Common use of Purchaser’s Conditions Clause in Contracts

Purchaser’s Conditions. The obligation of Purchaser to purchase Vendor’s interest in and to the Assets is subject to the following conditions precedent, which are inserted herein and made part hereof for the exclusive benefit of Purchaser and may be waived by Purchaser in whole or in part: (a) the representations and warranties of Vendor herein contained shall be true in all material respects when made and as of the Closing Date; (b) the Assigned Contracts shall have been assigned to Purchaser with amended scheduled withdrawals to be negotiated by Purchaser and the applicable third party who shall agree that Purchaser is not in default of such Assigned Contracts for anything occurring prior to the date of the Approval Order; (c) the Excluded Contracts shall have been disclaimed by the Receiver and shall not be required to be assumed by Purchaser as part of the Transaction and Purchaser shall not have incurred any liability for any obligations arising under such Excluded Contracts as a result of any termination thereof or otherwise; (d) the Tidewater Retained Amount shall have been released and paid in full to Tidewater; (e) the outstanding accounts receivable owing by Blaze Energy Ltd. to Tidewater shall have been settled by way of (i) the assignment to Tidewater of the carbon credits associated with the Xxxxxxx River Complex and (ii) the assignment to Tidewater of Blaze Energy Ltd.’s deep mineral rights in the Brazeau area of Alberta, all as more particularly described and set forth in Schedule “G” hereto; (f) the unpaid royalties owing by Blaze Energy Ltd. to Alberta Energy that accrued up to and including the date of the final statement of adjustments under the November 15, 2016 transaction between Blaze Energy Ltd. and Tidewater shall have been paid in full with satisfactory evidence thereof being provided to Tidewater prior to Closing; (g) from the Effective Date until the Closing Date, in Purchaser’s reasonable opinion, the Assets shall have suffered no material, adverse damage or change, caused by Vendor; and (h) all obligations of Vendor contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respects. If any one or more of the foregoing conditions precedent has or have not been satisfied, complied with, or waived by Purchaser, at or before the Closing Date, Purchaser may terminate this Agreement by written notice to Vendor. If Purchaser terminates this Agreement, Vendor and Purchaser shall be released and discharged from all obligations hereunder except as provided in section 11.13.

Purchaser’s Conditions. The obligation 2.1 Each of Purchaser the Seller Warranties and each of the Promoter Warranties (disregarding any reference to purchase Vendor’s interest in and to the Assets is subject to the following conditions precedent, which are inserted herein and made part hereof for the exclusive benefit of Purchaser and may be waived by Purchaser in whole materiality or in part: (aMaterial Adverse Effect contained therein) the representations and warranties of Vendor herein contained shall be true and correct when made and as of the Completion Date as though made at such date (except that any Seller Warranties and any Promoter Warranties that are made as of a specified date shall be true and correct only as of such specified date), in each case except where any failure of such Seller Warranties and Promoter Warranties to be so true and correct is not, a Material Adverse Effect, provided however that each of the Fundamental Seller Warranties and the Fundamental Promoter Warranties shall be true and correct in all material respects when made and as of the Closing Completion Date;. 2.2 There being no breach of the obligations (band for the avoidance of doubt excluding breach of a Seller Warranty or a Promoter Warranty) required to be performed under this Agreement which would individually or in aggregate constitute a material breach of this Agreement at Completion. 2.3 No Material Adverse Effect has occurred since the Assigned Contracts date of this Agreement and continues to exist at Completion. 2.4 The consents and amendments set out in Appendix 16 shall have been assigned obtained in accordance with Appendix 16. 2.5 The Novations set forth in paragraph (A) (1) and (2) of Appendix 17 shall have been effected to the reasonable satisfaction of the Purchaser in the manner contemplated in Appendix 17. 2.6 The Brazil JV Interest Purchase Agreements having been executed and are wholly unconditional in accordance with amended scheduled withdrawals to be negotiated by their terms such that they are capable of being closed in accordance with their terms within 24 hours of Completion. 2.7 The Seller, the Purchaser and the applicable third party who CEV Escrow Agent shall agree that Purchaser is have entered into the CEV Escrow Agreement in accordance with Clause 3.7A and the CEV Escrow Side Letter. 2.8 The Final Individual Accounts will not show a material adverse difference from the Draft Individual Accounts, when taken in default of such Assigned Contracts for anything occurring prior to the date context of the Approval Order;Group as a whole. (c) 2.9 The Final Limited Review Accounts will not show a material adverse difference from the Excluded Contracts Draft Limited Review Accounts. 2.10 The Seller and the Purchaser shall have been disclaimed by entered into the Receiver Regulatory Escrow Agreement in accordance with Clause 3.7B and shall not be required to be assumed by Purchaser as part of the Transaction Seller, the Purchaser, XXX and the India Purchaser shall not have incurred any liability for any obligations arising under such Excluded Contracts as a result of any termination thereof or otherwise; (d) entered into the Tidewater Retained Amount shall have been released and paid in full to Tidewater; (e) the outstanding accounts receivable owing by Blaze Energy Ltd. to Tidewater shall have been settled by way of (i) the assignment to Tidewater of the carbon credits associated with the Xxxxxxx River Complex and (ii) the assignment to Tidewater of Blaze Energy Ltd.’s deep mineral rights in the Brazeau area of Alberta, all as more particularly described and set forth in Schedule “G” hereto; (f) the unpaid royalties owing by Blaze Energy Ltd. to Alberta Energy that accrued up to and including the date of the final statement of adjustments under the November 15, 2016 transaction between Blaze Energy Ltd. and Tidewater shall have been paid in full with satisfactory evidence thereof being provided to Tidewater prior to Closing; (g) from the Effective Date until the Closing Date, in Purchaser’s reasonable opinion, the Assets shall have suffered no material, adverse damage or change, caused by Vendor; and (h) all obligations of Vendor contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respects. If any one or more of the foregoing conditions precedent has or have not been satisfied, complied with, or waived by Purchaser, at or before the Closing Date, Purchaser may terminate this Agreement by written notice to Vendor. If Purchaser terminates this Agreement, Vendor and Purchaser shall be released and discharged from all obligations hereunder except as provided in section 11.13Regulatory Escrow Side Letter.

Purchaser’s Conditions. The It shall be a condition precedent to Purchaser’s obligation of Purchaser to purchase Vendor’s interest in and to the Assets is subject to close each Takedown, that the following conditions precedent, which are inserted herein and made part hereof for the exclusive benefit of Purchaser and may be waived by Purchaser in whole or in part(“Purchaser’s Conditions Precedent”) have been satisfied: (ai) Final Approval of the Entitlements (which Entitlements shall be as required by Section 5(a) of this Agreement) for each respective Takedown by the County and all other applicable Authorities and recordation of the Final Plat thereof and such other Entitlements in the County Records as may be required by the County on or before the applicable Closing Date, as the same may be extended. (ii) Seller’s representations and warranties of Vendor set forth herein contained shall be materially true in all material respects when made and correct as of the Closing Date; (b) the Assigned Contracts shall have been assigned to Purchaser with amended scheduled withdrawals to be negotiated by Purchaser and the applicable third party who shall agree that Purchaser is not in default of such Assigned Contracts for anything occurring prior to the date of the Approval Order; (c) the Excluded Contracts shall have been disclaimed by the Receiver and shall not be required to be assumed by Purchaser as part of the Transaction and Purchaser shall not have incurred any liability for any obligations arising under such Excluded Contracts as a result of any termination thereof or otherwise; (d) the Tidewater Retained Amount shall have been released and paid in full to Tidewater; (e) the outstanding accounts receivable owing by Blaze Energy Ltd. to Tidewater shall have been settled by way of (i) the assignment to Tidewater of the carbon credits associated with the Xxxxxxx River Complex and (ii) the assignment to Tidewater of Blaze Energy Ltd.’s deep mineral rights in the Brazeau area of Alberta, all as more particularly described and set forth in Schedule “G” hereto; (f) the unpaid royalties owing by Blaze Energy Ltd. to Alberta Energy that accrued up to and including the date of the final statement of adjustments under the November 15, 2016 transaction between Blaze Energy Ltd. and Tidewater shall have been paid in full with satisfactory evidence thereof being provided to Tidewater prior to each Closing; (giii) The Title Company shall be committed to issue to Purchaser the applicable Title Policy with the endorsements as Purchaser may request and the Title Company agrees in writing to issue prior to the expiration of the Due Diligence Period, subject only to the Permitted Exceptions accepted by Purchaser in accordance with the provisions of this Contract. (iv) Purchaser obtaining AMC Approval on or before the expiration of the Due Diligence Period. The delivery of a Continuation Notice to Seller shall be deemed to include AMC Approval; (v) Seller’s delivery to Purchaser of satisfactory approval, in writing, of Purchaser’s House Plans as provided in Section 12(d)(i) of this Contract; and (vi) Purchaser shall have received letters from the Effective appropriate Authorities that the Lots have water and sewer tap commitments sufficient for Purchaser’s intended build-out of the Lots, subject to the payment of tap fees and contingent upon completion of the necessary water and sewer infrastructure. If the Purchaser’s Conditions Precedent are not satisfied on or before each respective Closing Date until of other applicable date specified above, Purchaser may: (1) waive the unfulfilled Purchaser’s closing condition, (2) extend the applicable Closing Date for up to thirty (30) days to allow more time for Seller to satisfy the unfulfilled Purchaser’s Condition Precedent, or (3) as its sole remedy hereunder terminate this Contract as to such Takedown and any remaining Takedowns by written notice to Seller, delivered on or before two (2) business days after the applicable Closing Date, in Purchaser’s reasonable opinionwhich case each party shall thereupon be relieved of all further obligations and liabilities under this Contract, except as otherwise provided herein, and the Assets shall have suffered no material, adverse damage or change, caused Deposit made by Vendor; and (h) all obligations of Vendor contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respects. If any one or more of the foregoing conditions precedent Purchaser that has or have not been satisfied, complied with, or waived applied to the Purchase Price for Lots already acquired by Purchaser shall be returned to Purchaser, at or before the Closing Date, Purchaser may terminate this Agreement by written notice to Vendor. If Purchaser terminates this Agreementelects to extend the Closing Date under (2) and the unsatisfied Purchaser’s Condition Precedent is not satisfied as of the last day of the thirty (30) day extension period, Vendor and then Purchaser shall, as its sole remedy, elect to waive or terminate under (1) or (3). Failure to give notice as described above shall be released and discharged from all obligations hereunder except an irrevocable waiver of Purchaser’s right to terminate this Contract as provided in section 11.13to the affected Takedown pursuant to this Section 6(a).

Purchaser’s Conditions. The Purchaser’s obligation to consummate the purchase of Purchaser the Servicing Rights pursuant to purchase Vendor’s interest in and to the Assets this Agreement is subject to the following satisfaction or waiver by the Purchaser of the conditions precedentenumerated in this Section 7.01 on or prior to Initial Certification Date. In addition, which are inserted herein prior to the first Initial Certification Date, the Seller shall have executed and made part hereof for delivered or caused to have executed and delivered the exclusive benefit of Purchaser and may be waived by Purchaser Closing Documents required in whole or in part:Section 7.03. (a) The Seller shall have performed in all material respects all of its covenants and agreements contained herein which are required to be performed by it on or prior to the Initial Certification Date including but not limited to compliance with applicable GNMA Requirements and FHA and VA Regulations; the Servicing Transfer Procedures; and the obligations of the Seller set forth in Article II hereof. (b) All of the representations and warranties of Vendor herein the Seller contained in this Agreement shall be true and correct in all material respects when made and as of the Closing Date; (b) the Assigned Contracts shall have been assigned to Purchaser with amended scheduled withdrawals to be negotiated by Purchaser date such representations and the applicable third party who shall agree that Purchaser is not in default of such Assigned Contracts for anything occurring prior to the date of the Approval Order;warranties are made. (c) Prior to the Excluded Contracts execution of this Agreement, the Purchaser shall have been disclaimed by completed a due diligence review relating to the Receiver Mortgage Loans, the GNMA Requirements and the contents of the Servicing Files and the Seller’s prior servicing activities and shall not have determined in its discretion, that, among other things: (i) the books, records and accounts of the Seller with respect to the Agencies are in order, (ii) the information provided in the Mortgage Loan Schedule is true and correct, (iii) the Mortgage Loans comply with applicable laws, regulations and all GNMA Requirements; (iv) there is no missing or improper documentation; and (v) servicing is being performed in a manner consistent with the servicing that the Purchaser shall be required to be assumed by Purchaser as part perform under the GNMA Requirements. During the conduct of the Transaction Purchaser’s due diligence, the Seller shall provide access to servicing records, loan files and other Seller books and records and will cooperate with the Purchaser shall in completing such due diligence. In the event that (because of the flow nature of the transactions contemplated hereunder) Mortgage Loans have not have incurred any liability yet been identified or segregated into Pools at the time such initial due diligence is performed, the Seller will make available for any obligations arising under such Excluded Contracts as review a result sample of any termination thereof or otherwise;other Mortgage Loans and representative Servicing Files with characteristics similar to those of the Mortgage Loans and related Servicing Files. (d) The approval of the Tidewater Retained Amount shall have been released Purchaser of all documentation, and paid such other agreements and the execution thereof by the Purchaser and the Seller as may be required to effectuate the transfer of the Servicing Rights by the Seller to the Purchaser in full to Tidewater;accordance with the GNMA Requirements. (e) the outstanding accounts receivable owing by Blaze Energy Ltd. to Tidewater shall have been settled by way of (i) the assignment to Tidewater The Seller’s payment of the carbon credits associated with the Xxxxxxx River Complex costs of preparing and (ii) the assignment to Tidewater recording Assignments of Blaze Energy Ltd.’s deep mineral rights in the Brazeau area Mortgages and/or preparing endorsements of AlbertaMortgage Notes, all as more particularly described and set forth in Schedule “G” hereto;required. (f) The Purchaser’s determination in its discretion that the unpaid royalties owing by Blaze Energy Ltd. Seller has the financial ability to Alberta Energy that accrued up to discharge its indemnification and including the date of the final statement of adjustments under the November 15, 2016 transaction between Blaze Energy Ltd. and Tidewater shall have been paid in full with satisfactory evidence thereof being provided to Tidewater prior to Closing;repurchase obligations as set forth herein. (g) from the Effective Date until the Closing Date, in Purchaser’s reasonable opinion, the Assets There shall have suffered no material, adverse damage or change, caused by Vendor; and (h) all obligations of Vendor contained in this Agreement to be performed prior to or at Closing shall not have been timely performed in all material respects. If commenced or, to the knowledge of either party hereto, threatened any one action, suit or more proceeding which is likely to materially and adversely affect the consummation of the foregoing conditions precedent has or have not been satisfied, complied with, or waived by Purchaser, at or before the Closing Date, Purchaser may terminate this Agreement by written notice to Vendor. If Purchaser terminates this Agreement, Vendor and Purchaser shall be released and discharged from all obligations hereunder except as provided in section 11.13transactions contemplated hereby.

Purchaser’s Conditions. The It shall be a condition precedent to Purchaser’s obligation of Purchaser to purchase Vendor’s interest in and to the Assets is subject to close each Takedown, that the following conditions precedent, which are inserted herein (“Purchaser’s Conditions Precedent”) have been satisfied: (i) Final Approval of the Entitlements for each respective Takedown by the County and made part hereof for all other applicable Authorities and recordation of the exclusive benefit of Purchaser Final Plat thereof and such other Entitlements in the County Records as may be waived required by the County on or before the applicable Closing Date, as the same may be extended. (ii) Seller’s representations and warranties set forth herein shall be materially true and correct as of each Closing. (iii) The Title Company shall be irrevocably and unconditionally committed (subject only to Purchaser’s obligation to pay the portion of the Title Policy premium for which Purchaser is responsible under this Contract and satisfaction of any Title Company requirements applicable to Purchaser) to issue to Purchaser the applicable Title Policy with the endorsements as Purchaser may request and the Title Company agrees in writing to issue prior to the expiration of the Due Diligence Period, subject only to the Permitted Exceptions accepted by Purchaser in whole or in part:accordance with the provisions of this Contract. (aiv) the representations and warranties of Vendor herein contained shall be true The Purchaser’s Condition Precedent in all material respects when made and as of the Closing Date;Section 5(b) regarding Offsite Infrastructure Improvements has been satisfied. (bv) The Purchaser’s Condition Precedent in Section 5(b) regarding the Assigned Contracts WWRF Authorizations has been satisfied. (vi) The Joint Improvements Memorandum shall have been assigned to fully executed by all required parties. If the Purchaser’s Conditions Precedent are not satisfied on or before each respective Closing Date, Purchaser with amended scheduled withdrawals to be negotiated by Purchaser and may: (1) waive the unfulfilled Purchaser’s closing condition, (2) extend the applicable third party who shall agree that Purchaser is not in default of such Assigned Contracts Closing Date for anything occurring prior to the date of the Approval Order; (c) the Excluded Contracts shall have been disclaimed by the Receiver and shall not be required to be assumed by Purchaser as part of the Transaction and Purchaser shall not have incurred any liability for any obligations arising under such Excluded Contracts as a result of any termination thereof or otherwise; (d) the Tidewater Retained Amount shall have been released and paid in full to Tidewater; (e) the outstanding accounts receivable owing by Blaze Energy Ltd. to Tidewater shall have been settled by way of (i) the assignment to Tidewater of the carbon credits associated with the Xxxxxxx River Complex and (ii) the assignment to Tidewater of Blaze Energy Ltd.’s deep mineral rights in the Brazeau area of Alberta, all as more particularly described and set forth in Schedule “G” hereto; (f) the unpaid royalties owing by Blaze Energy Ltd. to Alberta Energy that accrued up to thirty (30) days to allow more time for Seller to satisfy the unfulfilled Purchaser’s Condition Precedent, or (3) as its sole remedy hereunder terminate this Contract as to such Takedown and including any remaining Takedowns by written notice to Seller, delivered on or before two (2) business days after the date of the final statement of adjustments under the November 15, 2016 transaction between Blaze Energy Ltd. and Tidewater shall have been paid in full with satisfactory evidence thereof being provided to Tidewater prior to Closing; (g) from the Effective Date until the applicable Closing Date, in which case each party shall thereupon be relieved of all further obligations and liabilities under this Contract, except as otherwise provided herein, and the Deposit made by Purchaser that has not been applied to the Purchase Price for Lots already acquired by Purchaser shall be returned to Purchaser. If Purchaser elects to extend the Closing Date under (2) and the unsatisfied Purchaser’s reasonable opinion, the Assets shall have suffered no material, adverse damage or change, caused by Vendor; and (h) all obligations of Vendor contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respects. If any one or more Condition Precedent is not satisfied as of the foregoing conditions precedent has last day of the thirty (30) day extension period, then Purchaser shall, as its sole remedy, elect to waive or have not been satisfied, complied with, terminate under (1) or waived by (3). Failure to give notice as described above shall be an irrevocable waiver of Purchaser, at or before the Closing Date, Purchaser may ’s right to terminate this Agreement by written notice Contract as to Vendorthe affected Takedown pursuant to this Section 6(b). If Purchaser terminates or is deemed to terminate the Contract pursuant to this Agreementparagraph, Vendor Seller may negate such termination by giving notice to Purchaser that Seller has elected to extend the applicable Closing Date by thirty (30) days for the purpose of continuing its efforts to satisfy the unfulfilled Purchaser’s Condition Precedent, so long a such notice is given within one (1) business day after Purchaser’s termination, and Purchaser shall be released and discharged from all obligations hereunder except as provided in section 11.13again have a termination right pursuant to this Section if such condition is not satisfied during the extended period.

Purchaser’s Conditions. The obligation 2.1 Each of Purchaser the Seller Warranties and each of the Promoter Warranties (disregarding any reference to purchase Vendor’s interest in and to the Assets is subject to the following conditions precedent, which are inserted herein and made part hereof for the exclusive benefit of Purchaser and may be waived by Purchaser in whole materiality or in part: (aMaterial Adverse Effect contained therein) the representations and warranties of Vendor herein contained shall be true and correct when made and as of the Completion Date as though made at such date (except that any Seller Warranties and any Promoter Warranties that are made as of a specified date shall be true and correct only as of such specified date), in each case except where any failure of such Seller Warranties and Promoter Warranties to be so true and correct is not, a Material Adverse Effect, provided however that each of the Fundamental Seller Warranties and the Fundamental Promoter Warranties shall be true and correct in all material respects when made and as of the Closing Completion Date;. 2.2 There being no breach of the obligations (band for the avoidance of doubt excluding breach of a Seller Warranty or a Promoter Warranty) required to be performed under this Agreement which would individually or in aggregate constitute a material breach of this Agreement at Completion. 2.3 No Material Adverse Effect has occurred since the Assigned Contracts date of this Agreement and continues to exist at Completion. 2.4 The consents and amendments set out in Appendix 16 shall have been assigned obtained in accordance with Appendix 16. 2.5 The Novations set forth in paragraph (A) (1), (2) and (3) of Appendix 17 shall have been effected to the reasonable satisfaction of the Purchaser in the manner contemplated in Appendix 17. 2.6 The Brazil JV Interest Purchase Agreements having completed in accordance with amended scheduled withdrawals to be negotiated by their terms. 2.7 The Seller, the Purchaser and the applicable third party who Escrow Agent shall agree have entered into the CEV Escrow Agreement in accordance with Clause 3.7. *** Denotes confidential information that Purchaser is has been omitted from this exhibit and filed separately with the Securities and Exchange Commission. 2.8 The Final Individual Accounts will not show a material adverse difference from the Draft Individual Accounts, when taken in default of such Assigned Contracts for anything occurring prior to the date context of the Approval Order; (c) the Excluded Contracts shall have been disclaimed by the Receiver and shall not be required to be assumed by Purchaser as part of the Transaction and Purchaser shall not have incurred any liability for any obligations arising under such Excluded Contracts Group as a result of any termination thereof or otherwise;whole. (d) the Tidewater Retained Amount shall have been released and paid in full to Tidewater; (e) the outstanding accounts receivable owing by Blaze Energy Ltd. to Tidewater shall have been settled by way of (i) the assignment to Tidewater of the carbon credits associated with the Xxxxxxx River Complex and (ii) the assignment to Tidewater of Blaze Energy Ltd.’s deep mineral rights in the Brazeau area of Alberta, all as more particularly described and set forth in Schedule “G” hereto; (f) the unpaid royalties owing by Blaze Energy Ltd. to Alberta Energy that accrued up to and including the date of the final statement of adjustments under the November 15, 2016 transaction between Blaze Energy Ltd. and Tidewater shall have been paid in full with satisfactory evidence thereof being provided to Tidewater prior to Closing; (g) 2.9 The Final Limited Review Accounts will not show a material adverse difference from the Effective Date until the Closing Date, in Purchaser’s reasonable opinion, the Assets shall have suffered no material, adverse damage or change, caused by Vendor; and (h) all obligations of Vendor contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respects. If any one or more of the foregoing conditions precedent has or have not been satisfied, complied with, or waived by Purchaser, at or before the Closing Date, Purchaser may terminate this Agreement by written notice to Vendor. If Purchaser terminates this Agreement, Vendor and Purchaser shall be released and discharged from all obligations hereunder except as provided in section 11.13Draft Limited Review Accounts.

Purchaser’s Conditions. The obligation 2.1 Each of Purchaser the Seller Warranties and each of the Promoter Warranties (disregarding any reference to purchase Vendor’s interest in and to the Assets is subject to the following conditions precedent, which are inserted herein and made part hereof for the exclusive benefit of Purchaser and may be waived by Purchaser in whole materiality or in part: (aMaterial Adverse Effect contained therein) the representations and warranties of Vendor herein contained shall be true and correct when made and as of the Completion Date as though made at such date (except that any Seller Warranties and any Promoter Warranties that are made as of a specified date shall be true and correct only as of such specified date), in each case except where any failure of such Seller Warranties and Promoter Warranties to be so true and correct is not, a Material Adverse Effect, provided however that each of the Fundamental Seller Warranties and the Fundamental Promoter Warranties shall be true and correct in all material respects when made and as of the Closing Completion Date;. 2.2 There being no breach of the obligations (band for the avoidance of doubt excluding breach of a Seller Warranty or a Promoter Warranty) required to be performed under this Agreement which would individually or in aggregate constitute a material breach of this Agreement at Completion. 2.3 No Material Adverse Effect has occurred since the Assigned Contracts date of this Agreement and continues to exist at Completion. 2.4 The consents and amendments set out in Appendix 16 shall have been assigned to Purchaser obtained in accordance with amended scheduled withdrawals to be negotiated by Purchaser Appendix 16. 2.5 The Novations set forth in paragraph (A) (1) and the applicable third party who shall agree that Purchaser is not in default (2) of such Assigned Contracts for anything occurring prior to the date of the Approval Order; (c) the Excluded Contracts Appendix 17 shall have been disclaimed by effected to the Receiver and shall not be required to be assumed by Purchaser as part reasonable satisfaction of the Transaction and Purchaser shall not have incurred any liability for any obligations arising under such Excluded in the manner contemplated in Appendix 17. 2.6 Such number of Senior Management Contracts as a result of any termination thereof or otherwise; (d) the Tidewater Retained Amount Parties agree in writing shall have been released entered into and paid not terminated, and such number of Senior Managers shall still be able to work. 2.7 The Final Individual Accounts will not show a material adverse difference from the Draft Individual Accounts, when taken in full to Tidewater;the context of the Group as a whole. (e) 2.8 The Final Limited Review Accounts will not show a material adverse difference from the outstanding accounts receivable owing by Blaze Energy Ltd. to Tidewater Draft Limited Review Accounts. 2.9 The Identified *** Assets shall have been settled by way of (i) transferred to the assignment to Tidewater of the carbon credits associated with the Xxxxxxx River Complex and (ii) the assignment to Tidewater of Blaze Energy Ltd.’s deep mineral rights in the Brazeau area of Alberta, all as more particularly described and set forth in Schedule “G” hereto; (f) the unpaid royalties owing by Blaze Energy Ltd. to Alberta Energy that accrued up to and including the date of the final statement of adjustments under the November 15, 2016 transaction between Blaze Energy Ltd. and Tidewater shall have been paid in full with satisfactory evidence thereof being provided to Tidewater prior to Closing; (g) from the Effective Date until the Closing Date, in Purchaser’s reasonable opinion, the Assets shall have suffered no material, adverse damage or change, caused by Vendor; and (h) all obligations of Vendor contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respects. If any one or more of the foregoing conditions precedent has or have not been satisfied, complied with, or waived by Purchaser, at or before the Closing Date, Purchaser may terminate this Agreement by written notice to Vendor. If Purchaser terminates this Agreement, Vendor and Purchaser shall be released and discharged from all obligations hereunder except as provided in section 11.13Company.

Purchaser’s Conditions. The obligation of Purchaser to purchase Vendor’s interest in and to consummate the Assets is transactions contemplated by this Agreement are subject to the fulfillment on or before the Closing Date of the following conditions precedent, which are inserted herein and made part hereof for the exclusive benefit of Purchaser and may be waived by Purchaser in whole or in partconditions: (a) All Required Consents (as such term is defined in Section 7.18 hereof) shall have been obtained, in form and substance reasonably satisfactory to Purchaser, with no change in the terms of any of the Assumed Agreements, and no conditions imposed on the transfer of any thereof, in each case without the prior written approval of Purchaser, and shall be in full force and effect on the Closing Date. (b) All of the representations and warranties of Vendor herein Seller contained in this Agreement and in documents referred to herein, the Schedules and Exhibits annexed hereto and all Transfer Documents (as such term is defined in Section 6.3 hereof) and closing certificates delivered pursuant hereto or in connection with the consummation of the transactions contemplated hereby and all exhibits and schedules thereto shall be true on the Closing Date as if then made (except to the extent waived hereunder or as affected by the transactions contemplated hereby or by the conduct of the Business by Seller in the manner provided in Section 7.11 hereof). Seller shall have performed and complied with all material respects when made other covenants, agreements and as conditions required by this Agreement, including, without limitation, all of the Schedules hereto, to be performed or complied with by it prior to or on the Closing Date; (b) the Assigned Contracts ; and Purchaser shall have been assigned to furnished with a certificate executed on behalf of Seller, dated the Closing Date, representing and certifying in such detail as Purchaser with amended scheduled withdrawals to be negotiated by Purchaser and the applicable third party who shall agree that Purchaser is not in default of such Assigned Contracts for anything occurring prior may reasonably request, to the date fulfillment of the Approval Order;foregoing conditions. (c) All documents and proceedings of Seller in connection with the Excluded Contracts transactions contemplated hereby, including, without limitation, those referred to in this Section 6.1, shall have been disclaimed approved as to form and substance by the Receiver Purchaser and its counsel, which approval shall not be required to be assumed by Purchaser as part of the Transaction and Purchaser shall not have incurred any liability for any obligations arising under such Excluded Contracts as a result of any termination thereof or otherwise;unreasonably withheld. (d) the Tidewater Retained Amount Seller shall have been released delivered to Purchaser all Transfer Documents, in form and paid substance reasonably satisfactory to Purchaser and its counsel, an opinion of counsel by Seller's counsel in full to Tidewater;the form annexed hereto as Exhibit 6.1(d), and all such other certificates as Purchaser or its counsel may reasonably request. (e) No action or proceeding shall be pending or, to the outstanding accounts receivable owing by Blaze Energy Ltd. knowledge of Seller or Purchaser, threatened before any court or governmental body to Tidewater shall have been settled by way of (i) the assignment to Tidewater of the carbon credits associated with the Xxxxxxx River Complex and (ii) the assignment to Tidewater of Blaze Energy Ltd.’s deep mineral rights in the Brazeau area of Alberta, all as more particularly described and set forth in Schedule “G” hereto; (f) the unpaid royalties owing by Blaze Energy Ltd. to Alberta Energy that accrued up to and including the date of the final statement of adjustments under the November 15, 2016 transaction between Blaze Energy Ltd. and Tidewater shall have been paid in full with satisfactory evidence thereof being provided to Tidewater prior to Closing; (g) from the Effective Date until the Closing Date, in Purchaser’s reasonable opinion, the Assets shall have suffered no material, adverse damage restrain or change, caused by Vendor; and (h) all obligations of Vendor contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respects. If any one or more of the foregoing conditions precedent has or have not been satisfied, complied withprohibit, or waived by Purchaserto obtain material damages in respect of, at or before the Closing Date, Purchaser may terminate this Agreement by written notice to Vendor. If Purchaser terminates this Agreement, Vendor and Purchaser shall be released and discharged from all obligations hereunder except as provided in section 11.13.or the consummation

Purchaser’s Conditions. The obligation of Purchaser to purchase Vendor’s interest complete the Purchase in and to the Assets is accordance with this Agreement shall be subject to the satisfaction of, or compliance with, at or before the Closing Time, each of the following conditions precedent(collectively, the “Purchaser’s Conditions”) each of which are is acknowledged to be inserted herein and made part hereof for the exclusive benefit of Purchaser and may be waived by Purchaser in whole or in part: (a) the 7.1 Correctness and Accuracy of Representations and Warranties The representations and warranties of Vendor herein contained in Article 4 shall be true correct and accurate in all material respects when as at the Closing Time with the same effect as if made at and as of the Closing Date; Time (b) the Assigned Contracts shall have been assigned to Purchaser with amended scheduled withdrawals to be negotiated by Purchaser and the applicable third party who shall agree that Purchaser is not in default of such Assigned Contracts for anything occurring prior except to the date of the Approval Order; (c) the Excluded Contracts shall have been disclaimed by the Receiver extent those representations and shall not be required warranties expressly relate to be assumed by Purchaser as part of the Transaction and Purchaser shall not have incurred any liability for any obligations arising under such Excluded Contracts as a result of any termination thereof or otherwise; (d) the Tidewater Retained Amount shall have been released and paid in full to Tidewater; (e) the outstanding accounts receivable owing by Blaze Energy Ltd. to Tidewater shall have been settled by way of (i) the assignment to Tidewater of the carbon credits associated with the Xxxxxxx River Complex and (ii) the assignment to Tidewater of Blaze Energy Ltd.’s deep mineral rights in the Brazeau area of Alberta, all as more particularly described and set forth in Schedule “G” hereto; (f) the unpaid royalties owing by Blaze Energy Ltd. to Alberta Energy that accrued up to and including the date of the final statement of adjustments under the November 15, 2016 transaction between Blaze Energy Ltd. and Tidewater shall have been paid in full with satisfactory evidence thereof being provided to Tidewater prior to Closing; (g) from the Effective Date until the Closing Datean earlier date, in Purchaser’s reasonable opinion, the Assets which case such representations and warranties shall have suffered no material, adverse damage or change, caused by Vendor; and (h) all obligations of Vendor contained in this Agreement to be performed prior to or at Closing shall have been timely performed correct and accurate in all material respects. If any one respects on and as of such earlier date, and except to the extent those representations and warranties are affected by actions or more of the foregoing conditions precedent has or have not been satisfied, complied with, omissions consented to or waived by Purchaser), and Purchaser shall have received a certificate to that effect at or before the Closing Time from a Senior Officer of Vendor. 7.2 Performance of Obligations Vendor shall, at or before the Closing DateTime, Purchaser may terminate have performed or complied with, in all material respects, all its obligations, covenants and agreements under this Agreement required to be performed or complied with by written notice it prior to Vendor. If Purchaser terminates this Agreementor on the Closing Time, Vendor and Purchaser shall have received a certificate to that effect at or before the Closing Time from a Senior Officer of Vendor. 7.3 Governmental Approvals, Consents, and Authorizations (a) The Required Approvals shall have been obtained and shall be released in full force and discharged effect. (b) All other Authorizations of any Government Authority required in connection with the completion of the Purchase in accordance with this Agreement shall have been obtained and be in full force and effect, other than any such Authorizations, the failure of which to obtain would not enjoin, materially restrict, prohibit or make illegal the Purchase. (c) There shall not be in effect any Applicable Law which enjoins, materially restricts, prohibits or makes illegal the Purchase, provided that all Authorizations from all obligations hereunder except as provided Government Authorities have been obtained. 7.4 Other Consents and Approvals All Authorizations (other than Authorizations from a Government Authority) required in section 11.13connection with the completion of the Purchase in accordance with this Agreement shall have been obtained, other than those consents and approvals, the failure of which to obtain, individually or in the aggregate, would not enjoin, materially restrict, prohibit or make illegal the completion of the Purchase in accordance with this Agreement. 7.5 No Injunctions or Restraints No restraining order, injunction or other order or decree issued by any Government Authority of competent jurisdiction enjoining, restraining or otherwise preventing the completion of the Purchase in accordance with this Agreement shall be in effect; provided, however, that each of the Parties shall use commercially reasonable efforts to prevent the entry of any such restraining order, injunction or other order or decree and to cause any such restraining order, injunction or other order or decree that may be entered to be vacated or otherwise rendered of no effect.

Purchaser’s Conditions. The Purchaser's obligation of Purchaser to purchase Vendor’s interest in the Property at Closing and to pay the Assets Purchase Price is subject expressly conditioned upon the following (unless waived or deemed waived pursuant to the following conditions precedentprovisions of this Agreement, which are inserted herein or otherwise in a writing signed by Purchaser): 10.1.1 Each Seller's warranties and made part hereof for the exclusive benefit of Purchaser and may be waived by Purchaser representations set forth in whole or in part: (a) the representations and warranties of Vendor herein contained Article 6 herein, as updated pursuant to Section 6.4, shall be true and correct in all material respects when made as of the date of Closing. Sellers shall have performed in all material respects all covenants required to be performed by it under this Agreement at or prior to the Closing Date and Sellers shall not have breached in any material respect any covenants that prevent Purchaser from fulfilling its obligations under this Agreement. Seller shall have executed and delivered all documents and instruments required to be executed and delivered by it under this Agreement at the Closing. 10.1.2 At Closing, Sellers shall deliver estoppel certificates in all material respects in the form of Exhibit 10.1.2, dated no earlier than the Effective Date, from all Required Tenants and from an aggregate of Tenants representing not less than seventy-five percent (75%) of the rentable square feet with respect to each Project (exclusive of the Rio Hondo Outparcel Space, the Rio Hondo Expansion Space, the CompUSA Space and occupants under temporary license and concession agreements). Sellers shall use commercially reasonable efforts to obtain estoppel certificates from all other Tenants ("Other Estoppels"). Notwithstanding the foregoing sentence, if any tenant estoppel certificate shall contain or otherwise disclose a material substantive exception from the form of "clean" estoppel certificate as provided in the form of Exhibit 10.1.2, the same shall still be treated as the delivery of a tenant estoppel certificate for purposes of this Section 10.1.2, provided that (i) if any such disclosure evidences a material deviation from the matters set forth in Exhibit 1.1.51 or from the information set forth in the Leases and such deviation is or results in a specified or readily ascertainable dollar amount, such estoppel certificate shall be deemed an update of Sellers' representations under Section 6.4 and Sellers and Purchaser shall have the rights, remedies and obligations set forth in Section 6.4 with respect thereto, or (ii) if any such disclosure evidences a material deviation from the matters set forth in Exhibit 1.1.51 or from the information set forth in the Leases and such deviation is not a specified or readily ascertainable dollar amount, Purchaser shall be entitled to (a) terminate this Agreement in its entirety and receive the Deposit, or (b) waive the requirement and close without reduction in the Purchase Price. In the event Sellers are unable to deliver one hundred percent (100%) of the Other Estoppels (for this purpose, again excluding occupants under temporary license and concession agreements), Sellers shall furnish Sellers' estoppels (each a "Seller Estoppel Certificate") in the form of Exhibit 10.1.2, dated as of the Closing Date; . A Seller Estoppel Certificate shall be deemed a representation from Sellers which shall survive Closing for the Survival Period; provided if after Sellers deliver a Seller Estoppel Certificate on behalf of a tenant, the applicable tenant delivers an estoppel certificate (and such estoppel certificate does not state any materially different information from that set forth in the Seller Estoppel Certificate), except as set forth in Section 13.14.4, the Seller PURCHASE AND SALE AGREEMENT CRV PROPERTY PAGE 43 Estoppel Certificate shall be of no further force and effect. In the event Sellers are unable to comply with the preceding provisions of this Section 10.1.2, Purchaser shall be entitled to (a) terminate this Agreement in its entirety and receive the Deposit, or (b) waive the Assigned Contracts requirement and close without reduction in the Purchase Price. Anything to the contrary herein notwithstanding, Purchaser hereby acknowledges that many tenants have their own forms of estoppel letter, and delivery of such alternative forms shall satisfy the conditions of this Section 10.1.2 provided that the tenants using such alternative forms do not disclose therein (a) the existence of unresolved material claims against a Seller (as landlord) which shall survive Closing, or (b) matters materially inconsistent with Seller's' representations set forth in this Agreement or in the Exhibits attached hereto. 10.1.3 At Closing, Sellers shall deliver estoppel certificates in all material respects in the form of Exhibit 10.1.3, dated no earlier than the Approval Date, from each of party to an REA (other than Sellers) for which Purchaser has requested an estoppel pursuant to Section 4.2.4, provided that if Sellers are unable to obtain any such estoppel certificates from such parties, Sellers shall deliver estoppels from Sellers in the form of Exhibit 10.1.3, dated as of the Closing Date. In the event Sellers are unable to comply with the preceding provisions of this Section 10.1.3, Purchaser's remedies shall be limited to (a) terminating this Agreement in its entirety and receiving the Deposit, or (b) waiving the requirement and closing without reduction in the Purchase Price. 10.1.4 Subject only to payment of all premiums for same, the Title Company shall be prepared to issue at Closing (or prepared to unconditionally commit to issue at Closing, with no "gap" exception) its base title policies in the required form subject only to the Permitted Exceptions. 10.1.5 Purchaser shall have been assigned to Purchaser with amended scheduled withdrawals to be negotiated by Purchaser and obtained the applicable third party who shall agree that Purchaser is not in default written consent of such Assigned Contracts for anything occurring prior Lender to the transactions set forth herein ("Lender's Consent"). Promptly after the date of the Approval Order; (c) the Excluded Contracts shall have been disclaimed by the Receiver and shall not be required to be assumed by Purchaser as part of the Transaction hereof, Sellers and Purchaser shall not have incurred any liability apply for any obligations arising under such Excluded Contracts as a result of any termination thereof or otherwise; (d) the Tidewater Retained Amount shall have been released and paid in full to Tidewater; (e) the outstanding accounts receivable owing by Blaze Energy Ltd. to Tidewater shall have been settled by way of (i) the assignment to Tidewater of the carbon credits associated with the Xxxxxxx River Complex and (ii) the assignment to Tidewater of Blaze Energy Ltd.’s deep mineral rights in the Brazeau area of Alberta, all as more particularly described and set forth in Schedule “G” hereto; (f) the unpaid royalties owing by Blaze Energy Ltd. to Alberta Energy that accrued up to and including the date of the final statement of adjustments under the November 15, 2016 transaction between Blaze Energy Ltd. and Tidewater shall have been paid in full with satisfactory evidence thereof being provided to Tidewater prior to Closing; (g) from the Effective Date until the Closing DateLender's Consent and, in Purchaser’s reasonable opinionconnection therewith, the Assets Purchaser shall have suffered no material, adverse damage furnish accurate and complete financial and background information regarding Purchaser as requested by Lender or change, caused by Vendor; and (h) all obligations of Vendor contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respectsServicer. If any one or more of the foregoing conditions precedent has or have Lender's Consent is not been satisfied, complied with, or waived by Purchaser, at received on or before the Closing Date, then Sellers or Purchaser may shall have the right to adjourn the Closing for up to ninety (90) days in order for Purchaser to obtain Lender's Consent. If Lender's Consent is not received within such ninety (90) day period, either Sellers or Purchaser may, upon ten (10) days' prior written notice, terminate this Agreement by written notice to Vendor. If Purchaser terminates this Agreement(unless Lender's Consent is received within such ten (10) day period, Vendor and Purchaser in which case, such termination shall be released null and discharged from all obligations hereunder except void). 10.1.6 No event of default shall exist and be continuing under the Loan Documents. 10.1.7 On the Closing Date, if less than the entire Rio Hondo Outparcel Space is subject to lease(s) and the annual base rent payable under any executed Rio Hondo Outparcel Space Leases is less than $300,000 per annum, CRV Rio Hondo shall enter into an agreement with Purchaser (the "Income Support Agreement") in the form annexed hereto as provided in section 11.13Exhibit 10.1.

Purchaser’s Conditions. The respective obligation of each Purchaser to consummate the purchase Vendor’s interest in and to of the Assets is Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions precedent, (any or all of which are inserted herein and made part hereof for the exclusive benefit of Purchaser and may be waived by such Purchaser in writing, in whole or in part:part with respect to its Purchased Units, to the extent permitted by applicable Law): (ai) the representations and warranties of Vendor herein contained Crosstex shall be true in all material respects when made and as have given each Purchaser at least two (2) Business Days prior written notice of the Closing Date; (bii) since the Assigned Contracts date of this Agreement, no Crosstex Material Adverse Effect shall have occurred and be continuing; (iii) since the date of this Agreement, Chief and its Subsidiaries shall not have experienced a Material Adverse Effect (as defined in the Chief Acquisition Agreement); (iv) Crosstex shall have consummated the Chief Asset Acquisition pursuant to the Chief Acquisition Agreement; (v) each of the conditions set forth in Section 2.05(b) of the XTXI Purchase Agreement (other than 2.05(b)(iii)) shall have been assigned satisfied; (vi) the Devon Acquisition shall have been consummated pursuant to Purchaser the Devon Acquisition Agreement; (vii) Crosstex shall have entered into a revised gas gathering agreement with amended scheduled withdrawals Devon on terms substantially similar to those discussed with the purchasers; (viii) no notice of delisting shall have been received by Crosstex and a notification form and supporting documentation, if any, related to the Common Units issuable on conversion of the Purchased Units shall have been filed with the NASDAQ; (ix) Crosstex shall have performed and complied with the covenants and agreements contained in this Agreement which are required to be negotiated performed and complied with by Purchaser and the applicable third party who shall agree that Purchaser is not in default of such Assigned Contracts for anything occurring Crosstex on or prior to the date of the Approval OrderClosing Date; (cx) the Excluded Contracts representations and warranties of Crosstex contained in this Agreement that are qualified by materiality or Crosstex Material Adverse Effect shall have been disclaimed by be true and correct as of the Receiver Closing Date as if made on and as of the Closing Date and all other representations and warranties shall not be true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date (except that representations made as of a specific date shall be required to be assumed by Purchaser true and correct as part of the Transaction and Purchaser shall not have incurred any liability for any obligations arising under such Excluded Contracts as a result of any termination thereof or otherwisedate only); (dxi) the Tidewater Retained Amount Crosstex shall have been released and paid delivered, or caused to be delivered, to the Purchasers at the Closing, Crosstex’s closing deliveries described in full to Tidewater; (e) the outstanding accounts receivable owing by Blaze Energy Ltd. to Tidewater shall have been settled by way of (i) the assignment to Tidewater of the carbon credits associated with the Xxxxxxx River Complex and (ii) the assignment to Tidewater of Blaze Energy Ltd.’s deep mineral rights in the Brazeau area of Alberta, all as more particularly described and set forth in Schedule “G” hereto; (f) the unpaid royalties owing by Blaze Energy Ltd. to Alberta Energy that accrued up to and including the date of the final statement of adjustments under the November 15, 2016 transaction between Blaze Energy Ltd. and Tidewater shall have been paid in full with satisfactory evidence thereof being provided to Tidewater prior to Closing; (g) from the Effective Date until the Closing Date, in Purchaser’s reasonable opinion, the Assets shall have suffered no material, adverse damage or change, caused by VendorSection 2.06; and (hxii) all obligations of Vendor contained in this Agreement to be performed prior to or at Closing Crosstex shall have been timely performed amended the Partnership Agreement in all material respects. If any one or more substantially the form attached as Exhibit C hereto, with such changes as the parties hereto agree, to provide for the issuance of the foregoing conditions precedent has or have not been satisfied, complied with, or waived by Purchaser, at or before the Closing Date, Purchaser may terminate this Agreement by written notice to Vendor. If Purchaser terminates this Agreement, Vendor and Purchaser shall be released and discharged from all obligations hereunder except as provided in section 11.13Senior Subordinated Series C Units.

Purchaser’s Conditions. The It shall be a condition precedent to Purchaser’s obligation of Purchaser to purchase Vendor’s interest in and to the Assets is subject to close each Takedown, that the following conditions precedent, which are inserted herein and made part hereof for the exclusive benefit of Purchaser and may be waived by Purchaser in whole or in part(“Purchaser’s Conditions Precedent”) have been satisfied: (ai) Final Approval of the representations Entitlements for the applicable Takedown by the County and warranties all other applicable Authorities and recordation in the County Records of Vendor herein contained shall the Final Plat for the Lots to be true in all material respects when made acquired at such Takedown and such other Entitlements, as may be required by the County, on or before the applicable Closing Date, as the same may be extended, and delivery from Seller of the Closing Date;Notice. (bii) the Assigned Contracts Seller shall have been assigned satisfied, or reasonably determines it will be able to satisfy (and Purchaser reasonably concurs with amended scheduled withdrawals to be negotiated by Purchaser and such determination), the applicable third party who shall agree Interchange Condition, such that Purchaser is not in default of such Assigned Contracts for anything occurring prior to the date of the Approval Order; (c) the Excluded Contracts shall have been disclaimed by the Receiver and shall not be required to prevented from obtaining building permits for such Lots no later than the applicable Substantial Completion Deadline (as set forth in the Lot Development Agreement) and will not be assumed by Purchaser as part prevented from obtaining certificates of the Transaction and Purchaser shall not have incurred any liability occupancy for any obligations arising under such Excluded Contracts Houses solely as a result of any termination thereof or otherwise;Seller’s failure to timely satisfy the necessary Interchange Upgrades. (diii) Seller’s representations and warranties set forth herein shall be materially true and correct as of the Tidewater Retained Amount applicable Closing. (iv) The Title Company shall be irrevocably and unconditionally committed (subject only to Purchaser’s obligation to pay the portion of the Title Policy premium for which Purchaser is responsible under this Contract and satisfaction of any Title Company requirements applicable to Purchaser) to issue to Purchaser the applicable Title Policy with the endorsements as Purchaser may request and the Title Company agrees in writing to issue prior to the expiration of the Due Diligence Period, subject only to the Permitted Exceptions accepted by Purchaser in accordance with the provisions of this Contract. (v) The Joint Improvements Memorandum shall have been released and paid in full to Tidewater;fully executed by all required parties. (evi) the outstanding accounts receivable owing by Blaze Energy Ltd. to Tidewater There shall have been settled by way of (i) no material adverse change to the assignment to Tidewater of the carbon credits associated with the Xxxxxxx River Complex and (ii) the assignment to Tidewater of Blaze Energy Ltd.’s deep mineral rights in the Brazeau area of Alberta, all as more particularly described and set forth in Schedule “G” hereto;Property. (fvii) If Purchaser delivered its proposed House Plans (hereafter defined) to Seller, receipt of written approval of same from Seller as provided in Section 12(d)(i) of this Contract. (viii) With respect to the unpaid royalties owing by Blaze Energy Ltd. to Alberta Energy that accrued up to and including the date of the final statement of adjustments under the November 15First Closing only, 2016 transaction between Blaze Energy Ltd. and Tidewater Seller shall have been paid in full with satisfactory evidence thereof being provided to Tidewater Purchaser written assurance in form reasonable acceptable to Purchaser that, prior to Closing; (g) from the Effective Date until the Takedown 2 Closing Date, in Seller is expected to secure all necessary Entitlements and satisfy all conditions precedent to the Second Closing for the purchase by Purchaser of at least 40 Lots. If the Purchaser’s reasonable opinion, the Assets shall have suffered no material, adverse damage or change, caused by Vendor; and (h) all obligations of Vendor contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respects. If any one or more of the foregoing conditions precedent has or have Conditions Precedent are not been satisfied, complied with, or waived by Purchaser, at satisfied on or before the a respective Closing Date, Purchaser may may: (1) waive the unfulfilled Purchaser’s Condition Precedent and proceed to Closing, (2) extend the applicable Closing Date for up to thirty (30) days to allow more time for Seller to satisfy the unfulfilled Purchaser’s Condition Precedent, or (3) as its sole remedy hereunder terminate this Agreement Contract as to such Takedown and any subsequent Takedowns by written notice to VendorSeller, delivered within two (2) business days after the Closing Date for the applicable Takedown, in which case each party shall thereupon be relieved of all further obligations and liabilities under this Contract, except as otherwise provided herein, and the Deposit made by Purchaser that has not been applied to the Purchase Price for Lots already acquired by Purchaser shall be returned to Purchaser, but if the failure of any of Purchaser’s Conditions Precedent are the result of Seller’s default hereunder, Purchaser also shall have the rights and remedies of Section 28(b). If Purchaser elects to extend the Closing Date under (2), above, and the unsatisfied Purchaser’s Condition Precedent is not satisfied as of the last day of the thirty (30) day extension period, then Purchaser shall, as its sole remedy, elect to waive or terminate under (1) or (3). Failure to give notice as described above shall be an irrevocable waiver of Purchaser’s right to terminate this Contract as to the affected Takedown pursuant to this Section 6(b). If Purchaser terminates the Contract pursuant to this Agreementparagraph, Vendor Seller may negate such termination by giving notice to Purchaser that Seller has elected to extend the applicable Closing Date by ninety (90) days for the purpose of continuing its efforts to satisfy the unfulfilled Purchaser’s Condition(s) Precedent, so long as such notice is given within five (5) business days after Seller’s receipt of Purchaser’s notice of termination, and Purchaser shall be released and discharged from all obligations hereunder except as provided in section 11.13again have a termination right pursuant to this Section if such condition is not satisfied prior to the last day of such extended period.

Purchaser’s Conditions. The obligation of Purchaser to purchase Vendor’s interest in Closing shall not occur unless and to the Assets is subject to until the following conditions precedent, which are inserted herein precedent and made part hereof for the exclusive benefit of Purchaser and may be contingencies have been satisfied or waived in writing by Purchaser in whole or in partPurchaser’s sole and absolute discretion: (a) 3.4.1.1 Article 8 shall have been complied with and the Title Company remains committed to issue the Title Policies pursuant to Section 8.2; 3.4.1.2 All items required to be delivered by Sellers into Escrow have been delivered to Escrow Holder pursuant to Section 3.2.1; 3.4.1.3 On the Closing Date, Sellers shall not be in material breach in the performance of any covenant or agreement to be performed by Sellers under this Agreement; 3.4.1.4 On the Closing Date, all representations and warranties of Vendor herein contained made by Sellers in Article 5, Article 7 and Sections 16.5.2 and 23.2 shall be true in all material respects when and correct as if made on and as of the Closing DateDate except as otherwise provided in Article 10; (b) the Assigned Contracts 3.4.1.5 Purchaser shall have been assigned to Purchaser with amended scheduled withdrawals to be negotiated by Purchaser and the applicable third party who shall agree that Purchaser is not in default of such Assigned Contracts for anything occurring prior to the date of the Approval Order; (c) the Excluded Contracts shall have been disclaimed by the Receiver and shall not be required to be assumed by Purchaser as part of the Transaction and Purchaser shall not have incurred any liability for any obligations arising under such Excluded Contracts as a result of any termination thereof or otherwise; (d) the Tidewater Retained Amount shall have been released and paid in full to Tidewater; (e) the outstanding accounts receivable owing by Blaze Energy Ltd. to Tidewater shall have been settled by way of (i) the assignment to Tidewater of the carbon credits associated with the Xxxxxxx River Complex and (ii) the assignment to Tidewater of Blaze Energy Ltd.’s deep mineral rights in the Brazeau area of Alberta, all as more particularly described and set forth in Schedule “G” hereto; (f) the unpaid royalties owing by Blaze Energy Ltd. to Alberta Energy that accrued up to and including the date of the final statement of adjustments under the November 15, 2016 transaction between Blaze Energy Ltd. and Tidewater shall have been paid in full with satisfactory evidence thereof being provided to Tidewater prior to Closing; (g) received from the Effective Date until Sellers’ counsel an opinion dated the Closing Date, in form and substance reasonably satisfactory to Purchaser’s reasonable opinion, that all necessary corporate and limited liability company action has been duly and validly taken on behalf of each Seller for the execution and performance of this Agreement and all other agreements entered into or instruments delivered by Sellers pursuant hereto; 3.4.1.6 Sellers shall have complied with the requirements of Article 23 hereof; 3.4.1.7 There shall not be in effect any order from a court or governmental authority having jurisdiction over the parties or the Assets shall have suffered no material, adverse damage or change, caused barring the consummation of the transactions contemplated by Vendor; and (h) all obligations of Vendor contained in this Agreement nor any litigation or proceeding by any federal or state governmental agency to restrain or prohibit the consummation of the transactions contemplated by this Agreement; 3.4.1.8 There shall not be pending or threatened any litigation or proceeding instituted by any federal, state or foreign governmental authority to restrain, prohibit or otherwise interfere with or obtain substantial monetary damages in connection with the consummation of the transactions contemplated by this Agreement or the operation of the Sites by Purchaser after the Closing Date; 3.4.1.9 All third-party Consents (as defined in Section 5.3) required to be performed prior to or at Closing obtained by Sellers shall have been timely performed obtained, including, without limitation, all required consents of the landlords under the Leases (each, a “Landlord”) as described in all material respectsSection 23.1 and the Consents set forth on Exhibit P. If consent of a Landlord for a Site is not obtained, (i) the Purchase Price shall be reduced by ONE MILLION EIGHT HUNDRED THOUSAND DOLLARS ($1,800,000) for each such Site, without such amount necessarily representing the fair market value of the Site, (ii) the parties shall mutually work together to provide for continuing operation of the Site for a period of sixty (60) days following Closing and continue to seek the consent of such Landlord and (iii) if consent is not obtained, within the time stated above, Sellers shall retain the Site, the parties shall first attempt to agree to the fair market value of the Site and if they fail to agree, then the matter shall be submitted to arbitration for a determination of the fair market value of the Site and whenever the value is determined by agreement or arbitration, if the value is greater than $1,800,000, Sellers shall immediately pay Purchaser the difference between $1,800,000 and the determined value and if the value is less than $1,800,000 Purchaser shall immediately pay Sellers the difference between $1,800,000 and the value which is determined. If any one or more consent is obtained after Closing and within the sixty (60) days stated above, the parties shall within five (5) days after receipt of consent, close on the foregoing conditions precedent has or have not been satisfied, complied with, or waived by Purchaser, at or before the Closing Date, Purchaser may terminate this Agreement by written notice to Vendor. If Purchaser terminates this Agreement, Vendor Site and Purchaser shall pay $1,800,000 to Sellers. The condition set forth in this Section 3.4.1.9 will be released deemed to be satisfied as to a Site despite Sellers’ failure to obtain the landlord’s consent if Sellers are able to make the economic benefits of ownership available to Purchaser without the violation of a lease through a sublease, license or other such means, in each case reasonably satisfactory in form and discharged from all obligations hereunder except as provided in section 11.13.substance to Purchaser, and Sellers agree to continue using commercially reasonable efforts to secure such consent;

Purchaser’s Conditions. The Purchaser's obligation of to deliver the Initial Purchase Consideration and the obligation to take the other actions required pursuant to this Agreement to be taken by Purchaser to purchase Vendor’s interest in and to at the Assets is Closing are subject to the satisfaction, at or prior to the Closing, of each of the following conditions precedent, (any of which are inserted herein and made part hereof for the exclusive benefit of Purchaser and may be waived by Purchaser in whole or in part:part by Purchaser): (a) Each of the representations and warranties of Vendor herein the Seller contained in Article 3: (i) that is a Fundamental Representation of the Seller shall be true and correct in all material respects when made (without giving effect to any limitations as to materiality or Material Adverse Effect set forth therein) as of the date hereof and as of the Closing Date;as if made on and as of the Closing; provided that representations and warranties that are made as of a specific date shall speak only as of such date, (ii) that is not a Fundamental Representation of the Seller shall be true and correct in all material respects (without giving effect to any limitations as to materiality or Material Adverse Effect set forth therein) as of the date hereof and as of the Closing as if made on and as of the Closing; provided that representations and warranties that are made as of a specific date shall speak only as of such date. (b) the Assigned Contracts Seller shall have been assigned to Purchaser performed or complied in all material respects with amended scheduled withdrawals all agreements and covenants required to be negotiated performed or complied with by Purchaser and the applicable third party who shall agree that Purchaser is not in default of such Assigned Contracts for anything occurring Seller under this Agreement at or prior to the date of Closing Date, and the Approval Order;Seller shall have delivered all items required to be delivered at the Closing pursuant to Section 5.2(a). (c) At the Excluded Contracts Closing, Owner shall have been disclaimed by executed and delivered the Receiver and shall not be required to be assumed by Purchaser consulting agreement in the form attached as part Exhibit C hereto, dated as of the Transaction and Purchaser Closing Date (the "Consulting Agreement"), which shall not have incurred any liability for any obligations arising under such Excluded Contracts be effective as a result of any termination thereof or otherwise;the Effective Time. (d) the Tidewater Retained Amount Purchaser shall have been released received a certificate executed by the Seller confirming (i) the accuracy of Seller's representations and paid warranties as of the date of this Agreement and as of the Closing Date in full accordance with Section 7.1(a), (ii) the performance of and compliance with covenants and obligations to Tidewater;be performed or complied with at or prior to the Closing by Seller in accordance with Section 7.1(b), and (iii) the satisfaction of the conditions contained in Sections 7.1(e), 7.1(g), and 7.1(h). (e) Each of the outstanding accounts receivable owing by Blaze Energy Ltd. to Tidewater consents identified on Schedule 7.1(e) shall have been settled obtained in form and substance reasonably satisfactory to Purchaser and be in full force and effect. Copies of such consents shall have been delivered to Purchaser by way of (i) the assignment to Tidewater of the carbon credits associated with the Xxxxxxx River Complex and (ii) the assignment to Tidewater of Blaze Energy Ltd.’s deep mineral rights in the Brazeau area of Alberta, all as more particularly described and set forth in Schedule “G” hereto;Seller. (f) No court or other Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits the unpaid royalties owing by Blaze Energy Ltd. to Alberta Energy that accrued up to and including the date consummation of the final statement of adjustments under the November 15, 2016 transaction between Blaze Energy Ltd. and Tidewater shall have been paid in full with satisfactory evidence thereof being provided to Tidewater prior to Closing;transactions contemplated by this Agreement. (g) from There shall be no Action pending by any Governmental Authority or other Person challenging or seeking to restrain or prohibit the Effective Date until the Closing Date, in Purchaser’s reasonable opinion, the Assets shall have suffered no material, adverse damage transactions contemplated by this Agreement or change, caused by Vendor; andseeking damages or compensation with respect thereto. (h) All Employment Agreements and all obligations other existing offers of Vendor contained in this Agreement employment by Seller or agreements relating to be performed prior to or at Closing the terms of employment by Seller shall have been timely performed in all material respects. If any one or more terminated effective no later than immediately prior to the Effective Time. (i) The Requisite Stockholder Vote shall have been obtained. (j) The closings under each of the foregoing conditions precedent has or Other Purchase Agreements shall have not been satisfied, complied withtaken place, or waived by Purchaser, at or before shall take place contemporaneously with the Closing Date, Purchaser may terminate this Agreement by written notice to Vendor. If Purchaser terminates under this Agreement, Vendor and Purchaser shall be released and discharged from all obligations hereunder except as provided in section 11.13.

Purchaser’s Conditions. The Purchaser's obligation of Purchaser to purchase Vendor’s interest in the Property at Closing and to pay the Assets Purchase Price is subject expressly conditioned upon the following (unless waived or deemed waived pursuant to the following conditions precedentprovisions of this Agreement, which are inserted herein or otherwise in a writing signed by Purchaser): 10.1.1 Each Seller's warranties and made part hereof for the exclusive benefit of Purchaser and may be waived by Purchaser representations set forth in whole or in part: (a) the representations and warranties of Vendor herein contained Article 6 herein, as updated pursuant to Section 6.4, shall be true and correct in all material respects when made as of the date of Closing. Sellers shall have performed in all material respects all covenants required to be performed by it under this Agreement at or prior to the Closing Date and Sellers shall not have breached in any material respect any covenants that prevent Purchaser from fulfilling its obligations under this Agreement. Seller shall have executed and delivered all documents and instruments required to be executed and delivered by it under this Agreement at the Closing. 10.1.2 At Closing, Sellers shall deliver estoppel certificates in all material respects in the form of Exhibit 10.1.2, dated no earlier than the Effective Date, from all Required Tenants and from an aggregate of Tenants representing not less than seventy-five percent (75%) of the rentable square feet with respect to each Project (exclusive of occupants under temporary license and concession agreements). Sellers shall use commercially reasonable efforts to obtain estoppel certificates from all other Tenants ("Other Estoppels"). Notwithstanding the foregoing sentence, if any tenant estoppel certificate shall contain or otherwise disclose a material substantive exception from the form of "clean" estoppel certificate as provided in the form of Exhibit 10.1.2, the same shall still be treated as the delivery of a tenant estoppel certificate for purposes of this Section 10.1.2, provided that (i) if any such disclosure evidences a material deviation from the matters set forth in Exhibit 1.1.33 or from the information set forth in the Leases and such deviation is or results in a specified or readily ascertainable dollar amount, such estoppel certificate shall be deemed an update of Sellers' representations under Section 6.4 and Sellers and Purchaser shall have the rights, remedies and obligations set forth in Section 6.4 with respect thereto, or (ii) if any such disclosure evidences a material deviation from the matters set forth in Exhibit 1.1.33 or from the information set forth in the Leases and such deviation is not a specified or readily ascertainable dollar amount, Purchaser shall be entitled to (a) terminate this Agreement in its entirety and receive the Deposit, or (b) waive the requirement and close without reduction in the Purchase Price. In the event Sellers are unable to deliver one hundred percent (100%) of the Other Estoppels (for this purpose, again excluding PURCHASE AND SALE AGREEMENT MPR PROPERTY occupants under temporary license and concession agreements), Sellers shall furnish Sellers' estoppels (each a "Seller Estoppel Certificate") in the form of Exhibit 10.1.2, dated as of the Closing Date; . A Seller Estoppel Certificate shall be deemed a representation from Sellers which shall survive Closing for the Survival Period; provided if after Sellers deliver a Seller Estoppel Certificate on behalf of a tenant, the applicable tenant delivers an estoppel certificate (and such estoppel certificate does not state any materially different information from that set forth in the Seller Estoppel Certificate), except as set forth in Section 13.14.4, the Seller Estoppel Certificate shall be of no further force and effect. In the event Sellers are unable to comply with the preceding provisions of this Section 10.1.2, Purchaser shall be entitled to (a) terminate this Agreement in its entirety and receive the Deposit, or (b) waive the Assigned Contracts requirement and close without reduction in the Purchase Price. Anything to the contrary herein notwithstanding, Purchaser hereby acknowledges that many tenants have their own forms of estoppel letter, and delivery of such alternative forms shall satisfy the conditions of this Section 10.1.2 provided that the tenants using such alternative forms do not disclose therein (a) the existence of unresolved material claims against a Seller (as landlord) which shall survive Closing, or (b) matters materially inconsistent with Seller's' representations set forth in this Agreement or in the Exhibits attached hereto. 10.1.3 At Closing, Sellers shall deliver estoppel certificates in all material respects in the form of Exhibit 10.1.3, dated no earlier than the Approval Date, from each of party to an REA (other than Sellers) for which Purchaser has requested an estoppel pursuant to Section 4.2.4, provided that if Sellers are unable to obtain any such estoppel certificates from such parties, Sellers shall deliver estoppels from Sellers in the form of Exhibit 10.1.3, dated as of the Closing Date. In the event Sellers are unable to comply with the preceding provisions of this Section 10.1.3, Purchaser's remedies shall be limited to (a) terminating this Agreement in its entirety and receiving the Deposit, or (b) waiving the requirement and closing without reduction in the Purchase Price. 10.1.4 Subject only to payment of all premiums for same, the Title Company shall be prepared to issue at Closing (or prepared to unconditionally commit to issue at Closing, with no "gap" exception) its base title policies in the required form subject only to the Permitted Exceptions. 10.1.5 Purchaser shall have been assigned to Purchaser with amended scheduled withdrawals to be negotiated by Purchaser and obtained the applicable third party who shall agree that Purchaser is not in default written consent of such Assigned Contracts for anything occurring prior Lender to the transactions set forth herein ("Lender's Consent"). Promptly after the date of the Approval Order; (c) the Excluded Contracts shall have been disclaimed by the Receiver and shall not be required to be assumed by Purchaser as part of the Transaction hereof, Sellers and Purchaser shall not have incurred any liability apply for any obligations arising under such Excluded Contracts as a result of any termination thereof or otherwise; (d) the Tidewater Retained Amount shall have been released and paid in full to Tidewater; (e) the outstanding accounts receivable owing by Blaze Energy Ltd. to Tidewater shall have been settled by way of (i) the assignment to Tidewater of the carbon credits associated with the Xxxxxxx River Complex and (ii) the assignment to Tidewater of Blaze Energy Ltd.’s deep mineral rights in the Brazeau area of Alberta, all as more particularly described and set forth in Schedule “G” hereto; (f) the unpaid royalties owing by Blaze Energy Ltd. to Alberta Energy that accrued up to and including the date of the final statement of adjustments under the November 15, 2016 transaction between Blaze Energy Ltd. and Tidewater shall have been paid in full with satisfactory evidence thereof being provided to Tidewater prior to Closing; (g) from the Effective Date until the Closing DateLender's Consent and, in Purchaser’s reasonable opinionconnection therewith, the Assets Purchaser shall have suffered no material, adverse damage furnish accurate and complete financial and background information regarding Purchaser as requested by Lender or change, caused by Vendor; and (h) all obligations of Vendor contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respectsServicer. If any one or more of the foregoing conditions precedent has or have Lender's Consent is not been satisfied, complied with, or waived by Purchaser, at received on or before the Closing Date, then Sellers or Purchaser may shall have the right to adjourn the Closing for up to ninety (90) days in order for Purchaser to obtain Lender's Consent. If Lender's Consent is not received within such ninety (90) day period, either Sellers or Purchaser may, upon ten (10) days' prior written notice, terminate this Agreement by written notice to Vendor. If Purchaser terminates this Agreement(unless Lender's Consent is received within such ten (10) day period, Vendor and Purchaser in which case, such termination shall be released null and void). 10.1.6 No event of default shall exist and be continuing under the Loan Documents. 10.1.7 Subject to Section 2.4, the closings under the CRV Agreement and the CPR Agreement shall occur simultaneously with the Closing hereunder. PURCHASE AND SALE AGREEMENT MPR PROPERTY 10.1.8 On or prior to the Closing Date, no Seller shall have (i) applied for or consented to the appointment of a receiver, trustee or liquidator for itself or any of its assets unless the same shall have been discharged from all obligations hereunder except (with no right of appeal) prior to the Closing Date, and no such receiver, liquidator or trustee shall have otherwise been appointed, unless same shall have been discharged (with no right of appeal) prior to the Closing Date, (ii) been unable to meet its debts as provided they became due or admitted in section 11.13writing an inability to pay its debts as they mature, (iii) made a general assignment for the benefit OF creditors, (iv) been adjudicated a bankrupt or insolvent, or had a voluntary or involuntary petition for reorganization granted with respect to such Person, or (v) filed a voluntary petition seeking reorganization or an arrangement with creditors or taken advantage of any bankruptcy, reorganization, insolvency, readjustment or debt, dissolution or liquidation law or statute, or filed an answer admitting the material allegations of a petition filed against it in any proceedings under any such law, or had any voluntary or involuntary petition filed against it in any proceeding under any of the foregoing laws, in each case, unless the same shall have been dismissed, canceled or terminated prior to the Closing Date. 10.1.9 At Closing, Sellers shall have delivered the Management Agreements executed by Manager.

Purchaser’s Conditions. The Purchaser's obligation of Purchaser to purchase Vendor’s interest in the Property at Closing and to pay the Assets Purchase Price is subject expressly conditioned upon the following (unless waived or deemed waived pursuant to the following conditions precedentprovisions of this Agreement, which are inserted herein or otherwise in a writing signed by Purchaser). 10.1.1 Each Seller's warranties and made part hereof for the exclusive benefit of Purchaser and may be waived by Purchaser representations set forth in whole or in part: (a) the representations and warranties of Vendor herein contained Article 6 herein, as updated pursuant to Section 6.4, shall be true and correct in all material respects when made as of the date of Closing. Sellers shall have performed in all material respects all covenants required to be performed by it under this Agreement at or prior to the Closing Date and Sellers shall not have breached in any material respect any covenants that prevent Purchaser from fulfilling its obligations under this Agreement. Seller shall have executed and delivered all documents and instruments required to be executed and delivered by it under this Agreement at the Closing. PURCHASE AND SALE AGREEMENT - PAGE 40 CPR PROPERTY 10.1.2 At Closing, Sellers shall deliver estoppel certificates in all material respects in the form of Exhibit 10.1.2, dated no earlier than the Effective Date, from all Required Tenants and from an aggregate of Tenants representing not less than seventy-five percent (75%) of the rentable square feet with respect to each Project (exclusive of the Surface Rights Parcel, Cayey Outparcel and Escorial Outparcel and occupants under temporary license and concession agreements). Sellers shall use commercially reasonable efforts to obtain estoppel certificates from all other Tenants ("Other Estoppels"). Notwithstanding the foregoing sentence, if any tenant estoppel certificate shall contain or otherwise disclose a material substantive exception from the form of "clean" estoppel certificate as provided in the form of Exhibit 10.1.2, the same shall still be treated as the delivery of a tenant estoppel certificate for purposes of this Section 10.1.2, provided that (i) if any such disclosure evidences a material deviation from the matters set forth in Exhibit 1.1.61 or from the information set forth in the Leases and such deviation is or results in a specified or readily ascertainable dollar amount, such estoppel certificate shall be deemed an update of Sellers' representations under Section 6.4 and Sellers and Purchaser shall have the rights, remedies and obligations set forth in Section 6.4 with respect thereto, or (ii) if any such disclosure evidences a material deviation from the matters set forth in Exhibit 1.1.61 or from the information set forth in the Leases and such deviation is not a specified or readily ascertainable dollar amount, Purchaser shall be entitled to (a) terminate this Agreement in its entirety and receive the Deposit, or (b) waive the requirement and close without reduction in the Purchase Price. In the event Sellers are unable to deliver one hundred percent (100%) of the Other Estoppels (for this purpose, again excluding occupants under temporary license and concession agreements), Sellers shall furnish Sellers' estoppels (each a "Seller Estoppel Certificate") in the form of Exhibit 10.1.2, dated as of the Closing Date; . A Seller Estoppel Certificate shall be deemed a representation from Sellers which shall survive Closing for the Survival Period; provided if after Sellers deliver a Seller Estoppel Certificate on behalf of a tenant, the applicable tenant delivers an estoppel certificate (and such estoppel certificate does not state any materially different information from that set forth in the Seller Estoppel Certificate), except as set forth in Section 14.14.4, the Seller Estoppel Certificate shall be of no further force and effect. In the event Sellers are unable to comply with the preceding provisions of this Section 10.1.2, Purchaser shall be entitled to (a) terminate this Agreement in its entirety and receive the Deposit, or (b) waive the Assigned Contracts requirement and close without reduction in the Purchase Price. Anything to the contrary herein notwithstanding, Purchaser hereby acknowledges that many tenants have their own forms of estoppel letter, and delivery of such alternative forms shall satisfy the conditions of this Section 10.1.2 provided that the tenants using such alternative forms do not disclose therein (a) the existence of unresolved material claims against a Seller (as landlord) which shall survive Closing, or (b) matters materially inconsistent with Seller's' representations set forth in this Agreement or in the Exhibits attached hereto. 10.1.3 At Closing, Sellers shall deliver estoppel certificates in all material respects in the form of Exhibit 10.1.3, dated no earlier than the Approval Date, from each of the REA Parties, provided that if Sellers are unable to obtain any such estoppel certificates from the REA Parties, Sellers shall deliver estoppels from Sellers in the form of Exhibit 10.1.3, dated as of the Closing Date. In the event Sellers are unable to comply with the preceding provisions of this Section 10.1.3, Purchaser's remedies shall be limited to (a) terminating this Agreement in its entirety and receiving the Deposit, or (b) waiving the requirement and closing without reduction in the Purchase Price. PURCHASE AND SALE AGREEMENT - PAGE 41 CPR PROPERTY 10.1.4 Subject only to payment of all premiums for same, the Title Company shall be prepared to issue at Closing (or prepared to unconditionally commit to issue at Closing, with no "gap" exception) its base title policies in the required form subject only to the Permitted Exceptions. 10.1.5 Purchaser shall have been assigned to Purchaser with amended scheduled withdrawals to be negotiated by Purchaser and obtained the applicable third party who shall agree that Purchaser is not in default written consent of such Assigned Contracts for anything occurring prior Lender to the transactions set forth herein ("Lender's Consent"). Promptly after the date of the Approval Order; (c) the Excluded Contracts shall have been disclaimed by the Receiver and shall not be required to be assumed by Purchaser as part of the Transaction hereof, Sellers and Purchaser shall not have incurred any liability apply for any obligations arising under such Excluded Contracts as a result of any termination thereof or otherwise; (d) the Tidewater Retained Amount shall have been released and paid in full to Tidewater; (e) the outstanding accounts receivable owing by Blaze Energy Ltd. to Tidewater shall have been settled by way of (i) the assignment to Tidewater of the carbon credits associated with the Xxxxxxx River Complex and (ii) the assignment to Tidewater of Blaze Energy Ltd.’s deep mineral rights in the Brazeau area of Alberta, all as more particularly described and set forth in Schedule “G” hereto; (f) the unpaid royalties owing by Blaze Energy Ltd. to Alberta Energy that accrued up to and including the date of the final statement of adjustments under the November 15, 2016 transaction between Blaze Energy Ltd. and Tidewater shall have been paid in full with satisfactory evidence thereof being provided to Tidewater prior to Closing; (g) from the Effective Date until the Closing DateLender's Consent and, in Purchaser’s reasonable opinionconnection therewith, the Assets Purchaser shall have suffered no material, adverse damage furnish accurate and complete financial and background information regarding Purchaser as requested by Lender or change, caused by Vendor; and (h) all obligations of Vendor contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respectsServicer. If any one or more of the foregoing conditions precedent has or have Lender's Consent is not been satisfied, complied with, or waived by Purchaser, at received on or before the Closing Date, then Sellers or Purchaser may shall have the right to adjourn the Closing for up to ninety (90) days in order for Purchaser to obtain Lender's Consent. If Lender's Consent is not received within such ninety (90) day period, either Sellers or Purchaser may, upon ten (10) days' prior written notice, terminate this Agreement by written notice to Vendor. If Purchaser terminates this Agreement(unless Lender's Consent is received within such ten (10) day period, Vendor and Purchaser in which case, such termination shall be released null and discharged from all obligations hereunder except void). 10.1.6 No event of default shall exist and be continuing under the Loan Documents. 10.1.7 On the Closing Date, if the Surface Rights Space and/or any of the Cayey Outparcel Space and/or Escorial Outparcel Space is not subject to a lease at Closing, and/or the average base rent payable per square foot under any executed Cayey Outparcel Leases and Escorial Outparcel Leases is less than $31.00 per square foot, the applicable Sellers shall enter into an agreement with Purchaser (the "Income Support Agreement") in the form annexed hereto as provided in section 11.13Exhibit 10.1.7.

Purchaser’s Conditions. The obligation In addition to any other conditions set forth herein, Purchaser’s obligations hereunder are hereby conditioned upon Purchaser’s satisfaction with respect to each of Purchaser to purchase Vendor’s interest in and to the Assets is subject to the following conditions precedent, which are inserted herein and made part hereof for the exclusive benefit of Purchaser and may be waived by Purchaser in whole or in partmatters: (a) the representations That Seller shall have complied with each and warranties every obligation imposed upon Seller under this Agreement; (b) That each and every representation and warranty of Vendor Seller expressed herein contained shall be true true, complete and accurate in all material respects when made and as of the Effective Date and the Closing Date; (bc) the Assigned Contracts That Seller shall have been assigned to Purchaser with amended scheduled withdrawals to be negotiated by Purchaser and terminated each Existing Contract other than the applicable third party who shall agree that Purchaser is not in default of such Assigned Contracts for anything occurring prior to the date of the Approval Order; (c) the Excluded Contracts shall have been disclaimed by the Receiver and shall not be required to be assumed by Purchaser as part of the Transaction and Purchaser shall not have incurred any liability for any obligations arising under such Excluded Contracts as a result of any termination thereof or otherwiseApproved Existing Contracts; (d) That each of the Tidewater Retained Amount shall Tenant Estoppels required under Section 31 hereof have been released and paid in full to Tidewaterreceived; and; (e) That the outstanding accounts receivable owing First Mortgage Lender consents to the assumption of existing debt, upon terms and conditions reasonably acceptable to Seller and Purchaser provided that the First Mortgage Lender gives such consent within sixty (60) days after formal request by Blaze Energy Ltd. Purchaser. Purchaser shall make such formal request in writing to Tidewater First Mortgage Lender within three (3) Business Days after the Effective Date. Purchaser shall have been settled give Seller written notice of such action, shall keep Seller reasonably informed of Purchaser’s progress in obtaining such consent, and within three (3) Business Day after Purchaser’s receipt shall provide Seller with a copy of such consent, if granted by way the First Mortgage Lender together with the terms and conditions relating to the Loan Assumption, or, if received, any notice disapproving the Loan Assumption. Purchaser shall make reasonable and good faith efforts to satisfy the First Mortgage Lender’s requirements for the Loan Assumption. Purchaser shall bear its own costs, (but not any fees incurred by Seller for its counsel), associated with the Loan Assumption. Seller shall reasonably cooperate in the Loan Assumption process. Notwithstanding anything herein to the contrary, the parties agree that the written approval of Purchaser’s Loan Assumption by the First Mortgage Lender, in form and substance acceptable to Seller and Purchaser, is a condition precedent to the performance by both parties of their obligations under this Agreement, and it is hereby understood and agreed that the Loan Assumption shall be contingent upon: (i) First Mortgage Lender’s agreement that the assignment to Tidewater Seller and any current non-recourse limited guarantors of the carbon credits associated with Loan will be released from any and all obligations under the Xxxxxxx River Complex Loan at Closing pursuant to a written release agreement duly executed and acknowledged by the First Mortgage Lender in recordable form and otherwise in a form reasonably acceptable to Seller (the “Release”), and (ii) the assignment approval by the First Mortgage Lender of the ownership structure of the new entity to Tidewater be formed by Purchaser to acquire the Property and to assume the Loan obligations of Blaze Energy Ltd.Seller, specifically including any ownership structure requirements that the Purchaser may have to comply with in connection with that certain transaction involving the initial public offering of shares of Kite Realty Group Trust, a Maryland real estate investment trust, the sole general partner of Kite Realty Group, L.P; provided, however, that, if the First Mortgage Lender does not agree to execute and deliver the Release to Seller at Closing, Seller hereby agrees to close the transaction upon the request of Purchaser if the Purchaser: (a) agrees, as to Sunland’s deep mineral rights portion of the Property, to accept the Special Warranty Deed from Sunland for its portion of the Property subject to a Vendor’s Lien in favor of Sunland at Closing, and (b) executes and delivers to Sunland at Closing a subordinated Deed of Trust to Secure Assumption (the “Assumption Deed of Trust”) in favor of Sunland, duly executed by Purchaser and acknowledged on behalf of Purchaser, in form and substance reasonably acceptable to Sunland securing the performance of Purchaser’s obligations with respect to the Loan Assumption. If for any reason the First Mortgage Lender disapproves Purchaser’s Loan Assumption, or has not approved such assumption within the time period specified in this Section 16(e), either party shall have the right to terminate this Agreement upon written notice to the other party, in which event, this Agreement shall terminate, Seller and Purchaser shall direct the Escrow Agent to return the Downpayment to Purchaser, and neither party shall have any further obligations under this Agreement, except for any obligations which are to survive the termination of this Agreement as expressly set forth herein. The parties further agree that all (i) amounts held by First Mortgage Lender in the Brazeau area of Alberta, all as more particularly Tax and Insurance Escrow Fund (“Tax and Insurance Escrow Fund”) described and set forth in Schedule “G” hereto; (f) the unpaid royalties owing by Blaze Energy Ltd. to Alberta Energy that accrued up to and including the date Section 7.3.1 of the final statement Loan Agreement, and (ii) Excess Account Proceeds on deposit with LaSalle National Bank, N.A. (the “Deposit Bank”) pursuant to the terms of adjustments under the November 15Deposit Account Agreement (the “Deposit Account Agreement”), 2016 transaction dated May 22, 1995, between Blaze Energy Ltd. Seller, the Deposit Bank, the First Mortgage Lender, and Tidewater shall have been paid in full with satisfactory evidence thereof being provided to Tidewater prior to Closing; Pacific Mutual Life Insurance Company (gthe “Administrative Agent”) from the Effective Date until on the Closing Date, in Purchaser’s reasonable opinionshall be paid to Seller at Closing. As used herein, the Assets shall following terms have suffered no material, adverse damage or change, caused by Vendor; and (h) all obligations of Vendor contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respects. If any one or more of the foregoing conditions precedent has or have not been satisfied, complied with, or waived by Purchaser, at or before the Closing Date, Purchaser may terminate this Agreement by written notice to Vendor. If Purchaser terminates this Agreement, Vendor and Purchaser shall be released and discharged from all obligations hereunder except as provided in section 11.13.these meanings:

Purchaser’s Conditions. The obligation of each Purchaser to consummate the purchase Vendor’s interest in and to of the Assets is Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions precedent, (any or all of which are inserted herein and made part hereof for the exclusive benefit of Purchaser and may be waived by such Purchaser in writing, in whole or in part:, to the extent permitted by applicable Law): (ai) the representations and warranties of Vendor herein contained Crosstex shall be true in all material respects when made and as have given each Purchaser at least two (2) Business Days prior written notice of the Closing Date; (bii) Since the Assigned Contracts date of this Agreement, no Crosstex Material Adverse Effect shall have been assigned occurred and be continuing; (iii) Crosstex shall have consummated the SoLa Asset Acquisition pursuant to Purchaser the SoLa Asset Acquisition Agreement, and acquired the Acquired Companies and each of the Acquired Company Assets (as each is defined in the SoLa Asset Acquisition Agreement); (iv) Crosstex shall have executed the Senior Secured Credit Facility; (v) Crosstex shall have performed and complied with amended scheduled withdrawals the covenants and agreements contained in this Agreement which are required to be negotiated performed and complied with by Purchaser and the applicable third party who shall agree that Purchaser is not in default of such Assigned Contracts for anything occurring Crosstex on or prior to the date of the Approval OrderClosing Date; (cvi) The representations and warranties of Crosstex contained in this Agreement that are qualified by materiality or Crosstex Material Adverse Effect shall be true and correct as of the Excluded Contracts Closing Date and all other representations and warranties shall have been disclaimed by be true and correct in all material respects as of the Receiver and Closing Date (except that representations made as of a specific date shall not be required to be assumed by Purchaser true and correct as part of the Transaction and Purchaser shall not have incurred any liability for any obligations arising under such Excluded Contracts as a result of any termination thereof or otherwisedate only); (dvii) the Tidewater Retained Amount Crosstex shall have been released and paid delivered, or caused to be delivered, to the Purchasers at the Closing, Crosstex's closing deliveries described in full to TidewaterSection 2.05; (eviii) the outstanding accounts receivable owing by Blaze Energy Ltd. to Tidewater Crosstex shall have been settled by way of (i) amended the assignment Partnership Agreement in the form attached as Exhibit C hereto to Tidewater provide for the issuance of the carbon credits associated with the Xxxxxxx River Complex and (ii) the assignment to Tidewater of Blaze Energy Ltd.’s deep mineral rights in the Brazeau area of Alberta, all as more particularly described and set forth in Schedule “G” hereto; (f) the unpaid royalties owing by Blaze Energy Ltd. to Alberta Energy that accrued up to and including the date of the final statement of adjustments under the November 15, 2016 transaction between Blaze Energy Ltd. and Tidewater shall have been paid in full with satisfactory evidence thereof being provided to Tidewater prior to Closing; (g) from the Effective Date until the Closing Date, in Purchaser’s reasonable opinion, the Assets shall have suffered no material, adverse damage or change, caused by Vendor; and (h) all obligations of Vendor contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respects. If any one or more of the foregoing conditions precedent has or have not been satisfied, complied with, or waived by Purchaser, at or before the Closing Date, Purchaser may terminate this Agreement by written notice to Vendor. If Purchaser terminates this Agreement, Vendor and Purchaser shall be released and discharged from all obligations hereunder except as provided in section 11.13Senior Subordinated Series B Units.

Purchaser’s Conditions. The obligation Purchasers shall not be obligated to perform under this Agreement unless all of Purchaser to purchase Vendor’s interest in and to the Assets is subject to the following conditions precedent, which precedent are inserted herein satisfied (or waived in writing by Purchasers) and made part hereof for the exclusive benefit of Purchaser are otherwise true and may be waived by Purchaser in whole or in part: (a) the representations and warranties of Vendor herein contained shall be true in all material respects when made and correct as of the Closing Date;: (bi) the Assigned Contracts All of Seller’s representations and warranties shall be true and correct in all material respects. (ii) Seller shall have been assigned to Purchaser with amended scheduled withdrawals to performed all of its covenants, agreements, and obligations under this Agreement in all material respects and shall otherwise not be negotiated by Purchaser and the applicable third party who shall agree that Purchaser is not in default of such Assigned Contracts for anything occurring prior to the date of the Approval Order;default. (ciii) the Excluded Contracts shall have been disclaimed by the Receiver and shall not be required to be assumed by Purchaser as part of the Transaction and Purchaser There shall not have incurred been any liability for any obligations arising under such Excluded Contracts as a result of any termination thereof material adverse change with respect to the Property or otherwise;the matters reflected in the Title Commitment or Survey, except to reflect those items otherwise authorized by this Agreement or approved or otherwise created in writing by Purchasers. (div) Seller or the Tidewater Retained Amount LD Parties shall have been released paid all due and paid in full to Tidewater; (e) the outstanding accounts receivable owing by Blaze Energy Ltd. to Tidewater shall have been settled by way of (i) taxes and other assessments (including personal property taxes on the assignment Personal Property) applicable to Tidewater of the carbon credits associated with the Xxxxxxx River Complex Property, and (ii) gas electricity and other utility charges applicable to the assignment to Tidewater of Blaze Energy Ltd.’s deep mineral rights in the Brazeau area of Alberta, all as more particularly described and set forth in Schedule “G” hereto;Property. (fv) The LD Closing has occurred (or will occur concurrently with the unpaid royalties owing by Blaze Energy Ltd. to Alberta Energy that accrued up to and including the date of the final statement of adjustments Closing). (vi) The closing under the November 15, 2016 transaction OTA shall have occurred (or will occur concurrently with the Closing). (vii) Any existing leases or management agreements among the LD Parties or between Blaze Energy Ltd. the LD Parties and Tidewater a third party operator with respect to the Facilities shall have been paid in full with satisfactory evidence thereof being provided to Tidewater prior to Closing;terminated. (gviii) from the Effective Date until the Closing Date, in Purchaser’s reasonable opinion, the Assets New Operators shall have suffered no materialreceived all necessary licenses and other governmental consents, adverse damage approvals and certifications required in connection with the operation of the Facilities by the New Operators as skilled nursing facilities, including but not limited as Medicare and Medicaid nursing homes being fully and unconditionally certified for participation in the Medicaid and Medicare reimbursement programs without any waivers or changeconditions, caused by Vendor; and (h) and any and all obligations of Vendor contained necessary governmental inspections required in this Agreement to be performed prior to or at Closing connection with the transactions contemplated hereby shall have been timely performed favorably completed. (ix) The Commencement Date (as such term is defined in the Lease) shall have occurred or shall occur simultaneously with the Closing. Seller shall use reasonable efforts to satisfy all material respects. If any one or more of the foregoing conditions precedent has precedent. If Seller is unable to satisfy all of the foregoing conditions precedent, Purchasers may waive one or have not been satisfied, complied withmore conditions precedent, or waived by Purchaser, at either Purchasers or before Seller may extend the Outside Closing Date, Purchaser may terminate this Agreement Date for up to an additional thirty (30) days by written notice to Vendorthe other. If Purchaser terminates this AgreementPurchasers elect to close, Vendor and Purchaser shall Purchasers will be released and discharged from all obligations hereunder except as provided in section 11.13deemed to have waived any conditions actually known by Purchasers to be unsatisfied at the Closing.

Purchaser’s Conditions. The obligation obligations of Purchaser to purchase Vendor’s interest in and to consummate the Assets is transactions contemplated under this Agreement are subject to the following additional conditions precedentin this Section 14. 14.1 Seller shall, which are inserted herein and made part hereof for the exclusive benefit of Purchaser and may be waived by Purchaser in whole or in part: (a) the representations and warranties of Vendor herein contained shall be true in all material respects when made and as of the Closing Date; (b) the Assigned Contracts shall date and time for Closing, have been assigned to Purchaser performed and complied fully with amended scheduled withdrawals to be negotiated by Purchaser all agreements and the applicable third party who shall agree obligations that Purchaser is not in default of such Assigned Contracts for anything occurring prior to the date of the Approval Order; (c) the Excluded Contracts shall have been disclaimed by the Receiver and shall not be are required to be assumed performed or complied with by Purchaser as part of the Transaction and Purchaser shall not have incurred any liability for any obligations arising under such Excluded Contracts as a result of any termination thereof or otherwise; (d) the Tidewater Retained Amount shall have been released and paid in full to Tidewater; (e) the outstanding accounts receivable owing by Blaze Energy Ltd. to Tidewater shall have been settled by way of (i) the assignment to Tidewater of the carbon credits associated with the Xxxxxxx River Complex and (ii) the assignment to Tidewater of Blaze Energy Ltd.’s deep mineral rights in the Brazeau area of Alberta, all as more particularly described and set forth in Schedule “G” hereto; (f) the unpaid royalties owing by Blaze Energy Ltd. to Alberta Energy that accrued up to and including the date of the final statement of adjustments under the November 15, 2016 transaction between Blaze Energy Ltd. and Tidewater shall have been paid in full with satisfactory evidence thereof being provided to Tidewater prior to Closing; (g) from the Effective Date until the Closing Date, in Purchaser’s reasonable opinion, the Assets shall have suffered no material, adverse damage or change, caused by Vendor; and (h) all obligations of Vendor contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respects. If any one or more of the foregoing conditions precedent has or have not been satisfied, complied with, or waived by Purchaser, at Seller on or before the Closing Date, Purchaser may terminate including execution and delivery of all of the documents, instruments, papers, and materials that are required by Section 10.2 above to be executed and/or delivered by Seller prior to or at the date and time of Closing. IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" 4891-1496-8876v2" "" 4891-1496-8876v2 14.2 There shall not have occurred and be continuing at the date and time of Closing any material change in any of the representations and warranties of Seller set forth in this Agreement or to the condition of the Property or the business conducted at the Property by written notice Seller, including, without limitation any dumping of refuse or the occurrence of environmental contamination at the Property occurring after the Effective Date. 14.3 There shall be no material adverse change in the condition of or affecting the Property or Seller’s business conducted thereon, not caused by Purchaser between the Effective Date and the Closing Date, including, but not limited to, zoning, access and permitting. 14.4 There shall be no administrative agency, litigation or governmental proceeding of any kind whatsoever, pending or threatened, that would, in Purchaser’s reasonable judgment, adversely affect the value or marketability of the Property or the business operations conducted at the Property. 14.5 Purchaser shall have received documentation evidencing the availability of utilities in adequate capacities to Vendor. If Purchaser terminates this Agreementserve Purchaser’s intended use of the Property. 14.6 The obligations of Seller and any applicable affiliates of Seller regarding hosting services for cryptocurrency miners shall be terminated and associated miners shall have been removed from the Property, Vendor unless the Seller and Purchaser mutually agree otherwise. Seller hereby indemnifies Purchaser and its affiliates, including but not limited to CleanSpark, Inc. from any and all cost and liability associated with such hosting services, the termination thereof and the removal of the miners. 14.7 Purchaser or its affiliate, including but not limited to CleanSpark, Inc., in its sole discretion, enters into a Contract for Electrical Power Service (a “CEPS”) with the City of Washington, Georgia, or assumes the existing CEPS with the City of Washington, Georgia. 14.8 The Property and assets transferred in connection therewith, in Purchaser’s sole discretion, are capable of providing 36 MW of power to support bitcoin mining, with 35 MW plug-in ready. 14.9 Seller transfers or assigns to Purchaser or its affiliate, including but not limited to CleanSpark, Inc., Seller’s exclusive rights to an additional 50 MW of power provided under Section 5(B) of the CEPS, including Seller obtaining any consents or approvals required to effect such transfer or assignment, or Purchaser or its affiliate, including but not limited to CleanSpark, Inc., enters into a new agreement that provides for an additional 50 MW of power with the City of Washington, Georgia. 14.10 Seller causes the termination of hosting services for all third party cryptocurrency miners and all such miners have been removed from the Property, unless otherwise mutually agreed to by the parties. 14.11 All of the Property and any personal or chattel property of Seller to be conveyed pursuant to this Agreement or under a separate related agreement with Purchaser or its affiliate shall be released conveyed in good working order and discharged have been properly maintained according to any manufacturer’s specifications. IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" 4891-1496-8876v2" "" 4891-1496-8876v2 14.12 Simultaneous closing of that certain EPSA relating to the purchase of cryptocurrency mining equipment and property for a purchase price of Eight Million, Eight Hundred Ninety-One Thousand, Six Hundred Ten and No/Dollars ($8,891,610.00). 14.13 Simultaneous closing of (i) the Seller Financing; (ii) assumption of the MFP Loan; (iii) purchase by Purchaser or it's affiliate of the personal property associated with the Property from all obligations hereunder except Seller or its affiliates on terms acceptable to Purchaser; and (iv) assumption by Purchaser or it's affiliate of any liabilities or payables of Seller or its affiliate (as provided contemplated in section 11.13Section 3), as determined by Purchaser on terms acceptable to Purchaser.

Purchaser’s Conditions. The obligation of Purchaser to purchase Vendor’s 's interest in and to the Assets is subject to the following conditions precedent, which are inserted herein and made part hereof for the exclusive benefit of Purchaser and may be waived by Purchaser in whole or in partPurchaser: (a) the representations and warranties of Vendor herein contained shall be true in all material respects when made and as of the Closing DateTime; (b) the Assigned Contracts shall have been assigned to Purchaser with amended scheduled withdrawals to be negotiated by Purchaser and the applicable third party who shall agree that Purchaser is not in default of such Assigned Contracts for anything occurring prior to the date of the Approval Order; (c) the Excluded Contracts shall have been disclaimed by the Receiver and shall not be required to be assumed by Purchaser as part of the Transaction and Purchaser shall not have incurred any liability for any obligations arising under such Excluded Contracts as a result of any termination thereof or otherwise; (d) the Tidewater Retained Amount shall have been released and paid in full to Tidewater; (e) the outstanding accounts receivable owing by Blaze Energy Ltd. to Tidewater shall have been settled by way of (i) the assignment to Tidewater of the carbon credits associated with the Xxxxxxx River Complex and (ii) the assignment to Tidewater of Blaze Energy Ltd.’s deep mineral rights in the Brazeau area of Alberta, all as more particularly described and set forth in Schedule “G” hereto; (f) the unpaid royalties owing by Blaze Energy Ltd. to Alberta Energy that accrued up to and including the date of the final statement of adjustments under the November 15, 2016 transaction between Blaze Energy Ltd. and Tidewater shall have been paid in full with satisfactory evidence thereof being provided to Tidewater prior to Closing; (g) from the Effective Date until the Closing Date, in Purchaser’s reasonable opinion, the Assets shall have suffered no material, adverse damage or change, caused by Vendor; and (h) all obligations of Vendor contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respects; (c) the Vendor shall have delivered to the Purchaser the General Conveyance and the Specific Conveyances executed by the Vendor (if applicable); (d) from the Adjustment Date to the Closing Time, excluding variations in commodity pricing, the Assets shall have suffered no material, adverse damage or change; (e) there shall be no claims or proceedings threatened or pending involving the Vendor in connection with the Assets which claims or proceedings in the aggregate would, in the opinion of the Purchaser, have a material adverse effect on the Assets; (f) any and all necessary regulatory or governmental approvals required to permit the transaction to be completed that can be secured prior to Closing, or are normally secured prior to Closing in transactions of this type, shall have been obtained, including such approvals as are required to be obtained from the ERCB, SMER or similar agency; (g) operatorship of the Assets shall be transferred by Western Plains Petroleum Ltd. to the Purchaser; (h) Vendor shall have delivered to Purchaser at or prior to Closing discharges, or no interest letters, for any security held by any Third Party encumbering Vendor's interest in and to the Assets or any part or portion thereof, which discharges are requested by Purchaser a reasonable time prior to Closing; and (i) prior to the Closing Time, Vendor shall have obtained and produced to Purchaser the written consent to the transaction contemplated hereby of each Third Party whose consent is required under the terms of the Title Documents and any other agreements and documents to which the Assets are subject, including duly executed releases and/or confirmations from Arctic Hunter Energy Inc. and the Vendor as to the termination of the sub-participation agreements between the Vendor and Arctic Hunter Energy Inc., dated October 14, 2010 and November 18, 2011, respectively, and the reversion of the affected Petroleum and Natural Gas Rights, Tangibles and Miscellaneous Interests earned thereunder, from Arctic Hunter Energy Inc. back to the Vendor. If any one or more of the foregoing conditions precedent has or have not been satisfied, complied with, with or waived by Purchaser, at or before the Closing DateTime, Purchaser may terminate in addition to any other remedies which it may have available to it, rescind this Agreement by written notice to Vendor. If Purchaser terminates rescinds this AgreementAgreement pursuant to this section 3. 1, the Purchaser and Vendor and Purchaser shall be released and discharged from all obligations hereunder except as provided in section 11.13sections 3.3 and 11.16.