Common use of REPRESENTATIONS AND WARRANTIES OF BUYER Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closing: (a) Buyer is a corporation validly existing and in good standing under the laws of the state in which it is organized and is in good standing, and is duly qualified to conduct business, in all of the jurisdictions in which it operates; (b) Buyer has all requisite power and authority to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of Buyer, are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the execution and delivery of this Agreement by the Buyer, nor the consummation by the Buyer of the transactions contemplated hereby, will constitute a violation of, or be in conflict with, or constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party or by which the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; (d) Upon receipt of all regulatory authorizations required to be obtained by Buyer pursuant to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise, required to perform its obligations under this Agreement; and (e) no representation or warranty of Buyer made in this Agreement or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or in connection with the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleading.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the ClosingCompany: (a) The Shares are being acquired by Buyer is for investment for an indefinite period, for Buyer's own account, not as a corporation validly existing and in good standing under the laws of the state in which it is organized and is in good standingnominee or agent, and is duly qualified not with a view to conduct businessthe sale or distribution of any part thereof, in all and the Buyer has no present intention of selling, granting participations in, or otherwise distributing the jurisdictions in which it operates;same except as may be permitted by the Securities Act of 1933, as amended (the "Act"). (b) Buyer has all requisite power and authority does not have any contract, undertaking, agreement or arrangement with any person to enter into this Agreementsell, execute and deliver transfer, or grant participation to such person or to any third person, with respect to the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of Buyer, are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law);Shares. (c) neither That Buyer understands that the execution Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), in reliance upon the exemptions from the registration provisions of the Act contained in Section 4 (2) thereof, and delivery any continued reliance on such exemption is predicated on the representations of the Buyer set forth herein. (d) Buyer understands that the Shares must be held indefinitely unless the sale or other transfer thereof is subsequently registered under the Act, as amended, or an exemption from such registration is available. Buyer further understands that the Company is under no obligation to register the Securities on its behalf or to assist him in complying with any exemption from registration except as otherwise provided herein. (e) Buyer (i) has adequate means of providing for his current needs and possible contingencies, (ii) has no need for liquidity in this Agreement investment, (iii) is able to bear the substantial economic risks of an investment in the Shares for an indefinite period, (iv) at the present time, can afford a complete loss of such investment, and (v) does not have an overall commitment to investments which are not readily marketable that is disproportionate to Buyer's net worth, and Buyer's investment in the Shares will not cause such overall commitment to become excessive. (f) Buyer is an "accredited investor" (as defined in Regulation D promulgated under the Act) and the undersigned's total investment in the Shares does not exceed 10% of the Buyer's net worth. (g) Buyer recognizes that the Company has had only limited revenues to date and that the Shares as an investment involve significant risks. (h) Buyer will not transfer the Shares without registering them under applicable federal and state securities laws unless the transfer is exempt from registration. Buyer realizes that the Company may not allow a transfer of Shares unless the transferee is also an "accredited investor". Buyer understands that legends will be placed on certificates representing the Shares, with respect to the above restrictions on resale or other disposition of the Shares and that stop transfer instructions have or will be placed with respect to the Shares so as to restrict the assignment, resale or other disposition thereof. (i) The Company will direct its transfer agent to, or will itself, place such a stop transfer order in its books respecting transfer of the Shares, and the certificate or certificates representing the Shares will bear the following legend or a legend substantially similar thereto: (j) That Buyer understands that Rule 144, promulgated by the Securities and Exchange Commission under the Act, may not be currently available for sale of the Shares, and there is no assurance that it will be available at any particular time in the future. If and when Rule 144 is available for sale of the Common Stock underlying the Shares, such sales in reliance upon Rule 144 may only be (i) in limited quantities after the Shares have been held for one (1) year after being sold by the Company, or (ii) in unlimited quantities by non-affiliates after the Shares have been held for two (2) years after being sold by the Company, in each case in accordance with the conditions of the Rule, all of which must be met (including the requirement, if applicable, that adequate information concerning the Company is then available to the public). The Company and Buyer acknowledges that the Company has no obligation to supply the information required for sales under Rule 144. (k) The Purchase Price to be paid by Buyer to Company for the Shares has been determined by Buyer as fair and appropriate based solely upon Buyer's independent investigation and due diligence of the Company, and neither Buyer nor the consummation Company nor any of their agents, including, without limitation, any of their officers, directors, employees, accountants and attorneys, has made any representations or warranties whatsoever in connection with the sale of the Shares by the Company to Buyer. Buyer has had sufficient opportunity in connection with the sale of the Shares to review the Company's business and affairs (including, without limitation, the Company's financial statements and other information). The Buyer has had answered to his satisfaction any questions with respect to the Company's business and affairs. Buyer further has had the opportunity to obtain independent financial, legal, accounting, business, tax and other appropriate advice with respect to the transactions contemplated herebyby this Agreement, will constitute a violation of, or be in conflict with, or constitute or create a default under: and is not relying upon the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party or by which the Buyer Company or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; (d) Upon receipt of all regulatory authorizations required to be obtained by Buyer pursuant to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise, required to perform its obligations under this Agreement; and (e) no representation or warranty of Buyer made in this Agreement or agents in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or manner in connection with the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleadingsame.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants Buyer, to induce Seller that the following statements are true, correct and complete as of the execution date of to enter into this Agreement and to complete Closing, makes the following representations and warranties to Seller, which representations and warranties are true and correct as of the date of this Agreement, and shall be true and correct at and as of the Closing:Closing Date in all respects as though such representations and warranties were made both at and, as of the date of this Agreement, and except as otherwise set forth herein, at and as of the Closing Date. (a) Buyer is a corporation limited liability company, duly formed, validly existing and in good standing under the laws of the state in which it is organized State of Delaware, with all legal power and is in good standingauthority to undertake, observe and is duly qualified to conduct business, in perform all of the jurisdictions in which it operates;Buyer’s agreements and obligations hereunder. (b) Buyer has all requisite power full power, authority and authority legal right to enter into execute, deliver and comply with this Agreement, execute and deliver all actions of the Xxxx Buyer and other authorizations necessary or appropriate for the execution and delivery of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; compliance with this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, have been taken or obtained and this Agreement constitutes the valid and legally binding obligations obligation of Buyer, are or will be the Buyer enforceable against it in accordance with their respective its terms; and the individual executing this Agreement and each of the documents executed in connection herewith on behalf of the Buyer has the power and authority to do so. This Agreement and all documents executed by Buyer that are to be delivered to Seller at Closing (i) are, except as or at the enforceability thereof may be limited time of Closing will be, duly authorized, executed and delivered by applicable bankruptcyBuyer, insolvencyand (ii) do not, reorganization and at the time of Closing will not, violate any provision of any agreement or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability judicial order to which Buyer is sought in a proceeding in equity or law);party. (c) neither No consents are required to be obtained from, and no filings are required to be made with, any governmental authority or third party in connection with the execution and delivery of this Agreement by the Buyer, nor Buyer or the consummation by the Buyer of the transactions contemplated hereby, will constitute a violation of, or be in conflict with, or constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party or by which the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority;. (d) Upon receipt Neither Buyer nor any of all regulatory authorizations required its affiliates is, nor will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to be obtained by Buyer pursuant to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatoryCommit, or otherwiseSupport Terrorism) or other governmental action and does not, required to perform its obligations under this Agreement; andactual knowledge, engage in any dealings or transactions or be otherwise associated with such persons or entities. (e) no representation or warranty Buyer acknowledges that the Property may be subject to the federal Americans With Disabilities Act (the "ADA") and the federal Fair Housing Act (the "FHA"). The ADA requires, among other matters, that tenants and/or owners of Buyer made in this Agreement or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or in connection with the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary "public accommodations" remove barriers in order to make the Property accessible to disabled persons and provide auxiliary aids and services for hearing, vision or speech impaired persons. Seller makes no warranty, representation or warranty guarantee of any type or kind with respect to the Property's compliance with the ADA or the FHA (or any similar state or local law), and Seller expressly disclaims any such representation. Buyer acknowledges that it is solely responsible for determining whether the Property complies with the ADA and the FHA. The provisions of this Section 11(e) shall survive indefinitely the Closing or earlier termination of this Agreement and shall not misleadingbe merged into the Deed or other closing documents. (f) It is expressly acknowledged by Buyer that this transaction is not subject to any financing contingency and no financing for this transaction shall be provided by Seller. (g) Buyer is a sophisticated and experienced Buyer of commercial properties including without limitation, apartment projects, and has participated in and is familiar with the acquisition, development, redevelopment, ownership, management, and operation of real estate projects similar to the Property. Buyer has or will have under the terms of this Agreement adequate opportunity to complete and will have completed all physical, financial, legal and regulatory investigations and examinations relating to the Property that it deems necessary, and will acquire the same on the basis of such investigations and examinations and the title insurance protection afforded by the Title Policy as well as the basis of any financial information, rent roll and Leases provided or to be provided by Seller.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the ClosingCompany: (a) The Shares are being acquired by Buyer is for investment for an indefinite period, for Buyer’s own account, not as a corporation validly existing and in good standing under the laws of the state in which it is organized and is in good standingnominee or agent, and is duly qualified not with a view to conduct businessthe sale or distribution of any part thereof, in all and the Buyer has no present intention of selling, granting participations in, or otherwise distributing the jurisdictions in which it operates;same except as may be permitted by the Securities Act of 1933, as amended (the “Act”). (b) Buyer has all requisite power and authority does not have any contract, undertaking, agreement or arrangement with any person to enter into this Agreementsell, execute and deliver transfer, or grant participation to such person or to any third person, with respect to the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of Buyer, are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law);Shares. (c) neither That Buyer understands that the execution Shares have not been registered under the Securities Act of 1933, as amended (the “Act”), in reliance upon the exemptions from the registration provisions of the Act contained in Section 4 (2) thereof, and delivery any continued reliance on such exemption is predicated on the representations of the Buyer set forth herein. (d) Buyer understands that the Shares must be held indefinitely unless the sale or other transfer thereof is subsequently registered under the Act, as amended, or an exemption from such registration is available. Buyer further understands that the Company is under no obligation to register the Securities on its behalf or to assist him in complying with any exemption from registration except as otherwise provided herein. (e) Buyer (i) has adequate means of providing for his current needs and possible contingencies, (ii) has no need for liquidity in this Agreement investment, (iii) is able to bear the substantial economic risks of an investment in the Shares for an indefinite period, (iv) at the present time, can afford a complete loss of such investment, and (v) does not have an overall commitment to investments which are not readily marketable that is disproportionate to Buyer’s net worth, and Buyer’s investment in the Shares will not cause such overall commitment to become excessive. (f) Buyer is an “accredited investor” (as defined in Regulation D promulgated under the Act) and the undersigned’s total investment in the Shares does not exceed 10% of the Buyer’s net worth. (g) Buyer recognizes that the Company has had only limited revenues to date and that the Shares as an investment involve significant risks. (h) Buyer will not transfer the Shares without registering them under applicable federal and state securities laws unless the transfer is exempt from registration. Buyer realizes that the Company may not allow a transfer of Shares unless the transferee is also an “accredited investor”. Buyer understands that legends will be placed on certificates representing the Shares, with respect to the above restrictions on resale or other disposition of the Shares and that stop transfer instructions have or will be placed with respect to the Shares so as to restrict the assignment, resale or other disposition thereof. (i) The Company will direct its transfer agent to, or will itself, place such a stop transfer order in its books respecting transfer of the Shares, and the certificate or certificates representing the Shares will bear the following legend or a legend substantially similar thereto: (j) That Buyer understands that Rule 144, promulgated by the Securities and Exchange Commission under the Act, may not be currently available for sale of the Shares, and there is no assurance that it will be available at any particular time in the future. If and when Rule 144 is available for sale of the Common Stock underlying the Shares, such sales in reliance upon Rule 144 may only be (i) in limited quantities after the Shares have been held for one (1) year after being sold by the Company, or (ii) in unlimited quantities by non-affiliates after the Shares have been held for two (2) years after being sold by the Company, in each case in accordance with the conditions of the Rule, all of which must be met (including the requirement, if applicable, that adequate information concerning the Company is then available to the public). The Company and Buyer acknowledges that the Company has no obligation to supply the information required for sales under Rule 144. (k) The Purchase Price to be paid by Buyer to Company for the Shares has been determined by Buyer as fair and appropriate based solely upon Buyer’s independent investigation and due diligence of the Company, and neither Buyer nor the consummation Company nor any of their agents, including, without limitation, any of their officers, directors, employees, accountants and attorneys, has made any representations or warranties whatsoever in connection with the sale of the Shares by the Company to Buyer. Buyer has had sufficient opportunity in connection with the sale of the Shares to review the Company’s business and affairs (including, without limitation, the Company’s financial statements and other information). The Buyer has had answered to his satisfaction any questions with respect to the Company’s business and affairs. Buyer further has had the opportunity to obtain independent financial, legal, accounting, business, tax and other appropriate advice with respect to the transactions contemplated herebyby this Agreement, will constitute a violation of, or be in conflict with, or constitute or create a default under: and is not relying upon the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party or by which the Buyer Company or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; (d) Upon receipt of all regulatory authorizations required to be obtained by Buyer pursuant to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise, required to perform its obligations under this Agreement; and (e) no representation or warranty of Buyer made in this Agreement or agents in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or manner in connection with the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleadingsame.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closing: (a) Buyer is a corporation validly existing and in good standing under the laws of the state in which it is organized and is in good standing, and is duly qualified to conduct business, in all of the jurisdictions in which it operates; (b) Buyer has all requisite power and authority to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as of the Closing, the Deed, the Easement Agreements and Xxxx of Sale will constitute, the valid and legally binding obligations of Buyer, are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the execution and delivery of this Agreement by the Buyer, nor the consummation by the Buyer of the transactions contemplated hereby, will constitute a violation of, or be in conflict with, or constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party or by which the Buyer or any of its properties is bound or to which the Buyer or any Service Agreement No. 1631 of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; (d) Upon receipt of all regulatory authorizations required to be obtained by Buyer pursuant to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwiseotherwise required to enter into this Agreement; (e) upon receipt of all Regulatory Approvals contemplated by Section 1.8 of Article I of this Agreement, Buyer will hold all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise (including any and all required approvals from the FERC and the NYPSC), required to perform its obligations obligation under the terms of this Agreement; and (ef) no representation or warranty of Buyer made in this Agreement or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or in connection with the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleading.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants As a material inducement to Seller that to enter into this Agreement, Buyer makes the following statements are true, correct representations and complete as of the execution date of this Agreement and as of the date of the Closingwarranties to Seller: (a) Buyer is a corporation validly existing and in good standing under the laws of the state in which it is has been duly organized and is validly existing in good standing, its jurisdiction of organization and is duly qualified fully authorized to conduct business, in all of enter into and perform its obligations under this Agreement and to carry out the jurisdictions in which it operates;transactions contemplated hereby. (b) Buyer has all requisite power and authority is fully authorized to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake perform its obligations hereunder under this Agreement and consummate to carry out the transactions contemplated hereby; thereby and this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, the represents a valid and legally binding obligations obligation of Buyer, are or will be enforceable Buyer in accordance with their respective its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law);. (c) neither Neither the execution and nor delivery of this Agreement by the Buyer, nor the consummation by the Buyer of the transactions contemplated hereby, will constitute herein by Buyer constitutes a violation of, or be in conflict with, breach of applicable law or constitute of any provision of any contract or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment instrument to which the Buyer is a party or by which the Buyer it is bound, or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation writ, injunction, decree or rule judgment applicable to Buyer. This Agreement constitutes the legal, valid and binding obligation of any court or governmental authority;Buyer enforceable in accordance with its terms. (d) Upon receipt Buyer has made, either alone or together with its advisors, such independent investigation of all regulatory authorizations required the Business as Buyer deems to be obtained by Buyer pursuant to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatorybe, or otherwisesuch advisors have advised to be, required to perform its obligations under this Agreement; and (e) no representation necessary or warranty of Buyer made in this Agreement or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or advisable in connection with the transactions contemplated hereby contains by this Agreement; provided that such investigation by Buyer shall not relieve Seller of any liability for a breach of its representations and warranties contained herein. (e) The shares of Target upon issuance: (i) will be free and clear of any security interests, liens, claims or other encumbrances, subject to restrictions upon transfer under the Securities Act and any applicable state securities laws; (ii) will contain have been duly and validly authorized and duly and validly issued, and will be fully paid and non-assessable (with no personal liability attaching to the holders thereof or to the Company) and will be free from preemptive rights or rights of first refusal held by any untrue statement person; provided Seller’s representations herein are true and accurate and Seller takes no actions or fails to take any actions required for the acquisition of material fact or omits or the Shares to be in compliance with all applicable laws and regulations; and (iii) will omit to state any material fact necessary have been issued in order to make reliance upon an exemption from the representation or warranty registration requirements of and will not misleadingresult in a violation of Section 5 under the Securities Act.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closingthat: (a) Buyer is a corporation fully organized, validly existing and in good standing under the laws of the State of Texas, and duly qualified to carry on its business in each state in which it is organized and is in good standing, and is duly qualified failure to conduct business, in all of the jurisdictions in which it operatesso qualify would have a materially adverse effect on Buyer’s business or properties; (b) Buyer has all requisite power and authority to carry on its business as presently conducted, to enter into this Agreement, execute to purchase the Interests on the terms described in this Agreement, and deliver the Xxxx of Sale, undertake to perform its other obligations hereunder and consummate the transactions contemplated hereby; under this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of Buyer, are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the execution and delivery of this Agreement by the Buyer, nor the Agreement. The consummation by the Buyer of the transactions contemplated hereby, by this Agreement will constitute a violation ofnot violate, or be in conflict with, any provision of Buyer’s governing documents or constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment instrument to which the Buyer is a party or by which the Buyer or any of its properties it is bound or to which the Buyer or any of such properties is subject; or any statute bound, or any judgment, decree, order, statute, rule or regulation applicable to Buyer; (c) This Agreement has been duly executed and delivered on behalf of Buyer. This Agreement constitutes a legal, valid and binding obligation of Buyer, enforceable in accordance with its terms, subject, however, to the effect of bankruptcy, insolvency, reorganization, moratorium and similar laws, as well as to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or rule of any court or governmental authorityat law; (d) Upon receipt of all regulatory authorizations required to be obtained by Buyer pursuant to Section 1.7 of Article I of this Agreementhas incurred no liability, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, contingent or otherwise, required for brokers’ or finders’ fee relating to perform its obligations under the transactions contemplated by this AgreementAgreement for which Seller shall have any responsibility whatsoever; (e) Buyer acknowledges that Seller makes and has made no representation or warranty as to the future amounts of production of oil or gas attributable to the Interests or as to the profitability of the Interests; and (ef) Buyer acknowledges that Seller makes and has made no representation or warranty as to the condition or fitness for use of Buyer made in this Agreement any of the fixtures or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or in connection equipment associated with the transactions contemplated hereby contains or will contain any untrue statement Interests. Buyer has conducted a physical inspection of material fact or omits or will omit such fixtures and equipment and is willing to state any material fact necessary accept same in order to make the representation or warranty not misleading“AS IS” condition.

REPRESENTATIONS AND WARRANTIES OF BUYER. Each Buyer for itself only, hereby represents and warrants to Seller that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the ClosingGunnerman: (a) Buyer is a corporation validly existing and in good standing under the laws of the state in which it is organized and is in good standing, and is duly qualified to conduct business, in all of the jurisdictions in which it operates; (b) Buyer has all requisite power and authority to execute, deliver and perform this Agreement and to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; by this Agreement. The officer or officers of Buyer who shall execute and deliver this Agreement constituteshave been duly authorized to do so by all requisite action on the part of Buyer. Buyer has duly authorized the execution, anddelivery and performance of this Agreement, as of the Closinghas duly executed and delivered this Agreement and this Agreement constitutes a legal, the Xxxx of Sale will constitute, the valid and legally binding obligations obligation of Buyer, are or will be enforceable against Buyer in accordance with their respective its terms. (b) Buyer has made such examination, review and investigation of the Purchased Stock and the Company, and of any and all facts and circumstances necessary to evaluate the Purchased Stock it has deemed necessary or appropriate. Except for the representations and warranties specifically and expressly made by Gunnerman above (a) Buyer has been and will continue to be solely responsible for Buyer’s own independent investigations as to all aspects of the contemplated transactions; and (b) Buyer has not relied upon any expressed or implied, written or oral, representation, warranty or other statement by or on behalf of Gunnerman concerning the Purchased Stock and the Company, except for such representations and warranties of Gunnerman as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally are specifically and by general equitable principles (regardless of whether enforceability is sought expressly provided in a proceeding in equity or law);this Agreement. (c) neither Buyer is acquiring the execution Purchased Stock without any view either to participate in (other than as described in this Agreement), or to sell the Purchased Stock in connection with any public distribution thereof, and delivery Buyer has no intention of this Agreement by the Buyer, nor the consummation by the Buyer making any distribution of the transactions contemplated herebyPurchased Stock in a manner which would violate applicable securities laws; provided, will constitute a violation ofhowever, or be in conflict with, or constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party or by which the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; (d) Upon receipt of all regulatory authorizations required to be obtained by Buyer pursuant to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise, required to perform its obligations under this Agreement; and (e) no representation or warranty of Buyer made that nothing in this Agreement shall restrict or limit in any attachment, certificate, way Buyer’s ability and right to dispose of all or other document or writing delivered to, or part of the Purchased Stock in accordance with such laws if at some future time Buyer deems it advisable to be delivered to, Seller pursuant to this Agreement or in connection with the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleadingdo so.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closing: (a) Buyer is a corporation validly existing and in good standing under the laws of the state in which it is organized and is in good standing, and is duly qualified to conduct business, in all of the jurisdictions in which it operates; (b) Buyer has all requisite power and authority to enter into this Agreement, execute and deliver the Xxxx Bill of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as of the Closing, the Xxxx Deed, the Easement Agreements and Bill of Sale will constitute, the valid and legally binding obligations of Buyer, are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the execution and delivery of this Agreement by the Buyer, nor the consummation by the Buyer of the transactions contemplated hereby, will constitute a violation of, or be in conflict with, or constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party or by which the Buyer or any of its properties is bound or to which the Buyer or any Service Agreement No. 1631 of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; (dx) Upon receipt of all regulatory authorizations required to be obtained by Buyer pursuant to Section 1.7 of Article I of this Agreement, Buyer Xxxxx holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwiseotherwise required to enter into this Agreement; (e) upon receipt of all Regulatory Approvals contemplated by Section 1.8 of Article I of this Agreement, Buyer will hold all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise (including any and all required approvals from the FERC and the NYPSC), required to perform its obligations obligation under the terms of this Agreement; and (ef) no representation or warranty of Buyer made in this Agreement or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or in connection with the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleading.

REPRESENTATIONS AND WARRANTIES OF BUYER. Except as disclosed by Buyer hereby on Buyer’s reports, statements, schedules, prospectuses, and other documents filed with the Securities and Exchange Commission (the “SEC”) in accordance with the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (collectively, as amended and/or supplemented to date, the “Securities Filings”), Buyer represents and warrants to Seller that the following statements are true, correct and complete Sellers as of the execution date of this Agreement and as of the date of the Closingfollows: (a) 6.01. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the state in which it is organized and is in good standing, and State of Nevada. 6.02. Buyer is duly qualified to conduct businessbusiness under the laws each jurisdiction where such qualification is necessary, in all of except where the jurisdictions in which it operates;failure to be so qualified would not have a Material Adverse Effect. 6.03. Subject to Section 4.04 (bf) a herein, Buyer has all other requisite corporate power and authority to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of Buyer, are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or all other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the execution and delivery of this Agreement by the Buyer, nor the consummation by the Buyer of the transactions contemplated hereby, will constitute a violation of, or be in conflict with, or constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party or by which the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; (d) Upon receipt of all regulatory authorizations required agreements to be obtained by Buyer pursuant to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise, required to perform its obligations under this Agreement; and (e) no representation or warranty of Buyer made in this Agreement or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or entered into in connection with the transactions contemplated hereby contains or to which it is a party, and to perform its obligations hereunder and thereunder. The execution and delivery by Buyer of this Agreement and all other agreements to be entered into in connection with the transactions contemplated hereby to which it is a party, and the performance by Buyer of its obligations hereunder and thereunder, shall be duly and validly authorized by all necessary corporate action on the part of Buyer, including any vote of stockholders. This Agreement has been, and upon execution and delivery thereof, each of the other agreements to be entered into in connection with the transactions contemplated hereby to which Buyer is a party will contain any untrue statement be, duly and validly executed and delivered by Buyer and the valid and binding obligations of material fact or omits or will omit Buyer, enforceable against Buyer in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws from time to state any material fact necessary time in order to make effect affecting the representation or warranty not misleadingenforcement of creditors’ rights generally, and except as enforcement of remedies may be limited by general equitable principles.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that makes the following statements are true, correct representations and complete as of the execution date of this Agreement and as of the date of the Closingwarranties: (a) Buyer is a corporation limited partnership duly organized and validly existing and in good standing under the laws of the state in which it is organized State of Delaware. Buyer further represents and is in good standingwarrants to Seller that this Agreement and all documents executed by Buyer that are to be delivered to Seller at Closing (i) are, or at the time of Closing will be, duly authorized, executed and delivered by Buyer, (ii) do not, and at the time of Closing will not, violate any provision of any agreement or judicial order to which Buyer is duly qualified a party or to conduct businesswhich Buyer or any property owned by Buyer is subject and (iii) constitutes (or in the case of Closing Documents will constitute) a valid and legally binding obligation of Buyer, enforceable in all of the jurisdictions in which it operates;accordance with its terms. (b) Buyer has all requisite not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing, of any involuntary petition by Buyer's creditors, (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of Buyer's assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Buyer's assets, (v) admitted in writing its inability to pay its debts as they come due, or (vi) made an offer of settlement, extension or composition to its creditors generally. As of the Closing Date, Buyer will have sufficient funds to pay the Purchase Price and consummate the transactions contemplated by this Agreement. (c) Buyer has full and complete power and authority to enter into this Agreement, execute Agreement and deliver the Xxxx of Sale, undertake to perform its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of Buyer, are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law);hereunder. (cd) neither Buyer (i) is a sophisticated investor, (ii) is represented by competent counsel and (iii) understands the assumptions of risk and liability set forth in this Agreement. (e) No consents are required to be obtained from, and no filings are required to be made with, any Governmental Authority or third party in connection with the execution and delivery of this Agreement by the Buyer, nor Buyer or the consummation by the Buyer of the transactions contemplated hereby, will constitute a violation of, or be in conflict with, or constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents . Each of the Buyer, each as amended to daterepresentations and warranties of Buyer contained in this Section (i) is made on the Effective Date; any agreement or commitment to which the Buyer is a party or by which the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; (dii) Upon receipt of all regulatory authorizations required to shall be obtained deemed remade by Buyer pursuant to Section 1.7 of Article I of this Agreementand/or its assignee(s), Buyer holds all necessary approvals, authorizations, permits, licenses, consentsas applicable and appropriate, and other permissionsshall be true in all material respects, whether corporateas of the Closing Date; and (iii) shall survive the Closing until July 6, regulatory, or otherwise, required to perform its obligations under this Agreement; and (e) no representation or warranty of Buyer made in this Agreement or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or in connection with the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleading1998.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closingfollows: (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the state in which State of Colorado and has the requisite corporate power to carry on its business as it is organized now being conducted. Buyer is duly qualified to do business, and is in good standing, and is duly qualified to conduct business, in all of the jurisdictions each jurisdiction in which the Assets to be acquired by it operates;makes such qualification necessary. (b) Buyer has all requisite corporate power and authority to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake this Agreement and to perform its obligations hereunder under this Agreement. The execution, delivery and consummate performance of this Agreement and the transactions contemplated hereby; this hereby have been duly and validly authorized by all requisite corporate action on the part of Buyer. (c) This Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, the constitutes a valid and legally binding obligations agreement of Buyer, are or will be Buyer enforceable against Buyer in accordance with their respective its terms, except as the enforceability thereof may be limited by subject to: (i) applicable bankruptcy, insolvency, reorganization or reorganization, moratorium and other similar laws affecting of general application with respect to creditors’ rights ; (ii) general principles of equity; and (iii) the power of a court to deny enforcement of remedies generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law);based upon public policy. (cd) neither Neither the execution and delivery of this Agreement nor the consummation of the transactions and performance of the terms and conditions contemplated hereby by Buyer will (i) conflict with or result in any breach of any provision of the certificate of incorporation, bylaws and other similar governing documents of Buyer; (ii) be rendered void or ineffective by or under the terms, conditions or provisions of any agreement, instrument or obligation to which Buyer is a party or is subject; or (iii) violate or be rendered void or ineffective under any Law. (e) No consent, approval, authorization or permit of, or filing with or notification to, any person is required for or in connection with the execution and delivery of this Agreement by the Buyer, nor the consummation by the Buyer of the transactions contemplated hereby, will constitute a violation of, or be in conflict with, or constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party or by which the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; (d) Upon receipt of all regulatory authorizations required to be obtained by Buyer pursuant to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise, required to perform its obligations under this Agreement; and (e) no representation or warranty of Buyer made in this Agreement or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement for or in connection with the consummation of the transactions and performance of the terms and conditions contemplated hereby by Buyer. (f) Neither Buyer nor any Affiliate of Buyer has incurred any obligation or entered into any agreement for any investment banking, brokerage or finder's fee or commission in respect of the transactions contemplated hereby contains by this Agreement for which Seller or will contain any untrue statement Affiliate of material fact or omits or will omit to state Seller shall incur any material fact necessary in order to make the representation or warranty not misleadingliability.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closingfollows: (a) The Buyer represents and warrants to the Company and the Seller that the address of his principal residence is a corporation validly existing and in good standing under the laws of the state in which it is organized and is in good standing, and is duly qualified to conduct business, in all of the jurisdictions in which it operates;as set forth above. (b) The Buyer has all requisite power represents and authority warrants to enter into this Agreementthe Company and the Seller that the 1,016,829 Shares to be purchased by such Buyer is being, execute and deliver will be acquired by such Buyer for his own account, not as a nominee or agent, and not with a view to resale or distribution within the Xxxx meaning of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, andSecurities Act of 1933, as amended (the "Act"), and the rules and regulations thereunder, and such Buyer will not distribute the Shares in violation of the Closing, 1933 Act. The Buyer acknowledges the Xxxx total purchase price per share of Sale will constitute, $0.29 is $294,880.41 due and payable to the valid and legally binding obligations of Buyer, are or will be enforceable Seller in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless terms of whether enforceability is sought in a proceeding in equity or law);this Agreement. (c) neither The Purchaser (i) acknowledges that the execution Shares issue is not registered under the 1933 Act and delivery of this Agreement that the Shares to be acquired by him must be held indefinitely by him unless they are subsequently registered under the Buyer1933 Act or an exemption from registration is available, nor the consummation by the Buyer (ii) is aware that any routine sales under Rule 144 of the transactions contemplated hereby, will constitute a violation of, or be in conflict with, or constitute or create a default under: Securities and Exchange Commission under the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents 1933 Act of the BuyerShares may be made only in limited amounts and in accordance with the terms and conditions of that Rule and that in such cases where the Rule is not applicable, each as amended to date; any agreement or commitment to which the Buyer compliance with some other registration exemption will be required, (iii) is a party or aware that Rule 144 may not be presently available for use by which the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule Purchaser for resale of any court such Shares, and (iv) is aware that the Company is not obligated to register under the 1933 Act any sale, transfer or governmental authority;other disposition of the Shares. (d) Upon The Purchaser acknowledges receipt of all regulatory authorizations required to be obtained by Buyer pursuant to Section 1.7 copies of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consentsthe Company's recent filings with the Securities and Exchange Commission (the "SEC Reports"), and other permissionsrepresents and warrants that he has read the SEC Reports. The Purchaser confirms that the Company has made available to him the opportunity to ask questions of and receive answers from the Company's officers and directors concerning the business and financial condition of the Company, whether corporateand the Purchaser has received to his satisfaction such additional information about the business and financial condition of the Company as he requested. The Purchaser further confirms that as a result of his review of the SEC Reports, regulatoryand discussion with representatives of Pennsylvania Merchant Group Ltd, or otherwisefamiliar with the Company, required to perform its obligations under this Agreement; andhe is aware of the current business and financial condition of the Company. (e) no representation or warranty The Purchaser represents that (i) he is an "accredited investor" as such term is defined in Rule 501 of Buyer made Regulation D promulgated under the 1933 Act, (ii) his financial situation is such that the Purchaser can afford to bear the economic risk of holding the Shares for an indefinite period of time and suffer complete loss of his investment, and (iii) the Purchaser's knowledge and experience in this Agreement or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or in connection with financial business matters are such that the transactions contemplated hereby contains or will contain any untrue statement Purchaser is capable of material fact or omits or will omit to state any material fact necessary in order to make evaluating the representation or warranty not misleadingmerits and risks of his purchase of the Shares.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closingthat: (a) Buyer is a corporation validly existing and in good standing under the laws of the state in which it is organized and is in good standing, and is duly qualified to conduct business, in all of the jurisdictions in which it operates; (b) Buyer has all requisite necessary power and authority to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake to perform its obligations hereunder and to consummate the transactions contemplated hereby; this , without the consent or authorization of, or notice to, any third party, except those third parties to whom such consents or authorizations have been or will be obtained, or to whom notices have been or will be given, prior to the Closing. This Agreement constitutes, and, as of and the Closing, the Xxxx of Sale other documents and instruments to be delivered by Buyer pursuant hereto when delivered will constitute, the legal, valid and legally binding obligations of Buyer, are or will be enforceable against Buyer in accordance with their respective terms. (b) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will, except as the enforceability thereof may in any material respect, constitute a violation of or be limited by applicable bankruptcyin conflict with or constitute a default under any term or provision of any agreement, insolvency, reorganization instrument or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability lease to which Buyer is sought in a proceeding in equity or law);party. (c) neither To the execution best of Buyer's knowledge, there is no litigation, proceeding or action pending or threatened against or relating to Buyer which might materially and delivery adversely affect the ability of Buyer to consummate the transactions contemplated hereby or which questions the validity of this Agreement or any action taken or to be taken by Buyer pursuant hereto. (d) Buyer has qualified to be taxed as a real estate investment trust pursuant to Section 856 through 860 of the BuyerInternal Revenue Code, nor the consummation by for each of its taxable years ended December 31, 1993 through December 31, 1996, and the Buyer expects to so qualify for the fiscal year ending December 31, 1997. All of the representations and warranties set forth in this Section 5 shall be deemed renewed by Buyer on the Closing Date as if made at such time and shall survive the closing of the transactions contemplated hereby, will constitute hereby for a violation of, or be in conflict with, or constitute or create a default under: the Certificate period of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party or by which the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; one (d1) Upon receipt of all regulatory authorizations required to be obtained by Buyer pursuant to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise, required to perform its obligations under this Agreement; and (e) no representation or warranty of Buyer made in this Agreement or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or in connection with the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleadingyear.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closingfollows: (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the state in which it State of Washington and has received all necessary approval and authority to own its property and to carry on its business as is organized now owned and is in good standing, and is duly qualified to conduct business, in all of the jurisdictions in which it operates;operated by it. (b) Subject to the satisfaction of the conditions to Closing, the execution, delivery and performance of this Agreement has been, or in the event Buyer elects to proceed with the transaction provided for herein as of the end of the Feasibility Period will prior to the end of the Feasibility Period have been, duly authorized by all necessary corporate action of Buyer. (c) The person executing this Agreement on behalf of Buyer has all the requisite power and authority to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutesin the name of Buyer. (d) The execution, and, as delivery and performance of this Agreement by the person executing the same on behalf of the ClosingBuyer have been duly and validly authorized, and this Agreement and the Xxxx of Sale will constituteother agreements and instruments contemplated hereby to be executed and delivered by Buyer constitute legal, the valid and legally binding obligations of Buyer, are or will be Buyer enforceable in accordance with their respective terms, except as the such enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar creditors rights laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law);equity. (ce) neither Neither the execution and delivery of this Agreement by the Buyer, nor the consummation by the Buyer of the transactions contemplated hereby, will hereby shall result in a breach of or constitute a violation ofdefault under any agreement, document, instrument, or be in conflict with, or constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment other obligation to which the Buyer is a party or by which the Buyer may be bound or, to Seller’s knowledge, under any law, statute, ordinance, rule, governmental regulation or any of its properties is bound writ, injunction, order or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule decree of any court or governmental authority;body, applicable to Buyer or to the Property. (df) Upon receipt Buyer is knowledgeable in the acquisition and operation of all regulatory authorizations required to be obtained facilities of the type and nature being conveyed by Buyer pursuant to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise, required to perform its obligations Seller under this Agreement; and (e) no . Except for the warranties set forth in this Section 10, Buyer is not making and has not made any warranty or representation or warranty to Seller. The representations and warranties of Buyer made provided in this Agreement Section 10 shall survive the Closing for a period of nine (9) months from the Closing Date after which they shall terminate and be of no further force or effect except to the extent any litigation has been commenced with respect thereto prior to the expiration of such nine (9) month period, in any attachmentwhich case they shall survive until the final, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or in connection with the transactions contemplated hereby contains or will contain any untrue statement non appealable resolution of material fact or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleadingsuch litigation.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closingthat: (ai) Buyer is a corporation validly existing and in good standing under it has the laws of the state in which it is organized and is in good standing, and is duly qualified to conduct business, in all of the jurisdictions in which it operates; (b) Buyer has all requisite power and authority to enter into this Agreement, execute and deliver purchase the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as of the ClosingLoan, the Xxxx of Sale will constitute, other Loan Documents and the valid and legally binding obligations of Buyer, are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the execution and delivery of this Agreement by the Buyer, nor the consummation by the Buyer of the transactions contemplated hereby, will constitute a violation of, or be in conflict with, or constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party or by which the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; (d) Upon receipt of all regulatory authorizations required to be obtained by Buyer Claims pursuant to Section 1.7 of Article I the terms of this Agreement, (ii) Buyer holds has conducted its own due diligence with respect to the acquisition of the Loan, the other Loan Documents and the Claims, including without limitation, (a) the terms, provisions, validity and enforceability of the Loan Documents, (b) the perfection and/or priority of any lien against, security interests in and assignment of any and all necessary approvals, authorizations, permits, licenses, consentsof the Property therefore, and other permissions(c) the value, whether corporatecondition, regulatoryquality, or otherwisesufficiency of the description and amount of any such Property purportedly covered and affected by the Loan Documents, required to perform its obligations under (iii) except as expressly set forth in this Agreement; and , Buyer has not relied on any statements of Seller (eother than representations, warranties and covenants set forth herein), and is relying solely upon the results of Buyer’s own due diligence, (iv) no representation or warranty the person signing this Agreement on behalf of Buyer is duly authorized to do so, (v) Buyer is acquiring the Loan, the other Loan Documents and the Claims for its own account and not with a view to any public sale or distribution thereof and Buyer does not intend to sell, offer for sale or syndicate securities or fractional interests in Buyer in connection with the purchase of the Loan, the other Loan Documents and the Claims, provided however, nothing herein shall be construed or applied to prohibit or otherwise limit Buyer’s right to dispose of all or any portion of Buyer’s interest in the Loan, the other Loan Documents and the Claims in any manner Buyer so desires in compliance with all applicable laws, (vi) Buyer has such knowledge and experience in financial and business matters so that it is capable of evaluating the merits and risks relating to its purchase of the Loan, the other Loan Documents and the Claims and making an informed purchase and investment decision in connection therewith, (vii) Buyer has made such independent examination, review and investigation of the facts and circumstances necessary to evaluate the Loan, the other Loan Documents and the Claims as it has deemed necessary or appropriate to form a basis for its evaluation of a purchase of the Loan, the other Loan Documents and the Claims, and, other than representations, warranties and covenants made by Seller, Buyer is assuming all risk with respect to the completeness, accuracy or sufficiency of the Loan Documents, (viii) Buyer has retained counsel of its own choosing in performing its due diligence in connection with this Agreement or and has had adequate opportunity to consult with its counsel regarding this Agreement and the advisability of entering in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement Agreement, (ix) Buyer further acknowledges that in acquiring the Loan, the other Loan Documents and the Claims, Buyer is assuming the risk of full or partial loss that is inherent with the credit, collateral and collectability risks associated with the quality and character of the Loan, the other Loan Documents and the Claims, (x) Buyer has agreed to the Purchase Price on the basis of its own independent investigation and credit evaluation of the Loan, the other Loan Documents and the Claims and Buyer acknowledges that the amount ultimately received by Buyer in respect of the Loan, the other Loan Documents and the Claims may be less than the Purchase Price, and Buyer shall have no recourse to Seller for any such deficiency, except to the extent such deficiency results from a breach of a representation, warranty or covenant of Seller, (xi) Buyer has not engaged any broker or finder or incurred or become obligated to pay any broker’s commission or finder’s fee in connection with the transactions contemplated hereby contains by this Agreement, AND (xii) BUYER HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS SELLER, AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES, AGENTS, REPRESENTATIVES AND ATTORNEYS, FROM AND AGAINST ANY AND ALL LOSS, LIABILITY, CLAIM, JUDGMENT, DAMAGE AND EXPENSE WHATSOEVER (INCLUDING REASONABLE ATTORNEYS’ FEES AND AMOUNTS PAID IN SETTLEMENT) RELATED TO THE ACTIONS OR INACTION OF BUYER RELATED TO THE LOAN AFTER THE EFFECTIVE DATE; provided, however, that such loss, liability, claim, judgment, damage or will contain expense is not solely attributable to any untrue statement of material fact negligent act or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleadingomission by Seller.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closingfollows: (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the state in which State of Colorado and has the requisite corporate power to carry on its business as it is organized now being conducted. Buyer is duly qualified to do business, and is in good standing, and is duly qualified to conduct business, in all of the jurisdictions each jurisdiction in which the Assets to be acquired by it operates;makes such qualification necessary. (b) Buyer has all requisite corporate power and authority to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake this Agreement and to perform its obligations hereunder under this Agreement. The execution, delivery and consummate performance of this Agreement and the transactions contemplated hereby; this hereby have been duly and validly authorized by all requisite corporate action on the part of Buyer. (c) This Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, the constitutes a valid and legally binding obligations agreement of Buyer, are or will be Buyer enforceable against Buyer in accordance with their respective its terms, except as the enforceability thereof may be limited by subject to: (i) applicable bankruptcy, insolvency, reorganization or reorganization, moratorium and other similar laws affecting of general application with respect to creditors’ rights ; (ii) general principles of equity; and (iii) the power of a court to deny enforcement of remedies generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law);based upon public policy. (cd) neither Neither the execution and delivery of this Agreement nor the consummation of the transactions and performance of the terms and conditions contemplated hereby by Buyer will (i) conflict with or result in any breach of any provision of the certificate of incorporation, bylaws and other similar governing documents of Buyer; (ii) be rendered void or ineffective by or under the terms, conditions or provisions of any agreement, instrument or obligation to which Buyer is a party or is subject; or (iii) violate or be rendered void or ineffective under any Law. (e) No consent, approval, authorization or permit of, or filing with or notification to, any Person is required for or in connection with the execution and delivery of this Agreement by the Buyer, nor the consummation by the Buyer of the transactions contemplated hereby, will constitute a violation of, or be in conflict with, or constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party or by which the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; (d) Upon receipt of all regulatory authorizations required to be obtained by Buyer pursuant to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise, required to perform its obligations under this Agreement; and (e) no representation or warranty of Buyer made in this Agreement or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement for or in connection with the consummation of the transactions and performance of the terms and conditions contemplated hereby by Buyer. (f) Neither Buyer nor any Affiliate of Buyer has incurred any obligation or entered into any agreement for any investment banking, brokerage or finder's fee or commission in respect of the transactions contemplated hereby contains by this Agreement for which Seller or will contain any untrue statement Affiliate of material fact or omits or will omit to state Seller shall incur any material fact necessary in order to make the representation or warranty not misleadingliability.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants Buyer, to induce Seller that the following statements are true, correct and complete as of the execution date of to enter into this Agreement and to complete Closing, makes the following representations and warranties to Seller, which representations and warranties are true and correct as of the date of this Agreement, and shall be true and correct at and as of the Closing:Closing Date in all respects as though such representations and warranties were made both at and, as of the date of this Agreement, and except as otherwise set forth herein, at and as of the Closing Date. (a) Buyer is a corporation limited liability company, duly formed, validly existing and in good standing under the laws of the state in which it is organized and is in good standingState of Delaware, and is duly prior to the closing will be qualified to conduct businessdo business in the State of Georgia, in with all legal power and authority to undertake, observe and perform all of the jurisdictions in which it operates;Buyer’s agreements and obligations hereunder. (b) Buyer has all requisite power full power, authority and authority legal right to enter into execute, deliver and comply with this Agreement, execute and deliver all actions of the Xxxx Buyer and other authorizations necessary or appropriate for the execution and delivery of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; compliance with this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, have been taken or obtained and this Agreement constitutes the valid and legally binding obligations obligation of Buyer, are or will be the Buyer enforceable against it in accordance with their respective its terms; and the individual executing this Agreement and each of the documents executed in connection herewith on behalf of the Buyer has the power and authority to do so. This Agreement and all documents executed by Buyer that are to be delivered to Seller at Closing (i) are, except as or at the enforceability thereof may be limited time of Closing will be, duly authorized, executed and delivered by applicable bankruptcyBuyer, insolvencyand (ii) do not, reorganization and at the time of Closing will not, violate any provision of any agreement or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability judicial order to which Buyer is sought in a proceeding in equity or law);party. (c) neither No consents are required to be obtained from, and no filings are required to be made with, any governmental authority or third party in connection with the execution and delivery of this Agreement by the Buyer, nor Buyer or the consummation by the Buyer of the transactions contemplated hereby, will constitute a violation of, or be in conflict with, or constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party or by which the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority;. (d) Upon receipt Neither Buyer nor any of all regulatory authorizations required its affiliates is, nor will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of OFAC of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to be obtained by Buyer pursuant to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatoryCommit, or otherwiseSupport Terrorism) or other governmental action and does not, required to perform its obligations under this Agreement; andactual knowledge, engage in any dealings or transactions or be otherwise associated with such persons or entities. (e) no representation Buyer acknowledges that the Property may be subject to the federal Americans With Disabilities Act (the "ADA") and the federal Fair Housing Act (the "FHA"). The ADA requires, among other matters, that tenants and/or owners of "public accommodations" remove barriers in order to make the Property accessible to disabled persons and provide auxiliary aids and services for hearing, vision or warranty of Buyer made speech impaired persons. Except as expressly set forth in this Agreement or in any attachmentClosing Document: (i) Seller makes no warranty, certificaterepresentation or guarantee of any type or kind with respect to the Property's compliance with the ADA or the FHA (or any similar state or local law), (ii) Seller expressly disclaims any such representation; and (iii) Buyer acknowledges that it is solely responsible for determining whether the Property complies with the ADA and the FHA. The provisions of this Section 11(e) shall survive indefinitely the Closing or earlier termination of this Agreement and shall not be merged into the Deed or other document closing documents. (f) It is expressly acknowledged by Buyer that this transaction is not subject to any financing contingency and no financing for this transaction shall be provided by Seller. (g) Buyer is a sophisticated and experienced Buyer of commercial properties including without limitation, apartment projects, and has participated in and is familiar with the acquisition, development, redevelopment, ownership, management, and operation of real estate projects similar to the Property. Buyer has or writing delivered towill have under the terms of this Agreement adequate opportunity to complete and will have completed all physical, or financial, legal and regulatory investigations and examinations relating to be delivered tothe Property that it deems necessary, Seller pursuant to and will acquire the same solely on the basis of such investigations and examinations and the title insurance protection afforded by the Title Policy and not (except as otherwise set forth in this Agreement or in connection with any Closing Document) on the transactions contemplated hereby contains basis of any information provided or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleadingbe provided by Seller.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closingthat: (a) Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the state in which jurisdiction of its incorporation, and has all requisite power and authority to own and lease the properties and assets it currently owns and leases and to carry on its business as such business is organized currently conducted. Buyer is duly licensed or qualified to transact business and is in good standing, standing in all jurisdictions where the character of the properties and assets now owned or leased by it or the nature of the business now conducted by it requires it to be so licensed or qualified if the failure to qualify might reasonably be expected to have a material adverse effect on the business or financial prospects of Buyer. Buyer is also duly licensed or qualified to do business and is duly qualified to conduct business, in all of good standing in each jurisdiction where the jurisdictions in which it operatesInterests are located; (b) Buyer has all requisite power and authority to enter into execute and deliver this Agreement, execute and deliver the Xxxx of Sale, undertake its obligations hereunder and to consummate the transactions contemplated hereby; this , and to perform the terms and conditions hereof to be performed by it. This Agreement constitutes, and, as and each of the Closingdocuments required to be delivered by Buyer hereunder, the Xxxx of Sale will constituteshall constitute Buyer's legal, the valid valid, and legally binding obligations of Buyerobligation, are or will be enforceable against Buyer in accordance with their respective its terms, except as the such enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting generally the enforcement of creditors’ ' rights generally and by general equitable principles (of equity, regardless of whether enforceability is sought considered in a proceeding in equity or at law); (c) neither the This Agreement and its execution and delivery by Buyer does not, and the fulfillment of and compliance by Buyer with the terms and conditions of this Agreement by the BuyerAgreement, nor and the consummation by the Buyer of the transactions contemplated hereby, will constitute a violation ofnot (i) require any filing, consent, authorization, or be in approval under, any law or administrative regulation or any judicial, administrative, or arbitration order, award, judgment, writ, injunction or decree applicable to or binding upon Purchaser (assuming the receipt of all routine governmental consents typically received after consummation of transactions of the nature contemplated by this Agreement), (ii) conflict with, or result in a breach of, constitute or create a default under: under (without regard to any requirements of notice or the Certificate lapse of Incorporationtime), bylawsaccelerate, operating or permit the acceleration of the performance required by, any mortgage, indenture, loan or credit agreement or similar organizational documents of the Buyer, each as amended to date; any other agreement or commitment instrument evidencing indebtedness for borrowed money to which the Buyer is a party or by which the Buyer or any of its properties it is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authoritybound; (d) Upon receipt No broker or finder is entitled to any brokerage or finder's fee, or to any commission, based in any way on agreements, arrangements or understandings made by or on behalf of all regulatory authorizations required to be obtained by Buyer pursuant to Section 1.7 for which Seller has any liability or obligation (whether contingent or otherwise); (e) Buyer is not a foreign person, foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code of Article I of this Agreement1986, Buyer holds all necessary approvals, authorizations, permits, licenses, consentsas amended, and other permissions, whether corporate, regulatory, or otherwise, required to perform its obligations under this Agreementregulations promulgated thereunder); and (ef) no representation In making the acquisition of the Interests hereunder, Buyer is acting in the conduct of its own business in the ordinary course. The Interests are not being acquired for distribution or warranty transfer in violation of Buyer made in this Agreement the securities laws of the United States or in of any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or in connection with the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleadingthereof.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to the Seller that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closingfollows: (a) Buyer is a corporation limited liability company which is validly existing and in good standing under the laws of the state in which it is organized and is in good standing, and is duly qualified to conduct business, in all State of the jurisdictions in which it operates;Delaware. (b) Buyer has all requisite power and authority to enter into execute and deliver this Agreement, execute and deliver the Xxxx of Sale, undertake its obligations hereunder and to consummate the transactions contemplated hereby; this Agreement constitutes, and, as of hereby and to perform all the Closing, the Xxxx of Sale will constitute, the valid terms and legally binding obligations of Buyer, are or will conditions hereof to be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited performed by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the it. The execution and delivery of this Agreement by the Buyer, nor the performance by Buyer of all the terms and conditions hereof to be performed by it and the consummation of the transactions contemplated hereby have been duly authorized and approved by the appropriate governing body of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the valid and binding obligation of Buyer, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency or other laws relating to or affecting the enforcement of creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) This Agreement and the execution and delivery hereof by Buyer does not, and the fulfillment and compliance with the terms and conditions hereof and the consummation of the transactions contemplated hereby will not conflict with, or require the consent of any person under, any of the terms, conditions or provisions of the organic documents of Buyer. (d) Buyer has or will have prior to the Closing Date, sufficient cash, available lines of credit or other sources of immediately available funds to enable it to make payment of the Purchase Price at the Closing. (e) There is no action, suit, proceeding or governmental investigation or inquiry pending, or to the knowledge of Buyer, threatened against Buyer or its subsidiaries or any of its properties that might delay, prevent or hinder the consummation of the transactions contemplated hereby, will constitute a violation of, or be in conflict with, or constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party or by which the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority;. (df) Upon receipt of all regulatory authorizations required to be obtained by Buyer pursuant to Section 1.7 of Article I of this Agreementhas incurred no liability, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, contingent or otherwise, required for brokers’ or finders’ fees relating to perform its obligations under this Agreement; and (e) no representation or warranty of Buyer made in this Agreement or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or in connection with the transactions contemplated hereby contains by this Agreement for which Seller shall have any responsibility whatsoever. (g) Buyer acknowledges and understands that (i) the Assets which are the subject of this Agreement have been utilized by Seller and its predecessor owners for the purposes of production, operation, processing, transportation and storage of hydrocarbons and related products and associated oil field operations, possibly including the storage and disposal of waste materials or will hazardous substances, (ii) in the past there may have been spills of wastes, crude oil, other hydrocarbons, produced water or other materials including, without limitation, any toxic, hazardous or extremely hazardous substances, onto the Assets, (iii) the Assets may contain buried pipelines and other equipment, whether or not of a similar nature, the locations of which may not now be known to Seller or be readily apparent from a physical inspection of the Assets, and (iv) Seller may not have the requisite complete information with which to determine the exact nature or condition of the Assets or the effect any untrue statement such uses have had on the physical condition of material fact or omits or will omit the Assets. Buyer further acknowledges that Seller has caused a Phase I environmental compliance audit of the Assets dated September, 2012 to state any material fact necessary in order to make the representation or warranty not misleading.be conducted by

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closing: (a) Buyer is a corporation validly existing and in good standing under the laws of the state in which it is organized and is in good standing, and is duly qualified to conduct business, in all of the jurisdictions in which it operates; (b) Buyer has all requisite power and authority to enter into this Agreement, execute and deliver the Xxxx Bill of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as of the Closing, the Xxxx Bill of Sale will constitute, the valid and legally binding obligations of Buyer, are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the execution and delivery of this Agreement by the Buyer, nor the consummation by the Buyer of the transactions contemplated hereby, will constitute a violation of, or be in conflict with, or constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party or by which the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; (d) Upon receipt of all regulatory authorizations required to be obtained by Buyer pursuant to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise, required to perform its obligations under this Agreement; and (e) no representation or warranty of Buyer made in this Agreement or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or in connection with the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleading.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that Sellers (subject to the following statements are true, correct limitations and complete exceptions disclosed in the correspondingly numbered Schedules to this Agreement) as of the execution date of this Agreement hereof and as of the date Closing (except to the extent such representations and warranties specifically speak only as of the Closingone of those dates or as of another date, in which case as of such date) as follows: (a) Buyer is a corporation duly organized, validly existing and corporation in good standing under the laws of the state in which it is organized State of Delaware and is in good standing, has the requisite corporate power and is duly authority to own its properties and to carry on its business as now being conducted. Buyer has qualified to conduct business, in all of the jurisdictions in which property owned, leased or operated by it operates;or the nature of the business conducted by it makes such qualification necessary and where the failure to so qualify would have a material adverse effect on it. (b) Buyer has all the requisite corporate power and authority to enter into this Agreement, execute Agreement and deliver the Xxxx of Sale, undertake its obligations hereunder Transaction Documents to which it is a party and to consummate the transactions contemplated hereby; herein and therein. The execution and delivery of this Agreement constitutesand the Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement and the Transaction Documents have been duly executed and delivered by Buyer and, as of assuming due execution and delivery by the Closingapplicable Sellers, the Xxxx of Sale will constitute, the constitute a valid and legally binding obligations obligation of Buyer, are or will be enforceable against Buyer in accordance with their respective terms, except and subject, as the enforceability thereof may be limited by applicable to enforceability, to: (i) bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or and other similar laws affecting creditors’ rights generally generally; and by (ii) general equitable principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforceability enforcement is sought in a proceeding in equity at law or lawequity); (c) neither . Neither the execution and delivery of this Agreement or the Transaction Documents by the Buyer, Buyer nor the consummation by the Buyer of the transactions contemplated hereby, will constitute hereby or thereby constitutes a violation ofof any provision of the certificate of incorporation or bylaws of Buyer or violates, or be is in conflict with, or constitute or create constitutes a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; under any agreement or commitment to which the Buyer is a party or by which the Buyer is bound, or any of its properties is bound or to which the Buyer or any of such properties is subject; or violates any statute or law or any judgment, decree, order, regulation or rule of any court or governmental authority;. (c) There is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of Buyer who will be entitled to any fee or commission from Sellers or any other person or entity upon consummation of the transactions contemplated by this Agreement. (d) Upon receipt There are no actions, suits or proceedings pending or, to the Knowledge of all regulatory authorizations required to Buyer, threatened against Buyer which could reasonably be obtained by expected to: (i) materially impair the ability of Buyer pursuant to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise, required to perform its obligations hereunder or under this Agreementthe other agreements contemplated hereby to be entered into by Buyer; andor (ii) delay or prevent the consummation of the transactions contemplated hereby or thereby. (e) no representation or warranty Buyer has sufficient financial resources, and at the Closing Buyer will possess sufficient funds, to permit Buyer to deliver the Purchase Price in accordance with Section 2.2, subject to satisfaction of Buyer made in this Agreement or in any attachment, certificate, or other document or writing delivered to, or the conditions precedent to be delivered to, Seller pursuant Buyer’s obligations to this Agreement or in connection with close the transactions contemplated hereby contains by this Agreement. (f) At the Closing, Buyer will be solvent and able to pay its debts as they become due and will not become insolvent or will contain any untrue statement otherwise unable to pay its debts as they become due as a result of material fact or omits or will omit the consummation of the transactions contemplated by this Agreement. (g) Buyer is acquiring the Ownership Interests for its own account and not with a view to state any material fact necessary in order to make the representation or warranty not misleadingdistribution thereof within the meaning of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”).

REPRESENTATIONS AND WARRANTIES OF BUYER. In connection with the delivery by Buyer hereby of the Purchase Price and the receipt by Buyer of the Purchased Shares in accordance with the terms and conditions of this Agreement, Buyer represents and warrants to each Seller that the following statements are true, correct and complete as of the execution date of this Agreement hereof and as of the date of the ClosingClosing as follows: (a) Buyer has been duly formed or incorporated and is a corporation validly existing and in good standing under the laws of the state in which it is organized and is in good standingits jurisdiction of incorporation or formation, and is duly qualified to conduct business, in all of the jurisdictions in which it operates; (b) Buyer has all requisite with power and authority to enter into into, deliver and perform its obligations under this Agreement. (b) This Agreement has been duly authorized, execute validly executed and deliver the Xxxx of Saledelivered by Buyer and, undertake its obligations hereunder and consummate the transactions contemplated hereby; assuming that this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, constitutes the valid and legally binding obligations agreement of such Seller, this Agreement is the valid and binding obligation of Buyer, are or will be enforceable against Buyer in accordance with their respective its terms, except as the enforceability thereof may be limited by subject to applicable bankruptcy, insolvency, reorganization or other fraudulent conveyance, reorganization, moratorium and similar laws affecting or relating to creditors’ rights generally and by subject, as to enforceability, to general equitable principles (regardless of equity, whether such enforceability is sought considered in a proceeding in equity or at law);. (c) neither the execution The execution, delivery and delivery performance by Buyer of this Agreement by the BuyerAgreement, nor including the consummation by the Buyer of the transactions contemplated herebyby this Agreement, will constitute not conflict with or result in a breach or violation of any of the terms or provisions of, or be in conflict with, or constitute or create a default under: (i) the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party or by which the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or (ii) any statute or any judgment, decree, order, rule or regulation or rule of any court or governmental authority;agency or body, domestic or foreign, having jurisdiction over Buyer or any of its subsidiaries or any of their respective properties that would reasonably be expected to have a material adverse effect on the legal authority or would prevent, materially delay or otherwise materially impede the Buyer’s timely performance of all its obligations hereunder in full. (d) Upon receipt There is no civil, criminal or administrative suit, action, proceeding, arbitration, investigation, review or inquiry pending or, to the knowledge of all regulatory authorizations required Buyer, threatened against or affecting Buyer or any of Buyer’s properties or rights that materially affects or would reasonably be expected to be obtained materially affect Buyer’s ability to consummate the transactions contemplated by Buyer pursuant to Section 1.7 of Article I of this Agreement, nor is there any decree, injunction, rule or order of any governmental authority or arbitrator outstanding against Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise, required any of Buyer’s properties or rights that materially affects or would reasonably be expected to perform its obligations under materially affect Buyer’s ability to consummate the transactions contemplated by this Agreement; and. (e) no representation In making its decision to purchase the Purchased Shares, Buyer represents and warrants that it has relied solely upon independent investigation made by Buyer or warranty of its investment adviser and the representations, warranties, covenants and agreements expressly made by the Sellers herein and by the Company in the Investment Agreement. Buyer made in this Agreement acknowledges and agrees that Buyer or in any attachment, certificate, its investment adviser has received such information as Buyer or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or in connection with the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state any material fact its investment adviser deems necessary in order to make an investment decision with respect to the representation Purchased Shares, including with respect to the Company, SPAC, the Sellers, the Mergers and the business of the Company and its subsidiaries and the Sellers. Buyer represents, acknowledges and agrees that Buyer and Buyer’s professional advisor(s), if any, have had the opportunity to ask such questions, receive such answers and obtain such information as Buyer and Buyer’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Purchased Shares. Buyer represents, acknowledges and agrees that it has not relied on any statements or warranty not misleadingother information provided by the Placement Agents or any affiliates of the Placement Agents, or any other person or entity (including the Company and its subsidiaries, SPAC, the Sellers or any of their respective affiliates or representatives) with respect to the Company, SPAC, the Sellers, the Mergers, the Merger Agreement and the business of the Company or its subsidiaries, SPAC or the Sellers or its decision to purchase the Purchased Shares other than the representations, warranties, covenants and agreements expressly made by the Sellers herein or by the Company in the Investment Agreement. (f) Buyer represents, acknowledges and agrees that Buyer or its investment adviser has considered the risks of an investment in the Purchased Shares and determined that (i) the Purchased Shares are a suitable investment for Buyer, and (ii) Buyer is able to bear the economic risk of a total loss of Buyer’s investment in the Company. Buyer acknowledges specifically that a possibility of total loss exists.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closingthat: (a) Buyer is a corporation validly existing and in good standing under the laws of Heilxxxx Xxxets include on the state in which it is organized and is in good standingdate hereof, and is duly qualified to conduct businessshall include on the Heilxxxx Xxxsing Date, (i) the breweries and other plants identified in Schedule C attached hereto; and (ii) all of the jurisdictions in which it operatesproducts and product names owned by or used by the Transaction Sellers and all rights associated therewith, including without limitation, all intellectual property rights; (b) on the Heilxxxx Xxxsing Date, Buyer has shall be the sole owner of all requisite power and authority to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of Buyer, are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law)Heilxxxx Xxxets; (c) neither the execution financial statement delivered to Seller for Buyer dated March 31, 1996 is true and delivery complete, as of this Agreement by its date and in all material respects on the BuyerHeilxxxx Xxxsing Date, nor the consummation by the Buyer of the transactions contemplated hereby, will constitute a violation of, or be in conflict with, or constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to which the and Buyer is a party or by which solvent on the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authoritydate hereof; (d) Upon receipt the financial statement delivered to Seller for GHB dated December 31, 1995 is, to the best of all regulatory authorizations required to be obtained by Buyer pursuant to Section 1.7 Buyer's knowledge, true and complete, as of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise, required to perform its obligations under this Agreement; anddate; (e) no representation the pro forma financial statement delivered to Seller for Buyer, after acquisition of the Heilxxxx Xxxets, dated May 2, 1996, is identical to the pro forma financial statement delivered by Seller to Morgxx Xxxranty Trust Company of New York ("Morgxx") xn connection with the making of the loans described in the Credit Agreement to be executed on or warranty about the date of the Heilxxxx Xxxsing ("Credit Agreement"), among Buyer, The Strox Xxxpanies, Inc. ("Strox, Xxc.") certain lending banks named therein, and Morgxx xx agent; (f) after consummation of the acquisition by Buyer made in this Agreement of the Heilxxxx Xxxets, neither Buyer nor any "Affiliate of Buyer" (as defined below) will have any obligation or in any attachmentcommitment, certificateoral or written, to purchase bottles or other document glass containers from any person or writing delivered to, or entity except (i) obligations to be delivered to, Seller pursuant to this Agreement Agreement, (ii) the existing, unfulfilled, portion of Buyer's obligations assumed from Heilxxxx xx other vendors to purchase no more than *** gross bottles in calendar year 1996, a portion of which obligations were fulfilled before the date hereof; (iii) obligations existing as of the date hereof to other vendors to purchase no more than *** gross bottles in calendar year 1997, *** gross bottles in calendar year 1998, *** gross bottles in calendar year 1999, *** gross bottles in calendar year 2000, and *** gross bottles in calendar year 2001, and (iii) incidental bottles purchased by Buyer for its own use and not for packaging, resale or in connection with the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleadingdistribution by Buyer.

REPRESENTATIONS AND WARRANTIES OF BUYER. The Buyer hereby represents and warrants to Seller that the following statements are trueeach Seller, correct which representations and complete as of the execution date of this Agreement and as of the date of warranties shall survive the Closing, the following: (a) Buyer is a corporation validly existing and in good standing under the laws of the state in which it is organized and is in good standing, and is duly qualified to conduct business, in all of the jurisdictions in which it operates; (b) Buyer has all requisite power and authority to enter into execute, deliver and perform under this Agreement and the other agreements, certificates and instruments to be executed by Buyer in connection with or pursuant to this Agreement, execute . Upon execution and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as of delivery by Buyer at the Closing, the Xxxx of Sale will constitutethis Agreement is a legal, the valid and legally binding obligations agreement of Buyer, are or will be enforceable against Buyer in accordance with their respective its terms, except as the such enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally and by subject to general equitable principles of equity (regardless of whether enforceability enforcement is sought in a proceeding at law or in equity or lawequity);. (cb) neither the execution The execution, delivery and delivery performance of this Agreement by Buyer will not conflict with or result in the Buyer, nor the consummation by the Buyer breach of the transactions contemplated hereby, will constitute a violation any term or provision of, or be in conflict with, violate or constitute or create a default under: the Certificate of Incorporation, bylawsany charter provision or bylaw or under any material agreement, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party or by which the Buyer or is in any of its properties is way bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority;obligated. (dc) Upon receipt of all regulatory authorizations required to be obtained by Buyer pursuant to Section 1.7 of Article I of this AgreementNo governmental, Buyer holds all administrative or other third party consents or approvals are required, necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise, required to perform its obligations under this Agreement; and (e) no representation or warranty appropriate on the part of Buyer made in this Agreement or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or in connection with the transactions contemplated hereby contains by this Agreement. (d) Buyer understands that the Securities are “restricted securities” and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities law and is acquiring the Securities as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Securities or any part thereof, has no present intention of distributing any of such Securities and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Buyer’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Buyer is acquiring the Securities hereunder in the ordinary course of its business. Buyer does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities. (e) At the time Buyer was offered the Securities, it was, and at the date hereof it is an “accredited investor” as defined in Rule 501(a) under the Securities Act. Buyer is not required to be registered as a broker-dealer under Section 15 of the Exchange Act of 1934, as amended. (f) Buyer acknowledges that there exists no public market for the Securities, that no such public market may develop in the future, the Securities, when issued, will contain be “restricted securities” and as a result, Buyer acknowledges that the Securities must be held indefinitely unless subsequently registered under the Act or unless an exemption from such registration is available. Buyer is aware of the provisions of Rule 144 promulgated under the Act which permit resales of common stock purchased in a private placement subject to certain limitations and to the satisfaction of certain conditions provided for thereunder, including, among other things, the existence of a public market for the common stock, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sale being effected through a “broker’s transaction” or in transactions directly with a “market maker” and the number of shares of common stock being sold during any untrue statement three-month period not exceeding specified limitations. (g) Buyer either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of material fact evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Buyer is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment. (h) Buyer is not purchasing the Securities as a result of any advertisement, article, notice or omits other communication regarding the Securities published in any newspaper, magazine or will omit similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. (i) Buyer acknowledges that Buyer has had the opportunity to state ask questions of, and receive answers from the Company or any material fact authorized person acting on its behalf concerning the Company and its proposed business plan (including its initial acquisition target and the need to raise additional capital through the offer and sale of equity and/or debt securities) and to obtain any additional information, to the extent possessed by the Company (or to the extent it could have been acquired by the Company without unreasonable effort or expense) necessary in order to verify the accuracy of the information received by Buyer. In connection therewith, Buyer acknowledges that Buyer has had the opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any authorized person acting on its behalf. Buyer has received and reviewed all the information concerning the Company and the Securities, both written and oral, that Buyer desires. Without limiting the generality of the foregoing, Buyer has been furnished with or has had the opportunity to acquire, and to review: all information, both written and oral, that Buyer desires with respect to the Company’s business, management, financial affairs and prospects. In determining whether to make this investment, Buyer has relied solely on (i) Buyer’s own knowledge and understanding of the Company and its business based upon Buyer’s own due diligence investigations and the information furnished pursuant to this paragraph, and (ii) the information described in subparagraph 2(j) below. (j) Buyer has carefully considered and has discussed with the Buyer’s legal, tax, accounting and financial advisors, to the extent the Buyer has deemed necessary, the suitability of this investment and the transactions contemplated by this Subscription Agreement for the Buyer’s particular federal, state, local and foreign tax and financial situation and has independently determined that this investment and the transactions contemplated by this Agreement are a suitable investment for the Buyer. Buyer has relied solely on such advisors and not on any statements or representations of the Company or any of its agents. Buyer understands that Buyer (and not the Company) shall be responsible for Buyer’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Subscription Agreement. (k) Buyer acknowledges and agrees that such Buyer’s investment in the Company is reasonable in relation to Buyer’s net worth and financial needs and Buyer is able to bear the economic risk of losing their entire investment in the Securities. (l) Buyer understands that any and all certificates representing the Securities and any and all securities issued in replacement thereof or in exchange therefore shall bear the following legend or one substantially similar thereto, which Buyer has read and understands: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.” In addition, the certificates representing the Securities, and any and all securities issued in replacement thereof or in exchange therefore, shall bear such legend as may be required by the securities laws of the jurisdiction in which Buyer resides. (m) Buyer has not been furnished with any oral representation or warranty oral information in connection with the offering of the Securities that is not misleadingcontained in, or is in any way contrary to or inconsistent with, statements made in this Agreement. (n) No representations or warranties have been made to Buyer by the Company or the Seller, or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Seller contained herein, and in purchasing the Securities the Buyer is not relying upon any representations other than those contained in this Agreement. (o) Buyer represents and warrants that Buyer has kept and will keep confidential any information made available in connection with its investigation of the Company and its intended business and agrees that all such information shall be kept in confidence by the Buyer and neither be used by the Buyer for the Buyer’s personal benefit (other than in connection with this Subscription) nor disclosed to any third party for any reason (other than Buyer’s legal and tax advisors) notwithstanding that the Buyer’s Subscription may not be accepted by the Company. (p) Buyer acknowledges that it is purchasing shares from Seller, whom is an “affiliate” of the Issuer as defined in Rule 405 under the Securities Act.

REPRESENTATIONS AND WARRANTIES OF BUYER. As an inducement to Seller to enter into this letter agreement and to consummate the transactions contemplated hereby, Buyer hereby represents and warrants to Seller that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closingfollows: (a) Buyer is a corporation validly existing has the right, power and in good standing under authority to enter into, and perform its obligations under, this letter agreement. Upon the laws execution of this letter agreement by each of the state parties hereto, this letter agreement will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in which it accordance with its terms. No consent or approval of any third party or governmental agency or authority is organized required for such party to execute and is in good standingdeliver this letter agreement or to perform its obligations hereunder. In addition, upon execution and is duly qualified to conduct business, in all delivery of the jurisdictions Note by Buyer, the Note will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in which it operatesaccordance with its terms; (b) Buyer is a sophisticated purchaser with respect to the purchase of the Shares and has all requisite power and authority relied on its own independent investigation, not on any information or representations furnished by Seller (except as set forth herein) in determining to enter into this Agreementletter agreement, execute and deliver acknowledges that the Xxxx of Sale, undertake its obligations hereunder and consummate purchase price may vary from any distributions that the transactions contemplated hereby; this Agreement constitutes, and, as Buyer may ultimately recover on account of the Closing, Shares and is aware that additional information regarding the Xxxx of Sale will constitute, the valid and legally binding obligations of Buyer, are or will be enforceable in accordance with their respective terms, except as the enforceability thereof Shares may be limited by applicable bankruptcy, insolvency, reorganization obtained from various court or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law)public files; (c) neither Buyer acknowledges and understands that Seller may possess material non-public information not known or available to Buyer (the execution "Excluded Information"), and delivery of this Agreement Buyer agrees that Seller shall have no liability to Buyer to the extent such liability is caused by the Buyer, nor the consummation by the Buyer non-disclosure of the transactions contemplated herebyExcluded Information; provided, will constitute however, that the foregoing limitation of liability shall not in any way limit the liability of Seller for a violation of, or be in conflict with, or constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party or by which the Buyer or any breach of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authorityrepresentations and warranties in this letter agreement; (d) Upon receipt except as otherwise expressly provided herein, the sale of all regulatory authorizations required the Shares by Seller to be obtained by Buyer pursuant is irrevocable and is on an "as is" basis without recourse to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise, required to perform its obligations under this AgreementSeller; and (e) no representation No broker, finder or warranty other person or entity acting pursuant to the authority of Buyer made in this Agreement or in is entitled to any attachment, certificate, broker's fee or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or commission in connection with the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleadinghereby.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that the following statements are true, correct and complete as of the execution date of this Agreement hereof and as of the date of the ClosingClosing Date that: (a) Buyer has been duly organized or formed, is a corporation validly existing and in good standing under the laws of the its state of organization or formation, is qualified to do business in which it any jurisdiction where such qualification is organized required, has full power and is in good standingauthority to carry out and consummate all transactions contemplated by this Agreement, and is has duly qualified authorized the taking of any and all actions necessary to conduct businesscarry out and consummate the transactions contemplated or to be performed on its part by this Agreement. All necessary corporate action has been taken to authorize the execution, in all delivery and performance by Buyer of the jurisdictions in which it operatesthis Agreement; (b) Buyer has all requisite power is not a "foreign corporation," "foreign partnership," "foreign limited liability company," "foreign trust," or "foreign estate" as those terms are defined in the Internal Revenue Code and authority to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; regulations promulgated thereunder; (c) The person(s) who have executed this Agreement constituteson behalf of Buyer are duly authorized so to do; (d) Upon execution by Buyer, andthis Agreement and all documents referenced herein or to be executed in connection herewith by Buyer, as of will constitute the Closinglegal, the Xxxx of Sale will constitute, the valid and legally binding obligations of Buyer, are or will be enforceable against Buyer in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (ce) neither There are no suits, actions, proceedings or investigations pending or threatened against or involving Buyer before any court, arbiter, administrative or governmental body which might reasonably result in a material adverse change in Buyer's ability to close the execution transaction contemplated by this Agreement; and (f) Buyer is not, and the authorization, execution, delivery and performance of this Agreement by and the Buyerdocuments, nor the consummation by the Buyer instruments and agreements provided for herein will not result in any breach of the transactions contemplated herebyor default under any other document, will constitute a violation of, instrument or be in conflict with, or constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party or by which the Buyer Buyer, or any of its properties Buyer's property, is bound subject or to which the Buyer or any of such properties is subject; or any statute or any judgmentbound. The authorization, decreeexecution, order, regulation or rule of any court or governmental authority; (d) Upon receipt of all regulatory authorizations required to be obtained by Buyer pursuant to Section 1.7 of Article I delivery and performance of this AgreementAgreement will not violate any applicable law, Buyer holds all necessary approvalsstatute, authorizationsregulation, permitsrule, licensesordinance, consents, and other permissions, whether corporate, regulatory, code or otherwise, required to perform its obligations under this Agreement; and (e) no representation or warranty of Buyer made order. All representations contained in this Agreement or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or in connection with Section shall survive the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleadingClosing.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents represents, warrants and warrants covenants to Seller that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closingfollows: (a) Buyer is a Delaware corporation duly organized, validly existing and in good standing under the laws of the state in which of Delaware and has the power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is organized now being conducted. Buyer is duly qualified to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities make such qualification appropriate, except where the failure to be so qualified would not individually or in the aggregate have a material adverse effect on Buyer's ability to complete the transactions contemplated by this Agreement. The execution and is delivery of this Agreement to Seller and the transactions contemplated hereby have been duly qualified authorized by Buyer's Board of Directors, and Buyer shall deliver to conduct businessSeller, in all at or prior to the execution hereof, copies, certified by Buyer's Secretary, of the jurisdictions in minutes of the meeting of its Board of Directors at which it operates;such authority was granted. (b) Buyer has taken all requisite power and authority action required by the laws of the State of Delaware or any other applicable law to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate authorize the transactions contemplated hereby; this Agreement constitutesherein. (c) There are no pending or, and, as of to the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations knowledge of Buyer, are threatened actions or proceedings before any court or administrative agency or other authority which might or will be materially or adversely affect Buyer's ability or right to perform all Buyer's obligations hereunder. (d) This Agreement constitutes the legal, valid, and binding agreement of Buyer, enforceable in accordance with their respective its terms. The consummation of the transactions contemplated hereby will not conflict with or result in a breach of any provision of, except as the enforceability thereof or constitute a default under, any contract, agreement, instrument, regulation, law, or order of any court, administrative agency or federal, state, or local authority to which Buyer is a party, by which it is bound, or to which it may be limited by applicable bankruptcysubject for which Buyer has not obtained a waiver or the consent of the affected party. The execution, insolvencydelivery, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the execution and delivery performance of this Agreement by Buyer will not (i) conflict with or result in a breach or violation of any term or provision of Buyer's Certificate of Incorporation or Bylaws, nor shall its execution, delivery, or performance conflict with or result in a breach of any of the terms, conditions, or any provision of, or constitute a default (or give rise to any right of termination, cancellation, acceleration, vesting, payment exercise, suspension or revocation) under, any indenture, mortgage, contract, agreement, or other instrument to which Buyer is a party, or by which it or its properties are or may be bound or affected, (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Buyer or the Buyer's properties or assets, nor except for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions or revocations that would not individually or in the consummation by aggregate have a material adverse effect on the Buyer of Buyer's ability to complete the transactions contemplated hereby, will constitute a violation ofby this Agreement, or be in conflict with, or (iii) constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended an event that would permit any party to date; terminate any agreement or commitment to which accelerate the Buyer is a party or by which the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule maturity of any court indebtedness or governmental authority; (d) Upon receipt other obligation of all regulatory authorizations required to be obtained by Buyer pursuant to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise, required to perform its obligations under this Agreement; andBuyer. (e) no representation or warranty of No broker has been engaged by Buyer made in connection with the transaction contemplated by this Agreement or in and no brokerage fees will be payable by the Buyer to any attachment, certificate, or party as the result of the consummation of such transaction. (f) Buyer has sufficient cash and/or available credit facilities and/or commitments to pay the Purchase Price and the Covad Cure Amount and to make all other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or necessary payments of fees and expenses in connection with the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make by this Agreement and the representation or warranty not misleadingDefinitive Documents.

REPRESENTATIONS AND WARRANTIES OF BUYER. Except as disclosed by Buyer hereby on Buyer’s reports, statements, schedules, prospectuses, and other documents filed with the Securities and Exchange Commission (the “SEC”) in accordance with the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (collectively, as amended and/or supplemented to date, the “Securities Filings”), Buyer represents and warrants to Seller that the following statements are true, correct and complete Sellers as of the execution date of this Agreement and as of the date of the Closingfollows: (a) 8.01. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the state in which it is organized and is in good standing, and State of Nevada. 8.02. Buyer is duly qualified to conduct businessbusiness under the laws each jurisdiction where such qualification is necessary, in all of except where the jurisdictions in which it operates;failure to be so qualified would not have a Material Adverse Effect. (b) 8.03. Buyer has all requisite corporate power and authority to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of Buyer, are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or all other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the execution and delivery of this Agreement by the Buyer, nor the consummation by the Buyer of the transactions contemplated hereby, will constitute a violation of, or be in conflict with, or constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party or by which the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; (d) Upon receipt of all regulatory authorizations required agreements to be obtained by Buyer pursuant to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise, required to perform its obligations under this Agreement; and (e) no representation or warranty of Buyer made in this Agreement or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or entered into in connection with the transactions contemplated hereby contains or to which it is a party, and to perform its obligations hereunder and thereunder. The execution and delivery by Buyer of this Agreement and all other agreements to be entered into in connection with the transactions contemplated hereby to which it is a party, and the performance by Buyer of its obligations hereunder and thereunder, have been duly and validly authorized by all necessary corporate action on the part of Buyer, including any vote of stockholders. This Agreement has been, and upon execution and delivery thereof, each of the other agreements to be entered into in connection with the transactions contemplated hereby to which Buyer is a party will contain any untrue statement be, duly and validly executed and delivered by Buyer and the valid and binding obligations of material fact or omits or will omit Buyer, enforceable against Buyer in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws from time to state any material fact necessary time in order effect affecting the enforcement of creditors’ rights generally, and except as enforcement of remedies may be limited by general equitable principles. 8.04. There is no requirement applicable to Buyer to make any filing with, or to obtain any permit, authorization, consent or approval of, any governmental entity as a condition to the representation lawful consummation by Buyer of the transactions contemplated pursuant to this Agreement. The execution, delivery and performance of this Agreement by Buyer does not, and the consummation of the transactions contemplated hereby will not (with or warranty not misleadingwithout the giving of notice, the lapse of time or both), (i) conflict with or result in any breach of any provision of the Articles of Incorporation or Bylaws of Buyer, or (ii) violate any applicable Law, rule, regulation, order, writ, judgment, ordinance, injunction or decree of any governmental entity to which Buyer is a party or is bound.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closingfollows: (a) Buyer is a corporation duly organized and validly existing and in good standing under the laws of the state in which it is organized jurisdiction of its organization and is in good standing, has full power to enter into and is duly qualified to conduct business, in all of the jurisdictions in which it operates;perform its obligations under this Agreement. (b) Buyer has all requisite power and authority to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of Buyer, are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the The execution and delivery of this Agreement by Buyer, the performance by Buyer of its covenants and agreements hereunder, and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all necessary corporate action, and this Agreement constitutes a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, or other laws affecting generally the enforceability of creditors’ rights and by general principles of equity. (c) Neither the execution and delivery of this Agreement, nor the consummation by the Buyer of the transactions contemplated hereby, will constitute a violation ofviolates any agreement of Buyer, or be in conflict withany statute, or constitute or create a default under: the Certificate of Incorporationordinance, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party or by which the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decreeregulation, order, regulation judgment, or rule decree of any court or governmental authority;agency to which Buyer is bound or subject. (d) Upon receipt Buyer has cash on hand, access to credit facilities with undrawn availability or access to other sources of all regulatory authorizations required liquidity that, collectively, are greater than or equal to be obtained by the Purchase Price. (e) Buyer is an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act (“Institutional Accredited Investor”) and is acquiring the Purchased Securities for its own account or for the account of an Institutional Accredited Investor as to which Buyer exercises sole investment discretion, and not with a view to any resale, distribution or other disposition of the Purchased Securities in violation of the United States securities laws or any applicable state securities laws. Buyer will not resell, transfer, assign or distribute the Purchased Securities except in compliance with (i) the requirements of the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities laws, or pursuant to Section 1.7 an available exemption therefrom, (ii) the Buyer Voting and Support Agreement and (iii) this Agreement. (f) Buyer has received and carefully reviewed the public filings of Article I the Issuer with the Securities and Exchange Commission and other publicly available information regarding the Issuer. Prior to the execution of this Agreement, Buyer holds all has been given access to and has had the opportunity to obtain such other information about the Issuer as it and its advisers deem necessary approvalsin connection with its decision to acquire the Purchased Securities. Buyer (i) is knowledgeable and experienced with respect to the financial, authorizationstax and business aspects of the ownership of the Purchased Securities and has evaluated the risks and merits of an investment in the Purchased Securities based exclusively on its own independent review and consultations with such investment, permitslegal, licensestax, consentsaccounting and other advisers as it deemed necessary, (ii) can bear the economic risk of an investment in the Purchased Securities for an indefinite period of time, and other permissionscan afford to suffer the complete loss thereof, whether corporate, regulatory, or otherwise, required to perform and (iii) has made its obligations under this Agreement; and (e) no own decision concerning its investment in the Purchased Securities without reliance on any representation or warranty of (other than the representations and warranties of Seller expressly set forth in Section 4), or advice from, Seller. (g) Buyer made acknowledges and understands that Seller and/or its affiliates may possess material nonpublic information regarding the Issuer not known to the Buyer that may impact the value of the Purchased Securities, including, without limitation, information received by employees of Seller and/or its affiliates in their capacities as directors, significant stockholders, affiliates and/or service providers of the Issuer. Buyer understands, based on its experience, the disadvantage to which Buyer is subject due to any disparity of information between Seller and Buyer. Notwithstanding the foregoing, Buyer has deemed it appropriate to enter into this Agreement or in and to acquire the Purchased Securities, and Buyer hereby irrevocably waives any attachment, certificate, or other document or writing delivered to, or to be delivered to, claim that it might have based on any non-disclosure by Seller pursuant to this Agreement or in connection with the transactions contemplated hereby contains or will contain of any untrue statement of such material fact or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleadingnonpublic information.

REPRESENTATIONS AND WARRANTIES OF BUYER. (a) Buyer hereby represents and warrants to Seller that each of the following statements are is true, correct complete and complete accurate in all material respects as of the execution date of this Agreement Effective Date, and shall be true, complete and accurate in all material respects as of the date of the Closing: (a) Buyer is a corporation validly existing and in good standing under the laws of the state in which it is organized and is in good standing, and is duly qualified to conduct business, in all of the jurisdictions in which it operates; (bi) Buyer has all the requisite power and authority to enter into and carry out and perform this Agreement, execute and deliver the Xxxx of Sale, undertake according to its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of Buyer, are or will be enforceable in accordance with their respective terms, except as and to acquire and own the enforceability thereof may be limited by applicable bankruptcyInterests, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law);manage each Property after Closing. (cii) neither Neither the execution and delivery of this Agreement, nor the performance of this Agreement by the Buyer, nor the consummation execution, delivery and performance of all other agreements contemplated by the Buyer of the transactions contemplated herebythis Agreement, will constitute a violation of, or be in shall conflict with, or constitute result in any breach of, any contract, agreement, law, rule or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment regulation to which the Buyer is a party party, or by which the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority;bound. (diii) Upon receipt This Agreement, once duly executed and delivered, shall constitute a legal and binding obligation of all regulatory authorizations required Buyer, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy and other laws affecting creditors rights generally. (iv) Each instrument to be obtained executed and delivered by Buyer pursuant to Section 1.7 this Agreement, or in connection herewith, shall, when executed and delivered, be valid and enforceable against Buyer in accordance with its terms, except as such enforcement may be limited by bankruptcy and other laws affecting creditors, rights generally. (v) There is no litigation, proceeding or investigation pending, or, to the best knowledge of Article I Buyer, threatened, against or affecting Buyer that might affect the validity of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise, required to perform its obligations under this Agreement; and (e) no representation or warranty of Buyer made in this Agreement or in any attachment, certificate, or other document or writing delivered toaction taken, or to be delivered totaken, Seller by Buyer pursuant to this Agreement Agreement, or that might have a material adverse effect on the business of Buyer. (b) All of the representations and warranties of Buyer set forth in connection with this Agreement, including, without limitation, the transactions contemplated hereby contains following indemnity, shall survive the Closing, and shall not be deemed to have merged in any document delivered at the Closing. (c) Buyer agrees to indemnify Sellers, and hold harmless and defend them, from and against any and all losses, costs, claims, liabilities, taxes (including taxes on any indemnification amount), damages and expenses, including, without limitation, reasonable attorneys' fees, arising as the result of a breach of any of the obligations, covenants, representations and/or warranties of Buyer set forth in this Agreement. In no event shall any Seller be entitled to seek or will contain obtain any untrue statement of material fact consequential, indirect or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleadingpunitive damages.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to each Seller that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closingfollows: (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the state jurisdiction of its organization and has full power and authority to execute this Agreement and to perform its obligations under this Agreement in which it is organized and is in good standing, and is duly qualified to conduct business, in all of the jurisdictions in which it operates;accordance with its terms. (b) This Agreement has been duly executed and delivered by Buyer has all requisite power and authority to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, the constitutes a valid and legally binding obligations obligation of Buyer, are or will be enforceable in accordance with their respective its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the . The execution and delivery of this Agreement by the Buyer, nor and the consummation by the Buyer of the transactions contemplated hereby, have been duly authorized by all necessary action, and no other proceeding on the part of Buyer is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby. (c) The execution, delivery and performance of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated hereby will constitute a violation not (i) conflict with or violate (A) any provision of its charter/articles of incorporation, (B) any order, decree, law, rule or regulation applicable to Buyer’s assets or (C) any indenture, mortgage, lease, loan agreement or other agreement or instrument by which Buyer or its assets is bound or affected, or (ii) require any consent, approval, authorization or other order of, or be in conflict action by, filing with, or constitute notification to, any federal, state or create other governmental or regulatory authority (except for any federal securities law filings required as a default under: consequence of effecting the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each purchase and as amended to date; any agreement or commitment to which the Buyer is a party or by which the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority;contemplated in Section 6(a)(vii) below). (d) Upon receipt of all regulatory authorizations required There is no litigation, claim, proceeding or government investigation pending or, to Buyer’s knowledge, threatened against Buyer that could reasonably be obtained by Buyer pursuant expected to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise, required have a material adverse effect on Buyer’s ability to perform its obligations under this Agreement; andpurchase the Shares. (e) no representation or warranty Neither Buyer nor any person acting on behalf of Buyer made has agreed to pay to any person a commission, finder’s or investment banking fee, or similar payment in connection with this Agreement or in any attachmentmatter related hereto, certificate, nor has Buyer or other document or writing delivered any such person taken any action on which a claim for any such payment could be based. (f) Buyer is acquiring the Shares for its own account for investment and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. Buyer has sufficient knowledge and experience in investing in companies similar to the Company so as to be delivered toable to evaluate the risks and merits of its investment in the Company and is able financially to bear the risks thereof. Buyer is an “accredited investor” as defined in Rule 501(a) under the Securities Act of 1933, Seller pursuant to this Agreement or in connection with the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleadingas amended.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that and agrees with HouseHold the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closingfollowing: (a) Buyer has been furnished with and has carefully read the Registration Rights Agreement attached hereto as Exhibit "A" and incorporated by reference herein (the "Rights Agreement"). Buyer has carefully considered and has, to the extent Buyer believers is necessary, discussed with Buyer's professional legal, tax, accounting and financial advisors the suitability of an investment in HouseHold and Buyer has made an independent determination that the investment being made by Buyer is a corporation validly existing suitable investment for Buyer. (a) The Buyer acknowledges that all documents, records, and in good standing books pertaining to this investment which the Buyer has requested have been made available for inspection or the Buyer has had access thereto. (a) The Buyer has had a reasonable opportunity to ask questions of and receive answers from a person on a persons acting on behalf of the Company concerning the Offering and if such opportunity was taken, all such questions have been answered to the full satisfaction of the Buyer. (a) The Buyer will not sell or otherwise transfer the Shares without registration under the Securities Act of 1933 ("1933 Act") or applicable state securities laws of the state in which or compliance with an exemption therefrom. Buyer further represents that it is organized buying the Shares for its own account, for investment and is not with a view to resale or distribution except in good standing, and is duly qualified to conduct business, in all of compliance with the jurisdictions in which it operates;1933 Act. (ba) Buyer has all requisite power and authority to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as not offered or sold any portion of the ClosingShares being herein acquired nor does Buyer have any present intention of dividing the Shares with others or of selling, distributing or otherwise disposing of any portion of the Xxxx Shares either currently or after a passage of Sale will constitute, a fixed or determinable period of time or upon the valid and legally binding obligations occurrence or non-occurrence of Buyer, are any predetermined event or will be enforceable circumstance in accordance with their respective terms, except as violation of the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law);1933 Act. (ca) neither Buyer recognizes that an investment in the execution Shares is speculative, involves substantial risks, including the loss of the entire amount of such investment. Buyer has carefully read and delivery considered the information (including financials), risk factors and exhibits contained in HouseHold's public filings with the Securities and Exchange Commission to the date of this Agreement by and including Seller's amended SB2 registration statement. (a) If this Subscription Agreement is executed and delivered on behalf of a corporation: (i) such corporation has the Buyerfull legal right and power and all authority and approval required (a) to execute and deliver, nor the consummation by the Buyer or authorize execution of the transactions contemplated hereby, will constitute a violation delivery of, this Subscription Agreement and all other instruments (including, without limitation, the Rights Agreement) executed and delivered by or be in conflict with, or constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party or by which the Buyer or any of its properties is bound or to which the Buyer or any on behalf of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; (d) Upon receipt of all regulatory authorizations required to be obtained by Buyer pursuant to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise, required to perform its obligations under this Agreement; and (e) no representation or warranty of Buyer made in this Agreement or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or corporation in connection with the transactions contemplated hereby contains purchase of the Shares and (b) to purchase and hold the Shares; and (ii) the signature of the party signing on behalf of such corporation is binding upon such corporation. (a) The Buyer is not subscribing for the Shares as a result of, or will contain pursuant to, any untrue statement advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or meeting. (a) The Buyer or the Buyer's representatives, as the case may be, has such knowledge and experience in financial, tax and business matters so as to Buyer to enable the Buyer to utilize the information made available to the Buyer in connection with the purchase to evaluate the merits and risks of material fact or omits or will omit to state any material fact necessary an investment in order the Shares an to make the representation or warranty an informed investment decision with respect thereto Buyer agrees that Craig G. Ongley, Exx. Xxx xxxxx xx xxxxxxx solely to HouseHold and has not misleadingacted as counsel to Buyer.

REPRESENTATIONS AND WARRANTIES OF BUYER. Each Buyer for itself only, hereby represents and warrants to Seller that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the ClosingGunnerman: (a) Buyer is a corporation validly existing and in good standing under the laws of the state in which it is organized and is in good standing, and is duly qualified to conduct business, in all of the jurisdictions in which it operates; (b) Buyer has all requisite power and authority to execute, deliver and perform this Agreement and to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; by this Agreement. The officer or officers of Buyer who shall execute and deliver this Agreement constituteshave been duly authorized to do so by all requisite action on the part of Buyer. Buyer has duly authorized the execution, anddelivery and performance of this Agreement, as of the Closinghas duly executed and delivered this Agreement and this Agreement constitutes a legal, the Xxxx of Sale will constitute, the valid and legally binding obligations obligation of Buyer, are or will be enforceable against Buyer in accordance with their respective its terms. (b) Buyer has made such examination, review and investigation of the Assigned Loan, and of any and all facts and circumstances necessary to evaluate the Purchased Stock it has deemed necessary or appropriate. Except for the representations and warranties specifically and expressly made by Gunnerman above (a) Buyer has been and will continue to be solely responsible for Buyer’s own independent investigations as to all aspects of the transactions contemplated; and (b) Buyer has not relied upon any expressed or implied, written or oral, representation, warranty or other statement by or on behalf of Gunnerman concerning any of the, except for such representations and warranties of Gunnerman as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally are specifically and by general equitable principles (regardless of whether enforceability is sought expressly provided in a proceeding in equity or law);this Agreement. (c) neither Buyer is acquiring the execution Purchased Stock without any view either to participate in (other than as described in this Agreement), or to sell the Assigned Loan in connection with, any public distribution thereof, and delivery Buyer has no intention of this Agreement by the Buyer, nor the consummation by the Buyer making any distribution of the transactions contemplated herebyAssigned Loan in a manner which would violate applicable securities laws; provided, will constitute a violation ofhowever, or be in conflict with, or constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party or by which the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; (d) Upon receipt of all regulatory authorizations required to be obtained by Buyer pursuant to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise, required to perform its obligations under this Agreement; and (e) no representation or warranty of Buyer made that nothing in this Agreement shall restrict or limit in any attachment, certificate, way Buyer’s ability and right to dispose of all or other document or writing delivered to, or part of the Assigned Loan in accordance with such laws if at some future time Buyer deems it advisable to be delivered to, Seller pursuant to this Agreement or in connection with the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleadingdo so.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closingfollows: (a) Buyer is a corporation duly organized and validly existing and in good standing under the laws of the state in which it is organized State of Nevada; Buyer has full power and is in good standing, authority to execute and is duly qualified deliver this Agreement and the Ancillary Agreements and to conduct business, in consummate the transactions hereby or thereby contemplated; all of necessary corporate action has been taken to authorize Buyer to enter into this Agreement and the jurisdictions in which it operatesAncillary Agreements; (b) This Agreement and the Ancillary Agreements have been duly executed and delivered by Buyer has all requisite power and authority to enter into this Agreementeach such agreement constitutes the legal, execute and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of Buyer, are or will be Buyer enforceable against it in accordance with their respective its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization insolvency or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless for the protection of whether enforceability is sought in a proceeding in equity or law)debtors; (c) neither Neither the execution and execution, delivery or performance of this Agreement by Agreement, the BuyerAncillary Agreements, nor the consummation by the Buyer of the transactions contemplated herebyhereby or thereby will violate Buyer’s Articles of Incorporation or by-laws or any other agreements or instruments, will constitute a violation oflaw, regulation, judgment or be in conflict with, or constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to order by which the Buyer is a party or by which the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authoritybound; (d) Upon receipt No consent, authorization, approval, order, license, certificate or permit of all or from, or declaration or filing with, any federal, state, local or other governmental authority or any court or other tribunal, and no consent or waiver of any party to any contract to which Buyer is a party is required or declaration to or filing with any governmental or regulatory authorizations authority, or any other third party is required to be obtained by Buyer pursuant to Section 1.7 of Article I of to: (i) execute this Agreement or any Ancillary Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, or (ii) consummate this Agreement or any Ancillary Agreement and other permissions, whether corporate, regulatory, the transactions contemplated hereby or otherwise, required to perform its obligations under this Agreement; andthereby; (e) no representation or warranty of The Buyer made in this Agreement or in any attachment, certificate, or other document or writing delivered to, or has filed all reports required to be delivered tofiled by it under the Securities Exchange Act of 1934, Seller as amended (the “1934 Act”), including pursuant to this Agreement Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as Buyer was required by law to file such material) (the foregoing materials, including the exhibits thereto, being collectively referred to herein as the “SEC Reports”). As of their respective dates, the SEC Reports complied in connection all material respects with the transactions contemplated hereby contains or will contain requirements of the 1934 Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omits or will omit omitted to state any a material fact required to be stated therein or necessary in order to make the representation or warranty statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments; and (f) Since the date of the latest audited financial statements included within the SEC Reports, except as disclosed in the SEC Reports, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a material adverse effect on Buyer, its business or operations, (ii) Buyer has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities that would not be required to be reflected in the Company’s financial statements pursuant to GAAP or that would not be required to be disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, and (iv) the Company has not declared or made any dividend or distribution of cash, securities or other property to its stockholders.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents Buyer, to induce Seller to enter into this Agreement and warrants to Seller that complete Closing, makes the following statements representations and warranties to Seller, which representations and warranties are true, true and correct and complete as of the execution date of this Agreement and as of the date of the ClosingClosing Date: (a) Buyer is a corporation limited liability company, duly formed, validly existing and in good standing under the laws of the state in which it is organized State of Florida, with all legal power and is in good standingauthority to undertake, observe and is duly qualified to conduct business, in perform all of the jurisdictions in which it operates;Buyer’s agreements and obligations hereunder. (b) Buyer has all requisite power full power, authority and authority legal right to enter into execute, deliver and comply with this Agreement, execute and deliver all actions of the Xxxx Buyer and other authorizations necessary or appropriate for the execution and delivery of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; compliance with this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, have been taken or obtained and this Agreement constitutes the valid and legally binding obligations obligation of Buyer, are or will be the Buyer enforceable against it in accordance with their respective its terms; and the individual executing this Agreement and each of the documents executed in connection herewith on behalf of the Buyer has the power and authority to do so. This Agreement and all documents executed by Buyer that are to be delivered to Seller at Closing (i) are, except as or at the enforceability thereof may be limited time of Closing will be, duly authorized, executed and delivered by applicable bankruptcyBuyer, insolvencyand (ii) do not, reorganization and at the time of Closing will not, violate any provision of any agreement or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability judicial order to which Buyer is sought in a proceeding in equity or law);party. (c) neither No consents are required to be obtained from, and no filings are required to be made with, any governmental authority or third party in connection with the execution and delivery of this Agreement by the Buyer, nor Buyer or the consummation by the Buyer of the transactions contemplated hereby, will constitute a violation of, or be in conflict with, or constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party or by which the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority;. (d) Upon receipt Neither Buyer nor any of all regulatory authorizations required its affiliates is, nor will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to be obtained by Buyer pursuant to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatoryCommit, or otherwiseSupport Terrorism) or other governmental action and does not, required to perform its obligations under this Agreement; andactual knowledge, engage in any dealings or transactions or be otherwise associated with such persons or entities. (e) no representation or warranty Buyer acknowledges that the Property may be subject to the federal Americans With Disabilities Act (the "ADA") and the federal Fair Housing Act (the "FHA"). The ADA requires, among other matters, that tenants and/or owners of Buyer made in this Agreement or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or in connection with the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary "public accommodations" remove barriers in order to make the Property accessible to disabled persons and provide auxiliary aids and services for hearing, vision or speech impaired persons. Seller makes no warranty, representation or warranty guarantee of any type or kind with respect to the Property's compliance with the ADA or the FHA (or any similar state or local law), and Seller expressly disclaims any such representation. Buyer acknowledges that it is solely responsible for determining whether the Property complies with the ADA and the FHA. The provisions of this Section 11(e) shall survive indefinitely the Closing or earlier termination of this Agreement and shall not misleadingbe merged into the Deed or other closing documents. (f) It is expressly acknowledged by Buyer that this transaction is not subject to any financing contingency and no financing for this transaction shall be provided by Seller. (g) Buyer is a sophisticated and experienced Buyer of commercial properties including without limitation, apartment projects, and has participated in and is familiar with the acquisition, development, redevelopment, ownership, management, and operation of real estate projects similar to the Property. Buyer has or will have under the terms of this Agreement adequate opportunity to complete and will have completed all physical, financial, legal and regulatory investigations and examinations relating to the Property that it deems necessary, and will acquire the same solely on the basis of such investigations and examinations and the title insurance protection afforded by the Title Policy and not on the basis of any information provided or to be provided by Seller, except as provided herein, including Section 10.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closinghereof: (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the state in which it State of Delaware and has the requisite power and authority to own its assets and properties and carry on its business as is organized and is in good standing, and is duly qualified to conduct business, in all of the jurisdictions in which it operates;now being conducted. (b) Buyer has all requisite the power and authority to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake its obligations hereunder this Agreement and to consummate the transactions contemplated hereby; this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of Buyer, are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the . The execution and delivery of this Agreement by the BuyerAgreement, nor and the consummation by the Buyer of the transactions contemplated hereby, will constitute have been duly and validly authorized by all requisite corporate action on its part. This Agreement has been duly and validly executed and delivered by it and constitutes a valid and binding agreement of it, enforceable against it in accordance with the terms hereof. (c) The execution, delivery and performance of this Agreement by it do not (i) conflict with or result in any breach of any provision of its certificate of incorporation or bylaws, (ii) result in a violation or breach of, or be in conflict constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or require any consent under, any indenture, license, contract, agreement or other instrument or obligation to which it is a party, which would adversely affect its ability to perform its obligations hereunder (including the ability to consummate the transactions contemplated hereby) or (iii) violate any order, writ, injunction, decree or award rendered by any Governmental Entity or any Laws applicable to it or require any filing with, or constitute the obtaining of any permit, authorization, consent or create a default under: the Certificate approval of, any Governmental Entity. (d) No agent, broker, investment banker, financial advisor or other person or entity is or will be entitled, by reason of Incorporationany agreement, bylaws, operating agreement act or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party or statement by which the Buyer it or any of its properties is bound shareholders or representatives to any financial advisory, broker’s, finder’s or similar fee or commission, to reimbursement of expenses or to which indemnification or contribution in connection with the transactions contemplated hereby. (e) Buyer is an “accredited investor” within the meaning of Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring the Holding Company Stock for investment purposes only, for its own account and not with a view to, or for, the resale or distribution thereof in violation of applicable U.S. federal or U.S. state or United Kingdom securities laws. Buyer understands that the Holding Company Stock has not been registered under the Securities Act or any state securities laws, and it agrees that such securities may not be offered, sold or otherwise disposed of such properties is subject; or except in compliance with the Securities Act and any statute or any judgment, decree, order, regulation or rule of any court or governmental authority;applicable state securities laws. (df) Upon receipt of all regulatory authorizations required to be obtained by Buyer pursuant to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise, required has sufficient funds to perform its obligations under this Agreement; and. (eg) no representation Buyer does not control, is not controlled by and is not under common control with any member of the Liberty Group (as defined in the Relationship Agreement). For this purpose, “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or warranty indirectly, of Buyer made in this Agreement the power to direct or in any attachmentcause the direction of the affairs or management of a person, certificatewhether through the ownership of voting securities, by contract or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or in connection with the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleadingotherwise.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closingthat: (a) a. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the state in which it is organized and is in good standingState of Texas, and is duly qualified to conduct business, in all of the jurisdictions in which it operates; (b) Buyer has all requisite corporate power and authority to carry on its business as it is presently being conducted, to enter into this Agreement, execute and to carry out and perform the terms and provisions of this Agreement, and is registered or qualified to do business in all jurisdictions where the nature of its business requires such registration or qualification, except where failure to be so qualified could not have a material adverse affect on its business. At Closing, Buyer shall deliver a Certificate of Good Standing and a Certificate of Existence from the Xxxx State of SaleTexas, undertake as well as a certificate evidencing its qualification to do business in the State of California from the office of the Secretary of State of California. b. There are no actions, suits or proceedings which are pending or, to Buyer’s knowledge, threatened against Buyer which would prohibit Buyer from carrying out its obligations hereunder and consummate the transactions contemplated hereby; to Seller under this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of Buyer, are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the execution and delivery of this Agreement by the BuyerAgreement, nor the consummation by the Buyer of the transactions contemplated hereby, will constitute a violation of, or be in conflict with, or constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party or by which the Buyer or any of its properties is bound officers or directors aware of any facts which to which it or their knowledge might reasonably be expected to result in any such action, suit or proceeding. c. The execution and delivery of and performance and compliance with this Agreement will not result in the Buyer violation of or be in conflict with or constitute a default under any term or provision of such properties is subject; or any statute or any charter, bylaw, mortgage, indenture, contract, agreement, instrument, judgment, decree, order, regulation statute, rule or rule of any court or governmental authority;regulation. (d) Upon receipt of all regulatory authorizations required d. The transactions contemplated to be obtained entered into by Buyer pursuant to Section 1.7 this Agreement have been approved and consented to by its Board of Article I Directors, and all action required by any applicable law by the shareholders of the Buyer, if any, with regard to such transactions, have been appropriately authorized and accomplished. This Agreement and all other agreements contemplated hereby have been duly and validly executed and delivered by Buyer and, assuming this AgreementAgreement and the agreements contemplated hereby constitute the valid and binding obligation of Seller, will constitute valid and binding obligations of Buyer holds enforceable against Buyer in accordance with each agreement’s terms, except to the extent that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. e. Parent has filed with the SEC and has made available to Seller and the Shareholders true and complete copies of all necessary approvalsforms, authorizationsreports, permitsschedules, licenses, consentsstatements, and other permissionsdocuments, whether corporate, regulatory, or otherwiseincluding all exhibits thereto, required to perform its obligations be filed by it since January 1, 2005, under this Agreement; andthe Securities Exchange Act of 1934, as amended, and the Act. (e) no representation f. Buyer has not retained any financial advisor, broker, agent or warranty of Buyer made in this Agreement finder or in paid or agreed to pay any attachmentfinancial advisor, certificatebroker, agent or finder any commission, brokerage fee or other document or writing delivered to, or to be delivered to, Seller pursuant compensation relative to this Agreement or in connection with the transactions contemplated hereby contains for which any of the Seller Parties shall have any liability or will contain any untrue statement responsibility. g. The Board of material fact Directors of both the Buyer and the Parent has approved the terms and conditions of the Purchase Transaction, and has authorized and empowered the Buyer to consummate the Purchase Transaction. h. Buyer confirms and acknowledges that Buyer has thoroughly inspected the Assets and has concluded that Buyer is fully satisfied with the condition of the Assets. i. Buyer acknowledges and affirms that the Buyer has completed its own independent investigation, analysis and evaluation of the Business and the Assets, that it has made all such reviews and inspections of the business, assets, results of operations, condition (financial or omits otherwise) and prospects of the Business and the Assets as it has deemed necessary or will omit appropriate, and that in making its decision to state any material fact necessary enter into this Agreement and to consummate the transactions contemplated hereby, the Buyer has relied solely on its own independent investigation, analysis, and evaluation of the Business and the Assets and the representations made by Seller in order Section 12 of this Agreement. j. Buyer shall register FIVE HUNDRED THOUSAND (500,000) of the Parent Shares under the Act on or prior to make December 31, 2006, and such securities shall, thereafter, not be “restricted securities” as that term is defined in Rule 144 promulgated under the representation or warranty not misleadingAct.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that the following statements are trueto Seller, which representations and warranties shall be true and correct and complete in all material respects as of the execution date of this Agreement and as of the date of the Closing: (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the state in which it is organized and is in good standing, State of Kansas and is duly qualified to conduct business, carry on its business in all the State of the jurisdictions in which it operates;Kansas. (b) Buyer has all requisite power and authority authority, to carry on its business as presently conducted, to enter into this Agreement, execute to purchase the Properties on the terms described in this Agreement, and deliver to perform its other obligations under this Agreement, and is in compliance with the Xxxx bonding and liability insurance requirements in accordance with all applicable state or federal laws or regulations. (c) The execution, delivery and performance of Sale, undertake its obligations hereunder this Agreement and consummate the transactions contemplated hereby; this hereby have been duly and validly authorized by all necessary action, corporate or otherwise, if any, on the part of Buyer. (d) This Agreement constituteshas been duly executed and delivered on behalf of Buyer and constitutes a legal, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations obligation of Buyer, are or will be enforceable in accordance with their respective its terms, except as subject to the enforceability thereof may be limited by applicable effects of bankruptcy, insolvency, reorganization or other reorganization, moratorium, and similar laws affecting creditors’ rights generally and by general equitable laws, as well as to principles of equity (regardless of whether such enforceability is sought considered in a proceeding in equity or at law);. (ce) neither the execution and delivery of this Agreement by the Buyer, nor the The consummation by the Buyer of the transactions contemplated hereby, by this Agreement will constitute a violation ofnot violate, or be in conflict with, the articles of incorporation, bylaws or constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational governing documents of the Buyer, each as amended to date; Buyer or any material provision of any agreement or commitment instrument to which the Buyer is a party or by which the Buyer or any of its properties it is bound or to which the Buyer will not violate or any of such properties is subject; or any statute or be in conflict with any judgment, decree, order, statute, rule or regulation or rule of any court or governmental authority;applicable to Buyer. (df) Upon receipt of all regulatory authorizations required to be obtained by Buyer pursuant to Section 1.7 of Article I of this Agreementhas incurred no liability, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, contingent or otherwise, required for brokers' or finders' fees relating to perform its obligations under this Agreement; and (e) no representation or warranty of Buyer made in this Agreement or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or in connection with the transactions contemplated hereby contains by this Agreement for which Seller shall have any responsibility whatsoever. (g) Buyer represents that by reason of Buyer's knowledge and experience in the evaluation, acquisition, and operation of oil and gas properties, Buyer has evaluated the merits and risks of purchasing the Properties from Seller and has formed an opinion based solely upon Buyer's knowledge and experience and not upon any representations or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary warranties by Seller, except as set forth in order to make the representation or warranty not misleadingSection 3.01.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants Buyer, to induce Seller that to enter into this Agreement, makes the following statements representations and warranties to Seller, which representations and warranties are true, true and correct and complete as of the execution date of this Agreement and as of the date of the Closingthis Agreement: (a) Buyer is a corporation limited liability company, duly formed, validly existing and in good standing under the laws of the state in which it is organized State of Texas with all legal power and is in good standingauthority to undertake, observe and is duly qualified to conduct business, in perform all of the jurisdictions in which it operates;Buyer’s agreements and obligations hereunder. (b) Buyer has all requisite power full power, authority and authority legal right to enter into execute, deliver and comply with this Agreement, execute and deliver all actions of the Xxxx Buyer and other authorizations necessary or appropriate for the execution and delivery of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; compliance with this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, have been taken or obtained and this Agreement constitutes the valid and legally binding obligations obligation of Buyer, are or will be the Buyer enforceable against it in accordance with their respective its terms; and the individual executing this Agreement and each of the documents executed in connection herewith on behalf of the Buyer has the power and authority to do so. This Agreement and all documents executed by Buyer that are to be delivered to Seller at Closing (i) are, except as or at the enforceability thereof may be limited time of Closing will be, duly authorized, executed and delivered by applicable bankruptcyBuyer, insolvencyand (ii) do not, reorganization and at the time of Closing will not, violate any provision of any agreement or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability judicial order to which Buyer is sought in a proceeding in equity or law);party. (c) neither No consents are required to be obtained from, and no filings are required to be made with, any governmental authority or third party in connection with the execution and delivery of this Agreement by the Buyer, nor Buyer or the consummation by the Buyer of the transactions contemplated hereby, will constitute a violation of, or be in conflict with, or constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party or by which the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority;. (d) Upon receipt Neither Buyer nor any of all regulatory authorizations required its affiliates is, nor will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to be obtained by Buyer pursuant to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatoryCommit, or otherwiseSupport Terrorism) or other governmental action and does not, required to perform its obligations under this Agreement; andactual knowledge, engage in any dealings or transactions or be otherwise associated with such persons or entities. (e) no representation or warranty Buyer acknowledges that the Property may be subject to the federal Americans With Disabilities Act (the "ADA") and the federal Fair Housing Act (the "FHA"). The ADA requires, among other matters, that tenants and/or owners of Buyer made in this Agreement or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or in connection with the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary "public accommodations" remove barriers in order to make the Property accessible to disabled persons and provide auxiliary aids and services for hearing, vision or speech impaired persons. Seller makes no warranty, representation or warranty guarantee of any type or kind with respect to the Property's compliance with the ADA or the FHA (or any similar state or local law), and Seller expressly disclaims any such representation. Buyer acknowledges that it is solely responsible for determining whether the Property complies with the ADA and the FHA. The provisions of this Section 11(e) shall survive indefinitely the Closing or earlier termination of this Agreement and shall not misleadingbe merged into the Deed or other closing documents. (f) It is expressly acknowledged by Buyer that this transaction is not subject to any financing contingency and no financing for this transaction shall be provided by Seller. (g) Buyer is a sophisticated and experienced Buyer of commercial properties including without limitation, apartment projects, and has participated in and is familiar with the acquisition, development, redevelopment, ownership, management, and operation of real estate projects similar to the Property. Buyer has or will have under the terms of this Agreement adequate opportunity to complete and will have completed all physical, financial, legal and regulatory investigations and examinations relating to the Property that it deems necessary, and will acquire the same solely on the basis of such investigations and examinations and the title insurance protection afforded by the Title Policy and not on the basis of any information provided or to be provided by Seller.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closingthat: (a) Buyer is a banking corporation validly duly formed and existing and in good standing under the laws of the state in which it is organized State of New York and is in good standing, has the requisite corporate power to own its properties and is duly qualified to conduct business, in all of the jurisdictions in which it operates;carry on its business as now being conducted. (b) The execution and delivery of this Agreement and the Pledge Agreement and the performance by Buyer of Buyer's obligations hereunder and thereunder do not violate or conflict with any provision of the constitutive documents of Buyer, any law applicable to Buyer, any order or judgment of any court or other agency of government, applicable to Buyer or any of Buyer's assets or any contractual restriction binding on or affecting Buyer or any of Buyer's assets. (c) All government and other consents that are required to have been obtained by Buyer with respect to this Agreement or the Pledge Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with. (d) Buyer has all the requisite corporate power and authority to enter into and perform this Agreement and the Pledge Agreement, execute . The execution and deliver delivery by Buyer of this Agreement and the Xxxx Pledge Agreement and the consummation by Buyer of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; hereby and thereby have been duly authorized by all necessary action. This Agreement and the Pledge Agreement have been duly executed and delivered by Buyer. Buyer's obligations under this Agreement constitutesand the Pledge Agreement constitute Buyer's legal, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of Buyerobligations, are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by terms (subject to applicable bankruptcy, reorganization, insolvency, reorganization moratorium or other similar laws affecting creditors’ ' rights generally and by general subject, as to enforceability, to equitable principles of general application (regardless of whether enforceability enforcement is sought in a proceeding in equity or at law);). (ce) neither There is not pending or, to Buyer's knowledge, threatened against Buyer any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator (including without limitation any bankruptcy, insolvency or similar proceeding) that is likely to affect the execution and delivery legality, validity or enforceability against Buyer of this Agreement by or the Pledge Agreement or Buyer, nor 's ability to perform Buyer's obligations under this Agreement or the consummation by the Pledge Agreement. (f) Buyer of has total assets exceeding $10,000,000. (g) In connection with the transactions contemplated hereby, will constitute an affiliate of Buyer registered as a violation ofbroker and dealer with the Securities and Exchange Commission, or be in conflict with, or constitute or create has introduced into the public market a default under: the Certificate quantity of Incorporation, bylaws, operating agreement or similar organizational documents securities of the Buyersame class as the Common Shares (the shares so introduced, each as amended to date; any agreement or commitment to which the Buyer is a party or by which "Initial Sold Shares") in transactions registered under the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; (d) Upon receipt of all regulatory authorizations required to be obtained by Buyer pursuant to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise, required to perform its obligations under this Agreement; and (e) no representation or warranty of Buyer made in this Agreement or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or in connection with the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleadingSecurities Act.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that the following statements are trueSellers, correct and complete as of the execution date of this Agreement hereof and as of the date of the ClosingClosing Date, as follows: (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the state State of Delaware. Buyer has the requisite corporate power and authority to carry on the business in which it is organized engaged, to own its assets, to execute, deliver and is in good standingperform its obligations under this Agreement and the Buyer Documents, and is duly qualified to conduct business, in all of consummate the jurisdictions in which it operates;transaction contemplated hereby. (b) The execution and delivery by Buyer has all requisite power of, and authority to enter into this Agreement, execute and deliver the Xxxx performance by Buyer of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; under, this Agreement constitutesand any other agreements, andstatements, as certificates, instruments or other documents to be executed and delivered by Buyer at the Closing pursuant to this Agreement (collectively, the “Buyer Documents”) and the consummation by Buyer of the Closing, the Xxxx of Sale transaction contemplated hereby (i) have been or will constitute, the valid be duly authorized and legally binding obligations approved by all necessary action of Buyer, (ii) do not and will not require any further or additional consent, approval or authorization of Buyer, (iii) do not and will not violate, contravene or conflict with the Certificate of Incorporation or Bylaws of Buyer or any law, regulation, judgment, order or decree to which Buyer or any of its assets are subject, (iv) do not and will not require the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing with, or any notice to, any Person (beyond that which has already been obtained), (v) do not and will be not result in a breach of, or constitute a default under, any contract, instrument, commitment or arrangement to which Buyer is a party, by which Buyer is bound or to which any of Buyer’s assets are subject, and (vi) do not and will not result in the imposition of a Lien on any of Buyer’s assets. (c) This Agreement constitutes and each of the other Buyer Documents will constitute the legal, valid and binding agreement of Buyer enforceable against Buyer in accordance with their respective its terms, except as the such enforceability thereof may be limited by applicable bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally and or by general equitable principles of equity (regardless of whether such enforceability is sought considered in a proceeding at law or in equity or lawequity); (c) neither the execution and delivery of this Agreement by the Buyer, nor the consummation by the Buyer of the transactions contemplated hereby, will constitute a violation of, or be in conflict with, or constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party or by which the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority;. (d) Upon receipt To the best of all regulatory authorizations required Buyer’s knowledge, there are no Claims against or affecting Buyer that restrain or prohibit (or seek to be obtained restrain or prohibit) the consummation by Buyer pursuant to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise, required to perform its obligations under this Agreement; and (e) no representation or warranty of Buyer made in this Agreement or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or in connection with the transactions transaction contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleadinghereby.

REPRESENTATIONS AND WARRANTIES OF BUYER. The Buyer hereby represents and warrants to Seller that the following statements are trueSeller, correct which representations and complete as of the execution date of this Agreement and as of the date of warranties shall survive the Closing, the following: (a) Buyer is a corporation validly existing and in good standing under the laws of the state in which it is organized and is in good standing, and is duly qualified to conduct business, in all of the jurisdictions in which it operates; (b) a. Buyer has all requisite power and authority to enter into execute, deliver and perform under this Agreement and the other agreements, certificates and instruments to be executed by Buyer in connection with or pursuant to this Agreement, execute . Upon execution and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as of delivery by Buyer at the Closing, the Xxxx of Sale will constitutethis Agreement is a legal, the valid and legally binding obligations agreement of Buyer, are or will be enforceable against Buyer in accordance with their respective its terms, except as the such enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally and by subject to general equitable principles of equity (regardless of whether enforceability enforcement is sought in a proceeding at law or in equity equity). b. At the time Buyer was offered the Purchase Shares, Buyer was, and on the date of Closing, Buyer will be, an “accredited investor” as defined by Rule 501 under the Securities Act. c. The Buyer is not purchasing the Purchase Shares as a result of any advertisement, article, notice or lawother communication regarding the Purchase Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. d. Buyer understands that the Purchase Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and Buyer is acquiring the Purchase Shares for its own account and not with a view to the distribution thereof, nor with any present intention of distributing the same, in violation of the Securities Act, and the rules and regulations promulgated thereunder, or any applicable state securities or “blue sky” laws, rules and regulations. Buyer understands the Purchase Shares are being offered and sold pursuant to Section 4(a)(7) of the Securities Act or another exemption from registration contained in the Securities Act based in part upon Buyer’s representations contained in this Agreement, including, without limitation, that Buyer is an “accredited investor” within the meaning of Regulation D under the Securities Act. e. Buyer acknowledges and agrees that the Company is subject to the reporting requirements of the Exchange Act and confirms that in connection with Buyer’s purchase of the Purchase Shares, Buyer has had the opportunity to review the Company’s public filings as posted on the website of the SEC through its EXXXX system. In determining whether to make this investment, Buyer has relied solely on Buyer’s own knowledge and understanding of the Company and its business and prospects based upon Buyer’s own due diligence investigation of the Company’s public filings. Buyer understands that no person or entity (including, without limitation, the Company or its officers or directors) has been authorized to give any information or to make any representations and, except as explicitly set forth in Section 2, Buyer has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects. Buyer understands the risks associated with purchasing the Purchase Shares and Buyer affirmatively acknowledges and agrees that such Buyer has received the necessary or appropriate information to make an informed investment decision regarding the Purchase Shares. f. Buyer is a sophisticated investor and understands, acknowledges and agrees that the Seller is currently an “affiliate” of the Company (as defined under the Securities Act) and therefore possesses or may possess material nonpublic information regarding the Company not known to the Buyer that will not become available until after the Closing and that may impact the value of the Purchase Shares, including, without limitation, information received by principals and employees of the Company in their capacities as directors, officers, significant stockholders and/or affiliates of the Company (including information relating to the Company’s subsidiaries, operations and results of operations);, and that the Seller and the Company is unable to disclose such information to the Buyer. The Buyer understands, based on its experience, the risks associated with purchasing the Purchase Shares and notwithstanding this fact, the Buyer has deemed it appropriate to enter into this Agreement and to purchase the Purchase Shares and hereby waives any claim, or potential claim, it has or may have against the Seller relating to Seller’s possession of material non-public information regarding the Company. g. Buyer has substantial experience in evaluating and investing in transactions of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. Buyer is able to bear the economic risks of an investment in the Purchase Shares and to afford a complete loss of Buyer’s investment in the Purchase Shares. h. Buyer understands that because the Purchase Shares are “restricted securities,” Buyer will not be able to sell the Purchase Shares for a period of at least six (c6) neither months following the execution date hereof except in a transaction exempt from registration under the Securities Act. Further, Buyer acknowledges that at the time that Buyer desires to sell the Purchase Shares there may be an illiquid market for the Ordinary Shares and therefore the Purchase Shares may need to be held indefinitely. Buyer is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of securities purchased in a private transaction such as the one contemplated hereby subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the Ordinary Shares, the availability of certain current public information about the Company and the resale occurring not less than six months after a party has purchased and paid for the security to be sold. In addition to the foregoing, Buyer acknowledges that if the Buyer is an “affiliate” of the Company (as defined in Rule 144 promulgated under the Securities Act), the sale must also be effected through a “broker’s transaction” or in transactions directly with a “market maker” and there will be a limit to the number of shares of Ordinary Shares being sold during any three-month period not exceeding specified limitations. Buyer is aware that the Purchase Shares will bear a customary restrictive legend evidencing the restricted nature of the Purchase Shares. i. The execution, delivery and performance of this Agreement by Buyer will not conflict with or result in the Buyer, nor the consummation by the Buyer breach of the transactions contemplated hereby, will constitute a violation any term or provision of, or be in conflict with, violate or constitute or create a default under: the Certificate of Incorporation, bylaws, operating any material agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party or by which Buyer is in any way bound or obligated. j. Buyer has carefully considered and has discussed with the Buyer’s professional legal, tax, accounting and financial advisors, to the extent the Buyer has deemed necessary, the suitability of this investment and the transactions contemplated by this Agreement for the Buyer’s particular federal, state, local and foreign tax and financial situation and has determined that this investment and the transactions contemplated by this Agreement are a suitable investment for the Buyer. Buyer relies solely on such advisors and not on any statements or representations of the Company, Seller or any of its properties is bound or to which their respective agents. Buyer understands that Buyer (and not the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; (dSeller) Upon receipt of all regulatory authorizations required to shall be obtained by Buyer pursuant to Section 1.7 of Article I responsible for Buyer’s own tax liability that may arise as a result of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, investment or otherwise, required to perform its obligations under the transactions contemplated by this Agreement; and. (e) no representation k. No governmental, administrative or warranty other third party consents or approvals are required, necessary or appropriate on the part of Buyer made in this Agreement or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or in connection with the transactions contemplated hereby contains by this Agreement. l. Buyer is not aware of any person that has been or will contain any untrue statement be paid (directly or indirectly) remuneration for their participation in the offer and sale of material fact or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleadingPurchase Shares.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closingthat: (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the state in which it is organized State of Delaware with corporate power to carry on its business as now conducted. Buyer has corporate power to enter into and is in good standingcarry out this Agreement, has no contractual or other restriction upon its so doing, and is duly qualified has properly secured the approval of its Board of Directors to conduct businessdo so, in all of no other approval being required. Buyer's executing officers are authorized thereby to execute this Agreement, and such other documents as may be necessary to consummate the jurisdictions in which it operates;transactions contemplated herein. (b) Buyer has all requisite power and authority to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of Buyer, are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, violates any provision of the certificate of incorporation or by-laws of Buyer; violates or is in conflict with or constitutes a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or results in the termination of, or accelerates the performance required by, or excuses performance by any person of any of its or their obligations under, or causes the acceleration of the maturity of any debt or obligation pursuant to, or results in the creation or imposition of any lien or encumbrance upon any property or assets of Buyer under any agreement or commitment to which Buyer is a party or by which any of its property or assets is bound, or to which any of the property or assets of the Buyer is subject; or violates any statute, law, regulation, rule, judgment or order of any court or other governmental body. (c) Buyer will use all reasonable efforts to release Seller from those liabilities which Buyer has expressly agreed to assume under this Agreement. (d) No representation or warranty made in this Agreement by the Buyer, nor the consummation by the Buyer of the transactions contemplated herebyany statement, will constitute a violation of, schedule or be in conflict with, or constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party or by which the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; (d) Upon receipt of all regulatory authorizations required to be obtained by Buyer pursuant to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise, required to perform its obligations under this Agreement; and (e) no representation or warranty of Buyer made in this Agreement or in any attachment, certificate, or other document or writing delivered to, certificate furnished or to be delivered to, furnished to the Seller pursuant to this Agreement hereto, or in connection with the transactions contemplated hereby hereby, contains or will contain any untrue statement of a material fact fact, or omits or will omit to state any a material fact necessary in order to make the representation statements contained herein or warranty therein not misleading.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the ClosingClosing Date, except as otherwise Previously Disclosed, as follows: Section 5.1 Organization, Good Standing, Authority, Insurance, Etc. ------------------------------------------------------ (a) Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the state in which it is organized and is in good standingState of Nebraska, and is duly qualified to conduct businessregistered as a savings and loan holding company with the OTS under the HOLA. Each "subsidiary" of Buyer within the meaning of Section 10(a)(1)(G) of HOLA (individually a "Buyer Subsidiary" and collectively the "Buyer Subsidiaries") is duly organized, validly existing, and in all good standing under the laws of the jurisdictions in respective jurisdiction under which it operates; (b) is organized. Each of Buyer and the Buyer Subsidiaries has all requisite power and authority and is duly qualified and licensed to enter into this Agreementown, execute lease and deliver operate its properties and conduct its business as it is now being conducted, except for such failure or failures to be so qualified or licensed as would not have, in the Xxxx of Saleaggregate, undertake its obligations hereunder a Buyer Material Adverse Effect. Buyer has made available to the Company a true, complete and consummate the transactions contemplated hereby; this Agreement constitutes, and, as correct copy of the Closing, articles of incorporation and by-laws of Buyer as in effect on the Xxxx of Sale will constitute, the valid and legally binding obligations of Buyer, are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the execution and delivery of this Agreement by the Buyer, nor the consummation by the Buyer of the transactions contemplated hereby, will constitute a violation of, or be in conflict with, or constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party or by which the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; (d) Upon receipt of all regulatory authorizations required to be obtained by Buyer pursuant to Section 1.7 of Article I date of this Agreement. Each of Buyer and the Buyer Subsidiaries is qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which qualification is necessary under Applicable Law, except to the extent that any failures to so qualify would not, in the aggregate, have a Buyer holds all necessary approvals, authorizations, permits, licenses, consentsMaterial Adverse Effect. The Bank is a member in good standing of the Federal Home Loan Bank of Topeka, and other permissionsall eligible accounts issued by the Bank are insured by the FDIC through the SAIF to the maximum extent permitted under Applicable Law. The Bank is a "domestic building and loan association" as defined in Section 7701(a)(19) of the Code, whether corporate, regulatory, or otherwise, required to perform its obligations under this Agreement; and (eand is a "qualified thrift lender" as defined in Section 10(m) no representation or warranty of Buyer made in this Agreement or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or in connection with the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleadingHOLA.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that the following statements are true, correct and complete Stockholder as of the execution date of this Agreement and as of the date of the Closingfollows: (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the state in which it is organized jurisdiction of its formation and is in good standing, and is duly qualified to conduct business, in all of the jurisdictions in which it operates; (b) Buyer has all requisite power and authority to enter into this Agreement, execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by Buyer, the Xxxx performance by Buyer of Sale, undertake its obligations hereunder and consummate the consummation by Buyer of the transactions contemplated hereby have been duly and validly authorized by Buyer and no other corporate or organizational actions or proceedings on the part of Buyer are necessary to authorize the execution and delivery by Buyer of this Agreement, the performance by Buyer of its obligations hereunder or the consummation by Buyer of the transactions contemplated hereby; this . This Agreement constitutes, has been duly and validly executed and delivered by Buyer and, as of the Closingassuming due authorization, the Xxxx of Sale will constituteexecution and delivery by Stockholder, the constitutes a legal, valid and legally binding obligations obligation of Buyer, are or will be enforceable against Buyer in accordance with their respective its terms, except as the enforceability thereof enforcement may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general equitable principles of equity (regardless of whether enforceability is sought considered in a proceeding in equity or at law);. (ci) neither Except for any filings that Buyer and Stockholder may mutually determine to be required under the execution Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of Buyer for the execution, delivery and performance of this Agreement by the Buyer, nor Buyer or the consummation by the Buyer of the transactions contemplated herebyhereby and (ii) except as would not reasonably be expected to prevent Buyer from performing its obligations under this Agreement, will constitute a neither the execution, delivery or performance of this Agreement by Buyer nor the consummation by Buyer of the transactions contemplated hereby nor compliance by Buyer with any of the provisions hereof would (A) conflict with or violate, any provision of the organizational documents of Buyer, (B) result in any breach or violation of, or be in conflict withconstitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or constitute give to others any rights of termination, amendment, acceleration or create cancellation of, or result in the creation of a default under: the Certificate Lien on such property or asset of IncorporationBuyer pursuant to, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment contract to which the Buyer is a party or by which the Buyer or any property or asset of Buyer is bound or affected or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer or any of its Buyer’s properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; (d) Upon receipt of all regulatory authorizations required to be obtained by Buyer pursuant to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise, required to perform its obligations under this Agreement; and (e) no representation or warranty of Buyer made in this Agreement or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or in connection with the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleadingassets.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closingfollows: (a) This Agreement and all documents executed by Buyer which are to be delivered to Seller at Closing do not and at the time of Closing will not, to Buyer’s knowledge, violate any provision of any agreement or judicial order to which Buyer is a corporation validly existing and in good standing under the laws of the state in party or to which it Buyer is organized and is in good standing, and is duly qualified to conduct business, in all of the jurisdictions in which it operates;subject. (b) Buyer has all requisite power and authority not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Buyer’s creditors, (iii) suffered the appointment of a receiver to enter into this Agreementtake possession of all, execute and deliver the Xxxx of Saleor substantially all, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of Buyer’s assets, are or will be enforceable in accordance with their respective terms, except as (iv) suffered the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization attachment or other similar laws affecting creditors’ rights generally and by general equitable principles judicial seizure of all, or substantially all, of Buyer’s assets, (regardless v) admitted in writing its inability to pay its debts as they come due, or (vi) made an offer of whether enforceability is sought in a proceeding in equity settlement, extension or law);composition to its creditors generally. (c) neither Buyer has been duly organized, is validly existing and is in good standing in the execution and delivery of this Agreement by state in which it was formed, and, if required to do so, is or will be at Closing qualified to do business in the Buyer, nor the consummation by the Buyer of the transactions contemplated hereby, will constitute a violation of, or be state in conflict with, or constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to which the Real Property is located. This Agreement has been, and all documents executed by Buyer is a party or which are to be delivered to Seller at Closing will be, duly authorized, executed and delivered by which the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority;Buyer. (d) Upon receipt of all regulatory authorizations required to be obtained by Buyer pursuant to Other than Seller’s Broker (as defined in Section 1.7 of Article I of this Agreement6.1 below), Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, has not dealt with any broker or otherwise, required finder with respect to perform its obligations under this Agreement; and (e) no representation the Property in a manner that would obligate Seller to pay any fee or warranty of Buyer made in this Agreement or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or commission in connection with the transactions transaction contemplated hereby contains or will contain any untrue statement by this Agreement. Each of the representations and warranties of Buyer contained in this Section shall be deemed remade in all material fact or omits or will omit to state any material fact necessary in order to make aspects by Buyer as of the representation or warranty not misleadingClosing and shall survive the Closing for a period of six (6) months.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that the following statements are true, correct and complete Spitz as of the execution date of this Agreement and as of the date of the Closingfollows: (a) A. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the state in which State of Delaware and has full corporate power and authority to conduct its business as it is organized presently being conducted and is in good standingto own and lease its properties and Assets. B. Copies of Buyer's Certificate of Incorporation and all amendments thereof to date, certified by the Secretary of State of Delaware, and is duly qualified of Buyer's Bylaws as amended to conduct businessdate, in all have been delivered to Seller and are complete and correct as of the jurisdictions in which it operates;date of this Agreement. (b) C. Buyer has all requisite necessary corporate power and authority to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake its obligations hereunder and to consummate the transactions contemplated hereby; this hereby and to perform its obligations hereunder. This Agreement constituteshas been duly executed and delivered by Buyer and constitutes a legal, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations obligation of Buyer, are or will be enforceable against Buyer in accordance with their its respective terms, except as subject to the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless approval of whether enforceability is sought in a proceeding in equity or law);the Board of the Directors of the Buyer. (c) neither D. Neither the execution and delivery of this Agreement by the BuyerAgreement, nor the consummation of the transactions contemplated hereby will result in (1) a violation of or a conflict with any of the provisions of the Certificate of Incorporation or Bylaws of Buyer, (2) a breach of, or a default under, any term or provision of any contract, agreement, indebtedness, lease, commitment, license, franchise, permit, authorization or concession to which Buyer is a party, which breach or default would have a material adverse effect on the business or financial condition of Buyer or its ability to consummate the transactions contemplated hereby, or (3) a violation by Buyer of any statute, rule, regulation, ordinance, code, order, judgment, writ, injunction, decree or award, which violation would have a material adverse effect on the business or financial condition of Buyer or its ability to consummate the transactions contemplated hereby. E. Buyer knows of no and has not been informed of any consent, approval or authorization of, or declaration, filing or registration with any governmental or regulatory authority, or any other person or entity which is required to be made or obtained by Buyer in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. F. Neither Buyer nor any affiliate of Buyer has entered into or will enter into any contract, will constitute a violation ofagreement, arrangement, or be understanding with any person or firm which will result in conflict withthe obligation of Seller or Spitz to pay any finder's fee, or constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement brokerage commission or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party or by which the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; (d) Upon receipt of all regulatory authorizations required to be obtained by Buyer pursuant to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise, required to perform its obligations under this Agreement; and (e) no representation or warranty of Buyer made in this Agreement or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or payment in connection with the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleadinghereby.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to to, and agrees with, Seller that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closingfollows: (a) Buyer is a corporation validly existing and in good standing under the laws of the state in which it Commonwealth of Kentucky and has all power and authority to own or lease its properties and to carry on its business where such properties are located and such business is organized and is in good standing, and is duly qualified to conduct business, in all of the jurisdictions in which it operates; (b) conducted. Buyer has all requisite the power and authority to enter into this Agreement, to execute, deliver and receive all other instruments and documents executed and delivered and received in connection with the transactions herein referred to and to carry out the purchase of the Interest from Seller and the transactions contemplated hereunder and thereunder. Buyer has the power and authority to execute and deliver the Xxxx Operative Documents and any other documents and instruments required to be executed and delivered by it. (b) There is no action, suit or proceeding pending against Buyer before or by any court, administrative agency or other governmental authority that brings into question the validity of, or in any way legally or financially (in the case of Saleperformance) impairs, undertake the execution, delivery or performance by Buyer of any Operative Document. (c) The execution and delivery of the Operative Documents by Buyer and the performance by it of its obligations hereunder and consummate thereunder, including, without limitation, the transactions contemplated hereby; this Agreement constitutes, and, as conveyance of the ClosingInterest and the payment of the Purchase Price in exchange therefor, the Xxxx have been duly authorized by all necessary corporate action of Sale will constituteBuyer and do not violate or conflict with (i) any provision of Buyer's Articles of Incorporation or By-Laws, or (ii) any law or any order, writ, injunction, decree, rule or regulation of any court, administrative agency or any other governmental authority. (d) The Operative Documents to be executed and delivered by Buyer constitute the valid and legally binding obligations of Buyer, are or will be Buyer enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcysubject, insolvencyhowever, reorganization or other similar to (i) laws of general application affecting creditors’ ' rights generally and by general (ii) judicial discretion, to which equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law);remedies are subject. (ce) neither Buyer is not subject to any restriction (that has not been complied with) or agreement that, with or without the execution and delivery giving of this Agreement by notice, the Buyerpassage of time, nor the consummation by the Buyer of the transactions contemplated herebyor both, will constitute a violation ofprohibits or would be violated by, or be in conflict with, or constitute or create a default under: the Certificate of Incorporationexecution, bylaws, operating agreement or similar organizational documents delivery and consummation of the Buyer, each as amended to date; any agreement or commitment to which Operative Documents and the transactions contemplated thereby. (f) Buyer is a party or by which citizen of the Buyer or any of its properties is bound or to which United States (as defined in 49 U.S.C. s.s. 40101, et seq., as amended) and covenants and agrees that it will remain such for so long as it retains the Buyer or any of such properties is subject; or any statute or any judgmentInterest, decree, order, regulation or rule of any court or governmental authority; (d) Upon receipt of all regulatory authorizations required and that the Aircraft will continue to be obtained by Buyer pursuant to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise, required to perform its obligations under this Agreement; and (e) no representation or warranty of Buyer made registered in this Agreement or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or in connection with the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleadingUnited States.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that the following statements are truethat, correct and complete as of the execution date of this Agreement and as of the date of the ClosingClosing Date: (ai) Buyer is a corporation validly existing and in good standing under the laws has conducted an independent investigation of the state in which Borrower with respect to the Loans and has reviewed the Credit Documents submitted to it is organized and is in good standing, and is duly qualified not relying on Seller (except as to conduct business, in all the accuracy of the jurisdictions in which it operatesSeller's express representations herein); (bii) although the Loans and Credit Documents are not considered by the parties to be securities within the meaning of any State or Federal securities laws, including the Securities Act (and nothing herein shall be deemed to imply any contrary characterization), the Loans and Credit Documents have not been registered as securities, and no registration under the Securities Act or any other law or regulation is contemplated by the parties. Without implying that the Assigned Amount or Credit Documents are securities, because Buyer has all requisite power acknowledges that the Assigned Amount and authority Credit Documents are not securities, Buyer (A) acknowledges that the Assigned Amount and Credit Documents have not been, and will not be, registered under the Securities Act or otherwise pursuant to enter into this Agreement, execute any securities laws or regulations; and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, (B) represents that Buyer is and, as of the ClosingClosing Date will be, an "accredited investor" within the Xxxx meaning of Sale Regulation D under the Securities Act, and will constitute, hold the valid Loans and legally binding obligations of Buyer, are or will be enforceable in accordance Credit Documents for its own account and not with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization a view to any distribution or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless disposition which would require registration under the Securities Act of whether enforceability is sought in a proceeding in equity or law); (c) neither the execution and delivery of this Agreement by the Buyer1933, nor the consummation by the Buyer of the transactions contemplated hereby, will constitute a violation of, or be in conflict with, or constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party or by which the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; (d) Upon receipt of all regulatory authorizations required to be obtained by Buyer pursuant to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise, required to perform its obligations under this Agreementamended; and (eiii) no representation the purchase effected hereunder is exclusively for its own account; (iv) Except as provided in SECTION 5(a), Buyer is not relying on any continuing cooperation or warranty assistance from Seller after the Closing Date with respect to the Loans, and Buyer assumes the risk of non-cooperation of third parties; (v) Buyer made in this Agreement is a "United States Person" within the meaning of Paragraph 7701(a)(30) of the Internal Revenue Code of 1986, as amended; and (vi) Buyer has not engaged or in dealt with any attachmentbroker, certificateagent, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or finder in connection with the transactions transaction contemplated hereby contains by this Agreement in such a manner as to give rise to a claim for a brokerage commission or will contain finder's fee that could become a liability of Seller or that could give such a broker, agent, or finder a legal basis for enjoining the consummation of the transaction contemplated by this Agreement or asserting any untrue statement of material fact interest in the Loans or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleadingCollateral.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the ClosingSellers that: (a) Buyer is a corporation validly existing has the full legal power, authority, and in good standing under right to execute and deliver, and to perform its legal obligations under, this Agreement, Buyer’s performance hereunder and the laws transactions contemplated hereby have been duly authorized by all requisite action on the part of Buyer, except for the provisions of the state in which it Section hereof entitled “Finance Committee Approval,” and no remaining action is organized and is in good standingrequired to make this Agreement binding on Buyer, and is duly qualified Buyer has the financial capacity to conduct business, in all of the jurisdictions in which it operates;perform its obligations under this Agreement. (b) Buyer has all requisite power Neither the execution, delivery, and authority to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of Buyer, are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the execution and delivery performance of this Agreement by the Buyeror any other agreement contemplated hereunder, nor the consummation carrying out by the Buyer of the transactions contemplated hereby, hereby or thereby will constitute a violation of, or be in conflict with, or result in a breach of, constitute or create a default under: , or accelerate the Certificate maturity of Incorporation, bylaws, operating agreement or similar (a) any applicable provision of Buyer’s organizational documents of the Buyeror other governing instrument, each as amended to date; (b) any agreement or commitment applicable Legal Requirement to which the Buyer is subject, or (c) any other agreement, indenture, or instrument to which Buyer is a party or by which the Buyer is or may be bound or affected. No consent of any third party is required in order for Buyer to enter into this Agreement or any of its properties is bound other agreement contemplated hereunder or for Buyer to which carry out the Buyer transactions contemplated hereby or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; (d) Upon receipt of all regulatory authorizations required to be obtained by Buyer pursuant to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, thereby. The express representations and other permissions, whether corporate, regulatory, or otherwise, required to perform its obligations under this Agreement; and (e) no representation or warranty warranties of Buyer and Fore and Tower made in this Agreement shall not merge into any instrument or in conveyance delivered at the Closing and shall survive Closing for a period of twelve (12) months. Neither Fore nor Tower nor any attachmentof the other Sellers make any representations regarding the condition of the Property except as expressly set forth herein, certificateit being understood and agreed by the parties that the Property is being sold to Buyer “AS IS, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or in connection with the transactions contemplated hereby contains WHERE IS.” Buyer acknowledges and agrees that it has had or will contain have the opportunity to conduct such inspections, investigations and other independent examinations of the Property and related matters as Buyer sees fit, including but not limited to the physical and environmental conditions thereof, during the Inspection Period and, except as set forth in Section 3.1 (as limited by Section 16.1), Buyer will rely upon the same and not upon any untrue statement statements of material fact Sellers, Overlook or omits Tower or will omit to state of any material fact necessary in order to make the representation officer, director, employee, agent or warranty not misleadingattorney of Sellers, Overlook or Tower.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents makes the following representations and warrants warranties to Seller that the following statements are true, correct and complete as of the execution date of this Agreement Effective Date and (as updated by Buyer in writing after the Effective Date) as of the date of the Closingapplicable Closing Date: (a) Buyer is a corporation duly organized and validly existing and in good standing under the laws of its state of formation and, to the state in which it extent legally required to do so, Buyer (or its Permitted Assignee) is organized and is in good standing, and is or will prior to Closing be duly qualified to conduct business, transact business in all of the jurisdictions each State in which it operates;any Site being acquired by such Person is located; and the execution, delivery and performance of this Agreement and all Closing Documents to be executed and delivered by Buyer pursuant to this Agreement are within the organizational power of Buyer and have been or will prior to Closing be duly authorized. (b) Buyer has all requisite power and authority not filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Buyer’s creditors or suffered the appointment of a receiver to enter into this Agreement, execute and deliver the Xxxx take possession of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations any of Buyer’s property. Buyer has not made a general assignment for the benefit of creditors or admitted in writing its inability to pay its debts as they generally come due or made an offer of settlement, are extension or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law);composition to its creditors generally. (c) neither There are no actions or proceedings pending or, to Buyer’s knowledge, threatened against Buyer that Buyer reasonably expects would affect the execution and delivery validity or enforceability of this Agreement or any of the Closing Documents to be executed and delivered by Buyer pursuant to this Agreement. To Buyer’s knowledge, the Buyerexecution, nor delivery and performance of this Agreement and the Closing Documents by Buyer and the consummation by the Buyer of the transactions contemplated herebyTransaction by Buyer will not: (a) conflict with or result in a breach of any terms, will conditions or provisions of the organizational documents governing any Buyer; (b) result in a breach or acceleration of or constitute a violation ofdefault or event of termination (with or without the giving of notice, the passage of time or be in conflict with, or constitute or create a default under: otherwise) under the Certificate provisions of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to instrument by which the Buyer is a party bound; (c) require the consent or by which the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule approval of any court third party, including any governmental authority (other than any such consents or governmental authority;approvals that have been obtained) or (d) Upon receipt result in a violation or breach of all regulatory authorizations required any Law applicable to be obtained any Buyer or by Buyer pursuant to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, which Seller or otherwise, required to perform its obligations under this Agreement; and (e) no representation or warranty of Buyer made in this Agreement or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or in connection with the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleadingSite is bound.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby 4.1 BUYER represents and warrants to Seller that SELLER and the following statements are trueCompanies as follows. (a) BUYER is duly incorporated and validly existing under the laws of Texas; BUYER has the corporate power and authority to execute, correct deliver and complete as perform this Agreement, the Note, and any other agreement or document executed by either of them under or in connection with this Agreement; and each has taken all necessary corporate action to authorize the execution date execution, delivery and performance of this Agreement and as of the date of the Closing: (a) Buyer is a corporation validly existing and in good standing under the laws of the state in which it is organized and is in good standing, and is duly qualified to conduct business, in all of the jurisdictions in which it operates; (b) Buyer has all requisite power and authority to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this any such other agreement or document. This Agreement constitutes, and, as of the Closing, the Xxxx of Sale and any such other agreement or document when executed will constitute, the legal, valid and legally binding obligations of Buyer, are or will be BUYER enforceable against BUYER in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law);. (cb) neither Neither the execution and nor delivery of this Agreement by the Buyer, nor the consummation by the Buyer of the transactions contemplated herebyherein, will constitute a violation nor compliance with the terms and conditions of this Agreement will: (i) contravene any provision of law or any statute, decree, rule or regulation binding upon BUYER or contravene any judgment, decree, franchise, order or permit applicable to BUYER; or (ii) conflict with or result in any breach of any terms, covenants, conditions or provisions of, or be in conflict with, or constitute or create a default under: (with or without the Certificate giving of Incorporation, bylaws, operating agreement notice or similar organizational documents passage of time or both) under the Articles of Incorporation or By-Laws of the Buyer, each as amended to date; BUYER or any agreement or commitment other instrument to which the Buyer BUYER is a party or by which either is bound, or result in the Buyer creation or imposition of any lien, security interest, charge or encumbrance upon any of its properties is bound the assets, rights, contracts or other property of the BUYER. (c) All authorizations, consents or approvals of, or exemptions by, any governmental, judicial or public body or authority required to which authorize, or required in connection with (i) the Buyer execution, delivery and performance of this Agreement by BUYER, or (ii) any of such properties is subject; the transactions contemplated by this Agreement, or (iii) any statute of the certificates, instruments or any judgmentagreements executed by BUYER in connection with this Agreement, decree, order, regulation or rule (iv) the taking of any court action by BUYER, have been or governmental authority;at the Closing will have been obtained and at the Closing will be in full force and effect. (d) Upon receipt True and complete copies of all regulatory authorizations required the Articles of Incorporation and By-Laws of the BUYER have been produced to be obtained by Buyer pursuant to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consentsSELLER, and other permissions, whether corporate, regulatory, or otherwise, required to perform its obligations under this Agreement; andthe same have not been amended and are in full force and effect. (e) As of the date hereof, the authorized capital stock of BUYER consists of Twenty-Five Million (25,000,000) shares of common stock, Eleven Million Eight Hundred Fourteen Thousand Three Hundred Thirty Five (11,814,335) shares of which are issued and outstanding and Ten Million (10,000,000) shares of preferred stock, One Million Nine Hundred Ninety-Nine Thousand Nine Hundred Twenty (1,999,920) shares of which Series A preferred are issued and outstanding. All outstanding shares of Series A Preferred Stock will be purchased and retired by BUYER pursuant to a "Series A Agreement", and "Conversion Commitment Agreement", copies of which are attached as Exhibit 4.1 (1) All of the presently outstanding shares of capital stock of BUYER (i) have been validly authorized and issued and (ii) are fully paid and non-assessable. BUYER has not issued any other shares of its capital stock, and there are no representation outstanding options, warrants, calls, commitments, subscriptions, agreements or warranty other rights of Buyer made in any character (including conversion, redemption or preemptive rights) relating to the acquisition of any issued or unissued capital stock of BUYER that would have a material affect upon the restricted shares issued and to be issued under this Agreement or except as otherwise provided in any attachmentthe Series A Agreement, certificatethe Conversion Commitment Agreement, Subscription Agreement, and Series A, B and C Warrant Agreements. All outstanding options, warrants, calls, commitments, subscriptions, agreements or other document rights of any character (including conversion, redemption or preemptive rights) relating to the acquisition of any issued or unissued capital stock of BUYER are listed on Schedule 4.1(e)(2). No dividends are accrued but unpaid on any capital stock of BUYER. (f) Subject to the restrictions imposed upon and affecting the RTIN Shares that BUYER issues to SELLER in accordance with Section 1.3 at the Closing shall be duly and validly issued, fully paid and non-assessable, free of preemptive rights and free of other restrictions on transfer except those imposed by applicable federal and state securities laws or otherwise disclosed in writing delivered toto SELLER. BUYER shall provide to SELLER a written opinion from BUYER's attorney concerning the restrictions on transferability of the RTIN Shares in the form set forth in Exhibit 1.3(B). (g) BUYER has filed all reports, or schedules, forms, statements and other documents required to be delivered to, Seller filed by it with the Securities and Exchange Commission (the "SEC") pursuant to this Agreement or in connection the Securities Exchange Act of 1934, as amended, (the "Exchange Act") and has filed all registration statements and other documents required to be filed by it with the transactions contemplated hereby contains SEC pursuant to the Securities Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, collectively, the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act or will contain the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omits or will omit omitted to state any a material fact required to be stated therein or necessary in order to make the representation or warranty statements therein, in light of the circumstances under which they were made, not misleading. Any statements made in any such SEC Documents that are or were required to be updated and amended under applicable law have been so updated or amended. As of their respective dates, the financial statements of BUYER included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC applicable with respect thereto. Such financial statements have been prepared in accordance with GAAP, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of BUYER as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments that are not material). (h) The Financial Statements present fairly, in the case of the profit and loss statements, the results of operations of the BUYER for the one-year and monthly periods then ended, and in the case of the balance sheets, the financial condition of the BUYER at said dates. As at said dates, the BUYER did not have any material liabilities (contingent or otherwise) or assets which are not disclosed in the Financial Statements or, in the case of liabilities, reserved against therein. The Financial Statements have been prepared in accordance with generally accepted accounting principles and practices in the United States consistently applied. BUYER affirms that since the dates of the Financial Statements, (i) there have been no adverse changes in the business or financial condition of the BUYER, and the BUYER has conducted its business in accordance with its normal and past practices, (ii) the BUYER has not incurred any additional material obligations or liabilities except trade debts in the ordinary course of business, (iii) the BUYER has not declared or paid any dividend or made or agreed to make any other distribution or payment in respect of any of its shares or otherwise to any of its shareholders, and (iv) the BUYER has not purchased or redeemed or agreed to purchase or redeem any of its shares other than the Series A Preferred Shares referenced hereinabove. The obligation of BUYER imposed by this Section shall survive the date of Closing, however, upon satisfaction of all obligations of BUYER to SELLER outlined herein, SELLER shall have no further rights, title or interest to request or receive the Financial Statements. The BUYER has filed all tax returns which it has been required to file and has paid all taxes and interest and penalties, if any, which it has been required to pay. (i) Intentionally blank. (j) On Schedule 4.1(j), the BUYER discloses all litigation or arbitration to which the BUYER is a party. There is no other litigation or arbitration or administrative proceeding or claim asserted, pending or threatened respecting or involving the BUYER, the business of the BUYER or any of the BUYER's Assets or other assets of the BUYER. (k) On Schedule 4.1(k), the BUYER discloses all orders, writs, injunctions or decrees of any court, government or governmental agency or any arbitration award affecting the BUYER, and the business of the BUYER. There are no other orders, writs, injunctions or decrees of any court, government or governmental agency or any arbitration award affecting the BUYER, the business of the BUYER or any of the BUYER's Assets. The BUYER and its assets and operations are in compliance with all applicable laws, rules, regulations and ordinances. (l) BUYER is acquiring the MedEx Stock and the Pegasus Stock for its own account, for investment, and not with a view to any "distribution" within the meaning of the Securities Act. BUYER has no present intention to make any transfer of the MedEx Stock or the Pegasus Stock. (m) BUYER understands that because the MedEx Stock and the Pegasus Stock have not been registered under the Securities Act, it cannot dispose of any or all of the MedEx Stock or Pegasus Stock unless such shares are subsequently registered under the Securities Act or exemptions from registration are available. BUYER understands that no public market now exists for the MedEx Stock or Pegasus Stock and that there is no assurance that a public market will ever exist for such securities. BUYER acknowledges and understands that it has no registration rights. By reason of these restrictions, BUYER understands that it may be required to hold the MedEx Stock and the Pegasus Stock for an indefinite period of time. BUYER agrees that in no event will it make a transfer or disposition of any of the MedEx Stock or the Pegasus Stock unless and until, if requested by the applicable Company, at the expense of BUYER or transferee, it shall have furnished to the applicable Company an opinion of counsel or other evidence, reasonably satisfactory to such Company, to the effect that such transfer may be made without registration under the Securities Act. BUYER understands that each certificate representing the MedEx Stock and the Pegasus Stock will bear the following legend substantially as follows: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE MORTGAGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL FOR THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT. (n) BUYER is knowledgeable and experienced in making investment decisions and is able to bear the economic risk of loss of its investment in the Companies, except to the extent that such loss is the result of a material misrepresentation or breach by SELLER and/or the Companies. (o) BUYER is acting on its own behalf in connection with the investigation and examination of the Companies and its decision to execute these documents. (p) BUYER'S common stock is traded on the OTC BB. No circumstances exist that could reasonably be expected to result in Buyer's being ineligible for trading on the OTC BB as of the Closing. (q) Within twelve months of the date of this Agreement, BUYER shall use commercially reasonable efforts to cause it to be substituted for SELLER as a guarantor of the Companies and attempt to obtain full releases of SELLER'S personal guarantees of Companies indebtedness to the extent that the guarantees of SELLER are listed with specificity upon Schedule 4.1(q) hereof and provided further, however, that the existence of the obligation that is guaranteed by SELLER does not result in a default under this Agreement.

REPRESENTATIONS AND WARRANTIES OF BUYER. As a material inducement to Seller to enter into this Agreement and with the understanding that Seller will be relying thereon in consummating the transactions contemplated by this Agreement, Buyer hereby represents and warrants to Seller that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closingfollows: (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the state in which State of Texas, and has all requisite corporate power and capital assets to carry on its business as it is organized and is in good standing, and is duly qualified to conduct business, in all of the jurisdictions in which it operates;now being conducted. (b) Buyer has all requisite the full corporate power and authority to enter into this Agreement and purchase the Business in accordance with the terms of this Agreement. The execution, execute delivery and deliver performance of this Agreement by Buyer pursuant to this Agreement have been duly and effectively authorized by the Xxxx board of Sale, undertake its obligations hereunder directors of Buyer and consummate no other corporate proceedings on the part of Buyer are necessary to authorize this Agreement or the transactions contemplated hereby; by this Agreement. This Agreement constitutes, and, as of the Closing, the Xxxx of Sale and such other agreements and instruments will constitute, the legal, valid and legally binding obligations of BuyerBuyer which are, are or will be be, enforceable against Buyer in accordance with their respective terms, except as the enforceability thereof enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ the enforcement of creditors rights generally and in general, moratorium laws or by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law);equity. (c) neither the execution Buyer’s shares, when issued and delivery delivered to Seller, shall be deemed to be, and shall be, fully paid and validly issued shares of this Agreement by the Buyerstock of Buyer and Seller shall not be liable to any further call or assessment thereon, nor the consummation by the Buyer and any holder of the transactions contemplated hereby, will constitute a violation of, or said shares of stock shall not be liable for any further payment in conflict with, or constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party or by which the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority;respect thereto. (d) Upon receipt of all regulatory authorizations required to be obtained The audited fiscal year financial statements and the unaudited quarterly and pro forma combined financial statements filed by Buyer pursuant to Section 1.7 with the SEC were prepared in accordance with GAAP and fairly present Buyer’s financial position and results of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise, required to perform its obligations under this Agreement; andoperations for the covered periods. (e) no No representation or warranty of Buyer made in this Agreement or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or in connection with the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit required to state any material fact necessary in order be stated herein to make the representation or warranty statement not misleading. (f) Buyer is not in violation of, and the execution, delivery, and performance of this Agreement or the other agreements contemplated by this Agreement and the consummation of the transactions contemplated by this Agreement do not and will not result in any breach or acceleration of, any of the terms or conditions of its articles of incorporation or by-laws, or of any mortgage, bond, indenture, contract, agreement, license or other instrument or obligation to which Buyer is a party. The execution, delivery and performance of this Agreement or the other agreements contemplated by this Agreement will not result in the material violation of any statute, regulation, judgment, writ, injunction or decree of any court, threatened or entered in a proceeding or action in which Buyer is, was or may be bound.

REPRESENTATIONS AND WARRANTIES OF BUYER. The following representations and warranties of Buyer hereby represents and warrants to Seller that the following statements are true, complete and correct and complete as of the execution date of this Agreement and as of in all material respects on the date of hereof and shall be true, complete and correct in all material respects on the Closing:Closing Date (as if then made): (a) Buyer is a corporation validly existing and in good standing under has the laws of the state in which it is organized and is in good standingfull legal right, and is duly qualified to conduct business, in all of the jurisdictions in which it operates; (b) Buyer has all requisite power and authority to enter into, execute, deliver and perform all of its obligations under this Agreement. All requisite action necessary to authorize Buyer to enter into this Agreement, execute Agreement and deliver the Xxxx of Sale, undertake its to carry out Buyer's obligations hereunder and consummate has been, or on the transactions contemplated hereby; this Agreement constitutesClosing Date will have been, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of Buyer, are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the taken. The execution and delivery of this Agreement by Buyer constitutes the valid and legally binding obligation of Buyer to perform this Agreement, enforceable in accordance with its terms. (b) Buyer and each of Buyer, nor the consummation by the Buyer 's affiliates have not received any written notice of any pending or threatened condemnation action with respect to all or any portion of the transactions contemplated herebyProperty, will constitute a violation ofand to the best of Buyer's knowledge, there are no existing condemnation or be in conflict with, other legal proceedings affecting the Property by any governmental authority having jurisdiction over or constitute affecting all or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents any part of the Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party or by which the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority;Property. (dc) Upon receipt No permission, consent or approval by any third party or, to the best of all regulatory authorizations Buyer's knowledge, any governmental authority is required to be obtained by Buyer pursuant in order for Buyer to Section 1.7 of Article I of consummate the transactions contemplated by this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, except the consent or otherwise, approval of the New Jersey Casino Control Commission which may be required to perform be obtained by Buyer and/or Tenant. (d) There are no actions, suits or proceedings pending or, to the best of Buyer's knowledge or the knowledge of its obligations under this Agreement; andaffiliates, threatened affecting the Property or any portion thereof. (e) Buyer and each of its affiliates have not received written notice that the Property is in violation of any Environmental Laws. Buyer and each of its affiliates have no representation knowledge of the release of Hazardous Substance on or warranty of Buyer made in this Agreement from the Property or in to the Property from any attachment, certificateadjacent property, or any potential or known liability which has resulted in or may result in a lien on the Property or which is or may result in a violation of any Environmental Laws. Buyer and each of its affiliates have not received written notice of a threatened or pending Regulatory Action and has not received any notification that it is or may be potentially responsible or liable for clean-up, testing or other document remedial activities at any site including, without limitation, the Property. (f) To the best of Tenant's knowledge and belief, the Lease is in full force and effect and no default or writing delivered toevent, which with notice, the passage of time or to be delivered toboth would constitute a default, Seller pursuant to this Agreement or in connection with the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleadinghas occurred thereunder.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closingfollows: (a) Buyer is a corporation duly organized, validly existing and in good standing as a limited liability company under the laws of the state in which it is organized State of Colorado and is in good standinghas all requisite power and authority as a limited liability company to own, hold and operate its properties and assets, and is duly qualified to conduct business, in all of the jurisdictions in which it operates; (b) carry on its business as presently conducted. Buyer has all requisite power and authority as a limited liability company to enter into this Agreement, execute Agreement and deliver the Xxxx of Sale, undertake each Related Instrument to which it is or shall become a party and perform its obligations hereunder and consummate thereunder. (b) The execution, delivery and performance by Buyer of this Agreement and such Related Instruments and the consummation of the transactions contemplated hereby; this hereby and thereby have been duly authorized by all necessary action on the part of Buyer. (c) This Agreement constituteshas been, andand each such Related Instrument, as when executed and delivered, shall be, duly executed and delivered by Buyer and constitutes (or, in the case of the Closingsuch Related Instruments, the Xxxx of Sale when executed and delivered will constitute, the ) a valid and legally binding obligations obligation of Buyer, are or will be enforceable in accordance with their respective its terms, except insofar as the enforceability thereof may may, be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws affecting creditors’ ' rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the execution and delivery of this Agreement by the Buyer, nor the consummation by the Buyer of the transactions contemplated hereby, will constitute a violation ofgenerally, or be in conflict with, or constitute or create a default under: by principles governing the Certificate availability of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party or by which the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority;equitable remedies. (d) Upon receipt Buyer understands that the Purchased Interest, the Option and the interest in the Partnership subject to the Option (the "Option Interest") have not been registered under the Securities Act of all regulatory authorizations required 1933, as amended (the "Act"), nor qualified under any state securities law, and that, if and to be obtained by Buyer the extent that any thereof constitute securities subject to the Act or any, applicable state securities law, they are being offered and sold pursuant to Section 1.7 exemptions from such registration and qualification based in part upon the representations of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise, required to perform its obligations under this Agreement; andcontained herein. (e) no representation or warranty Buyer is familiar with the business and operations of the Partnership and has been given the opportunity to obtain from the Partnership all information that it has requested regarding its current operations, business plans and prospects. (f) Buyer made has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment contemplated by this Agreement and Buyer is able to bear the economic risk of such investment. (g) Buyer understands that, if and to the extent that the Purchased Interest, the Option and the Option Interest constitute securities subject to the Act or any applicable state securities law, Buyer must bear the economic risk of its investment therein indefinitely unless the same are registered or qualified pursuant to the Act or such state securities law or an exemption from such registration or qualification is available, and that the Partnership has no obligation to effect any such registration or qualification. Buyer further understands that there is no assurance that any such exemption from registration or qualification will be available, or, if available, that such exemption will allow Buyer to dispose of or otherwise transfer any or all of the Purchased Interest, the Option or the Option Interest in the amounts, in the manner or at the times Buyer might propose. Buyer further understands that the Partnership Agreement contains significant restrictions on transfers of interests in the Partnership. (h) Buyer is acquiring the Purchased Interest and the Option (and will acquire the Option Interest upon exercise of the Option) solely for its own account for investment and not with a view toward the resale, transfer, or distribution thereof, nor with any present intention of transferring any thereof or any interest therein in any attachmenttransaction which would constitute a "distribution" within the meaning of the Securities Act. No other person has any right with (i) At the Closing, certificateBuyer will transfer to Seller the shares of WestMarc Preferred Stock to which Seller is entitled under Section 2.02, free and clear of any lien, pledge, security interest, claim, or charge or other document encumbrance or writing delivered toany restriction on transfer voluntarily created by Buyer, other than any such restrictions as may be expressly set forth in the resolution of the Board of Directors of WestMarc designating and establishing the WestMarc Preferred Stock and in the certificate of incorporation and by-laws of WestMarc or to be delivered to, Seller pursuant to this Agreement as may exist or in connection with the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to arise under applicable federal and state any material fact necessary in order to make the representation or warranty not misleadingsecurities laws.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that the following statements are trueto Seller, which representations and warranties shall be true and correct and complete as of the execution date of this Agreement and as of the date of the Closing: (a) Buyer is a corporation Delaware limited liability company duly organized, validly existing and in good standing under the laws Laws of the state in which it is organized State of Delaware and is properly registered with the West Virginia Secretary of State to transact business in good standing, and is duly qualified to conduct business, in all the State of the jurisdictions in which it operates;West Virginia. (b) Buyer has all requisite power and authority to carry on its business as presently conducted, to enter into this Agreement, execute to purchase the Membership Interest on the terms described in this Agreement, and deliver the Xxxx to perform its other obligations under this Agreement. (c) The execution, delivery and performance of Sale, undertake its obligations hereunder this Agreement and consummate the transactions contemplated hereby; hereby have been duly and validly authorized by all necessary action, if any, on the part of Buyer. No consent or approval of any Person is required for the execution, delivery and performance by Buyer of this Agreement, except such consents and approvals as have already been obtained. (d) This Agreement has been duly executed and delivered on behalf of Buyer (and each document required to be executed by Buyer at the Closing will be duly executed and delivered by Buyer) and, upon execution by Seller, this Agreement constitutes, and, as of constitutes (and at the Closing, the Xxxx of Sale Closing each such document will constitute) a legal, the valid and legally binding obligations obligation of Buyer, are or will be enforceable in accordance with their respective its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law);. (ce) neither the execution and delivery of this Agreement by the Buyer, nor the The consummation by the Buyer of the transactions contemplated hereby, by this Agreement will constitute a violation ofnot violate, or be in conflict with, or constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational governing documents of the Buyer, each as amended to date; Buyer or any material provision in any agreement or commitment instrument to which the Buyer is a party or by which it is bound, and, to the Buyer best of Buyer’s knowledge, will not violate or be in conflict with any of its properties is bound or Law applicable to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority;Buyer. (df) Upon receipt of all regulatory authorizations required to be obtained by Buyer pursuant to Section 1.7 of Article I of this Agreementhas incurred no liability, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, contingent or otherwise, required for broker’s fees, finders’ fees, agent’s commissions, or other similar forms of compensation in connection with this Agreement or any agreement or transaction contemplated hereby for which Seller shall have any responsibility whatsoever. (g) Buyer has, or upon the Closing will have, sufficient cash, available lines of credit or other sources of immediately available funds to perform fulfill its obligations under this Agreement; and. (eh) no representation or warranty Buyer represents and acknowledges that it is knowledgeable of Buyer made in the coal business, the oil and gas business, the timber business, and of the usual and customary practices of producers of coal, oil and gas, and timber. In making the decision to enter into this Agreement or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or in connection with and consummate the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit hereby, Buyer agrees that prior to state any material fact necessary the Execution Date, Buyer has been afforded the opportunity to examine the files, records and materials in order the Data Room. Buyer has also been afforded the opportunity to make review the representation or warranty not misleading.Mxxxxxxx Xxxxxx Report (as defined in Article XII), the Supplemental Title Materials (as defined in Article XII) and the New Phase I, and to discuss all such files, records and materials with the Consultants (as defined in Article XII)

REPRESENTATIONS AND WARRANTIES OF BUYER. The Buyer hereby represents and warrants to Seller that the following statements are true, correct and complete Implementation Agency as of the execution date of this Agreement and as of the date of the Closingfollows: (a) Buyer is a corporation it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated herein and that it has taken all actions necessary to execute this Agreement, exercise its rights and perform its obligations, under this Agreement and carry out the transactions contemplated hereby; (a) it has taken all necessary actions under Applicable Law to authorize the execution, delivery and performance of this Agreement and to validly existing exercise its rights and in good standing perform its obligations under the laws of the state in which it is organized and is in good standing, and is duly qualified to conduct business, in all of the jurisdictions in which it operatesthis Agreement; (b) Buyer it has all requisite power the financial standing and authority capacity to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake perform its obligations hereunder and consummate under the transactions contemplated hereby; this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of Buyer, are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law)Agreement; (c) neither this Agreement has been duly executed by it and constitutes a legal, valid and binding obligation enforceable against it in accordance with the execution terms hereof and its obligations under this Agreement shall be legally valid, binding and enforceable obligations against it in accordance with the terms thereof; (d) the execution, delivery and performance of this Agreement by the Buyer, nor the consummation by the Buyer of the transactions contemplated hereby, will constitute a violation of, or be in shall not conflict with, or result in the breach of, constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents accelerate performance required by any of the BuyerApplicable Laws or any covenant, each as amended to date; any agreement contract, agreement, arrangement, understanding, decree or commitment order to which the Buyer it is a party or by which the Buyer it or any of its properties or assets is bound or affected; (e) there are no actions, suits or proceedings pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi- judicial or other authority, the outcome of which may result in the Buyer default or breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform its material (including any payment) obligations under this Agreement; (f) it has no knowledge of any violation or default with respect to any order, writ, injunction or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule decree of any court or governmental authority; (d) Upon receipt any legally binding order of all regulatory authorizations required to be obtained by Buyer pursuant to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise, required any Government Instrumentality which may result in any material adverse effect on the Implementation Agency’s ability to perform its obligations under this Agreement; and (e) Agreement and no representation or warranty of Buyer made in this Agreement or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or in connection with the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit circumstance exists which may give rise to state any material fact necessary in order to make such proceedings that would adversely affect the representation or warranty not misleadingperformance of its obligations under this Agreement.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents represents, warrants and warrants covenants to Seller that the following statements are trueSeller, correct and complete as of the execution date of this Agreement and as of the date of the Closinghereof that: (a) 14.1 Buyer is a nonprofit corporation validly existing and in good standing under the laws of the state in which it is organized State of Missouri and is in good standing, and is duly qualified to conduct business, in all of the jurisdictions in which it operates; (b) Buyer has all requisite power and authority legally authorized to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake its obligations hereunder and to consummate the transactions contemplated hereby; herein, and to execute and deliver all documents required herein; 14.2 Assuming due authorization, execution and delivery by Seller, this Agreement constitutesconstitutes the legal, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations obligation of Buyer, are or will be enforceable in accordance with their respective termsthe terms of this Agreement, except as the enforceability thereof such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether enforceability such enforcement is sought considered in a proceeding in equity or at law); (c) neither 14.3 To the best of Xxxxx’s knowledge, there is no litigation or other proceeding pending or threatened with respect to Buyer which is reasonably likely to adversely affect the purchase of the Foreclosed Property or the Loan Documents or the execution, delivery or enforceability of this Agreement; 14.4 To the best of Buyer’s knowledge, the execution and delivery of this Agreement by Xxxxx and Xxxxx’s performance and compliance with the terms of this Agreement will not (i) violate Buyer’s organizational documents, nor (ii) violate any law, regulation or administrative decree or order to which Buyer is subject, or (iii) constitute a default under, or result in a breach of, any material contract, agreement or other instrument to which Buyer is a party or which may be applicable to Buyer or any of Buyer’s assets; 14.5 To the best of Xxxxx’s knowledge, no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by Buyer or compliance by Buyer with this Agreement, or the consummation by the Buyer of the transactions contemplated hereby, will constitute a violation of, or be in conflict with, or constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party or by which the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; (d) Upon receipt of all regulatory authorizations required to be obtained by Buyer pursuant to Section 1.7 of Article I of this Agreement, except such as have been obtained; 14.6 Buyer holds all necessary approvalshas been provided copies of the Notes, authorizationsDeeds of Trust and Guaranties attached hereto as Exhibits A, permitsB, licenses, consentsC, and other permissionsD, whether corporatehas reviewed them together with counsel of its choice, regulatory, or otherwise, required understands and accepts all of the terms and conditions thereof. Renewal of Representations. Buyer shall be deemed to perform have remade its obligations under this Agreement; and (e) no representation or warranty representations and warranties set forth in Section 14 of Buyer made in this Agreement or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or in connection with as of the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleadingClosing Date.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closingfollowing: (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the state in which it is organized and is in good standing, and State of Pennsylvania. Buyer is duly qualified to conduct business, business in all of the jurisdictions State or States in which it operates;the Interests are located. (b) Buyer has all requisite power and authority to carry on its business as presently conducted, to enter into this Agreement, execute to purchase the Interests on the terms described in this Agreement and deliver the Xxxx of Sale, undertake to perform its obligations hereunder hereunder. (c) The execution, delivery and consummate performance of this Agreement and the transactions contemplated hereby; this herein have been duly and validly authorized by Buyer. (d) This Agreement constituteshas been duly executed and delivered on behalf of Buyer, andand all documents and instruments required hereunder to be executed and delivered by Buyer at or prior to Closing shall have been duly executed and delivered. This Agreement does, as of the Closingand such documents and instruments shall, the Xxxx of Sale will constituteconstitute legal, the valid and legally binding obligations of Buyer, are or will be Buyer enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law);. (ce) neither Buyer has incurred no liability, contingent or otherwise, for broker's or finder's fees or commissions relating to the execution and delivery of transactions contemplated by this Agreement for which Seller shall have any responsibility whatsoever. (f) Prior to Closing, Buyer will have inspected the Interests, the public records and Seller's files for all purposes, including, but not limited to, detecting the presence and concentration of naturally-occurring radioactive materials and satisfying themselves as to the physical condition and environmental condition of the Interests, both surface and subsurface. In entering into this Agreement, Buyer has relied solely on its independent investigation of, and judgment with respect to, the Interests and the advice of its own legal, tax, economic, environmental, engineering, geological and geophysical advisors, and not on any comments or statements of any representatives of, or consultants or advisors engaged by Seller. (g) Within ninety (90) days following Closing, Buyer will meet the bonding and other requirements required by all governmental authorities in respect to the Interests (and Seller agrees to provide Buyer, nor prior to Closing, with a list of such requirements) and, after Closing, Buyer anticipates that it will continue to be able to meet such bonding requirements. Buyer is, and after the Closing is expected to continue to be, otherwise qualified to own the Interests. The consummation by the Buyer of the transactions contemplated herebyhereby will not cause Buyer to be disqualified to be an owner of oil, gas, and mineral leases or to exceed any acreage limitation imposed by law, statute, rule or regulation. Buyer is not aware of any fact that could reasonably be expected to cause the appropriate governmental authorities to fail to unconditionally approve the assignment of the Interests to Buyer. Seller will constitute cooperate and will assist Buyer relating to the preparation and presentation of documents relating to changes in ownership and/or operatorship of the Interests. (h) Buyer is an experienced and knowledgeable investor and operator in the oil and gas business. Buyer is acquiring the Interests for its own account and not with a violation ofview to, or be for offer of resale in conflict connection with, or constitute or create a default under: distribution thereof, within the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents meaning of the BuyerSecurities Act of 1933, each as amended to date; any agreement or commitment to which the Buyer is a party or by which the Buyer amended, or any other rules, regulations, and laws pertaining to the distribution of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority;securities. (di) Upon receipt Buyer has arranged or will have arranged to have available by the Closing Date sufficient funds to enable the payment to Seller, by wire transfer, of all regulatory authorizations required the Closing Payment in accordance with Section 2.3 and to be obtained by Buyer pursuant to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise, required to otherwise perform its Buyer's obligations under this Agreement; and (e) no representation or warranty of Buyer made in this Agreement or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or in connection with the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleading.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that Sellers the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closingfollowing: (a) Buyer is a corporation corporation, duly organized, validly existing and in good standing under the laws of the state in which it State of Colorado. Buyer is organized and is in good standing, and is or will be prior to Closing duly qualified to conduct business, business in all of the jurisdictions State or States in which it operates;the Interests are located. (b) Buyer has all requisite power and authority to carry on its business as presently conducted, to enter into this Agreement, execute and deliver to purchase the Xxxx Interests on the terms described in this Agreement and perform its other obligations under this Agreement. (c) The execution, delivery and performance of Sale, undertake its obligations hereunder this Agreement and consummate the transactions contemplated herebyhereby have been duly and validly authorized. (d) This Agreement has been duly executed and delivered by or on behalf of Buyer; all documents and instruments required hereunder to be executed and delivered by Buyer at or prior to Closing shall have been duly executed and delivered; and this Agreement constitutesdoes, andand such documents and instruments shall, as of the Closingconstitute legal, the Xxxx of Sale will constitute, the valid and legally binding obligations of Buyer, are or will be Buyer enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law);. (ce) neither the execution and delivery of this Agreement by the BuyerBuyer has incurred no liability, nor the consummation by the Buyer of contingent or otherwise, for broker's or finder's fees or commissions relating to the transactions contemplated hereby, will constitute a violation of, or be in conflict with, or constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents by this Agreement for which Sellers shall have any responsibility whatsoever. (f) All shares of the Common Stock of Buyer issued to Sellers pursuant to this Agreement shall be duly authorized and when issued shall be fully paid, non-assessable shares of the Common Stock of Buyer and shall carry all of the same rights and privileges as all other issues of Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party or by which the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority;'s Common Stock. (dg) Upon receipt Prior to Closing, Buyer will have inspected the Interests, the public records and Sellers' files for all purposes, including, but not limited to, detecting the presence and concentration of all regulatory authorizations required naturally-occurring radioactive materials and satisfying itself as to be obtained by Buyer pursuant to Section 1.7 the physical condition and environmental condition of Article I of the Interests, both surface and subsurface. In entering into this Agreement, Buyer holds all necessary approvalshas relied solely on the express representations and covenants of Sellers in this Agreement, authorizations, permits, licenses, consentsits independent investigation of, and other permissionsjudgment with respect to, whether corporatethe Interests and the advice of its own legal, regulatorytax, economic, environmental, engineering, geological and geophysical advisors, and not on any comments or statements of any representatives of, or otherwise, required to perform its obligations under this Agreement; and (e) no representation consultants or warranty of Buyer made in this Agreement or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or in connection with the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleadingadvisors engaged by Sellers.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to each Seller that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closingfollows: (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the state in which it is organized and is in good standing, and is duly qualified to conduct business, in all jurisdiction of the jurisdictions in which it operates;its organization. (b) Buyer has all requisite necessary power and authority to enter into this Agreement, Agreement and the Custody Agreement and has taken all action necessary to execute and deliver the Xxxx of Salesuch agreements, undertake its obligations hereunder and to consummate the transactions contemplated hereby; thereby and to perform its obligations thereunder. This Agreement and the Custody Agreement have been duly executed and delivered by Buyer. Assuming the due execution of this Agreement constitutesand the Custody Agreement by Sellers, andthis Agreement and the Custody Agreement constitute and will constitute legal, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of Buyer, are or will be enforceable against it in accordance with their respective terms, except as subject to the enforceability thereof may be limited by applicable effects of bankruptcy, insolvency, reorganization or other fraudulent conveyance, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights generally and by rights, general equitable principles (regardless of whether enforceability is sought considered in a proceeding in equity or at law);) and an implied covenant of good faith and fair dealing. (c) neither Neither the execution and delivery of this Agreement or the Custody Agreement by Buyer nor the Buyer, performance by Buyer of its obligations thereunder nor the consummation by the Buyer of the transactions contemplated herebythereby, will constitute result in (i) a violation of, or be in a conflict with, or constitute or create a default under: any provision of the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; (ii) a breach or violation of, or a default under (with or without notice or lapse of time or both), any agreement term or commitment provision of, or any right of termination, cancellation, modification or acceleration arising under, any contract or permit to which the Buyer is a party or is subject or by which any of its properties or assets are bound, (iii) a violation by Buyer of any order or law to which Buyer is subject or by which any of its properties or assets are bound, or (iv) the imposition of any encumbrance on the business, properties or assets of Buyer, except in each of the cases of clauses (ii), (iii) and (iv), for those breaches, defaults, rights, violations or impositions which, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of Buyer to perform its obligations hereunder and to consummate the transactions contemplated thereby. (d) No government approval with any governmental authority, or consent, approval or waiver of any other person, is required to be made or obtained by Buyer in connection with the execution, delivery and performance of this Agreement and the Custody Agreement and the consummation of the transactions contemplated thereby except those that have been made or obtained prior to the date hereof and except for those government approvals or consents, approvals or waivers of any other person which, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of Buyer to perform its obligations hereunder and to consummate the transactions contemplated thereby. (e) Buyer is purchasing the Seller Shares to be purchased by it for its own account with the present intention of holding such securities for investment purposes and not with a view to or for sale in any distribution of such securities in violation of any federal or state securities laws. Buyer acknowledges that the Seller Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any other securities laws and that the Seller Shares may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless such sale, transfer, offer, pledge, hypothecation or other disposition is pursuant to the terms of an effective registration statement under the Securities Act and is registered under any applicable state securities laws or pursuant to an exemption from registration under the Securities Act and other compliance with any applicable state securities laws. (f) Buyer has conducted its own independent investigation of the Company and has been furnished with all information, documents and other materials relating to the Company and its business, management, operations and finances, that Buyer believes is necessary to enter into this Agreement and the Custody Agreement. Buyer (i) is familiar with the business of the Company, (ii) has obtained any and all publicly available information regarding the Company that Buyer has determined is necessary or appropriate in making the decision to purchase the Seller Shares from Sellers and in determining the sale price therefor, and (iii) is not relying on, and has not received, any representation or statement by any Seller (except as expressly set forth herein) or any of its directors, officers, stockholders, agents or representatives regarding (A) the business, financial condition or prospects of the Company or (B) the value of the Seller Shares. Buyer acknowledges and agrees that (x) the Per Share Price may not equal the trading price of the Company’s common stock (or the fair market value of the Seller Shares) on the date hereof and (y) after the Closing, the value of the Seller Shares may decrease as a result of a number of factors, including without limitation (I) changes in the Company’s business, financial condition, business relationships or prospects or (II) general industry, market or economic conditions. Without limiting the generality of the foregoing, Buyer acknowledges that (i) Sellers currently may have, and later may come into possession of, information with respect to the business, financial condition or prospects of the Company that is not known to Buyer and that may be material to a decision to purchase the Seller Shares (the “Sellers Excluded Information”) and (ii) Buyer has determined to purchase the Seller Shares notwithstanding Buyer’s lack of knowledge of the Sellers Excluded Information and (iii) Sellers shall have no liability to Buyer with respect to the nondisclosure of the Sellers Excluded Information or any other information in connection with the transaction contemplated hereby. (g) Except for the representations and warranties contained in this Section 4, neither Buyer nor any other person has made or makes any other express or implied representation or warranty, either oral or written, on behalf of Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgmentrespective affiliates, decreesubsidiaries, orderpredecessors, regulation or rule of any court or governmental authority; (d) Upon receipt of all regulatory authorizations required to be obtained by Buyer pursuant to Section 1.7 of Article I of this Agreementsuccessors, Buyer holds all necessary approvals, authorizations, permits, licenses, consentsassigns, and other permissionseach of their respective directors, whether corporateofficers, regulatoryemployees, or otherwiseagents, required to perform its obligations under this Agreement; and (e) no stockholders, attorneys, and insurers, past, present and future, including, without limitation, any representation or warranty relating to the Company, its financial position and results of Buyer made in this Agreement operations or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or in connection with the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleadingits prospects.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closing:follows. (a) Buyer is a corporation duly organized and validly existing and in good standing under the laws of Delaware, USA and has the state in which it is organized full corporate power, authority and is in good standing, necessary gov- ernmental approvals to own or use its assets and is duly qualified properties and to conduct business, in all of its business as the jurisdictions in which it operates;same is presently being conducted. (b) Buyer has all requisite power and authority to enter into this Agreement, execute and deliver There exist no limitations under the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as of the Closinglaw, the Xxxx articles of Sale will constitute, the valid and legally binding obligations incorporation of Buyer, are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited any Contracts by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the execution and delivery of this Agreement by the Buyer, nor the consummation by the Buyer of the transactions contemplated hereby, will constitute a violation of, or be in conflict with, or constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party bound that would prevent Buyer from entering into or by which the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; (d) Upon receipt of all regulatory authorizations required to be obtained by Buyer pursuant to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise, required to perform performing its obligations under this Agreement; and. (c) No authorizations, permits or consents are required from any governmental or administrative authority, or any third party (including any shareholders of Buyer) for the consummation of the transactions contemplated by this Agreement other than as set out herein. (d) There are no actions, suits or proceedings pending against Buyer or any of Buyer's Affiliates before any court or administrative board, agency or commission which involve a claim by a governmental or regulatory authority, or by a third party, which would operate to hinder or substantially impair the consummation of the transactions contemplated by this Agreement. Buyer is not aware of any actions, suits or proceedings in accordance with the preceding sentence which have been threatened in writing to be filed or instituted against Buyer or any of Buyer's Affiliates. (e) no representation or warranty of Buyer made in this Agreement or in any attachmenthas procured that it will, certificateand will on the Closing Date have, or other document or writing delivered to, or the necessary funds at its disposal to be delivered to, Seller pursuant to this Agreement or in connection with finance the transactions contemplated by this Agreement. (f) Buyer is aware that none of the Sale Shares have been registered under the U.S. Securities Act of 1933 or any other applicable state securities laws. Buyer is acquiring the Shares for its own account, for investment purposes only and not with a view to the distribution thereof in violation of the securities laws of the United States or any state thereof. (g) Buyer is aware that Swisscom has terminated certain leased line agreements (particulars of which have been disclosed to Buyer) with certain Cablecom Companies. Buyer hereby contains undertakes to accept such terminations as valid and further undertakes to ensure that any Cablecom company which was party to such terminated agreement will accept such termination as valid and binding, subject, however, to the provisions of Section 8.5. (h) Buyer has not promised to pay or will contain cause to be paid to or for the benefit of any untrue statement director, officer, employee or agent of material fact Seller or omits the Cablecom Companies any incentive, bonus, or will omit to state any material fact necessary similar payment due upon consummation or in order to make view of the representation or warranty not misleading.transactions contemplated under this Agreement. 38 -38-

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that the following statements are true, correct and complete as of the execution date of this Agreement hereof and as of the date of the ClosingClosing Date to Seller as follows: (a) The consummation of the transactions contemplated by this Agreement will not violate, or be in conflict with any provision of any agreement or instrument to which Buyer is a party or by which it is bound. (b) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the state in which it is organized and is in good standingState of Delaware, and is duly qualified to conduct businessthe extent legally necessary to carry on its business in each state where the Interests are located, in all or where the ownership of the jurisdictions Interests located in which it operates;such state require Buyer to be so qualified. (bc) Buyer has all requisite corporate power and authority to enter into carry on its business as presently conducted, and to perform its obligations under this Agreement, execute and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of Buyer, are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the execution and delivery of this Agreement by the Buyer, nor the . The consummation by the Buyer of the transactions contemplated hereby, by this Agreement will constitute a violation ofnot violate, or be in conflict with, (i) any provision of its articles of incorporation or constitute or create a default under: the Certificate bylaws; (ii) any provision of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment instrument to which the Buyer it is a party or by which it is bound, noncompliance with which would have a material adverse effect upon its ownership or operation of the Buyer Interests, or upon any of the transactions contemplated by this Agreement, and (iii) to its properties is bound or to which the Buyer or any of such properties is subject; or any statute or knowledge, any judgment, decree, order, statute, rule or regulation or rule of any court or governmental authority;applicable to Buyer. (d) Upon receipt This Agreement constitutes the legal, valid and binding obligation of all regulatory authorizations required Buyer, enforceable in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization and other laws for the protection of creditors. (e) Buyer has incurred no liability, contingent or otherwise, for brokers or finders fees relating to the transactions contemplated by this Agreement for which Seller shall have any responsibility whatsoever. (f) The Interests to be obtained acquired by Buyer pursuant to Section 1.7 this Agreement are being acquired by it for its own account for investment purposes and not for distribution within the meaning of Article I any securities law. In acquiring the Interests, it is acting in the conduct of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, its own business and other permissions, whether corporate, regulatorynot under any specific contractual commitment to any third party, or otherwiseany specific nominee agreement with any third party, required to perform its obligations under this Agreement; and (e) no representation or warranty of Buyer made in this Agreement or in any attachment, certificate, or other document or writing delivered transfer to, or to hold title on behalf of, such third party, with respect to all or any part of the Interests. (g) There are no bankruptcy, reorganization or arrangement proceedings pending, being contemplated by or, to the knowledge of Buyer, threatened against Buyer. (h) The Common Stock of Buyer to be issued as part of the Purchase Price, shall, at the time of Closing, be duly authorized by all necessary corporate action and such securities shall be validly issued such that the holders to whom the securities shall be issued shall have the rights set forth on the certificates delivered to, Seller pursuant to this Agreement or in connection with by Buyer at the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleadingClosing.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the ClosingClosing Date as follows: (a) Buyer has the full right, power, and authority to enter into and perform this Agreement and to purchase the Subject Property, and does not need any further consents, joinders, or other authorizations from any governmental entity other than its regulators to execute, deliver and perform its obligations under this Agreement, and to consummate the transactions contemplated hereby. (b) Buyer is a corporation Missouri state-chartered bank, duly organized, validly existing existing, and in good standing under the laws of the state in which it is organized and is in good standing, and is duly qualified to conduct business, in all State of the jurisdictions in which it operates;Missouri. (bc) The execution and delivery by Buyer has all requisite power and authority to enter into of this Agreement, execute and deliver the Xxxx performance by Buyer of Sale, undertake all its obligations hereunder hereunder, have been duly and validly authorized and approved by Buyer pursuant to all applicable laws and no other action on the part of Buyer is necessary to execute this Agreement and consummate the transactions contemplated hereby; this herein. This Agreement constitutes, and, as and each of the Closingother documents, the Xxxx of Sale will constituteinstruments, and agreements executed by Buyer in connection herewith, have been duly and validly executed by Buyer and constitute the valid and legally binding obligations agreements of Buyer, are or will be enforceable against Seller in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law);. (cd) neither To the execution and delivery best of Buyer’s knowledge, there is no currently pending or threatened suit, action, claim, or proceeding against Buyer or any of its affiliates affecting the ability of Buyer to carry out this Agreement by the BuyerAgreement, nor the consummation by the Buyer or any of the transactions contemplated hereby. (e) Since June 30, will constitute a violation of2018, there has not occurred any material adverse change in the financial condition, business, prospects or be in conflict withaffairs of Buyer, or constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents and Buyer has paid all of the Buyer, each as amended to date; any agreement or commitment to which debts and obligations in connection with the Buyer is a party or by which the Buyer or any operation of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgmentbusiness as they become due (except those, decreeif any, order, regulation or rule of any court or governmental authority;contested in good faith). (df) Upon receipt of all regulatory authorizations required to be obtained The Purchase Price reflects that the Subject Property is being purchased by Buyer pursuant on an “as is,” “where is” and “with all faults” basis and that it has conducted to Section 1.7 its satisfaction an independent investigation and verification of Article I the financial condition, results of operations, assets, liabilities, properties and projected operations of Seller and the Branson Branch, and, in making its determination to proceed with the transactions contemplated by this Agreement, Buyer holds all necessary approvalshas relied solely on the results of its own independent investigation and verification and the representations and warranties of Seller expressly and specifically set forth in Section 9 as qualified by the disclosure schedules (and any updates thereto). Seller does not make or provide, authorizationsand Buyer hereby waives, any warranty or representation, express or implied, as to (i) the quality, merchantability, fitness for a particular purpose, conformity to samples, or condition of the Subject Property or any part thereof, (ii) any applicable building, zoning or fire laws or regulations or with respect to compliance therewith or with respect to the existence of or compliance with any required permits, licensesif any, consentsof any governmental agency; (iii) the availability or existence of any water, and other permissionssewer or utilities, whether corporate, regulatoryany rights thereto, or otherwiseany water, required sewer or utility districts; (iv) access to perform its obligations under this Agreementany public or private sanitary sewer system; and (ev) no representation the habitability, marketability, or warranty profitability of Buyer made the property; (vi) the manner or quality of the construction or materials, if any, incorporated into the Subject Property; (vii) any misstatements or inaccuracies contained in this Agreement the property materials; or (viii) the presence of any hazardous substances in any attachmentImprovements on the Subject Property, certificateincluding, without limitation, asbestos or formaldehyde, or other document the presence of any environmentally hazardous wastes or writing delivered tomaterials on or under the Subject Property. Without limiting the generality of the A. Sections 9601 et. seq., or to be delivered tothe Resource Conservation and Recovery Act, Seller pursuant to this Agreement or in connection with the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleading.as Amended, 42 U.S.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby Buyer, represents and warrants to Seller that the following statements are trueCompany, correct and complete as of the execution date of this Agreement hereof and as of the date of the ClosingClosing Date, as follows: (a) Xxxxx has the requisite power to execute, deliver and perform its obligations under this Agreement and the Buyer is a corporation validly existing and in good standing under the laws of the state in which it is organized and is in good standingDocuments, and is duly qualified to conduct business, in all of consummate the jurisdictions in which it operates;transaction contemplated hereby. (b) The execution and delivery by Buyer has all requisite power of, and authority to enter into this Agreement, execute and deliver the Xxxx performance by Buyer of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; under, this Agreement constitutesand any other agreements, andstatements, as certificates, instruments or other documents to be executed and delivered by Buyer at the Closing pursuant to this Agreement (collectively, the “Buyer Documents”) and the consummation by Buyer of the Closing, the Xxxx of Sale transaction contemplated hereby (i) have been or will constitute, the valid be duly authorized and legally binding obligations approved by all necessary action of Buyer, (ii) do not and will not require any further or additional consent, approval or authorization of Buyer, (iii) do not and will not violate, contravene or conflict with the any law, regulation, judgment, order or decree to which Buyer or any of its assets are subject, (iv) do not and will not require the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing with, or any notice to, any Person (beyond that which has already been obtained), (v) do not and will be not result in a breach of, or constitute a default under, any contract, instrument, commitment or arrangement to which Buyer is a party, by which Buyer is bound or to which Buyer’s assets are subject, and (vi) do not and will not result in the imposition of a Lien on any of Buyer’s assets. (c) This Agreement constitutes and each of the other Buyer Documents will constitute the legal, valid and binding agreement of Buyer enforceable against Buyer in accordance with their respective its terms, except as the such enforceability thereof may be limited by applicable bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally and or by general equitable principles of equity (regardless of whether such enforceability is sought considered in a proceeding at law or in equity or lawequity); (c) neither the execution and delivery of this Agreement by the Buyer, nor the consummation by the Buyer of the transactions contemplated hereby, will constitute a violation of, or be in conflict with, or constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party or by which the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority;. (d) Upon receipt of all regulatory authorizations required Xxxxx is sufficiently experienced in financial and business matters to be obtained by Buyer pursuant to Section 1.7 capable of Article I evaluating the merits and risks of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consentsits investments, and other permissionsto make an informed decision relating thereto, whether corporate, regulatory, or otherwise, required and to perform protect its obligations under this Agreement; andown interests in connection with the purchase of the Common Stock. (e) no representation or warranty Buyer recognizes that the purchase of the Common Stock involves an extremely high degree of risk in that: (a) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Common Stock; (b) transferability of the Common Stock are limited and may only be accomplished in compliance with applicable securities laws and the terms of the Bylaws and Certificate of Incorporation Agreement; and (c) the Company may require substantial additional funds in the short term to operate its business and subsequent equity financings will dilute the ownership and voting interests of Buyer. (f) The Buyer made in this Agreement or in any attachmentis acquiring the Common Stock for its own account, certificate, or other document or writing delivered for investment purposes only and not with a view to, or to be delivered to, Seller pursuant to this Agreement or for sale in connection with with, a distribution, as that term is used in Section 2(11) of the transactions contemplated hereby contains Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. (g) The Buyer understands and acknowledges that the Common Stock will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make bear the representation or warranty not misleadingfollowing legend: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION THEREOF UNDER THE SECURITIES ACT OF 1933 AND/OR THE SECURITIES ACT OF ANY STATE HAVING JURISDICTION OR AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR ACTS.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closingfollows: (a) Buyer is a corporation limited liability company duly organized and validly existing and in good standing under the laws of the state State of Delaware; this Agreement and all documents executed by Buyer which are to be delivered to Seller at the Closing are and at the time of the Closing will be duly authorized, executed and delivered by Buyer, are and at the time of the Closing will be legal, valid and binding obligations of Buyer enforceable against Buyer in which it is organized and is in good standingaccordance with their respective terms, and is duly qualified to conduct business, in all do not and at the time of the jurisdictions in Closing will not violate any provision of any agreement or judicial order to which it operates; (b) Buyer is subject. Buyer has all requisite full and complete power and authority to enter into this Agreement, execute Agreement and deliver the Xxxx of Sale, undertake Lease and to perform its obligations hereunder and consummate hereunder. (b) Buyer has not filed nor been the transactions contemplated hereby; this Agreement constitutes, and, as subject of any filing of a petition under the Closing, Federal Bankruptcy Law or any federal or state insolvency laws or laws for composition of indebtedness or for the Xxxx reorganization of Sale will constitute, the valid and legally binding obligations of Buyer, are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law);debtors. (c) neither There is no litigation pending or, after due and diligent inquiry, to the execution and delivery best of this Agreement by the Buyer’s knowledge, nor the consummation by the Buyer of the transactions contemplated herebythreatened, will constitute a violation of, or be in conflict with, or constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party or by which the against Buyer or any basis therefor or that might detrimentally affect the ability of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; (d) Upon receipt of all regulatory authorizations required to be obtained by Buyer pursuant to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise, required to perform its obligations under this Agreement; and. (ed) no representation Buyer represents and warrants that (a) Buyer and, to Buyer’s actual knowledge, each person or warranty entity owning an interest in Buyer is (i) not currently identified on the Specially Designated Nationals and Blocked Persons List maintained by the OFAC and/or on any other similar List; (ii) not a person or entity with whom a citizen of Buyer made the United States is prohibited to engage in this Agreement or in transactions by any attachmenttrade embargo, certificateeconomic sanction, or other document or writing delivered toprohibition of United States law, regulation, or Executive Order of the President of the United States; and (iii) not an “Embargoed Person” (b) to be delivered toBuyer’s actual knowledge, Seller pursuant none of the funds or other assets of Buyer constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person (as hereinafter defined), and (c) to this Agreement Buyer’s actual knowledge, no Embargoed Person has any interest of any nature whatsoever in Buyer (whether directly or in connection with the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleadingindirectly).

REPRESENTATIONS AND WARRANTIES OF BUYER. The Buyer hereby represents and warrants as follows on each Effective Date, by reference to Seller that the following statements are true, correct facts and complete as of circumstances existing on the execution date of this Agreement and as of the date of the ClosingEffective Date: (a) Buyer It (i) is a corporation limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of the state in which it is organized and is in good standingof Delaware, and (ii) is duly qualified to conduct businessdo business in every jurisdiction where the nature of its business requires it to be so qualified, and (iii) has all organizational power and all licenses, authorizations, consents and approvals of all Official Bodies required to carry on its business in each jurisdiction in which its business is now conducted, in all of each case unless the jurisdictions in which it operates;failure to have the same would not be reasonably expected to have a Material Adverse Effect. (b) Buyer has all requisite power The execution, delivery and authority to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as of the Closing, the Xxxx of Sale will constitute, the valid and legally binding obligations of Buyer, are or will be enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the execution and delivery of this Agreement by the Buyer, nor the consummation performance by the Buyer of this Agreement and each other Transaction Document to which it is a party, including the transactions contemplated herebyBuyer’s purchase or acceptance of a contribution of Receivables and the other Receivables Property hereunder, will (i) are within the Buyer’s organizational powers, (ii) have been duly authorized by all necessary organizational action and (iii) do not contravene or constitute a violation ofdefault under (A) the Buyer’s Organic Documents, or be in conflict with, or constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of (B) any Law applicable to the Buyer, (C) any contractual restriction binding on or affecting the Buyer or its property or (D) any order, writ, judgment, award, injunction or decree binding on or affecting the Buyer or its property and (iv) do not result in or require the creation or imposition of any Adverse Claim upon or with respect to any Acquired Receivable, Receivables Property or any Collection Account, in each as amended case unless such failure would not reasonably be expected to date; any agreement or commitment have a Material Adverse Effect. Each of the Transaction Documents to which the Buyer is a party has been duly executed and delivered by the Buyer. (c) No authorization or approval or other action by, and no notice to or filing with, any Official Body is required for the due execution, delivery and performance by which the Buyer of this Agreement or any other Transaction Document to which it is a party or any other document to be delivered by it thereunder, except for the filing of its properties is bound UCC financing statements and other actions referred to in Schedule 4 (Conditions Precedent Documents) to the Receivables Loan Agreement all of which have been (or on or before the applicable Effective Date will have been) duly made and are in full force and effect. (d) This Agreement and each other Transaction Document to which the Buyer or is a party constitutes the legal, valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms, subject to any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule limitation on the enforceability thereof against it arising from the application of any court applicable Insolvency Law or governmental authority; by general principles of equity (dregardless of whether enforcement is sought in a proceeding at equity or at law. Each remittance of Collections by the Originator to the Buyer hereunder will have been (i) Upon receipt in satisfaction of all regulatory authorizations required to be obtained an obligation incurred by the Originator in the ordinary course of business or financial affairs of the Buyer pursuant to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise, required to perform its obligations under this Agreement; and (eii) no representation or warranty of Buyer made in this Agreement the ordinary course of business or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or in connection with financial affairs of the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleadingBuyer.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer Aquila and UCU, on a joint and several basis, hereby represents and warrants to Seller that make the following statements are true, correct representations and complete as of the execution date of this Agreement and as of the date of the Closingwarranties to Seller: (a) Buyer 14.2.1 Aquila is a corporation duly organized, validly existing and in good standing under the laws of the state in which it State of Delaware and UCU is organized a corporation duly organized, validly existing and is in good standing, standing under the laws of the State of Delaware. Each of Aquila and UCU is duly qualified to conduct business, do business in all the State of Illinois and has the jurisdictions in which it operates; (b) Buyer has all requisite legal power and authority to own its properties, to carry on its business as now being conducted and to enter into this Agreement, execute Agreement and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate carry out the transactions contemplated hereby; hereby and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement. 14.2.2 The execution, delivery and performance by each of Aquila and UCU of this Agreement constituteshave been duly authorized by all necessary corporate action, andand do not and will not require any consent or approval of its Board of Directors or shareholders other than that which has been obtained. 14.2.3 The execution and delivery of this Agreement, as the consummation of the Closingtransactions contemplated hereby and the fulfillment of and compliance with the provisions of this Agreement do not and will not conflict with or constitute a breach of or a default under, any of the Xxxx terms, conditions or provisions of Sale will constituteany legal requirements, or its Sections of incorporation or bylaws, or any deed of trust, mortgage, loan agreement, other evidence of indebtedness or any other agreement or instrument to which either Aquila or UCU is a party or by which it or any of its property is bound, or result in a breach of or a default under any of the foregoing. 14.2.4 This Agreement constitutes the legal, valid and legally binding obligations obligation of Buyer, are or will be Aquila and UCU enforceable in accordance with their respective its terms, except as the such enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally and or by general equitable principles (principles, regardless of whether such enforceability is sought considered in a proceeding in equity or at law);. (c) neither the execution and delivery of this Agreement by the Buyer, nor the consummation by the Buyer of the transactions contemplated hereby, will constitute a violation of14.2.5 There is no pending, or be in conflict withto the knowledge of Aquila or UtiliCorp, threatened action or constitute proceeding affecting it before any governmental authority which purports to affect the legality, validity or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party or by which the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; (d) Upon receipt of all regulatory authorizations required to be obtained by Buyer pursuant to Section 1.7 of Article I enforceability of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise, required to perform its obligations under this Agreement; and (e) no representation or warranty of Buyer made in this Agreement or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or in connection with the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleading.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that the following statements are true, correct and complete as of the execution date of this Agreement and IC as of the date hereof and, unless otherwise provided, as of the ClosingClosing Date (as though made then and as though the Closing Date were substituted for the date hereof throughout this Agreement) as follows: (a) Buyer is a corporation corporation, duly organized, validly existing and in good standing under the laws of the state in which it is organized and is in good standingState of Nevada, and is duly qualified to conduct business, in all of the jurisdictions in which it operates; (b) Buyer has all requisite corporate power and authority to enter into and carry out the transactions contemplated by this Agreement, execute . (b) The execution and deliver delivery by Buyer of this Agreement and the Xxxx other Unit Transaction Documents and the performance by the Buyer of Sale, undertake its obligations hereunder and consummate thereunder have been duly authorized by all requisite corporate action on the transactions contemplated hereby; this Agreement constitutes, and, as part of the ClosingBuyer. Each Unit Transaction Document constitutes a legal, the Xxxx of Sale will constitute, the valid and legally binding obligations agreement of the Buyer, are or will be enforceable against the Buyer in accordance with their respective terms, its terms except as to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization insolvency or other similar laws affecting creditors’ ' rights generally and by general equitable principles (regardless of generally, whether enforceability is sought enforced in a proceeding in equity court of law or law);at equity. (c) neither the execution The execution, delivery and delivery of this Agreement performance by the Buyer, nor Buyer of the Unit Transaction Documents and the consummation by the Buyer of the transactions contemplated herebythereby will not (a) violate any provision of law, will constitute a violation statute, rule or regulation, or any ruling, writ, injunction, order, judgment or decree of any court, administrative agency or other governmental body applicable to it, or any of its properties or assets; (b) conflict with or result in any breach of any of the terms, conditions or provisions of, or be in conflict withconstitute (with due notice or lapse of time, or constitute or create both) a default under: the Certificate (or give rise to any right of Incorporationtermination, bylaws, operating agreement cancellation or similar organizational documents of the Buyer, each as amended to date; acceleration) under any agreement or commitment contract to which the Buyer is a party that would materially adversely affect the Buyer's ability to consummate the transactions contemplated by any Unit Transaction Document or by which the Buyer or perform its obligations under any of its properties is bound or to which the Buyer or any of such properties is subjectUnit Transaction Document; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority;(c) violate its organizational documents. (d) Upon receipt No permit, authorization, consent or approval of all regulatory authorizations or by, or any notification of or filing with, any Person is required to in connection with the execution, delivery and performance by the Buyer of any Unit Transaction Document, the consummation by the Buyer of the transactions contemplated hereby or thereby (other than such notifications or filings required under applicable securities laws, if any, which shall be obtained made by the Buyer pursuant to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, on a timely basis and other permissions, whether corporate, regulatory, or otherwise, required to perform its obligations under this Agreement; andthan provided for in any Unit Transaction Document). (e) no representation or warranty Buyer agrees that by Buyer accepting the Units at Closing, Buyer shall be representing and warranting that the foregoing representations and warranties are true as at the Closing Date with the same force and effect as if they had been made by Buyer at the Closing Date and shall continue in full force and effect. Buyer undertakes to notify Seller and IC in writing of Buyer made in this Agreement or any change in any attachmentrepresentation, certificate, warranty or other document or writing delivered to, or information relating to be delivered to, Seller pursuant Buyer set forth herein which takes place prior to this Agreement or in connection with the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleadingClosing Date.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby Green Irons represents and warrants to Seller that the following statements contained in this Article 4.02 are true, true and correct and complete as of the execution date of this Agreement and as of the date of the ClosingClosing Date: (a) Buyer Green Irons is a corporation duly organized, validly existing and in good standing under the laws of the state in which it is organized and is in good standingState of Nevada, and is duly qualified to conduct business, do business and in all good standing under the laws of the jurisdictions in which it operates;any jurisdiction where Green Irons conducts operations. (b) Buyer has all requisite power and authority authority, corporate and otherwise, to carry on its business as presently conducted, to enter into this AgreementAgreement to which it is a party, execute and deliver the Xxxx of Sale, undertake to perform its obligations hereunder under this Agreement. (c) The execution and consummate delivery of this Agreement has been, and the execution and delivery of all certificates, documents and instruments required to be executed and delivered by Buyer at Closing, and the consummation of the transactions contemplated hereby; this Agreement constitutes, and, hereby as of the ClosingClosing Date shall have been duly authorized by all necessary corporate action on the part of Buyer and no further authorization is required by any law, the Xxxx of Sale will constitutestatute, the regulation, court order or judgment applicable to Buyer. This Agreement constitutes a legal, valid and legally binding obligations obligation of Buyer, are or will be Buyer enforceable in accordance with their respective its terms, except as subject however, to the enforceability thereof may be limited by applicable effects of bankruptcy, insolvency, reorganization or other reorganization, moratorium and similar laws affecting creditors’ rights generally and by general equitable laws, as well as to principles of equity (regardless of whether such enforceability is sought considered in a proceeding in equity or at law);. (cd) neither the The execution and delivery of this the Agreement by the Buyer, nor and the consummation by the Buyer of the transactions contemplated hereby, hereby will constitute a violation ofnot (i) violate, or be in conflict withwith any provisions of Buyer's certificate of incorporation, bylaws or governing documents, (ii) constitute a material breach of, or constitute or create a any event of default under: the Certificate of Incorporation, bylaws, operating any contract or agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party or by which it or its assets are bound, or constitute the happening of an event or condition upon which any other party to such a contract or agreement may exercise any right or option which will materially adversely affect the ability of Buyer to perform its obligations hereunder, or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or (iii) violate any judgment, decree, order, statute, rule or regulation applicable to Buyer. (e) No suit, action or rule of other proceeding is pending before any court or governmental authority; (d) Upon receipt agency as of all regulatory authorizations required to be obtained by Buyer pursuant to Section 1.7 of Article I the date of this Agreement, Agreement to which Buyer holds all necessary approvals, authorizations, permits, licenses, consents, is a party and other permissions, whether corporate, regulatory, which might materially hinder or otherwise, required impede the ability of Buyer to perform its obligations under this Agreement; andhereunder. Green Irons shall promptly notify Seller of any such proceeding arising prior to the Closing with respect to which it receives actual notice. (ef) no representation Buyer has not incurred any liability, contingent or warranty of Buyer made in this Agreement otherwise, for brokers' or in any attachment, certificate, or other document or writing delivered to, or finders' fees relating to be delivered to, Seller pursuant to this Agreement or in connection with the transactions contemplated hereby contains or will contain by this Agreement for which Seller shall have any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleadingresponsibility whatsoever.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller, intending for Seller to rely hereon, that the following statements are true, correct and complete as of the execution date of this Agreement hereof, that the following shall be true, correct and complete and as of Closing, and that the date of the following representations and warranties shall survive Closing: (a) Buyer is a corporation limited liability company duly organized, validly existing existing, and in good standing under the laws of the state in which it is organized State of Texas. Buyer has full power to execute, deliver and is in good standingcarry out the terms and provisions of this Agreement and each of the other agreements, instruments and documents herein required to be made or delivered by Buyer, and is has taken, or will take, all necessary action to authorize the execution, delivery and performance of this Agreement and such other agreements, instruments and documents. The individuals executing this Agreement and all other agreements, instruments and documents herein required to be made or delivered by Buyer pursuant hereto on behalf of Buyer are and shall be duly qualified authorized to conduct business, in all of sign the jurisdictions in which it operates;same on Buyer’s behalf and to bind Buyer thereto. (b) Buyer This Agreement has been, and each and all requisite power and authority to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as of the Closingother agreements, instruments and documents herein required to be made or delivered by Buyer pursuant hereto have been, or on the Xxxx of Sale Closing Date will constitutebe, the executed by Buyer and when so executed, are and shall be legal, valid and legally binding obligations of Buyer, are or will be Buyer enforceable against Buyer in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law);. (c) neither Neither the execution and nor delivery of this Agreement by the Buyer, nor the consummation by the Buyer or performance of any of the contemplated transactions contemplated herebyby Buyer in this Agreement, will constitute a violation ofgive any person the right to prevent, delay, or be in conflict with, or constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents otherwise interfere with any of the contemplated transactions pursuant to: (i) any provision of Buyer, each as amended to date’s governing documents; (ii) any agreement resolution adopted by any director or commitment shareholder of Buyer; (iii) any legal requirement or order to which the Buyer may be subject; or (iv) any contract to which Buyer is a party or by which Buyer may be bound. Buyer shall deliver to Seller at Closing a duly executed officer’s certificate in form reasonably acceptable to Seller confirming that all of the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; (d) Upon receipt of all regulatory authorizations required to be obtained by Buyer pursuant to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, foregoing representations and other permissions, whether corporate, regulatory, or otherwise, required to perform its obligations under this Agreement; and (e) no representation or warranty warranties of Buyer made in this Agreement or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or in connection with are true and correct as of the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleadingClosing.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents makes the following representations and warrants warranties to Seller that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closingeach Closing Date: (a) Buyer is a corporation corporation, duly organized and validly existing under the laws of the State of Iowa, which has the power to own its assets and to transact the business in which it is presently engaged. Buyer is duly qualified and in good standing under the laws of the state in which it is organized State of Iowa and is in good standingeach jurisdiction where its ownership of property or the conduct of its business requires such qualification and where the failure to be so qualified would have a material adverse affect on the business and assets of Buyer, and is duly qualified to conduct business, in all of the jurisdictions in which it operates;taken as a whole. (b) Buyer has all the requisite corporate power and authority to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake its obligations hereunder this Agreement and to consummate the transactions contemplated hereby; . The execution, delivery and performance of this Agreement constitutes, and, as and the consummation of the Closingtransactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the Xxxx part of Sale will constituteBuyer are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Buyer and constitutes a legal, the valid and legally binding obligations obligation of Buyer, are or will be enforceable against Buyer in accordance with their respective its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other subject only to bankruptcy and insolvency laws and similar laws affecting creditors’ ' rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law);. (c) neither Neither the execution and delivery of this Agreement by the BuyerAgreement, nor the consummation of the transaction contemplated by this Agreement will conflict with or result in a breach of, or constitute a default under, any instrument or agreement to which Buyer is a party, or by which it is bound, or be in violation of any governmental decree, order or ruling as to which Buyer may be bound. (d) No action, suit, proceeding or governmental investigation or inquiry is currently pending or, to the knowledge of Buyer, threatened against Buyer which, if adversely determined, would have a material adverse effect on the business, combined assets or financial condition of Buyer or on the Mortgage Loans or would prevent the consummation of the transactions contemplated herebyby this Agreement. (e) Buyer does not believe, will constitute a violation ofnor does it have any reason or cause to believe, or be that it cannot perform each and every covenant contained in conflict withthis Agreement. Buyer is solvent, or constitute or create a default under: and the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents purchase of the BuyerMortgage Loans will not cause Buyer to become insolvent. (f) No consent, each as amended to date; any agreement approval, authorization or commitment to which the Buyer is a party or by which the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule order of any court or governmental authority; (d) Upon receipt of all regulatory authorizations agency or body is required to be obtained for the execution, delivery and performance by Buyer pursuant to Section 1.7 of Article I or compliance of Buyer with this Agreement, Buyer holds all necessary approvalsor, authorizationsif required, permitssuch consent, licensesapproval, consents, and other permissions, whether corporate, regulatory, authorization or otherwise, required order has been obtained prior to perform its obligations under this Agreement; andthe applicable Closing Date. (eg) no representation or warranty of Buyer made in this Agreement or in any attachmenthas not, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or in connection with the transactions contemplated hereby contains this transaction, incurred any obligation, made any commitment or will contain taken any untrue statement of material fact action which might result in a claim against or omits an obligation by Seller to pay a sales brokerage commission, finder's fee or will omit similar fee with respect to state any material fact necessary in order to make the representation or warranty not misleadingthis Agreement.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller, intending for Seller to rely hereon, that the following statements are true, correct and complete as of the execution date of this Agreement hereof, that the following shall be true, correct and complete and as of Closing, and that the following representations and warranties shall survive the Closing Date and shall remain in full force and effect until the date of that is fifteen (15) months after the ClosingClosing Date: (a) Buyer is a corporation limited partnership duly organized, validly existing existing, and in good standing under the laws of the state in which it is organized State of Delaware. Buyer has full power to execute, deliver and is in good standingcarry out the terms and provisions of this Agreement and each of the other agreements, instruments and documents herein required to be made or delivered by Buyer, and is has taken, or will take, all necessary action to authorize the execution, delivery and performance of this Agreement and such other agreements, instruments and documents. The individuals executing this Agreement and all other agreements, instruments and documents herein required to be made or delivered by Buyer pursuant hereto on behalf of Buyer are and shall be duly qualified authorized to conduct business, in all of sign the jurisdictions in which it operates;same on Buyer’s behalf and to bind Buyer thereto. (b) Buyer This Agreement has been, and each and all requisite power and authority to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; this Agreement constitutes, and, as of the Closingother agreements, instruments and documents herein required to be made or delivered by Buyer pursuant hereto have been, or on the Xxxx of Sale Closing Date will constitutebe, the executed by Buyer and when so executed, are and shall be legal, valid and legally binding obligations of Buyer, are or will be Buyer enforceable against Buyer in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law);. (c) neither Neither the execution and nor delivery of this Agreement by the Buyer, nor the consummation by the Buyer or performance of any of the contemplated transactions contemplated herebyby Buyer in this Agreement, will constitute a violation ofgive any person the right to prevent, delay, or be in conflict with, or constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents otherwise interfere with any of the contemplated transactions pursuant to: (i) any provision of Buyer, each as amended to date’s governing documents; (ii) any agreement resolution adopted by any director or commitment shareholder of Buyer; (iii) any legal requirement or order to which the Buyer may be subject; or (iv) any contract to which Buyer is a party or by which Buyer may be bound. Buyer shall deliver to Seller at Closing a duly executed officer’s certificate in form reasonably acceptable to Seller confirming that all of the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; (d) Upon receipt of all regulatory authorizations required to be obtained by Buyer pursuant to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, foregoing representations and other permissions, whether corporate, regulatory, or otherwise, required to perform its obligations under this Agreement; and (e) no representation or warranty warranties of Buyer made in this Agreement or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or in connection with are true and correct as of the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleadingClosing.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller, which representations and warranties shall be deemed made by Buyer to Seller that the following statements are true, correct and complete as of the execution date of this Agreement Effective Date and also as of the date of the Closing: (a) Buyer is a corporation validly existing and in good standing under the laws of the state in which it is organized and is in good standing, and is duly qualified to conduct business, in all of the jurisdictions in which it operates; (b) Closing Date that Buyer has all requisite the full right, power and authority to purchase the Property as provided in this Contract and to carry out Buyer’s obligations hereunder, and that all requisite action necessary to authorize Buyer to enter into this Agreement, execute Contract and deliver the Xxxx of Sale, undertake its to carry out Buyer’s obligations hereunder has been taken. Buyer is not listed in Executive Order 13224 – Blocking Property and consummate the transactions contemplated hereby; this Agreement constitutesProhibiting Transactions with Persons who Commit, andThreaten to Commit or Support Terrorism, as amended (“Executive Order 13224”), and Buyer has no present, actual knowledge that any other persons or entities holding any legal or beneficial interest whatsoever in Buyer are included in, owned by, controlled by, knowingly acting for or on behalf of, knowingly providing assistance, support, sponsorship or services of any kind to, or otherwise knowingly associated with any of the Closingpersons or entities referred to or described in Executive Order 13224, or banned or blocked person, entity, nation or transaction pursuant to any law, order, rule or regulation that is enforced or administered by the Xxxx Office of Sale will constituteForeign Assets Control. Notwithstanding anything herein to the contrary, any breach by Buyer of any of the valid foregoing representations or warranties shall constitute a default by Buyer hereunder, and legally binding obligations of BuyerSeller may thereupon, are or at its option, terminate this Contract by giving written notice thereof, in which event the Xxxxxxx Money will be enforceable in accordance with their respective termspaid to Seller as liquidated damages, and neither Buyer nor Seller shall have any further rights or liabilities hereunder, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the execution and delivery of this Agreement by the Buyer, nor the consummation by the Buyer of the transactions contemplated hereby, will constitute a violation of, or be in conflict with, or constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party or by which the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; (d) Upon receipt of all regulatory authorizations required to be obtained by Buyer pursuant to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise, required to perform its obligations under this Agreement; and (e) no representation or warranty of Buyer made in this Agreement or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or in connection with the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleadingotherwise provided herein.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that the following statements are trueSeller, correct and complete as of the execution date of this Agreement hereof and as of the date of the ClosingClosing Date, as follows: (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the state State of Nevada. Buyer has the requisite corporate power and authority to carry on the business in which it is organized engaged, to own its assets, to execute, deliver and is in good standingperform its obligations under this Agreement and the Buyer Documents, and is duly qualified to conduct business, in all of consummate the jurisdictions in which it operates;transaction contemplated hereby. (b) The execution and delivery by Buyer has all requisite power of, and authority to enter into this Agreement, execute and deliver the Xxxx performance by Buyer of Sale, undertake its obligations hereunder and consummate the transactions contemplated hereby; under, this Agreement constitutesand any other agreements, andstatements, as certificates, instruments or other documents to be executed and delivered by Buyer at the Closing pursuant to this Agreement (collectively, the “Buyer Documents”) and the consummation by Buyer of the Closing, the Xxxx of Sale transaction contemplated hereby (i) have been or will constitute, the valid be duly authorized and legally binding obligations approved by all necessary action of Buyer, (ii) do not and will not require any further or additional consent, approval or authorization of Buyer, (iii) do not and will not violate, contravene or conflict with the Certificate of Incorporation or Bylaws of Buyer or any law, regulation, judgment, order or decree to which Buyer or any of its assets are subject, (iv) do not and will not require the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing with, or any notice to, any Person (beyond that which has already been obtained), (v) do not and will be not result in a breach of, or constitute a default under, any contract, instrument, commitment or arrangement to which Buyer is a party, by which Buyer is bound or to which any of Buyer’s assets are subject, and (vi) do not and will not result in the imposition of a Lien on any of Buyer’s assets. (c) This Agreement constitutes and each of the other Buyer Documents will constitute the legal, valid and binding agreement of Buyer enforceable against Buyer in accordance with their respective its terms, except as the such enforceability thereof may be limited by applicable bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally and or by general equitable principles of equity (regardless of whether such enforceability is sought considered in a proceeding at law or in equity or lawequity); (c) neither the execution and delivery of this Agreement by the Buyer, nor the consummation by the Buyer of the transactions contemplated hereby, will constitute a violation of, or be in conflict with, or constitute or create a default under: the Certificate of Incorporation, bylaws, operating agreement or similar organizational documents of the Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party or by which the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority;. (d) Upon receipt To the best of all regulatory authorizations required Buyer’s knowledge, there are no Claims against or affecting Buyer that restrain or prohibit (or seek to be obtained restrain or prohibit) the consummation by Buyer pursuant to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise, required to perform its obligations under this Agreement; and (e) no representation or warranty of Buyer made in this Agreement or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or in connection with the transactions transaction contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleadinghereby.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that makes the following statements are true, correct representations and complete as of the execution date of this Agreement and as of the date of the Closingwarranties to Seller: (a) 7.4.1 Buyer is a corporation duly constituted, validly existing and in good standing under the laws of the state in which it is organized and is in good standing, and is duly qualified to conduct business, in all State of the jurisdictions in which it operates; (b) Delaware. Buyer has all requisite power and authority to enter into carry on its business and to own the property that it now carries on and owns. 7.4.2 The execution, delivery and performance of this AgreementAgreement and all other documents, execute instruments and deliver agreements now or hereafter to be executed and delivered by Buyer pursuant to or in connection with this Agreement (collectively, "Buyer's Documents") are within the Xxxx power of Sale, undertake its obligations hereunder Buyer and consummate the transactions contemplated hereby; this have been duly authorized by all necessary or proper action. This Agreement constitutes, and, as of and at the Closing, the Xxxx of Sale Closing Buyer's Documents will constitute, the legal, valid and legally binding obligations of Buyer, are or will be enforceable against it in accordance with their respective terms, except as to the extent enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws or equitable principles affecting creditors’ ' rights generally in general. The execution, delivery and performance by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the execution and delivery of this Agreement by the Buyer, nor the consummation by the Buyer of the transactions contemplated hereby, Buyer's Documents will constitute a violation of, or be in not (i) conflict with, or constitute result in any breach or create a violation of or default under: the Certificate (or give rise to any right of Incorporationtermination, bylawscancellation or acceleration) under any note, operating bond, indenture, lease, license, permit, agreement or similar organizational documents of the Buyer, each as amended to date; any agreement other instrument or commitment obligation to which the Buyer is a party or by which the Buyer it is or any of its properties is bound or to which the Buyer or any of such properties is subjectmay be bound; or (ii) violate any statute or any law, order, rule, regulation, judgment, order, decree, order, regulation writ or rule injunction applicable to Buyer. No consent or approval by any governmental authority (whether of the United States or of any court or governmental authority; (dother jurisdiction located outside the United States) Upon receipt of all regulatory authorizations is required to be obtained by Buyer pursuant to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, and other permissions, whether corporate, regulatory, or otherwise, required to perform its obligations under this Agreement; and (e) no representation or warranty of Buyer made in this Agreement or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or in connection with the transactions execution, delivery and performance of Buyer's Documents by Buyer which has not been received as of the date of this Agreement. 7.4.3 Buyer has funds available to it sufficient to consummate the transaction contemplated hereby contains or will contain by this Agreement. 7.4.4 Buyer is not aware of any untrue statement of material fact or omits circumstance which could render any of Seller's representations and warranties contained in Section 7.3 or elsewhere in this Agreement materially untrue. 7.4.5 Buyer will omit expeditiously take such actions as are required to state any material fact necessary in order to make consummate the representation or warranty not misleadingTransaction on the Closing Date.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that the following statements are trueBuyer, correct and complete as of the execution date of this Agreement and as of the date of the Closingfollows: (a) Buyer is a corporation validly existing and in good standing under the laws of the state in which it is organized and is in good standing, and is duly qualified to conduct business, in all of the jurisdictions in which it operates; (b) 4.1 Buyer has all the requisite power power, authority and authority capacity to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake to perform its obligations hereunder hereunder, and to consummate the transactions contemplated hereby; Contemplated Transaction. The execution, delivery and performance of this Agreement constitutesby Bxxxx, and, as and the consummation of the ClosingContemplated Transaction, the Xxxx do not and will not (a) conflict with or result in a breach or violation of, or constitute a default under (with or without notice or lapse of Sale time, or both) or (b) give rise to a right of termination, cancellation, modification or acceleration of any liability or loss of any benefit, in either case, under (i) any contract under which Buyer is bound (ii) any provision of Buyer's organizational documents, or (iii) to Bxxxx's knowledge, any law, order, judgment or decree applicable to Buyer. 4.2 This Agreement, upon execution and delivery by Bxxxx, will constitute, constitute the valid and legally binding obligations of Buyer, are or will be enforceable against Buyer in accordance with their respective its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors' rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless remedies. 4.3 Except for any that may have been obtained or made prior to the Closing, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority or other third party is required on the part of whether enforceability is sought Buyer in a proceeding in equity or law); (c) neither the execution and delivery of this Agreement by the Buyer, nor connection with the consummation by the Buyer of the transactions contemplated hereby, will constitute by this Agreement. 4.4 Buyer has access to sufficient cash resources to consummate the Contemplated Transaction. 4.5 Buyer has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares and has the ability to bear the economic risks of its prospective investment in the Shares and can afford a violation of, or be in conflict with, or constitute or create a default under: the Certificate complete loss of Incorporation, bylaws, operating agreement or similar organizational documents its investment. 4.6 Buyer is currently located outside of the Buyer, each as amended to date; any agreement or commitment to which the Buyer is a party or by which the Buyer or any of its properties is bound or to which the Buyer or any of such properties is subject; or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; (d) Upon receipt of all regulatory authorizations required to be obtained by Buyer pursuant to Section 1.7 of Article I of this Agreement, Buyer holds all necessary approvals, authorizations, permits, licenses, consents, United States and other permissions, whether corporate, regulatory, or otherwise, required to perform its obligations under this Agreement; and (e) no representation or warranty of Buyer made in negotiated this Agreement or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or in connection with outside of the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleadingUnited States.

REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller that the following statements are true, correct and complete as of the execution date of this Agreement and as of the date of the Closing: (a) this Agreement that: Existence and Power . Buyer is a corporation limited liability company duly formed, validly existing and in good standing under the laws Laws of the state in which it is organized State of Delaware and is in good standing, and is duly qualified to conduct business, in all of has the jurisdictions in which it operates; (b) Buyer has all requisite limited liability company power and authority to own or lease its assets and to conduct its business in all material respects as it is now being conducted. Buyer is duly licensed or qualified in each jurisdiction in which the ownership or operation of its assets or the character of its activities is such as to require it to be so licensed or qualified, except where the failure to be so licensed or qualified would not reasonably be expected to, individually or in the aggregate, materially interfere with, prevent or materially delay the ability of Buyer to enter into this Agreement, execute and deliver the Xxxx of Sale, undertake perform its obligations hereunder and under the Transaction Documents to which it is a party or consummate the transactions contemplated hereby; this Agreement constitutesthereby. Authorization . The execution, and, as delivery and performance by Buyer of the Closing, Transaction Documents to which it is a party and the Xxxx consummation of Sale will constitute, the valid transactions contemplated thereby are within the limited liability company powers of Buyer and legally binding obligations have been duly authorized by all necessary action on the part of Buyer, are or will be enforceable in accordance with their respective terms, except as . This Agreement has been duly and validly executed and delivered by Buyer and (assuming the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally due and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or law); (c) neither the valid execution and delivery of this Agreement by the Seller) constitutes a legal, valid and binding agreement of Buyer, nor enforceable against Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally and to general principles of equity. Each other Transaction Document shall be duly and validly executed by Buyer at or prior to the Closing and, upon such execution and delivery by Buyer and the due and valid execution and delivery of such Transaction Document by each other party thereto, shall constitute a legal, valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally and to general principles of equity. Governmental Authorization . The execution, delivery and performance by Buyer of the Transaction Documents to which it is a party and the consummation by the Buyer of the transactions contemplated hereby, will constitute a violation thereby require no material action by or in respect of, or be in conflict material filing with, or constitute or create a default under: the Certificate of Incorporationany Governmental Authority, bylaws, operating agreement or similar organizational documents other than (A) compliance with any applicable requirements of the BuyerHSR Act and the Exchange Act and (B) those filings that if not made, each as amended would not, reasonably be expected to, individually or in the aggregate, materially interfere with, prevent or materially delay the ability of Buyer to date; any agreement or commitment enter into and perform its obligations under the Transaction Documents to which the Buyer it is a party or consummate the transactions contemplated thereby. Noncontravention . The execution, delivery and performance by Buyer of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby do not and shall not (a) violate the Organizational Documents of Buyer, (b) assuming compliance with the matters referred to in Section 4.03, violate any Law, (c) require any consent or other action by any Person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration of any material right or obligation or to a loss of any material benefit to which Buyer or any of its properties Affiliates is bound entitled under any provision of any agreement or to which the other instrument binding upon Buyer or any of such properties is subject; its Affiliates or any statute or any judgment, decree, order, regulation or rule of any court or governmental authority; (d) Upon receipt result in the creation or imposition of any material Lien on any asset of Buyer or any of its Affiliates (except, in the case of clauses (b), (c) and (d), as would not reasonably be expected to, individually or in the aggregate, materially interfere with, prevent or materially delay the ability of Buyer to enter into and perform its obligations under the Transaction Documents to which it is a party or consummate the transactions contemplated thereby). Financial Ability . Buyer has and will, at the Closing, have cash available that is sufficient for Buyer to consummate the transactions contemplated by this Agreement, including (a) paying the Purchase Price and the Adjustment Amount, if any and (b) satisfying all regulatory authorizations required to be obtained by of its other obligations under this Agreement and the other Transaction Documents. Buyer pursuant to Section 1.7 of Article I understands and acknowledges that under the terms of this Agreement, Buyer’s obligation to consummate the transactions contemplated by this Agreement is not in any way contingent upon or otherwise subject to Buyer’s consummation of any financing arrangements, Buyer’s obtaining of any financing or the availability, grant, provision or extension of any financing to Buyer. Litigation . There are no Actions pending or, to the knowledge of Buyer, threatened in writing against Buyer, except for such Actions as would not reasonably be expected to, individually or in the aggregate, materially interfere with, prevent or materially delay the ability of Buyer holds all necessary approvals, authorizations, permits, licenses, consents, to enter into and other permissions, whether corporate, regulatory, or otherwise, required to perform its obligations under this Agreement; and (e) no representation the Transaction Documents to which it is a party or warranty of Buyer made in this Agreement or in any attachment, certificate, or other document or writing delivered to, or to be delivered to, Seller pursuant to this Agreement or in connection with consummate the transactions contemplated hereby contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the representation or warranty not misleading.thereby. Solvency