Seller serves 100 Equivalent Basic Subscribers pursuant to a Service Agreement with 9.5 years of remaining term, and there is no Buyout Provision, then the Purchase Price for the Assets relating to the Service Agreement, including the Service Agreement, would be "***". If the remaining term of the Service Agreement were 6.5 years, the Purchase Price would be "***". If the remaining term of the Service Agreement were 6.5 years and there was a "***" Buyout Provision, then the Purchase Price would be "***". Buyer shall pay to Seller the aggregate Purchase Price determined pursuant to this Section 2.5.1 on the relevant Closing Date, subject to a hold back equal to "***" of such Purchase Price (the "Holdback Amount"), which together with interest earned thereon, shall be held by Buyer solely as security for any claims that may be made by Buyer against Sellers pursuant to Article 9 of this Agreement (collectively, "Claims"). Buyer shall pay to Seller the remainder of the Holdback Amount, together with accrued interest, less any amount required to cover pending Claims, on the first anniversary of the Final Closing Date. Sellers shall receive interest on the Holdback Amount from and after the relevant Closing Date, less any amount applied by Buyer to cover Claims, at the rate per annum publicly announced from time to time by the Bank of New York as its prime rate. Within 10 days after final reconciliation of any Claim that is pending as of the first anniversary of the Final Closing Date, Buyer shall pay to Seller the remaining Holdback Amount related to such Claim, less any amount applied by Buyer to cover such Claim, with interest as provided in the preceding sentence. Notwithstanding the foregoing, with respect to the bulk billed MDU Properties listed on Schedule 2.5, Buyer shall use commercially reasonable (which shall take into account the amount payable by Buyer to Seller pursuant to this Agreement) efforts during the term of this Agreement to negotiate and enter into a service agreement with respect to each such MDU Property (each, a "New Buyer Service Agreement"), and on the Closing Date next occurring after execution of any New Buyer Service Agreement, shall pay to Seller an amount equal to "***" for each Equivalent Basic Subscriber served by Seller at such MDU Property immediately prior to the effective date of such New Buyer Service Agreement. Except as set forth in the foregoing sentence, Buyer shall have no obligation to Seller with respect to the MDU Properties listed on Schedule 2.5. 2.5.2. With respect to each individually billed Exclusive Service Agreement transferred to Buyer, the Purchase Price shall be allocated towards equal to "***" for each Converted Subscriber served under such Service Agreement multiplied by the purchase number of HJH years (rounding down to the nearest whole year) remaining in the then current term of such Service Agreement, not to exceed eight years, but in no event exceeding, in the aggregate, the amount of any Buyout Provision in such Service Agreement (if such Service Agreement contains a Buyout Provision) and in no event less than, individually, "***" for each Converted Subscriber served pursuant to such Exclusive Service Agreement. Buyer shall pay to Seller the Purchase Price determined pursuant to this Section 2.5.2 for each Converted Subscriber on the first Closing Date occurring after the date such subscriber becomes a Converted Subscriber (iiiprovided that such subscriber remains a Converted Subscriber on such Closing Date). Notwithstanding the foregoing, with respect to the individually billed MDU Properties listed on Schedule 2.5, Buyer shall use commercially reasonable (which shall take into account the amount payable by Buyer to Seller pursuant to this Agreement) $400,000 efforts during the term of this Agreement to negotiate and enter into a New Buyer Service Agreement with respect to each such MDU Property. Upon entering into any such New Buyer Service Agreement, Buyer shall pay to Seller an amount equal to "***" for each Converted Subscriber served by Buyer pursuant to such New Buyer Service Agreement. Buyer shall pay such amount to Seller for each Converted Subscriber on the first Closing Date occurring after the date such subscriber becomes a Converted Subscriber (provided that such subscriber remains a Converted Subscriber on such Closing Date). Except as set forth in the foregoing sentence, Buyer shall have no obligation to Seller with respect to the MDU Properties listed on Schedule 2.5. 2.5.3. With respect to each individually billed Non-Exclusive Service Agreement transferred to Buyer, the Purchase Price shall be allocated towards the purchase of Aku. In the event and equal to the extent lesser of (i) "***" for each Converted Subscriber served under such Service Agreement multiplied by the number of years (rounding down to the nearest whole year) remaining in the then current term of such Service Agreement, not to exceed eight years, and (ii) "***", for each Converted Subscriber served under such Service Agreement. Buyer shall pay to Seller the Purchase Price is mutually adjusted determined pursuant to this Section 2.5.3 for each Converted Subscriber on the first Closing Date occurring after the date hereof by the parties hereto as such subscriber becomes a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree Converted Subscriber (provided that such adjustment subscriber remains a Converted Subscriber on such Closing Date). Notwithstanding the foregoing, in no event shall the aggregate Purchase Price for Converted Subscribers served pursuant to any Non-Exclusive Service Agreement exceed the amount of any Buyout Provision in such Service Agreement (if such Service Agreement contains a Buyout Provision) and in no event shall the individual Purchase Price for a Converted Subscriber served pursuant to any Non-Exclusive Service Agreement be made less than "***". Notwithstanding the foregoing, with respect to the principal amount of individually billed, non-exclusive MDU Properties listed on Schedule 2.5, Buyer shall use commercially reasonable (which shall take into account the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers Seller pursuant to this Agreement) efforts during the term of this Agreement to negotiate and enter into a New Buyer Service Agreement with respect to each such MDU Property. Upon entering into any such New Buyer Service Agreement, Buyer shall pay to Seller an amount equal to "***" for each Converted Subscriber served by Buyer pursuant to such New Buyer Service Agreement. Buyer shall pay such amount to Seller for each Converted Subscriber on the first Closing Date occurring after the date such subscriber becomes a Converted Subscriber (provided that such subscriber remains a Converted Subscriber on such Closing Date). Except as set forth in the foregoing sentence, Buyer shall have no obligation to Seller with respect to the MDU Properties listed on Schedule 2.5. 2.5.4. With respect to each individually billed Eligible Subscriber who is not served pursuant to a Service Agreement, Buyer shall pay to Seller a Purchase Price of "***" on the first Closing Date occurring after the date such Eligible Subscriber becomes a Converted Subscriber (provided that such subscriber remains a Converted Subscriber on such Closing Date); and provided, further, that Buyer shall have no obligation to pay to Seller a Purchase Price for more than an aggregate of "***" such Converted Subscribers. Buyer's only payment obligation to Seller with respect to each individually billed Eligible Subscriber who is not served pursuant to a Service Agreement is as set forth in this Section 2.2(b) herein2.5.4, and Buyer shall have no obligation to Seller with respect to any Eligible Subscriber who becomes a customer of Buyer, but does not become and remain a Converted Subscriber until the relevant Closing Date, or with respect to any payments received by Buyer from Eligible Subscribers or Converted Subscribers.

Purchase Price. On 3.1 The Purchaser shall, in consideration of the Property, pay the Purchase Price to the Seller. 3.2 The Purchase Price is payable by the Purchaser to the Seller on the Transfer Date; provided that: 3.2.1 the Purchaser shall deposit, the Deposit with the Conveyancers within 7 (seven) days from the Signature Date, which deposit shall be required to be made into the trust account of the Conveyancers, the details of which are recorded in in clause 2.2 of the Sale Agreement; and 3.2.2 For the balance of the Purchase Price,: 3.2.2.1 the Purchaser must deliver guarantees to the Conveyancers, within 21 (twenty one) days after fulfilment of the Suspensive Conditions; which provide that payment in terms and thereof shall be made, free of exchange, to the Conveyancers against receipt by the financial institution of the guarantee from the Conveyancers that registration of transfer of the Property was effected into the name of the Purchaser; alternatively 3.2.2.2 if the Agreement is not subject to the conditions set forth in this AgreementSuspensive Conditions, Bxxxx agrees to pay or cause the balance of the Purchase Price will be required to be paid to Sellers an aggregate deposited with the Conveyancers, within a period of $3,600,000 20 (twenty) business days after the “Purchase Price”) for the Business, which consists Compliance Date; 3.3 Any amounts payable in respect of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash to the escrow accounts Conveyancers, free of bank charges and deductions, and shall be held in trust by the Conveyancers as stakeholder for the benefit of the Sellers Parties, depending upon which becomes entitled thereto, and as honest money set forth on Exhibit D (agent for either. The Conveyancers are authorised to invest the “Escrowed Payment”)monies in an interest-bearing account with a registered financial institution in accordance with the provisions of Section 86(4) of the Legal Practice Act, (b) a balance Act 28 of $1,790,000 2014, for the benefit of the Seller or the Purchaser, depending upon which becomes entitled thereto, which deposit and the interest accrued thereon shall be paid in cash, by wire transfer of immediately available funds the Conveyancers as follows: 3.3.1 on the Transfer Date the Purchase Price will be paid to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 Seller; and 3.3.2 all interest that accrued shall be paid to the Purchaser, less any amounts to be deducted in accordance with the issuance and delivery provisions of Section 86(5) of the Legal Practice Act, Act 28 of 2014. 3.4 The Purchaser agrees to pay to the Conveyancers consideration for the work in respect of the investment of such money, equivalent to 5% (five percent) of the 3.5 Any guarantees to be issued by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase Purchaser, shall be issued in favour of the Financed Business) Seller or its nominee, and (d) $1,200,000 such guarantees shall be paid with payable on the issuance Transfer Date and, if the Purchaser so desires, the simultaneous registration of Convertible Notes (a Convertible Note having a principal amount of $200,000 for bond over the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards the purchase of Jjanga, (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. Property. 3.6 In the event and to the extent the Purchase Price this Agreement is mutually adjusted after the date hereof by the parties hereto cancelled as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on breach of the Business Purchaser or the Acquired AssetsPurchaser failing to comply with the Suspensive Conditions, the parties hereto agree that such adjustment Deposit shall be made to the principal amount waived in favour of the Carry Loan NoteSeller. 3.7 The Purchaser shall be required to comply with FICA and consequently: 3.7.1 any monies to be invested by the Conveyancers as contemplated in clause 3.3, the Convertible Note, or both, and shall cannot be an adjustment invested and accordingly interest cannot accrue thereon until such time as the requirements in terms of FICA have been met; and 3.7.2 the Purchaser hereby renounces any claim for interest, where the claim arises from the Conveyancers being unable to invest the cash amount payable by deposit as a result of the Buyer to the Sellers pursuant to Section 2.2(b) hereinPurchaser not having properly complied with FICA.

Purchase Price. On (a) As payment in for the terms Seller Shares, Purchaser shall pay, in the manner set forth in Section the Purchase Price, as determined in accordance with Sections and subject to (c) hereof. (b) Within five (5) Business Days after of the conditions set forth in this AgreementSections and the Seller shall select two (2) banks from the eight (8) internationally recognized investment banks listed on Section of the Disclosure Schedule (the “Internationallv Investment Banks”) to submit proposals to undertake the Equity Valuation (each a “Nominee” and collectively, Bxxxx agrees the “Nominees”). The Nominees shall deliver quotations for the preparation of the Equity Valuation no later than ten Business Days thereafter. The Seller and the Purchaser shall select the Nominee to pay perform the Equity Valuation based upon the submission of the lowest fee and the most acceptable terms for the conduct of the Equity Valuation. If the Seller and Purchaser cannot agree on such selection, the Seller shall choose the Nominee to conduct the Equity Valuation. All fees and expenses of the Nominee conducting the Equity Valuation shall be paid by the Company. (c) In preparing the Equity Valuation, such investment bank shall consider (i) at least the following methods of valuation: discounted cash flows; comparable transactions; and trading prices of shares of comparable publicly-held companies (applying such methods consistently with the application of such valuation methods and standards in the personal communications networks industry) and (ii) the Indebtedness of the Company. The investment bank shall thereafter present a report of the Equity Valuation within thirty (30) days selection by the Purchaser and the Seller, or cause the Seller, as the case may be, including: other things, an opinion addressed to the Seller that the consideration to be paid received by the Seller for the Seller Shares pursuant to Sellers an aggregate this Agreement is fair to the Seller from a financial point of $3,600,000 view, as of the date of the Equity Valuation. At the Closing, the Purchaser shall deliver to the Seller, in full payment for the Seller Shares and in immediately available funds, such amount as shall be determined by multiplying the percentage of outstanding equity interests of the Company represented by the Seller Shares times the Equity Valuation (the “Purchase Price”) for the Business, which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards the purchase of Jjanga, (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) herein.

Purchase Price. On As consideration for the terms sale, conveyance, assignment, transfer and delivery of the Property by Seller to Buyer, Buyer hereby agrees that the purchase price for the Property shall be $[__________]. The Purchase Price shall be allocated between the Real Property and Personal Property as the parties may reasonably agree prior to Closing. The remaining balance of the Purchase Price, subject to closing adjustments and prorations, after crediting the Deposit, shall be paid in cash or immediately available funds at the Closing. Of the purchase price, the sum of $125,000.00 xxxxxxx money (the “1st Deposit”) shall be paid to First American Title Insurance Company, National Commercial Services, 000 X. Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention: [__________], Telephone Direct: [__________], Mobile: [__________], Fax: [__________], Email: [__________] (the “Escrow Agent”) upon acceptance of this Agreement by Seller. The Deposit shall be applied to the Purchase Price. The additional sum of $25,000.00 xxxxxxx money (the “2nd Deposit”), shall be paid by Buyer to Seller within 3 days after the expiration of the Due Diligence period (as that term is described below). The 1st and 2nd Deposit shall sometimes hereinafter be referred to as the “Deposit”. In the event the Seller defaults on any condition required of Seller after the expiration of the Due Diligence Period and prior to the time set for Closing, Buyer may elect to terminate or rescind this Agreement whereupon the Deposit shall be refunded by the Seller to Buyer and all further rights and obligations of the parties under this Agreement shall terminate, except for any indemnification provisions set forth herein which by their terms survive termination of this Agreement. In the event all of the conditions set forth in this Agreement, Bxxxx agrees to pay or cause Agreement and required to be paid to Sellers an aggregate of $3,600,000 (performed by Seller are satisfied at the “Purchase Price”) time set forth for the BusinessClosing, which consists of and Buyer has not previously terminated this Agreement as permitted herein and Buyer fails to purchase the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000Property as provided herein, of which (a) $10,000 then Seller shall be paid in cash entitled to the escrow accounts of the Sellers as honest money those remedies set forth on Exhibit D (in Section16, provided that the “Escrowed Payment”), (b) a balance within limitation of $1,790,000 liability shall be paid in cash, by wire transfer of immediately available funds not apply to the bank account of the Sellers any indemnification obligation set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards the purchase of Jjanga, (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) herein.

Purchase Price. On The purchase price ("Purchase Price") which Seller agrees to accept and Purchaser agrees to pay for the Property is TWELVE MILLION SEVEN HUNDRED TWENTY THOUSAND DOLLARS ($12,720,000) U.S. The Purchase Price is to be paid as follows: A. Upon execution of this Agreement by Purchaser, Purchaser shall make an earnest money deposit of ONE HUNDRED FIFTY XXXXXXXD DOLLARS ($150,000) U.S. ("Deposit"). The Deposit shall be held in escrow by Commonwealth Land Title Insurance Company (sometimes called the "Deposit Escrowee or the "Title Company") in an interest bearing account pursuant to the terms of a joint order escrow agreement in the form of Exhibit B attached hereto and subject to made a part hereof ("Deposit Escrow Agreement"). Any interest earned on the conditions set forth Deposit shall be considered part of the Deposit. Except as otherwise specifically provided in this Agreement, Bxxxx agrees to pay or cause to the Deposit shall be paid to Sellers Seller and applied to the Purchase Price at Closing (as hereinafter defined). B. On the Closing Date (as hereinafter defined), Purchaser shall pay to the Deposit Escrowee an aggregate amount equal to the Purchase Price less the Deposit, plus or minus prorations as provided herein, via wire transfer in immediately available U.S. funds to a bank account designated by the Deposit Escrowee ("Cash Balance"). Seller acknowledges and agrees that Purchaser may be required to withhold a portion of $3,600,000 the Purchase Price pursuant to Section 1445 of the United States Internal Revenue Code ("Federal Code"), together with any regulations now or hereafter promulgated thereunder, are sometimes collectively referred to below as the "Federal Withholding Provisions.") Any amount properly so withheld by Purchaser (as described in Section 10 below) shall be deemed to have been paid by Purchaser as part of the Purchase Price, and Seller's obligation to consummate the transaction contemplated herein shall not be excused, reduced, terminated or otherwise affected thereby. Notwithstanding the foregoing, however, if Seller delivers at Closing Certificates in the form attached hereto as Exhibit H (the “Purchase Price”) for the Business, which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”"Federal Withholding Certificate"), (b) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 no portion of the Purchase Price shall be allocated towards the purchase of Jjanga, (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinwithheld hereunder.

Purchase Price. On 3.1 The Purchaser shall, in consideration of the Property, pay the Purchase Price to the Seller. 3.2 The Purchase Price is payable by the Purchaser to the Seller on the Transfer Date; provided that: 3.2.1 the Purchaser shall deposit, the Deposit with the Conveyancers within 7 (seven) days from the Signature Date, which deposit shall be required to be made into the trust account of the Conveyancers, the details of which are recorded in in clause 2.2 of the Sale Agreement; and 3.2.2 For the balance of the Purchase Price,: 3.2.2.1 the Purchaser must deliver guarantees to the Conveyancers, within 21 (twenty one) days after fulfilment of the Suspensive Conditions; which provide that payment in terms and thereof shall be made, free of exchange, to the Conveyancers against receipt by the financial institution of the guarantee from the Conveyancers that registration of transfer of the Property was effected into the name of the Purchaser; alternatively 3.2.2.2 if the Agreement is not subject to the conditions set forth in this AgreementSuspensive Conditions, Bxxxx agrees to pay or cause the balance of the Purchase Price will be required to be paid to Sellers an aggregate deposited with the Conveyancers, within a period of $3,600,000 20 (twenty) business days after the “Purchase Price”) for the Business, which consists Compliance Date; 3.3 Any amounts payable in respect of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash to the escrow accounts Conveyancers, free of bank charges and deductions, and shall be held in trust by the Conveyancers as stakeholder for the benefit of the Sellers Parties, depending upon which becomes entitled thereto, and as honest money set forth on Exhibit D (agent for either. The Conveyancers are authorised to invest the “Escrowed Payment”)monies in an interest-bearing account with a registered financial institution in accordance with the provisions of Section 86(4) of the Legal Practice Act, (b) a balance Act 28 of $1,790,000 2014, for the benefit of the Seller or the Purchaser, depending upon which becomes entitled thereto, which deposit and the interest accrued thereon shall be paid in cash, by wire transfer of immediately available funds the Conveyancers as follows: 3.3.1 on the Transfer Date the Purchase Price will be paid to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 Seller; and 3.3.2 all interest that accrued shall be paid to the Purchaser, less any amounts to be deducted in accordance with the issuance and delivery provisions of Section 86(5) of the Legal Practice Act, Act 28 of 2014. 3.4 The Purchaser agrees to pay to the Conveyancers consideration for the work in respect of the investment of such money, equivalent to 5% (five percent) of the interest that accrued on the monies invested by the Buyer Conveyancers. 3.5 Any guarantees to be issued by the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase Purchaser, shall be issued in favour of the Financed Business) Seller or its nominee, and (d) $1,200,000 such guarantees shall be paid with payable on the issuance Transfer Date and, if the Purchaser so desires, the simultaneous registration of Convertible Notes (a Convertible Note having a principal amount of $200,000 for bond over the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards the purchase of Jjanga, (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. Property. 3.6 In the event and to the extent the Purchase Price event: 3.6.1 this Agreement is mutually adjusted after the date hereof by the parties hereto cancelled as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on breach of the Business Purchaser or the Acquired AssetsPurchaser failing to comply with the Suspensive Conditions, the parties hereto agree that such adjustment Deposit shall be made waived in favour of the Seller; or 3.6.2 in the event the Seller fails to comply with the Conditions Precedent, the Deposit will be refunded to the principal amount Purchaser. 3.7 The Purchaser shall be required to comply with FICA and consequently: 3.7.1 any monies to be invested by the Conveyancers as contemplated in clause 3.3, cannot be invested and accordingly interest cannot accrue thereon until such time as the requirements in terms of FICA have been met; and 3.7.2 the Purchaser hereby renounces any claim for interest, where the claim arises from the Conveyancers being unable to invest the deposit as a result of the Carry Loan Note, the Convertible Note, or both, and shall Purchaser not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinhaving properly complied with FICA.

Purchase Price. On the terms and subject to the conditions set forth in this Agreement, Bxxxx agrees to pay or cause to be paid to Sellers an aggregate of $3,600,000 (the “Purchase Price”) for the Business, which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable In consideration for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards the purchase of Jjanga, (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment Buyers shall be made to assume the principal amount of the Carry Loan Note, the Convertible Note, or both, Assumed Liabilities and shall not be an adjustment to the cash amount payable by the Buyer pay to the Sellers at the Closing aggregate cash consideration of (i) $185 million (the "Purchase Price"), minus (ii) the Estimated Adjustment for Collection (such amount, the "Net Purchase Price"). No later than five (5) Business Days prior to the anticipated Closing Date, the Sellers shall deliver to the Buyers a written statement (the "Estimated Collection Adjustment Statement"), calculated in accordance with Schedule II, that is reasonably acceptable to the Buyers, and sets forth the Sellers' good faith calculation, as of 12:01 a.m. (New York City time) on the Closing Date of the Adjustment for Collection (the "Estimated Adjustment for Collection"). The Sellers will make available to the Buyers and their representatives as requested by the Buyers, all books, records and other documents used by the Sellers in preparing the Estimated Collection Adjustment Statement and personnel of the Sellers responsible for preparing or maintaining such books, records and documents. On the Closing Date, the Buyers shall deliver to the Sellers payment, by wire transfer to a bank account designated in writing by the Sellers (such designation to be made at least five (5) Business Days prior to the Closing Date), of immediately available funds in an amount equal to the Net Purchase Price (the "Closing Payment"). (b) If the Buyers object to the Sellers' calculation of the Estimated Adjustment for Collection, the Buyers shall notify the Sellers in writing within two (2) Business Days after receipt of the Estimated Collection Adjustment Statement of its objections thereto (the "Buyers Dispute Notice"). The Buyers Dispute Notice shall specify in reasonable detail the items of the Estimated Adjustment for Collection which are being disputed, shall set forth a reasonably detailed summary of the reasons for such dispute and shall include the Buyers' calculation of the Estimated Adjustment for Collection. (c) At the request of the Buyers or the Sellers, any dispute between the Parties relating to the Estimated Adjustment for Collection that cannot be resolved by them within two (2) Business Days after the Sellers' receipt of the Buyers Dispute Notice shall be referred to the Disputes Auditor for decision, and the decision of the Disputes Auditor shall be final and binding on the Parties. The Parties agree that they will require the Disputes Auditor to render its decision within five (5) Business Days after referral of the dispute to the Disputes Auditor for decision pursuant hereto. In making such decision, the Disputes Auditor shall consider only those items or amounts in the Estimated Collection Adjustment Statement as to Section 2.2(bwhich the Buyers objected in the Buyers Dispute Notice and that remain in dispute between the Buyers and the Sellers. Before referring a matter to the Disputes Auditor, the Parties shall make a good faith attempt to agree on procedures to be followed by the Disputes Auditor (including procedures for presentation of evidence). If the Parties are unable to agree upon procedures before the end of five (5) hereinBusiness Days after the Sellers' receipt of the Buyers Dispute Notice, either Party may refer the dispute to the Disputes Auditor, and the Disputes Auditor shall render its decision as to such dispute in accordance with the terms of this Agreement, including GAAP where such determination is required under this Agreement to be in accordance with GAAP. If the Parties are able to agree upon such procedures before the end of such five (5) Business Day period, they shall, as promptly as practicable, submit evidence in accordance with the procedures agreed upon, and the Disputes Auditor shall decide the dispute in accordance therewith as promptly as practicable. The fees and expenses of the Disputes Auditor for, and relating to, the making of any such decision shall be borne by the Parties equally. (d) The Estimated Collection Adjustment Statement shall be prepared in good faith and in a manner consistent with the methodologies set forth on Schedule II attached hereto.

Purchase Price. On 3.1 The total purchase price for all land plots comprising the terms Land has been set in the amount of EUR 40,524.80 (in words: fourty thousand five hundred twenty four euro and subject eighty eurocents) plus 20% VAT, i.e. the final purchase price including the VAT amounts to the conditions set forth EUR 48,629.76 (in this Agreement, Bxxxx agrees to pay or cause to be paid to Sellers an aggregate of $3,600,000 words: fourty eight thousand six hundred twenty nine euro and seventy six eurocents) (the “Purchase Price”) for the Business, which consists of the HJH ). 3.2 The Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash has been set according to the escrow accounts of the Sellers as honest money set forth Agreement on Exhibit D (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). Future Agreements. 3.3 The Parties also hereto hereby agree that (i) $2,600,000 of the Purchase Price shall be allocated towards paid by, or on behalf of, the purchase of Jjanga, Purchaser within 15 (iififteen) $600,000 days from the day on which the decision of the Cadastral Office that the Purchaser has been registered as sole owner of the Land becomes legally effective (the “Registration” and the “Registration Date”). 3.4 The Purchase Price shall be allocated towards paid to the purchase Seller’s Bank Account. 3.5 The Seller, the Purchaser and the Escrow Agent executed the Escrow Agreement. 3.6 The Seller declares that the amount of HJH EUR 15,000,000 (the “Escrow Amount”) was deposited in the Escrow Account as a deposit securing the due fulfillment of the Seller’s obligation to satisfy any and all of the Purchaser’s Claims related to the Third Party Claims under the terms of this Agreement. The Purchaser is entitled to draw down the Escrow Amount to satisfy any and all of its Claims related to the Third Party Claims in the manner described in Clause 3.11(a) below and subject to the following conditions: (a) a Detrimental Decision is issued with respect to the Third Party Claim (to which the Claim refers); (b) the Purchaser has made request that the Seller resolves the Third Party Claim, while with respect to the Third Party Claim to which the Seller grants a waiver under Clause 3.9, it is deemed that the Purchaser is making such request by receiving the waiver from the Seller; and (c) the Third Party Claim is not fully and finally resolved by the Seller to the satisfaction of the Purchaser within 30 (thirty) days of the Purchaser’s request to the Seller, or within 7 (seven) days of the Purchaser’s request to the Seller in the event that the Third Party Claim has a material adverse effect on the Purchaser’s operation of the Project on the Land. If a Detrimental Decision issued with respect to a Third Party Claim is similar in terms of its factual and legal merits to another Third Party Claim which was previously rejected or otherwise dismissed by a court decision, the Purchaser shall act reasonably and in good faith to determine the best requested remedy under this Agreement; in particular, the Purchaser shall reasonably consider whether defending against the Third Party Claim as envisaged in Clause 4.7 is more appropriate and efficient. 3.7 The Parties hereby agree that in case there is a claimant (or a group of Related Claimants) who has more that one Pending Claim, fulfilment of the draw down condition stated in Clause 3.6(a) hereof with respect to one Pending Claim of such claimant (or group of Related Claimants) shall be deemed fulfilment of the respective draw down condition with respect to all of the Pending Claims of such claimant (or group of Related Claimants). This rule shall apply mutatis mutandis to the procedures under Clauses 3.8 to 3.10 hereof. 3.8 The Purchaser may ask the Seller to waive a fulfillmet of the draw down condition stated in Clause 3.6(a) hereof with respect to any Third Party Claim. Upon such request made by the Purchaser, the Seller and the Purchaser shall discuss, acting reasonably and in good faith, such Third Party Claim, in particular the merits of the respective Third Party Claim and the potential impact on the Purchaser’s reputation and on the Purchaser’s operation of the Project on the Land in case the respective Third Party Claim results in a Detrimental Decision. 3.9 Following the discussions under Clause 3.8, the Seller may waive the draw down condition stated in Clause 3.6(a) hereof with respect to the Third Party Claim in writing; the Seller shall act reasonably and in good faith when deciding on granting of the waiver. 3.10 If the Seller does not waive the draw down condition stated in Clause 3.6(a) hereof with respect to the Third Party Claim in question within four (4) weeks of the Purchaser’s request, the Purchaser may appoint an independent legal expert to opine on the matter (the “Legal Expert”) on the following terms: (a) The Purchaser can select the Legal Expert from the first five international law firms listed in The Legal 500 law firms ranking for the real estate sector in Slovakia that have offices in both the United Kingdom and Slovakia as at the date of such appointment (excluding CMS and White & Case and their affiliated entities). (b) The Purchaser shall instruct the Legal Expert to assess the respective Third Party Claim and provide an assessment to the Parties as to whether in its opinion a success of the claimant under the Third Party Claim is Probable. (c) If under the Legal Expert’s assessment: (i) a success of the claimant under the Third Party Claim is Probable, and if at the same time the claimant’s success under the Third Party Claim would in the opinion of the Purchaser acting reasonably constitute a Detrimental Decision, the draw down condition stated in Clause 3.6(a) hereof shall be deemed waived by the Seller with respect to such Third Party Claim, and the Purchaser may, after fulfilling the conditions stated in Clauses 3.6(b) and 3.6(c) hereof, draw down the Escrow Amount to satisfy its Claim related to the respective Third Party Claim; (ii) a success of the claimant under the Third Party Claim is Probable, and if at the same time the claimant’s success under the Third Party Claim would in the opinion of the Purchaser acting reasonably not constitute a Detrimental Decision, the draw down condition stated in Clause 3.6(a) (along with other conditions under Clause 3.6) must be fulfilled before the Purchaser can draw down the Escrow Amount to satisfy its Claim related to the respective Third Party Claim; (iii) $400,000 a success of the Purchase Price claimant under the Third Party Claim, which is the Pending Claim, is not Probable, and if at the same time the claimant’s failure to succeed under the Third Party Claim would in the opinion of the Purchaser acting reasonably constitute a Detrimental Decision, the draw down condition stated in Clause 3.6(a) hereof shall be allocated deemed waived by the Seller with respect to such Third Party Claim, and the Purchaser may, after fulfilling the conditions stated in Clauses 3.6(b) and 3.6(c) hereof, draw down the Escrow Amount to satisfy its Claim related to the respective Third Party Claim; (iv) a success of the claimant under the Third Party Claim, which is the Pending Claim, is not Probable, and if at the same time the claimant’s failure to succeed under the Third Party Claim would in the opinion of the Purchaser acting reasonably not constitute a Detrimental Decision, the draw down condition stated in Clause 3.6(a) (along with other conditions under Clause 3.6) must be fulfilled before the Purchaser can draw down the Escrow Amount to satisfy its Claim related to the respective Third Party Claim. 3.11 Under the terms of the Escrow Agreement, the Escrow Agent shall release the Escrow Amount (or a part of it) from the Escrow Account as follows: (a) If the Escrow Agent receives an instruction signed by the Purchaser (signature(s) being officially verified) including (i) a statement that the Purchaser has a Claim towards the purchase Seller related to a Third Party Claim, and (ii) the amount of Akusuch Claim, the Escrow Agent shall release the amount of such Claim (up to the amount of the Escrow Amount) to the Purchaser; if the Purchaser requests that the Escrow Agent releases the amount of the Claim (up to the amount of the Escrow Amount) to a third party or parties identified by the Purchaser in the instruction, the instruction must also be signed by the Seller (signature(s) being officially verified); the Seller shall not unreasonably withhold or delay its signing of such instruction; (b) If the Escrow Agent receives an instruction signed by the Purchaser and the Seller (signatures being officially verified) including a statement that there are no existing Third Party Claims with respect to the Land, the Escrow Agent shall release the outstanding balance of the Escrow Amount on the Escrow Account to the Seller; (c) Upon instruction signed by the Purchaser and the Seller (signatures being officially verified) the Escrow Agent shall release the part of the Escrow Amount as indicated in the instruction to the Seller; the Purchaser shall sign such instruction provided that the Parties agree, acting reasonably, that the volume of Third Party Claims with respect to the Land has decreased and the balance of the Escrow Amount on the Escrow Account after the respective release to the Seller would be sufficient enough to cover the probable amount of the outstanding Third Party Claims; (d) On the date of expiry of the Escrow Period (subject to extension under Clause 3.12), the Escrow Agent shall release the outstanding balance of the Escrow Amount on the Escrow Account to the Seller; (e) The Escrow Agent shall deduct the Escrow Agent’s one-off fee for maintaining the Escrow Account in the amount set out in the Escrow Agreement from the Escrow Amount. 3.12 If the Third Party Claims have not been fully settled or resolved six (6) months prior to the expiry of the Escrow Period, the Purchaser and the Seller shall agree, acting reasonably, on a prolongation of the Escrow Period and in such a case they shall send an Escrow Period Extension Notice to the Escrow Agent. Upon the Escrow Agent’s receipt of the Escrow Period Extension Notice, the Escrow Period shall be extended by the period stated in the Escrow Period Extension Notice. If at the same time the Parties agree, acting reasonably, that the balance of the Escrow Amount on the Escrow Account significantly exceeds the probable amount of the outstanding Third Party Claims, the Purchaser and the Seller shall agree on release of the part of the Escrow Amount comprising such excess to the Seller and in such a case they shall send, together with the Escrow Period Extension Notice, an instruction to the Escrow Agent under Clause 3.11(c). 3.13 The Purchaser is entitled to serve an instruction under Clause 3.11(a) anytime during the Escrow Period subject to the conditions under this Agreement. The Purchaser shall be liable for any breach of this obligation to the Seller. Any release of the Escrow Amount from the Escrow Account under Clause 3.11(a) shall be deemed a payment towards a Claim by the Seller to the Purchaser. 3.14 Without prejudice to Clause 3.13, the Purchaser shall be obliged to sign the instruction under Clause 3.11(a) without undue delay after the Purchaser receives the Seller’s written request to release part of the Escrow Amount to settle the Third Party Claims, provided that the Purchaser, acting reasonably, considers such settlement satisfactory. The amount of the Claim in the instruction under Clause 3.11(a) shall be as requested in the Seller’s written request. 3.15 The Purchaser shall sign the instruction under Clause 3.11(b) without undue delay after the Third Party Claims have been settled or resolved to the satisfaction of the Purchaser, acting reasonably. 3.16 The Parties acknowledge that the Escrow Amount and the payments from the Escrow Account are meant to be an additional security for the Purchaser under this Agreement and do not in any way limit or prejudice the Purchaser’s right to claim Losses or any other of its rights which exceed the payments from the Escrow Amount. In the event and that the Escrow Amount is not sufficient to satisfy all of the Claims related to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired AssetsThird Party Claims, the parties hereto agree that such adjustment shall be made Purchaser’s rights to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinoutstanding claims hereunder are unaffected.

Purchase Price. On (a) The aggregate purchase price for the terms and subject to the conditions set forth Interests (as it may be adjusted in accordance with this Agreement, Bxxxx agrees to pay or cause to be paid to Sellers an aggregate of $3,600,000 (the “Purchase Price”) for shall equal the Business, which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which sum of: (ai) $10,000 shall be paid in cash 170,000,000.00; (ii) plus an amount equal to the escrow accounts of Working Capital Excess (if any); (iii) minus an amount equal to the Sellers as honest money set forth on Exhibit D Working Capital Deficit (if any); (iv) plus an amount equal to the Closing Cash; (v) minus an amount equal to the Closing Indebtedness; (vi) minus an amount equal to the Seller Transaction Expenses; and (vii) minus an amount equal to the R&W Costs (not to exceed $750,000). (b) At least five business days prior to the Closing Date, the Seller shall prepare and deliver to the Buyer a certificate (the “Escrowed PaymentEstimated Closing Price Certificate”) setting forth the Seller’s good faith estimate of the Purchase Price (the “Estimated Purchase Price”), which shall include a reasonably detailed calculation of the good faith estimated amount, calculated in accordance with the illustrative calculation set forth in the worksheet attached hereto as Exhibit B (“Worksheet”), of (i) Closing Working Capital (“Estimated Closing Working Capital”), (bii) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds to the bank account of the Sellers set forth on Exhibit E Closing Cash (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business“Estimated Closing Cash”), (ciii) $600,000 shall be paid with Closing Indebtedness (“Estimated Closing Indebtedness”), (iv) Seller Transaction Expenses (“Estimated Seller Transaction Expenses”) and (v) the issuance and delivery R&W Costs, including, if requested by the Buyer (reasonably promptly after such request), all materials used by the Seller in preparing such estimates, including documentation showing in reasonable detail the Seller’s support and computations for each of the foregoing. The R&W Costs shall be determined from reasonable supporting documentation available to Buyer, which shall be provided by Buyer to Seller at least six business days prior to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business)Closing Date. The Parties also hereto agree Buyer and the Seller will negotiate to resolve any disagreements as to such calculations to the extent that (i) $2,600,000 of the Buyer makes any objections thereto prior to the Closing Date. In the event that the Buyer and the Seller are unable to resolve any such disagreement prior to the Closing Date, the Seller’s good faith estimates as set forth in the Estimated Closing Price Certificate will control. An amount equal to the Estimated Purchase Price shall be allocated towards payable at the purchase of Jjanga, (ii) $600,000 of the Purchase Price Closing as described in Section 2.3 below and shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and subject to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto adjustment as a result of an event or condition which has resulted provided in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) herein2.4 below.

Purchase Price. On The purchase price for the terms Vistana Property ("Purchase Price") shall be calculated and paid as follows: (a) The total Purchase Price shall be determined by multiplying the total number of acres or portion thereof in the Vistana Property by ONE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($150,000.00) per acre. (b) A minimum of ONE MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($1,500,000.00), based on a sum equal to ONE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($150,000.00) per acre or portion thereof for the portion of the Vistana Property to be conveyed to Purchaser at the Closing not subject to the conditions set forth in this Agreement, Bxxxx agrees to pay or cause to be paid to Sellers an aggregate of $3,600,000 (the “Purchase Price”) for the Business, which consists lien of the HJH Purchase Price Mortgage (as defined in Section 1.02(c) below), as legally described in Exhibit "F" attached hereto and containing a minimum of $600,000 ten (10) acres ("Initial Development Parcel"), after due credit for costs, credits, prorations and the Financed Business Purchase Price of $3,000,000adjustments as provided herein, of which (a) $10,000 shall be paid in cash by Purchaser to Seller at the escrow accounts time of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, Closing by wire transfer of immediately available funds to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business"Cash Purchase Price"), . (c) $600,000 shall be paid with A purchase money note ("Note") in the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 form attached hereto as Exhibit "G" for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 balance of the Purchase Price shall be allocated towards executed by Purchaser and delivered to Seller at Closing as provided in Section V below. The Note shall be secured by a purchase money mortgage ("Mortgage") in the purchase form attached hereto as Exhibit "H" to be executed by Purchaser and delivered to Seller at Closing encumbering the remainder of Jjangathe Vistana Property not included in the Initial Development Parcel ("Mortgage Property"). The Note and Mortgage shall require that Purchaser make periodic payments of principal, without interest, in amounts sufficient to release portions of the Mortgage Property in accordance with the following schedule, based on an amount equal to ONE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($150,000.00) per acre or portion thereof of the Mortgage Property to be released from the Mortgage: (i) Purchaser shall pay such amount, which together with the amount previously paid for the Initial Development Parcel shall equal at least TWO MILLION TWO HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($2,250,000.00), in order to release so much of the Mortgage Property which is contiguous to the Initial Development Parcel, and which together with the Initial Development Parcel will contain at least fifteen (15) acres, on or before the date which is twenty-one (21) months after the date of Closing. (ii) Purchaser shall pay such amount, which together with the amount previously paid for the Initial Development Parcel and the amount paid pursuant to Subsection 1.02(c)(i) above shall equal at least THREE MILLION AND NO/100 DOLLARS ($600,000 3,000,000.00), in order to release so much of the Purchase Price shall be allocated towards Mortgage Property which is contiguous to the purchase property previously released, and which together with the Initial Development Parcel and the property released pursuant to Subsection 1.02(c)(i) above will contain at least twenty (20) acres, on or before the date which is thirty-three (33) months after the date of HJH and this Closing. (iii) $400,000 The entire remaining principal balance of the Purchase Price Mortgage shall be allocated towards paid by Purchaser in order to release the purchase remainder of Akuthe Mortgage Property from the Mortgage, on or before the date which is forty-five (45) months after the Closing. (iv) The Mortgage Property shall be released in such a manner so that at any time the portion of the Mortgage Property not released is a contiguous parcel without gaps, gores or hiatuses, and so that the southernmost portion of the Vistana Property will be released last. (v) Purchaser shall also use its reasonable best efforts in the design, planned phasing and construction of its Vacation Resort so that at any time the improvements constructed on the portions of the Vistana Property which have been released from the Mortgage will comply with all setback and subdivision requirements applicable thereto without regard to or reliance upon the remaining Mortgage Property for such compliance. In If any of the event Vistana Property is reconveyed to Seller for any reason hereunder, Seller and Purchaser shall reasonably cooperate and grant to each other such easements as are reasonably necessary to comply with such subdivision and setback requirements and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result provide for utilities and storm water drainage and retention for each of an event or condition which has resulted in or their parcels. Seller acknowledges, however, that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment it shall be made responsible for providing its own access to the principal amount any portion of the Carry Loan Note, Vistana Property conveyed back to it hereunder. (vi) Purchaser's obligations under this Section 1.02(c) shall survive the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinClosing of this Agreement.

Purchase Price. On The aggregate purchase price for the terms and subject to the conditions set forth in this Agreement, Bxxxx agrees to pay or cause to be paid to Sellers an aggregate of $3,600,000 Property (the “Purchase Price”) for is the Business, which consists sum of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) FIFTY-FOUR MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($10,000 shall be paid in cash to 54,500,000.00) as adjusted by the escrow accounts amount of the Sellers Estimated Earnout Payment Amount (as honest money set forth on Exhibit D defined below) (the “Escrowed PaymentInitial Funding”); and (b) the Earnout Payments (as defined below) payable by Buyer to Seller in accordance with Article IV below. The Initial Funding shall be payable by Buyer to Seller as follows: (a) Buyer shall, within one (1) Business Day after full execution of this Agreement (“Opening of Escrow”), deliver to Chicago Title & Trust Company (the “Escrow Holder”) located at 000 Xxxxx Xxxxx Xxxxxx, 3rd Floor, Chicago, Illinois, Attn: Xxxxx Xxxxxx, FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($500,000.00) by wire transfer of immediately available good funds to an account designated by Escrow Holder (together with any interest earned thereon, the “Deposit”). The Deposit shall only be refundable to Buyer if Buyer terminates this Agreement in accordance with the provisions of this Agreement which expressly provide for the return of the Deposit to Buyer upon such termination. (b) a balance of $1,790,000 shall be paid in cashBuyer shall, prior to the Closing, deliver to Escrow Holder, by bank wire transfer of immediately available funds to an account designated by Escrow Holder, the bank account Initial Funding less the amount of the Sellers set forth on Exhibit E Deposit, and, if applicable, the Unit Value (which consists as defined below). At the Closing, Escrow Holder shall deliver to Seller the Initial Funding as adjusted to reflect prorations and other adjustments made pursuant to Article VI, and shall cause the TI/Commission Escrow (as defined in Section 4.5) to be funded from the Seller’s proceeds of $295,000 in cash payable the Initial Funding, pursuant to the applicable escrow agreement executed by the parties. Seller and Buyer agree that the Initial Funding may be adjusted upward or downward, as determined by the final lease-up (and compliance with all contingencies for HJH and $1,495,000 in cash payable a funding of Earnout Payments) of the Earnout Spaces for the Financed Business), Property as of the Closing. (c) If applicable, Thirty Million Dollars ($600,000 30,000,000.00), less the amount of the value of the OP Units to be issued to the Affiliate Sellers under the PSA, of the Initial Funding (the “Unit Value”) shall be paid with the issuance and delivery evidenced by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for OP Units to Seller subject to and in accordance with the purchase of HJH terms and a Convertible Note of $1,000,000 for the purchase conditions of the Financed Business)Operating Agreement. The Parties also hereto agree that (i) $2,600,000 allocation of the OP Units among Seller, if any, and the applicable Affiliate Sellers shall be designated by Seller and the Affiliate Sellers not later than November 30, 2012, and memorialized on Schedule 3. Subject to the Affiliate Sellers agreeing to take all OP units, the parties acknowledge that Seller shall have the right to elect not to receive any OP Units, in which event the entire Purchase Price shall be allocated towards the purchase of Jjanga, (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event paid in cash or condition which has resulted immediately available funds in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinaccordance with this Agreement.

Purchase Price. On (a) Purchaser shall pay to Seller the terms and subject to the conditions set forth in this Agreement, Bxxxx agrees to pay or cause to be paid to Sellers an aggregate total sum of Thirty-one Million Six Hundred Twenty-three Thousand Eight Hundred Eighty-seven Dollars ($3,600,000 31,623,887.00) (the “Purchase Price”) for the Business, which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto Seller and Purchaser agree that (i) $2,600,000 of the Purchase Price shall be allocated towards to each Parcel as shown under the purchase term “Purchase Price” on Exhibit “A”, attached hereto, provided, however, that Purchaser may, on not less than seven (7) days’ advance notice to Seller reasonably reallocate the Purchase Price to reflect the values determined in the appraisal (as set forth in Section 10(e) of Jjangathis Agreement), (ii) $600,000 provided that no reallocation shall change the aggregate Purchase Price of the Property set forth above and of the #4 Parcels (hereinafter defined). At Seller’s option, the Purchase Price may be paid to two (2) separate payees, to be designated by the Seller, and reflected on two (2) separate closing statements at Closing. The Purchase Price shall be allocated towards paid as follows: (i) Not later than two (2) business days after the purchase Effective Date, Purchaser shall deliver to Xxxxx Title Company, as agent for Fidelity National Title Company (the “Escrow Agent”) TWO HUNDRED FIFTY THOUSAND AND 00/100 ($250,000.00) DOLLARS (the “Deposit”) in Current Funds, to be held by the Escrow Agent in escrow to be applied and disposed of HJH by the Escrow Agent as is provided in this Agreement. If Purchaser fails to pay the Deposit to the Escrow Agent as herein provided, Seller shall be entitled to declare a default under this Agreement without further notice, whereupon this Agreement shall be terminated and (iii) $400,000 of no further force or effect. Seller shall have the right, notwithstanding, to proceed against the Purchaser for the Deposit as and for liquidated damages. The Deposit shall be applied against the Purchase Price at Closing. As used herein, the term “Current Funds” shall mean wire transfers, certified funds or a cashier’s check in the form acceptable to the Escrow Agent that would permit the Escrow Agent to immediately disburse or deposit such funds. The Deposit shall be allocated towards held and disbursed by the purchase Escrow Agent as more fully set forth in this Agreement and in the Escrow Agreement annexed hereto as Exhibit “B” (“Escrow Agreement”). The risk of Aku. In the event and loss with respect to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment Deposit shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinwith Purchaser.

Purchase Price. On the terms and subject (a) Subject to the conditions set forth adjustments, prorations and credits provided for in this Agreement, Bxxxx agrees to pay or cause the aggregate consideration to be paid by Buyer to Sellers for the purchase of the Assets shall be an aggregate of $3,600,000 amount equal to [***] (the “Purchase Price”) for the Business), which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid by Buyer to Sellers on the Closing Date. (b) Simultaneously with the execution of this Agreement by Sellers and Buyer, Buyer shall deliver to Fidelity National Title Insurance Company, as escrow agent (in such capacity, “Escrow Agent”), cash in an amount equal to [***] (together with all accrued interest thereon, the “Xxxxxxx Money”) in immediately available funds by wire transfer to the Xxxxxxx Money Escrow Account. The Xxxxxxx Money shall be non-refundable to Buyer except as expressly provided in this Agreement. If the Xxxxxxx Money is not deposited by Buyer as and when due and payable hereunder, Sellers shall have the right in Sellers’ sole and absolute discretion to terminate this Agreement, whereupon neither party shall have any further rights or obligations hereunder except for those that expressly survive the termination of this Agreement. Upon delivery by Buyer to Escrow Agent, the Xxxxxxx Money will be deposited by Escrow Agent in the Xxxxxxx Money Escrow Account, and shall be held in escrow accounts in accordance with the provisions of Section 15.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, Buyer shall receive a credit against the Purchase Price for such interest in accordance with the terms of this Agreement. (c) Escrow Agent shall pay a portion of the Sellers as honest money set forth on Exhibit D Xxxxxxx Money in the amount of $100 (the “Escrowed PaymentIndependent Consideration”), ) to Sellers upon the earlier to occur of the Closing (b) a balance of $1,790,000 in which case the Independent Consideration shall be paid in cash, by wire transfer applied as a credit against the Purchase Price) or the termination of immediately available funds this Agreement for any reason. The Independent Consideration constitutes bargained-for consideration for this Agreement and Buyer’s rights hereunder and is expressly acknowledged to the bank account be adequate. The obligation of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to pay the Sellers Independent Consideration to Escrow Agent, and the obligation of Carry Loan Notes (a Carry Loan Note having Escrow Agent to pay the principal amount same to Seller, are unconditional and shall survive any termination of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and this Agreement. (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards the purchase of Jjanga, (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such No adjustment shall be made to the principal amount of Purchase Price except as explicitly set forth in this Agreement. Sellers and Buyer hereby agree that any adjustments to the Carry Loan Note, the Convertible Note, or both, and Purchase Price pursuant to this Agreement shall not be treated as an adjustment to the cash amount payable Purchase Price for tax purposes, unless otherwise required by Applicable Law. (e) This Agreement is intended to be a single unitary agreement, Sellers are required to sell all of the Properties to Buyer pursuant to the terms and provisions of this Agreement, and Buyer is required to purchase all of the Properties from Sellers pursuant to Section 2.2(b) hereinthe terms and provisions of this Agreement. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.

Purchase Price. On the terms and subject to the conditions set forth in this Agreement, Bxxxx (i) The Buyer agrees to pay or cause to be paid to Sellers an aggregate of the Seller ONE MILLION FIVE HUNDRED FIFTY THOUSAND DOLLARS ($3,600,000 1,550,000) (the “"Purchase Price”") for the Business, which consists in consideration of the HJH Target Shares in the manner provided in Section 2(b)(ii) hereof. A portion of the Purchase Price, in the amount of Two Hundred Thousand Dollars ($200,000) (the "Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000Deposit"), of which (a) $10,000 shall be paid by Buyer to Seller in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds to upon the bank account execution by all parties of this Agreement. (ii) In the Sellers set forth on Exhibit E event (which consists of $295,000 in cash payable A) this Agreement is terminated for HJH and $1,495,000 in cash payable for the Financed Business)any reason whatsoever, (cB) $600,000 shall be paid with the issuance and delivery Closing does not occur on or prior to December 31, 1997 for any reason whatsoever, or (C) the real estate transactions contemplated by the Buyer Real Estate Purchase Agreements, forms of which are attached hereto as EXHIBITS G and H, fail to the Sellers close for any reason whatsoever on or before December 31, 1997, then Seller shall, within three (3) days of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH written demand therefor from Buyer, repay and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of refund the Purchase Price Deposit to Buyer in full; provided, however, that (1) if the Closing does not occur on or before October 31, 1997 for any reason other than any breach of Seller or the Target Companies of their respective representations, warranties or covenants hereunder, then Seller shall have the right to retain Twenty-Five Thousand Dollars ($25,000) of said Purchase Price Deposit as earnxxx xxxey and not as a penalty, and (2) if the Closing does not occur on or before November 30, 1997 for any reason other than any breach of Seller or the Target Companies of their respective representations, warranties or covenants hereunder, then Seller shall have the right to retain Fifty Thousand Dollars ($50,000) of said Purchase Price Deposit as earnxxx xxxey and not as a penalty. The $25,000 or $50,000 earnxxx xxxey, as the case may be (the "Earnxxx Xxxey"), shall be allocated towards the purchase sole and exclusive remedy of Jjanga, (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as Seller for damages that are a result of an event the non-occurrence of the Closing for any reason whatsoever. Because the actual damages that the Seller would sustain if the Closing does not occur for any reason whatsoever are uncertain and would be impossible or condition which has resulted in or that is reasonably likely very difficult to result in a Material Adverse Effect on the Business or the Acquired Assetsascertain accurately, the parties hereto agree in good faith that such adjustment the Earnxxx Xxxey would be reasonable and just compensation for the harm caused by the failure of the Closing to occur. Therefore, the Seller acknowledges and agrees to accept said Earnxxx Xxxey, if due and paid hereunder, as liquidated damages, and not as a penalty, in the event the Closing does not occur for any reason whatsoever. (iii) The Purchase Price shall be made paid by Buyer to Seller at Closing by delivery of: (i) its promissory note (the "Buyer Note") in the form of EXHIBIT A attached hereto in the aggregate principal amount of Seven Hundred Seventy-Five Thousand Dollars ($775,000), said Buyer Note to be guaranteed by an Affiliate of Buyer that is mutually acceptable to Buyer and Seller, pursuant to a guaranty of payment ("Note Guaranty") in the Carry Loan Noteform of EXHIBIT F; and (ii) an amount equal to Five Hundred Seventy-Five Thousand Dollars ($575,000), representing the Convertible Notebalance of the Purchase Price minus the Purchase Price Deposit, or bothin cash, and shall not be an adjustment to the cash amount payable by wire transfer or delivery of other immediately available funds. Additionally, upon the Buyer to Closing of the Sellers pursuant to Section 2.2(b) hereintransactions contemplated hereof, Seller shall retain the Purchase Price Deposit.

Purchase Price. On (a) At the terms and subject Closing, the Buyer agrees to pay to the conditions Seller the sum of (i) $55,500,000 (the “Total Consideration”), less (ii) the aggregate amount of the Closing Transaction Expenses (as set forth in this AgreementSection 2.03(b) below), Bxxxx agrees less (iii) the Closing Debt (as set forth in Section 2.03(c) below), (iv) plus or minus the Closing Adjustment (as defined below) (such amount, (i), less (ii), less (iii), plus or minus (iv), being referred to pay or cause to be paid to Sellers an aggregate of $3,600,000 (herein as the “Purchase Price”) for ). If the BusinessClosing Adjustment is a positive amount, which consists of then the HJH Purchase Price of $600,000 and shall be increased by the Financed Business Closing Adjustment. If the Closing Adjustment is a negative amount, then the Purchase Price of $3,000,000, of which (a) $10,000 shall be paid decreased by the Closing Adjustment. The Purchase Price shall be payable in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds to the bank account Seller, in accordance with the written instructions of the Sellers Seller given to Buyer in the Closing Notice. The Purchase Price shall be subject to Post-Closing Adjustment as set forth on Exhibit E in Section 2.09. (which consists of $295,000 b) Any and all Transaction Expenses incurred or accrued by the Business Subsidiaries in cash payable for HJH connection with the Sale shall be set forth in the Closing Notice (the “Closing Transaction Expenses”) and $1,495,000 paid by Buyer to the applicable party pursuant to instructions contained in cash payable for the Financed BusinessClosing Notice at the Closing as a reduction to the Total Consideration in accordance with Section 2.03(a)(ii), . (c) $600,000 The Debt of the Business Subsidiaries (other than Debt for capitalized leases and Debt between the Business Subsidiaries) outstanding as of the Closing Date shall be set forth in the Closing Notice (the “Closing Debt”) and paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (applicable party at the Closing pursuant to instructions contained in the Closing Notice as a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards the purchase of Jjanga, (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and reduction to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted Total Consideration in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to accordance with Section 2.2(b) herein2.03(a)(iii).

Purchase Price. On The purchase price to be paid by Purchaser to Seller for the terms Premises (the "Purchase Price") is FORTY SEVEN MILLION EIGHT HUNDRED THOUSAND AND 00/100 ($47,800,000.00) DOLLARS payable as follows: (a) ONE MILLION AND 00/100 ($1,000,000) DOLLARS (the "Downpayment"), within two (2) business days after the execution and subject delivery of this Agreement by and between Seller and Purchaser, by delivery to the conditions set forth Title Company (as defined in Section 6(a)(i) below)(the Title Company, in its capacity as escrow agent hereunder, is hereinafter referred to as the "Escrow Agent"), by a bank wire transfer, intrabank transfer, or other electronic transfer of immediately available funds to an account designated by Escrow Agent. Purchaser shall cause Escrow Agent to send Seller written notice via telecopier confirming receipt of the Downpayment. If the Downpayment is not paid by Purchaser to the Escrow Agent and such notice is not received by Seller within two (2) business days after the execution and delivery of this Agreement, Bxxxx agrees Seller may terminate this Agreement effective upon the sending of notice to pay Purchaser by telecopier (notwithstanding the notice provisions of Section 23) or cause as otherwise provided in Section 23, whereupon (if Purchaser shall have delivered the Downpayment to Escrow Agent) the Downpayment shall be paid returned to Sellers an aggregate of $3,600,000 Purchaser. The Downpayment (which term, for purposes hereof, includes all interest accrued thereon, if any) shall be held by Escrow Agent in accordance with the “Purchase Price”) for the Business, which consists terms of the HJH Escrow Joinder among Seller, Purchaser and Escrow Agent, a copy of which is annexed hereto as Exhibit "I", in an interest bearing account or money market fund in Jefferson Bank, Philadelphia, Pennsylvania in which the principal balance does not fluctuate in value, it being expressly understood that Purchaser shall be solely responsible to replace promptly any portion of such principal which is reduced due to investment loss or otherwise (which obligation shall survive termination of this Agreement). If the Closing (as defined in Section 4(b)) shall occur, Seller shall be entitled to receive the Downpayment and all interest accrued thereon, if any, and such interest shall be credited against the portion of the Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash payable pursuant to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”Section 2(b), ; and (b) a The balance of $1,790,000 shall the Purchase Price at the Closing by delivery to Seller of a good, unendorsed certified or official bank check, subject to collection, payable to the order of Seller or to such other party or parties as may be paid in cashdesignated by Seller, and drawn on a Clearing House Bank, or at Seller's election, by bank wire transfer of immediately available funds to the bank Seller's account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer or to the Sellers account or accounts of Carry Loan Notes such other party or parties as may be designated by Seller in writing to Purchaser at least two (a Carry Loan Note having 2) business days before the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and Closing Date (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Businessas defined in Section 4(b). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards the purchase of Jjanga, (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) herein).

Purchase Price. On In consideration of the terms sale, assignment, and delivery of the Interest and subject to the terms and conditions set forth in of this Agreement, Bxxxx agrees Buyer shall pay to pay or cause to be Seller FIFTY FIVE MILLION DOLLARS ($55,000,000), reduced by the amount by which the total distributions paid to Sellers an aggregate Seller (whether before or after the Closing Date) in respect of the Interest pursuant to Section 6.3 of the Partnership Agreement with respect to the period from January 1, 2007 through the Closing Date exceed $3,600,000 1 million (the “final result of such calculation, the "Purchase Price”) for "). In the Business, which consists event that one or more distributions with respect to all or any part of such period have been paid to Seller as of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000Closing Date, of which (a) $10,000 shall be paid in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of then the Purchase Price shall be allocated towards reduced at Closing by the purchase amount, if any, by which the total of Jjanga, such distributions exceeded $1 million (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku"Closing Adjustment Amount"). In the event and that one or more distributions with respect to all or any part of such period are paid to Seller after the Closing Date, then, at the time when any such distribution is paid, Seller shall repay to Buyer (as a reduction to the extent Purchase Price) (x) the Purchase Price is mutually adjusted amount by which the total amount of all distributions paid to Seller with respect to such period, both before and after the date hereof Closing Date, exceeded $1 million, minus (y) the Closing Adjustment Amount (if any), minus (z) amounts previously repaid by Seller to Buyer pursuant to this sentence with respect to other post-Closing distributions; provided, however, that following the parties hereto as a result Closing Buyer shall have the right to cause the Partnership to pay the amount Seller is obligated to repay pursuant to this provision directly to Buyer out of an event or condition which the distribution otherwise payable to Seller, in lieu of being repaid by Seller after Seller's receipt of the distribution. Seller hereby acknowledges that it has resulted already received all distributions in or that is reasonably likely respect of the Interest pursuant to result in a Material Adverse Effect on the Business or Partnership Agreement with respect to all periods through December 31, 2006. The amount payable to Seller at Closing pursuant to the Acquired Assets, the parties hereto agree that such adjustment foregoing provisions of this Section shall be made paid by wire transfer in immediately available funds to the principal amount an account designated by Seller at least two business days in advance of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) hereinClosing Date.

Purchase Price. On the terms and subject to the conditions set forth in this Agreement, Bxxxx agrees to pay or cause to be paid to Sellers an aggregate of $3,600,000 (the “Purchase Price”) for the Business, which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 The Purchaser shall be paid in cash purchase the Shares of Peoples Telephone Capital Stock from the Sellers, at a price per share of Peoples Telephone Capital Stock (the "PRICE PER SHARE") equal to the escrow accounts Adjusted Purchase Price (as defined below) divided by 9,832 (being the number of shares of Peoples Telephone Capital Stock issued and outstanding as of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed BusinessClosing Date). The Parties also hereto agree that (i) $2,600,000 of the Adjusted Purchase Price shall be allocated towards the purchase sum of JjangaThirty-Five Million and No/100 Dollars ($35,000,000) minus the Company's Total Long Term Debt as of the Closing Date, (iisuch sum being the "BASE PURCHASE PRICE"), plus or minus "NET WORKING CAPITAL" as defined in accordance with Section 1.2(b) $600,000 of below, and plus the "SECURITIES VALUE" as defined in accordance with Section 1.2(c) below. The Adjusted Purchase Price shall be allocated towards payable in accordance with this Article I, subject to the purchase provisions of HJH and Section 9.2 hereof. (iiib) $400,000 of the The Base Purchase Price shall be allocated towards adjusted by adding to it or subtracting from it, as the purchase of Akucase may be, the Net Working Capital on the Closing Date. In For the event and to purposes hereof, Net Working Capital shall be defined as the Company's current assets minus current liabilities, computed in accordance with GAAP, consistently applied (on a consolidated basis). To the extent the Company's current assets exceed the Company's current liabilities on the Closing Date, the Base Purchase Price is mutually adjusted after shall be increased, dollar for dollar. To the date hereof by extent the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect Company's current liabilities exceed the Company's current assets on the Business or the Acquired AssetsClosing Date, the parties hereto agree that such adjustment Base Purchase Price shall be made decreased, dollar for dollar. The Net Working Capital of the Company shall be based on an estimated closing balance sheet of the Company, which shall be delivered to the principal amount of Purchaser at least ten (10) days prior to the Carry Loan NoteClosing Date, prepared in good faith by Xxxxxxx and Xxxxxx, Certified Public Accountants, LLP, subject to the Convertible NotePurchaser's review and approval thereof, or both, and which shall not be an adjustment unreasonably withheld. (c) The Base Purchase Price shall additionally be adjusted by adding to it the "Securities Value," determined as follows: (i) The value of all shares of capital stock of Illuminet Holdings, Inc. ("ILLUMINET")(NASDAQ Symbol "ILUM") owned by the Company as of the Closing Date shall be determined by multiplying the total number of such shares by the average closing price of a share of Illuminet capital stock on the NASDAQ National Market for the twenty (20) day period ending ten (10) days prior to the cash amount payable Closing Date; and (ii) The value of all shares of Class A Common Stock of Trigon Healthcare, Inc. ("TRIGON")(NYSE Symbol "TGH") owned by the Buyer Company as of the Closing Date shall be determined by multiplying the total number of such shares by the average closing price of a share of Trigon Class A Common Stock on the New York Stock Exchange for the twenty (20) day period ending ten (10) days prior to the Sellers pursuant Closing Date. (d) The sum of the Base Purchase Price, plus or minus the Net Working Capital, plus the Securities Value, all as determined above, shall be referred to Section 2.2(b) hereinherein as the "ADJUSTED PURCHASE PRICE."

Purchase Price. On (a) The purchase price for the terms and subject to Purchased Assets (the conditions set forth in this Agreement"Purchase -------- Price") shall be an aggregate amount of (i) * (the "Base Purchase Price"), Bxxxx agrees to pay or cause to plus ----- ------------------- (ii) the sum of (A) the Inventory Value (as defined below), plus (B) the Prepaid Assets Value (as defined below), minus (C) the Assumed Obligations Value (as defined below), plus (iii) the Concessions Payments (as defined below). (b) The Base Purchase Price shall be paid to Systems, as agent for Sellers an aggregate of $3,600,000 (the “Purchase Price”"Sellers' Agent"), in the amounts and at the times set forth below: -------------- (i) for the Business, which consists one (1) installment of the HJH Purchase Price of Ten Million Dollars ($600,000 and the Financed Business Purchase Price of $3,000,000, of which (a10,000,000) $10,000 shall be paid in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, at Closing by wire transfer of immediately available funds to the bank an account or accounts designated by Sellers' Agent; and (ii) installments of * each shall be paid at each annual anniversary of the Sellers set forth on Exhibit E (which consists Closing Date by wire transfer of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), immediately available funds to an account or accounts designated by Sellers' Agent. (c) $600,000 The Inventory Value, the Prepaid Assets Value and the Assumed Obligations Value shall, subject to adjustment as provided below, be determined based upon the books and records of Sellers and shall be paid set forth in a certificate of Sellers' Agent delivered to Buyer at the Closing, which certificate shall confirm Buyer's estimate of Inventory Value is in conformance with the issuance and delivery by the Buyer to the Sellers definition of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards the purchase of Jjanga, (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of AkuInventory Value below. In the event and that, pursuant to such certificate, the sum of the Inventory Value, plus the Prepaid Assets Value, minus the Assumed Obligations Value (collectively, the "Net Preliminary Values") ---------------------- is a positive number, the Buyer shall deliver such sum to the extent Sellers' Agent at the Purchase Price Closing. In the event that, pursuant to such certificate, the Net Preliminary Values is mutually adjusted a negative number, the Sellers shall deliver such sum to Buyer at the Closing. During the thirty (30) day period after the date hereof by Closing, Buyer and Sellers' Agent shall use commercially reasonable efforts to reach mutual agreement upon the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assetsfinal Inventory Value, Prepaid Assets Value and Assumed Obligations Value. If, based upon such mutual agreement, the parties hereto agree that such adjustment sum of the Inventory Value, plus the Prepaid Assets Value, minus the Assumed Obligations Value (collectively, the "Net Final Values") is greater than (or less than) the ---------------- Net Preliminary Values by more than five percent (5%), Buyer or Seller, as the case may be, shall pay to the other the amount by which the Net Final Values exceeds (or is less than) the Net Preliminary Values. The payments under this Subsection (c) shall be made by wire transfer to an account or accounts designated by Sellers' Agent or Buyer, as the principal amount case may be. * Confidential portion has been omitted and filed separately with the Commission. (d) For purposes of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) herein.this Agreement: