Common use of Seller Closing Deliveries Clause in Contracts

Seller Closing Deliveries. Seller shall deliver the following documents to the Escrow Agent on or before the Closing Date: (a) With respect to the Asset: (i) the Deed duly executed by Seller; (ii) the Assignment of Leases duly executed by Seller; (iii) a xxxx of sale duly executed by Seller in substantially the form of Exhibit F attached hereto, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets); (iv) the Assignment of Contracts duly executed by Seller; (v) the Tenant Notices duly executed by Seller; (vi) notice letters to the vendors under the Assumed Contracts duly executed by Seller; (vii) an affidavit that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G attached hereto; (viii) the Assignment of Licenses, Permits, Warranties and General Intangibles duly executed by Seller; and (ix) to the extent in Seller’s possession, copies of the Space Leases which delivery may be satisfied by delivery of the on-site property management office at the Property. (b) With respect to the transactions contemplated hereunder: (i) all transfer tax returns to the extent required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller; and (ii) a Closing Statement duly executed by Seller.

Seller Closing Deliveries. At or prior to the Closing, Seller shall deliver deliver, or cause to be delivered, to Purchaser the following documents to the Escrow Agent on or before the Closing Date: (a) With respect to the Assetfollowing: (i) stock certificates representing in the Deed duly executed by Selleraggregate all of the issued and outstanding Company Shares and stock certificates representing all of the share capital of the other Acquired Companies; (ii) the Assignment of Leases all documents, duly executed and/or endorsed by Seller, necessary to enable title to the Company Shares to pass into the name of Purchaser, including a stock transfer form providing for the transfer of the Company Shares into the name of Purchaser; (iii) a xxxx of sale duly executed by Seller in substantially the form of Exhibit F attached hereto, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation copy of the Property minutes of a meeting of the Managers of the Seller authorizing the execution by the Seller of this Agreement (but not including items owned or leased by tenants, the Property Managerand any other documents referred to in this Agreement to which it is, or which are leased will be, a party), such a copy of the minutes being certified as true and correct by Seller a Manager or any Excluded Assets)the secretary of that Seller; (iv) a copy (certified as true and correct by the Assignment Seller’s Solicitors) of Contracts duly any power of attorney under which this Agreement, or any document referred to in this Agreement is, or is to be, executed by Selleron behalf of any of the parties (other than the Purchaser); (v) the Tenant Notices duly Resignation Letters, in the agreed form and executed by Selleras deeds, from each of Gxxx Xxxxxx and Dxxxx Xxxxxxxxx resigning all their respective offices as an employee, consultant, director and/or secretary of the Company and the Acquired Companies; (vi) notice letters Copies of all Consents, permits, approvals, registrations and waivers necessary or appropriate at the Closing Date for the consummation by Seller of the sale of the Company Shares to Purchaser and the vendors under the Assumed Contracts duly executed by SellerTransaction; (vii) an affidavit that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G attached hereto;Seller’s Secretary Certificate; and (viii) the Assignment of Licenses, Permits, Warranties and General Intangibles duly executed by Seller; and (ix) to the extent in Seller’s possession, copies of the Space Leases which delivery may be satisfied by delivery of the on-site property management office at the Property. (b) With respect to the transactions contemplated hereunder: (i) all transfer tax returns to the extent required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller; and (ii) a Closing Statement duly executed by Seller.Certificate;

Seller Closing Deliveries. Seller At the Closing and subject thereto, the Company and the Selling Entities shall deliver (or cause to be delivered) to Buyer the following documents to the Escrow Agent on or before the Closing Date: (a) With respect to the Assetfollowing: (i) a copy of the Deed duly Transition Services Agreement executed by Sellerthe Company and Seller and/or one or more of its Subsidiaries; (ii) a copy of the Assignment Estimated Closing Balance Sheet certified in writing as complete and accurate by the Chief Executive Officer and the Chief Financial Officer of Leases duly executed by Sellerthe Company; (iii) a xxxx of sale duly executed by Seller in substantially the form of Exhibit F attached hereto, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation copy of the Property (but not including items owned or leased Estimated Closing Statement certified in writing as complete and accurate by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets)Chief Executive Officer and the Chief Financial Officer of the Company; (iv) all stock certificates representing the Assignment of Contracts Shares, duly endorsed in blank for transfer to, or accompanied by duly executed by Sellerstock transfer powers executed in favor of, the Buyer; (v) a certificate, in form and substance reasonably acceptable to Buyer and meeting the Tenant Notices requirements of Treasury Regulation Section 1.1445-2(b)(2), duly executed by Seller; (vi) notice letters Seller Sub, to the vendors under the Assumed Contracts duly executed by Seller; (vii) an affidavit effect that Seller Sub is not a “foreign person” within the meaning of Section 1445 of the Foreign Investment Code; (vi) a certificate of good standing or similar instrument for each Selling Entity, the Company and each Subsidiary of the Company issued by the Secretary of State or other relevant public office of the jurisdiction of such entity’s incorporation or organization, dated as of a date not more than five Business Days prior to the Closing Date; (vii) a certificate, in Real Property Tax Act form and substance reasonably acceptable to Buyer, duly executed by the secretary of 1980the Company, dated as of the Closing Date, certifying that (A) attached to such certificate is a true and correct copy of (1) the Organizational Documents of the Company and each of its Subsidiaries and (2) resolutions of the board of directors of the Company approving this Agreement, the other Transaction Agreements to which the Company is a party and the transactions contemplated hereby and thereby, and (B) all such Organizational Documents and resolutions are in full force and effect and have not been amended, in substantially the form of Exhibit G attached heretomodified or rescinded; (viii) the Assignment of Licensesa certificate, Permitsin form and substance reasonably acceptable to Buyer, Warranties and General Intangibles duly executed by Sellerthe secretary of Seller Sub, dated as of the Closing Date, certifying that (A) attached to such certificate is a true and correct copy of (1) the Organizational Documents of Seller Sub and (2) resolutions of the board of directors of Seller Sub approving this Agreement, the other Transaction Agreements to which Seller Sub is a party and the transactions contemplated hereby and thereby, and (B) all such Organizational Documents and resolutions are in full force and effect and have not been amended, modified or rescinded; (ix) resignations, in form and substance reasonably satisfactory to Buyer, of each of the directors and officers of the Company and its Subsidiaries, which resignations shall be effective as of the Closing; (A) a copy of the SVB Amendment executed by the Selling Entities, the Company, Silicon Valley Bank and the other parties thereto, duly executed by the parties thereto and (B) a payoff letter, or payoff instructions, provided by Silicon Valley Bank in form and substance reasonably satisfactory to Buyer, evidencing the payoff amount of all amounts owed under the SVB Credit Agreement as of the Closing Date in fulfillment of the conditions to effectiveness set forth in the SVB Amendment (the “Payoff Letter”); (xi) evidence, in form and substance reasonably satisfactory to Buyer, of the termination of the Affiliate Arrangements pursuant to Section 6.6; (xii) all corporate Books and Records that relate solely to the Company or its Subsidiaries or the Business and other property of the Company or any of its Subsidiaries in the possession of Seller or any Affiliate thereof other than the Company and its Subsidiaries; (xiii) a copy of the Sublease executed by each of Seller Sub and the Company; and (ixxiv) to the extent in Seller’s possession, copies a copy of the Space Leases which delivery may be satisfied by delivery of the on-site property management office at the Property. (b) With respect to the transactions contemplated hereunder: (i) all transfer tax returns to the extent required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller; and (ii) a Closing Statement duly Restrictive Covenants Agreement executed by Seller.

Seller Closing Deliveries. Seller Sellers, as applicable, shall deliver the following documents to the Escrow Agent on or before the date which is (i) one (1) Business Day prior to the Closing Date:Date if the Loan Assumption is to occur at the Closing with respect to all Assets, or (ii) two (2) Business Days prior to the Closing Date if the Loan Assumption is not to occur at the Closing with respect to any Asset (i.e., there will be no Loan Assumption at all): (a) With respect to the AssetAssets: (i) a deed in substantially the Deed form of Exhibit E attached hereto duly executed by SellerCrown Ridge Seller for the Crown Ridge Real Property (the “Crown Ridge Deed”); (ii) a deed in substantially the form of Exhibit E attached hereto duly executed by Canyon Springs Seller for the Canyon Springs Real Property (the “Canyon Springs Deed”); (iii) a deed in substantially the form of Exhibit E attached hereto duly executed by Cascades I Seller for the Cascades I Real Property (the “Cascades I Deed”); (iv) a deed in substantially the form of Exhibit E attached hereto duly executed by Cascades II Seller for the Cascades II Real Property (the “Cascades II Deed”); (v) a deed in substantially the form of Exhibit E attached hereto duly executed by Cibolo Canyon Seller for the Cibolo Canyon Real Property (the “Cibolo Canyon Deed”); (vi) the Crown Ridge Assignment of Leases duly executed by Crown Ridge Seller; (iiivii) the Canyon Springs Assignment of Leases duly executed by Canyon Springs Seller; (viii) the Cascades I Assignment of Leases duly executed by Cascades I Seller; (ix) the Cascades II Assignment of Leases duly executed by Cascades II Seller; (x) the Cibolo Canyon Assignment of Leases duly executed by Cibolo Canyon Seller; (xi) a xxxx bxxx of sale duly executed by Crown Ridge Seller in substantially the form of Exhibit F attached hereto, relating to all fixtures, chattels, equipment and articles of Crown Ridge Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets)Property; (ivxii) a bxxx of sale duly executed by Canyon Springs Seller in substantially the form of Exhibit F attached hereto, relating to all Canyon Springs Personal Property; (xiii) a bxxx of sale duly executed by Cascades I Seller in substantially the form of Exhibit F attached hereto, relating to all Cascades I Personal Property; (xiv) a bxxx of sale duly executed by Cascades II Seller in substantially the form of Exhibit F attached hereto, relating to all Cascades II Personal Property; (xv) a bxxx of sale duly executed by Cibolo Canyon Seller in substantially the form of Exhibit F attached hereto, relating to all Cibolo Canyon Personal Property; (xvi) the Crown Ridge Assignment of Contracts duly executed by Crown Ridge Seller; (vxvii) the Canyon Springs Assignment of Contracts duly executed by Canyon Springs Seller; (xviii) the Cascades I Assignment of Contracts duly executed by Cascades I Seller; (xix) the Cascades II Assignment of Contracts duly executed by Cascades II Seller; (xx) the Cibolo Canyon Assignment of Contracts duly executed by Cibolo Canyon Seller; (xxi) the Tenant Notices duly executed by SellerSellers; (vixxii) notice letters to the vendors under the Assumed Contracts duly executed by the applicable Seller; (viixxiii) an affidavit that Crown Ridge Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G attached hereto; (viiixxiv) an affidavit that Canyon Springs Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended; (xxv) an affidavit that Cascades I Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended; (xxvi) an affidavit that Cascades II Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended; (xxvii) an affidavit that Cibolo Canyon Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended; (xxviii) the Crown Ridge Assignment of Licenses, Permits, Warranties and General Intangibles duly executed by Crown Ridge Seller; and; (ixxxix) the Canyon Springs Assignment of Licenses, Permits, Warranties and General Intangibles duly executed by Canyon Springs Seller; (xxx) the Cascades I Assignment of Licenses, Permits, Warranties and General Intangibles duly executed by Cascades I Seller; (xxxi) the Cascades II Assignment of Licenses, Permits, Warranties and General Intangibles duly executed by Cascades II Seller; (xxxii) the Cibolo Canyon Assignment of Licenses, Permits, Warranties and General Intangibles duly executed by Cibolo Canyon Seller; (xxxiii) a Seller Closing Certificate duly executed by Sellers; (xxxiv) to the extent in Seller’s Sellers’ possession, copies of the Space Leases which delivery may be satisfied by delivery of the on-site property management office at the Real Property; (xxxv) a separate seller closing statement for all Assets (or for each Asset, at Sellers’ election), duly executed by each Seller (individually and collectively, the “Seller Closing Statement”); (xxxvi) all documents relating to each applicable Loan Assumption and required by Existing Lender to effectuate each applicable Loan Assumption, which are consistent with the provisions of this Agreement and do not impose any obligation or liability on any Seller that is not expressly contemplated by this Agreement or the applicable Existing Loan Documents, duly executed by the applicable Seller, provided that the delivery in this subsection shall not apply to a particular Loan Assumption if the Lender Consent with respect to the particular Loan Assumption is not received on or prior to the Closing Date or in the event Buyer elects, in its sole discretion, to forgo the particular Loan Assumption by delivery of a Loan Assumption Rejection Notice in accordance with Section 2.3(d)(ii) or by the delivery of the New Financing Notice referenced in Section 2.3(f); (xxxvii) an updated Rent Roll for each Real Property dated no earlier than five (5) Business Days prior to the Closing Date (which each Seller’s Property Manager may provide), which Rent Roll will be used for purposes of preparing the Buyer Closing Statement and the Seller Closing Statement; (xxxviii) a Cascades Assignment and Amendment Agreement for the Contract for Marketing of Services for Cascades I with respect to the Cascades I Asset duly executed by Seller, which Assignment and Amendment Agreement Seller shall deliver to the appropriate party promptly following Closing; (xxxix) a Cascades Assignment and Amendment Agreement for the Contract for Marketing of Services for Cascades II Seniors with respect to the Cascades II Asset duly executed by Seller, which Assignment and Amendment Agreement Seller shall deliver to the appropriate party promptly following Closing; and (xl) a Cascades Assignment and Amendment Agreement for the Contract for Marketing of Services for Cascades II Duplexes with respect to the Cascades II Asset duly executed by Seller, which Assignment and Amendment Agreement Seller shall deliver to the appropriate party promptly following Closing. (b) With respect to the transactions contemplated hereunder: (i) , all transfer tax returns to the extent required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller Sellers and Buyer and duly executed by Seller; and (ii) a Closing Statement duly executed by SellerSellers.

Seller Closing Deliveries. At the Closing, Seller shall deliver (or cause to be delivered) to Purchaser all of the following documents to the Escrow Agent on or before (dated as of the Closing Date:, unless otherwise indicated): (a) With an assignment of membership interests in respect to of the Asset: (i) the Deed Purchased Equity in form and substance reasonably acceptable for transfer, duly executed by Seller, transferring the Purchased Equity to Purchaser free and clear of all Liens; (iib) to the Assignment extent maintained by Seller, the minute books and the equity ledgers of Leases the Company and Omega; (c) a certificate, duly executed by the secretary (or similar officer) of Seller, certifying as to the resolutions of the board of directors (or similar governing body) of Seller authorizing the execution, delivery and performance by Seller of this Agreement and the other Transaction Documents (to the extent party thereto), and the good standing certificate or certificate of existence of Seller, issued by the secretary of state of Seller’s state or province of incorporation or formation as of a recent date certifying Seller’s good standing or existence; (iiid) the written resignations, in form and substance reasonably acceptable to Purchaser, of those managers and officers of the Company appointed by Seller, effective as of the Closing; (e) a xxxx duly executed IRS Form W-8 or W-9 from Seller and, if applicable, evidence of sale Seller’s delivery to the IRS of a Form 8288-B to request reduced withholding; (f) the certificates referenced in Section 8.2(e); (g) the Escrow Agreement, duly executed by Seller in substantially and the form of Exhibit F attached hereto, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets); (iv) the Assignment of Contracts duly executed by Seller; (v) the Tenant Notices duly executed by Seller; (vi) notice letters to the vendors under the Assumed Contracts duly executed by Seller; (vii) an affidavit that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G attached hereto; (viii) the Assignment of Licenses, Permits, Warranties and General Intangibles duly executed by SellerEscrow Agent; and (ixh) to such other documents as Purchaser may reasonably request for the extent in Seller’s possession, copies purpose of facilitating the Space Leases which delivery may be satisfied by delivery of the on-site property management office at the Property. (b) With respect to the transactions contemplated hereunder: (i) all transfer tax returns to the extent required by law and the regulations issued pursuant thereto in connection with the payment of all state performance or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller; and (ii) a Closing Statement duly executed by SellerTransactions.

Seller Closing Deliveries. At the Closing, Seller shall deliver or cause to be delivered to Purchaser, at Seller’s sole cost and expense, the following documents to the Escrow Agent on or before the following, which delivery obligations shall be conditions concurrent with Purchaser’s Closing Date: (a) With respect to the Assetobligations: (i) A Special Warranty Deed (the “Deed”) in the form attached hereto as Exhibit B-1 (and made a part hereof for all purposes as an agreed form only), fully executed and acknowledged by Seller, subject to the Permitted Exceptions. The Property is deed restricted against certain uses competitive with Seller as set forth in the Deed duly executed (the “Deed Restriction”). At Purchaser’s request, the Deed shall be modified to reserve a vendor’s lien in favor of a third party lender from whom Purchaser is obtaining acquisition and/or development financing, if applicable, but assigned over from Seller to such lender without recourse or warranty. The metes and bounds description used in the Deed shall be the description provided with the Existing Survey unless Seller accepts the legal description from an Updated Survey obtained by Seller;Purchaser, which approval by Seller will not be unreasonable withheld, conditioned or delayed, and otherwise the legal description from an Updated Survey shall be quitclaimed or additionally conveyed without warranty or its equivalent to Purchaser. The Deed will contain use restrictions as set forth therein. (ii) A Bill of Sale and Assignment and Assumption Agreement in the Assignment form attached hereto as Exhibit B-2, by which Seller assigns to Purchaser all right, title and interest of Leases duly executed by Seller, if any, in and to the Intangibles and Purchaser accepts the Intangibles and accepts and assumes the Seller Unrecorded Agreements (the “Bill of Sale & Assignment”); (iii) At Seller’s sole cost and expense except as set forth below, a xxxx of sale duly executed by Seller in substantially the Texas standard form of Exhibit F attached heretoOwner’s Policy of Title Insurance as prescribed by the Texas State Board of Insurance (the “Owner’s Policy”), relating to all fixturesdated as of the Closing Date and issued by the Title Company, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached insuring Purchaser’s fee simple title to the Property in the full amount of the Purchase Price pursuant to the most recent Title Commitment issued by the Title Company in favor of Purchaser before Closing. The Owner’s Policy shall be subject to all promulgated form exceptions in the Title Commitment and used solely in connection the Permitted Exceptions; provided, however, that, as to promulgated or pre-printed form exceptions: (A) the standard survey exception (i.e., Item 2 of Schedule B of the standard title commitment form) shall, at Purchaser’s option and expense and if permitted with the operation of Survey or an Updated Survey obtained by Purchaser, be modified to read “shortages in area” only (other specific exceptions may be made based on matters actually shown on the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded AssetsSurvey and Updated Survey); (B) the exception for liens for standby fees and taxes (etc.) shall be completed to refer to the year of Closing in the blank provided for a tax year in that form exception; (C) the exception for restrictive covenants shall be deleted if there are none of record; and (D) Purchaser may obtain, at its sole expense, such other endorsements and deletions from the standard Owner’s Policy as are (1) available under applicable Title Insurance regulations, (2) offered by the Title Company, and (3) paid for by Purchaser and as to which all conditions for issuance have been met by Purchaser at Purchaser’s sole expense by Closing. ​ LAND SALE CONTRACT-341.3 ACRES IN HARRIS COUNTY, TX-XXXXX SPOILS TRACTS (EAST & WEST XXXXX PLACEMENT AREAS LLC & EQUITY RESOURCE PARTNERS-EAST WEST, LLC) ​ (iv) the Assignment of Contracts duly The Certificate as to Non-Foreign Status described in Section 14 hereof, fully executed by Seller;Xxxxxx. (v) Complete and full possession of the Tenant Notices duly executed by Seller; (vi) notice letters to the vendors Real Property, including any and all improvements thereon, free and clear of all tenancies and leaseholds of every kind and all parties in possession except those having rights under the Assumed Contracts duly executed by Seller; (vii) an affidavit that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G attached hereto; (viii) the Assignment of Licenses, Permits, Warranties and General Intangibles duly executed by Seller; and (ix) to the extent in Seller’s possession, copies of the Space Leases which delivery may be satisfied by delivery of the on-site property management office at the PropertyPermitted Exceptions. (b) With respect to the transactions contemplated hereunder: (i) all transfer tax returns to the extent required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller; and (ii) a Closing Statement duly executed by Seller.

Seller Closing Deliveries. Upon the terms and subject to the conditions contained herein, at the Closing, Seller shall deliver to Buyer the following documents to the Escrow Agent on or before the Closing Datefollowing: (a) With respect to an Assignment and Assumption Agreement substantially in the Asset: form attached hereto as Exhibit C (i) the Deed “Assignment and Assumption Agreement”), duly executed by Seller; (iib) a Xxxx of Sale substantially in the Assignment of Leases form attached hereto as Exhibit D, duly executed by Seller; (iiic) a xxxx of sale duly executed by Seller Trademark Assignment substantially in substantially the form of attached hereto as Exhibit F attached heretoE, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets); (iv) the Assignment of Contracts duly executed by Seller; (vd) a Domain Name Assignment substantially in the Tenant Notices form attached hereto as Exhibit F, duly executed by Seller; (vie) notice letters to a Transition Services Agreement substantially in the vendors under form attached hereto as Exhibit G (the Assumed Contracts “Transition Services Agreement”), duly executed by Seller; (viif) a Cash Management Master Services Agreement substantially in the form attached hereto as Exhibit H (the “Cash Management Master Services Agreement”), duly executed by Seller; (g) an affidavit agreement, duly executed by Seller, between, and in a form reasonably acceptable to, Buyer and Seller, pursuant to which Seller will act as trustee of a trust or custodian of a custodial account, in either case established for the benefit of Buyer’s Business customers to hold the funds deposited from time to time in the account(s) established pursuant to the Cash Management Master Services Agreement; (h) a certificate executed by the Assistant Secretary of Seller and dated as of the Closing Date, certifying that attached thereto are (A) a true, complete and correct copy of the articles of association of Seller, as in effect on the Closing Date, certified by an appropriate authority of its jurisdiction of incorporation, (B) a true, complete and correct copy of the by-laws of Seller, as in effect on the Closing Date, (C) true, complete and correct copies of resolutions of the Executive Committee of Seller’s Board of Directors authorizing the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby, which resolutions have not been modified, rescinded or revoked, and (D) specimen signatures of the officers of Seller authorized to sign the Transaction Documents; (i) a certificate, in form and substance reasonably satisfactory to Buyer, prepared in accordance with Treasury Regulations Section 1.1445-2(b)(2)(iv) certifying that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property nonresident alien for U.S. federal income Tax Act of 1980, as amended, in substantially the form of Exhibit G attached heretopurposes; (viiij) the Assignment of Licensesall such other documents, Permits, Warranties certificates and General Intangibles duly executed by Seller; and (ix) instruments as Buyer reasonably requests in order to the extent in Seller’s possession, copies of the Space Leases which delivery may be satisfied by delivery of the on-site property management office at the Property. (b) With respect give effect to the transactions contemplated hereunder: (i) all transfer tax returns hereby or to vest in Buyer good and valid title in and to the extent required by law Acquired Assets, free and the regulations issued pursuant thereto in connection with the payment clear of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller; and (ii) a Closing Statement duly executed by SellerLiens other than Permitted Liens.

Seller Closing Deliveries. Seller shall deliver the following documents to the Escrow Agent on or before the Closing Date: (a) With respect to the AssetAcquired Interests: (i) the Deed Interest Assignment, duly executed by the applicable Seller; (ii) evidence of the Assignment termination of Leases duly executed by Sellereach Existing Management Agreement; (iii) a xxxx evidence of sale duly executed by Seller in substantially the form removal or written resignations of Exhibit F attached heretoeach director or officer (if any) of an Acquired Entity, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located removal or resignation may be effective upon or attached prior to the Property and used solely in connection with the operation of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets)Closing; (iv) a single form letter in the Assignment form of Contracts duly Exhibit E attached hereto, executed by SellerProperty Owner, duplicate copies of which shall be sent by Buyer (on behalf of Property Owner following the name change described in Section 6.3) after Closing to each tenant under the Space Leases, if applicable; (v) if applicable, all original letters of credit in Seller’s or any Acquired Entity’s possession or control which are security deposits under the Tenant Notices duly executed by SellerSpace Leases, which shall remain the property of the Property Owner (location of any of the items referred to in this subsection at the Properties on the Closing Date shall be deemed to constitute delivery to Buyer (which delivery may be accomplished outside of Escrow)); (vi) notice letters subject to the vendors under provisions of Section 6.4(g), the Assumed Contracts duly executed by Seller;documents (if any) evidencing the Loan Assumption Consents; and (vii) an affidavit that Seller is not a “foreign person” within the meaning copy of the Foreign Investment in Real Property Tax Act of 1980rent roll for each Property, as amended, in substantially the form of Exhibit G attached hereto; dated not earlier than ten (viii10) the Assignment of Licenses, Permits, Warranties and General Intangibles duly executed by Seller; and (ix) days prior to the extent in Seller’s possession, copies of the Space Leases which delivery may be satisfied by delivery of the on-site property management office at the PropertyClosing Date. (b) With respect to the transactions contemplated hereunder: (i) all transfer tax returns Transfer Tax Forms duly executed by Seller, as applicable; (ii) the Closing Statement duly executed by Seller; (iii) an affidavit of non-foreign status from each Interest Seller and IC Debt Seller (to the extent required by law and the regulations issued pursuant thereto in connection such IC Debt Seller is not also an Interest Seller) complying with the payment provisions of all state Treasury Regulations Section 1.1445-2(b)(2) of the Code, in each case, in substantially the form of Exhibits F-1, F-2, F-3 and F-4 attached hereto; (iv) a tax opinion from KPMG, or local real property transfer taxes that are payable such other counsel or arise tax advisor reasonably acceptable to Seller and Buyer, dated as of the Closing Date, substantially in the form attached hereto as Exhibit G, to the effect that, subject to the express terms and conditions thereof, commencing with PIRET USA Inc.’s taxable year ending December 31, 2014 through the Closing Date (assuming the taxable year of PIRET USA Inc. ended on the Closing Date), PIRET USA Inc. has been organized and operated in conformity with the requirements for qualification and taxation as a result REIT (without regard to the distribution requirement described in Section 857(a) of the Code for the taxable year of PIRET USA Inc. within which the Closing Date occurs). In rendering such opinion, such counsel or other tax advisor may rely on customary representations contained in an officer’s certificate executed by PIRET USA Inc. or an officer thereof, which officer’s certificate shall be delivered to Buyer for its review and reasonable comment prior to the Closing Date, and which comments Seller will consider in good faith; (v) if Buyer elects to obtain an owner’s title insurance policy for any or all of the Properties (and provides Seller notice of the same at least three (3) Business Days prior to Closing), a title affidavit in the form of Exhibit H attached hereto; (vi) documentation to establish to the Title Company’s reasonable satisfaction the due authorization of Seller’s consummation of the transaction contemplated by this Agreement; (vii) certificates of good standing for BPP Pristine U.S. dated within two (2) days of the Closing Date, from the secretary of state in each jurisdiction in which BPP Pristine U.S. is (or is required to be) licensed to conduct business and a certified copy of the certificate of incorporation of the BPP Pristine U.S. certified by the Secretary of State of the State of Delaware as in effect on the Closing Date; (viii) a schedule for each Property regarding (1) the amount of security deposits under the applicable Space Leases currently held by the Acquired Entities and (2) a delinquency report with regard to the applicable Space Leases; (ix) payoff letters from the applicable lenders or servicers under the loans set forth on Schedule 6.2(b)(ix); (x) to the extent that (1) Seller, after the Effective Date and prior to the Closing Date, pays the outstanding tenant improvement allowances to Warner Bros Entertainment and/or Xxxxx Industries, in each case as set forth on Schedule 3.2(a-2) and (2) Buyer does not actually receive Estoppel Certificates for such tenants, reasonable evidence of such full or partial payment (which may include invoices or receipts) of such tenant improvement allowance; and (xi) such additional documents that Buyer may reasonably request for the purpose of facilitating the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller; and (ii) a Closing Statement duly executed by Sellerhereunder.

Seller Closing Deliveries. At the Closing and subject thereto, Seller shall deliver (or cause to be delivered) to Buyer the following documents to the Escrow Agent on or before the Closing Date: (a) With respect to the Assetfollowing: (i) an executed copy of the Deed duly executed by SellerXxxx of Sale in the form attached hereto as Exhibit F; (ii) an executed copy of the Assignment of Leases duly executed by Sellerand Assumption Agreement in the form attached hereto as Exhibit G (the “Assignment and Assumption Agreement”); (iii) a xxxx of sale duly an executed by Seller in substantially the form of Exhibit F attached hereto, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation copy of the Intellectual Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets)Assignment Agreements; (iv) an executed Assignment and Assumption of Lease with respect to each Transferred Lease in the form attached hereto as Exhibit H (each, an “Assignment and Assumption of Contracts duly executed by SellerLease”); (v) an original of the Tenant Notices duly executed by Sellershare transfer form (ordre de mouvement) recording the transfer of the French Securities to the benefit of Buyer or Buyer Subsidiary (as the case maybe); (vi) notice letters Three (3) originals of each of the Cerfa tax form No 2759 relating to the vendors under the Assumed Contracts French Securities duly executed by SellerSeller and Buyer or Buyer Subsidiary (as the case maybe); (vii) an affidavit that Seller is not a “foreign person” within the meaning written resignations, in form and substance reasonably satisfactory to Buyer, of each of the Foreign Investment in Real Property Tax Act officers and directors of 1980, as amended, in substantially the form of Exhibit G attached heretoFrench Seller Subsidiary; (viii) the Assignment share ledger (registre de mouvement de titres) of Licenses, Permits, Warranties the Seller’s French Subsidiary and General Intangibles duly shareholders accounts (fiches individuelles d’actionnaire); (ix) an executed by Sellercopy of the Escrow Agreement in the form attached hereto as Exhibit I (the “Escrow Agreement”); and (ixx) to A certificate, validly executed by the extent in Secretary of Seller’s possession, copies certifying as the terms and effectiveness of the Space Leases which delivery may be satisfied by delivery Charter Documents, (ii) the valid adoption of the on-site property management office at resolutions of the Property. Board of Directors of Seller (b) With respect to the transactions contemplated hereunder: (i) all transfer tax returns to the extent required by law whereby Seller is or will be a party and the regulations issued pursuant thereto in connection with Transactions were approved by the payment Board of Directors), and (iii) that the Seller Stockholder Approval constitutes the valid adoption and all state requisite approvals under Applicable Laws and the Charter Documents of approval of Seller is or local real property transfer taxes that are payable or arise as a result of will be and the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by SellerTransactions; and (iixi) properly executed statements (“FIRPTA Compliance Certificates”) in a Closing Statement duly executed by Sellerform reasonably acceptable to Buyer for purposes of satisfying Buyer’s obligations under Section 1445 of the Code.

Seller Closing Deliveries. The Seller shall deliver the following documents to the Escrow Agent on or before the Closing Dateat Closing: (a) With with respect to the Asset: (i) a bargain and sale deed without covenants (a “Deed”) in substantially the Deed form of Exhibit E attached hereto duly executed by the Seller; (ii) the Assignment of Leases duly executed by Seller; (iii) a xxxx of sale (a “Xxxx of Sale”) duly executed by the Seller in substantially the form of Exhibit F attached hereto, relating to all fixtures, chattels, equipment and articles of Personal Property personal property owned by the Seller which are currently located upon or attached to the Property and used solely in connection with the operation of the Property (but not including items owned or leased by tenants, any Tenants at the Property Manager, or which are Asset Manager or Property Manager or items leased by Seller or any Excluded AssetsSeller); (iii) an Assignment of Assumed Contracts duly executed by the Seller; (iv) the Assignment of Contracts duly executed by Seller; (v) the Tenant Notices duly executed by Seller; (vi) notice letters to the vendors under the Assumed Contracts duly executed by Seller; (vii) an affidavit that the Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G attached heretohereto duly executed by Seller; (v) a Closing Statement duly executed by Seller; (vi) an Assignment of Leases duly executed by the Seller; (vii) the Title Affidavit duly executed by Seller; (viii) the Assignment of LicensesTenant Direction Letters, Permits, Warranties and General Intangibles duly executed by Seller; and; (ix) a notice letter to each service provider under the Assumed Contracts in the form of Exhibit J attached hereto with respect to the Assumed Contracts duly executed by Seller; (x) Seller shall deliver to Buyer all keys to any portion of the Asset, to the extent in Seller’s possessionpossession or control; (xi) All Tenant files, copies including, without limitation, all correspondence and originals of the Space Leases which delivery may be satisfied Leases, to the extent in Seller’s possession or control; (xii) Any estoppel certificates received by delivery Seller or, any Seller Estoppel if delivered in accordance with Section 5.2(f); (xiii) In accordance with Section 10.6, all security deposits under the Leases; (xiv) A Form 1099-S Statement for Recipient of the onProceeds from Real Estate Transaction duly executed by Seller; (xv) The Master Lease duly executed by Seller. (xvi) The Post-site property management office at the PropertyClosing Escrow Agreement (Seller Work) duly executed by Seller. (xvii) The Post-Closing Escrow Agreement (Buyer Work) duly executed by Seller. (b) With with respect to the transactions contemplated hereunder: (i) such other assignments, instruments of transfer, and other documents as the Buyer may reasonably require in order to complete the transactions contemplated hereunder or to evidence compliance by the Seller with the covenants, agreements, representations and warranties made by it hereunder, in each case, duly executed by the Seller; (ii) a duly executed and sworn officer’s certificate from the Seller certifying that the Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (iii) an executed and acknowledged incumbency certificate from the Seller certifying the authority of the officers of the Seller to execute this Agreement and the other documents delivered by the Seller to the Buyer at the Closing; and (iv) all transfer tax returns to the extent which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and the Seller, reasonably approved by the Buyer and duly executed by Seller; andthe Seller (including, without limitation, a Real Property Transfer Tax Return with respect to the New York City Real Property Transfer Tax, a New York State Real Estate Transfer Tax Return and Credit Line Mortgage Certificate with respect to the New York State Real Estate Transfer Tax, a New York State Real Property Transfer Report Form RP-5217 NYC and a Department of Housing Preservation and Development Affidavit in Lieu of Registration Statement). (iic) a In the event any Asset Related Property is not assignable, the Seller shall use commercially reasonable efforts after Closing Statement duly executed to provide the Buyer, at no cost to the Seller, with the economic benefits of such property by Sellerenforcing such property (solely at the Buyer’s direction) for the benefit of the Buyer. The provisions of this Section 6.2(c) shall survive the Closing hereunder.

Seller Closing Deliveries. Seller shall deliver the following documents At or prior to the Escrow Agent on or before the Closing Date: (a) With respect to the AssetClosing: (i) Seller shall deliver evidence to Purchaser, in a form reasonably acceptable to Purchaser, that the Deed duly executed by SellerPurchased Assets (and the Excluded Real Property) have been released from all Liens other than Permitted Liens and Seller shall have taken all steps necessary to terminate or release the Purchased Assets from all mortgages, deeds of trust, UCC financing statements and other evidence of security interests therein which have been filed with respect to such released Liens; (ii) Seller shall deliver to Purchaser a certificate, dated as of the Assignment of Leases Closing Date, duly executed by the Secretary, Assistant Secretary or any other executive officer of Seller certifying, among other things, that attached or appended to such certificate: (A) is a true and correct copy of Seller’s organizational documents, and all amendments thereto; and (B) is a true copy of all corporate actions taken by it, including resolutions of its board of directors authorizing the consummation of the Acquisition and the execution, delivery and performance of this Agreement and each of the Transaction Documents to be delivered by Seller pursuant hereto; (iii) Seller shall deliver to Purchaser a xxxx certificate of sale duly executed by good standing from the appropriate state agency, dated as of a date not more than 15 days prior to Closing Date, certifying that Seller is in substantially the form good standing in its state of Exhibit F attached hereto, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets)incorporation; (iv) the Assignment Seller shall deliver to Purchaser copies of Contracts each Transaction Document to which it, or any of its Affiliates, is a party, duly executed by SellerSeller or the applicable Affiliate; (v) Seller shall deliver to Purchaser all material records and documentation of Seller relating to the Tenant Notices duly executed by SellerPurchased Assets (or copies thereof to the extent such records do not relate exclusively to the Business); (vi) notice letters Seller shall deliver to Purchaser possession of the vendors under the Assumed Contracts duly executed by SellerPurchased Assets; (vii) an Seller shall deliver, with respect to each parcel of Acquired Real Property, a duly executed and acknowledged general warranty deed (or local legal equivalent), in each case in proper recordable form and sufficient to vest in Purchaser good and marketable title to each such parcel of Acquired Real Property, in each case free and clear of all Liens other than Permitted Liens, together with such affidavits, tax forms, and other documents as may be required by applicable Law or local custom or practice to allow for recordation; (viii) Seller shall deliver to Purchaser a non-foreign affidavit dated as of the Closing Date, in form and substance required under Treasury Regulations issued pursuant to Code §1445, stating that Seller is not a “foreign person” within the meaning of the Foreign Investment as defined in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G attached heretoCode §1445; (viiiix) Seller shall deliver to Purchaser the Assignment of Licenses, Permits, Warranties and General Intangibles duly executed certificate required by SellerSection 6.2(c); and (ixx) Seller shall deliver to Purchaser such other documents and instruments as may be reasonably requested by Purchaser to consummate the extent in Seller’s possession, copies Acquisition and to carry out the obligations of the Space Leases which delivery may be satisfied by delivery of the on-site property management office at the PropertyParties hereunder. (b) With respect to the transactions contemplated hereunder: (i) all transfer tax returns to the extent required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller; and (ii) a Closing Statement duly executed by Seller.

Seller Closing Deliveries. Seller shall deliver the following documents to Buyer, at or prior to the Escrow Agent on or before Closing, each of the Closing Datefollowing: (a) With respect to an escrow agreement, dated the Asset: Closing Date and in the form attached hereto as Exhibit A (i) the Deed duly “Escrow Agreement”), executed by Seller; (iib) an assignment and assumption agreement, dated the Closing Date and in the form attached hereto as Exhibit B (the “Assignment Agreement”), solely to the extent applicable, as necessary to effect the assignment to Buyer of Leases all rights of Seller and its Subsidiaries in and to the Purchased Assets, duly executed by Seller and each Subsidiary of Seller which holds or owns any of the Purchased Assets; (c) [Reserved]; (d) a bxxx of sale, dated the Closing Date and in the form attached hereto as Exhibit D (the “Bxxx of Sale”), respectively executed by Seller and each Subsidiary of Seller which holds or owns any of the Purchased Assets; (e) a patent assignment agreement dated the Closing Date and in the form attached as Exhibit E (the “Patent Assignment”), executed by Seller; (iiif) a xxxx of sale duly executed by Seller trademark assignment agreement dated the Closing Date and in substantially the form of attached as Exhibit F attached hereto(the “Trademark Assignment”), relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets); (iv) the Assignment of Contracts duly executed by Seller; (vg) a software and copyright assignment agreement dated the Tenant Notices duly Closing Date and in the form attached as Exhibit G (the “Software Assignment”), executed by Seller; (vih) notice letters to a license agreement, dated the vendors under Closing Date and in the Assumed Contracts duly form attached as Exhibit H (the “License Agreement”), executed by Seller; (viii) an affidavit appropriate documentation terminating the existing license agreement entered into by and between Buyer and Seller, dated the Closing Date and in the form attached as Exhibit I (the “Prior License Termination”), executed by Seller; (j) a certificate from the Secretary of State of the State of Delaware, and each other State or other jurisdiction in which Seller is qualified to do business as a foreign corporation dated within three days prior to the Closing Date certifying that Seller is not a “foreign person” within in good standing and that all applicable Taxes and fees of Seller through and including the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G attached heretoClosing Date have been paid; (viiik) evidence reasonably satisfactory to Buyer of the Assignment novation or consent to assignment of Licensesany Person whose novation or consent to assignment, Permitsas the case may be, Warranties may be required in connection with the transactions contemplated by this Agreement or the other Transaction Documents under the Assumed Contracts listed or described on Schedule 3.2(k), in the manner described on such Schedule with respect to each such Assumed Contract; (l) [Reserved]; (m) a certificate executed on behalf of Seller by its Chief Executive Officer and General Intangibles duly executed by Sellerdated the Closing Date (the “Seller Closing Certificate”) confirming that the conditions set forth in Sections 7.3(a), (c), (d) and (e) have been satisfied in all respects; and (ixn) to the extent in Seller’s possession, copies of the Space Leases which delivery such other documents as Buyer may be satisfied by delivery of the on-site property management office at the Property. (b) With respect to the transactions contemplated hereunder: (i) all transfer tax returns to the extent required by law and the regulations issued pursuant thereto reasonably request from Seller in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller; and (ii) a Closing Statement duly executed by Seller.

Seller Closing Deliveries. At the Closing, the Seller shall deliver the following documents to the Escrow Agent on or before Purchaser the Closing Datefollowing: (a) With respect the certificate executed by an executive officer of the Seller as set forth in subsections 8.1(a) and 8.1(b); (b) executed bills of sale, instruments of assignment, certificates of title and other conveyance documents, dated as of the Closing Date, transferring to the Asset:Purchaser all of the Seller’s right, title and interest in and to the Purchased Assets, together with possession of the Purchased Assets; (ic) documents evidencing the assignment of the Assigned Contracts; (d) the Deed duly Books and Records; (e) the Escrow Agreement, executed by the Seller; (iif) certificate of compliance for the Assignment of Leases duly executed Seller issued by SellerIndustry Canada; (iiig) a xxxx signed original of sale duly executed the letter prepared by Seller in substantially the form Purchaser informing the Location Providers of Exhibit F attached hereto, relating to all fixtures, chattels, equipment and articles the assignment of Personal Property owned by Seller which are currently located upon or attached the Purchased Contracts to the Property Purchaser, that the Purchaser may reproduce and used solely in connection with deliver to the operation of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets)Location Providers; (ivh) a file for each Purchased Contract which includes (i) an original (if available, but otherwise a copy) of the Assignment of Contracts duly executed by Seller; Purchased Contract and any amendments thereto, (vii) the Tenant Notices duly executed by Seller; (vi) notice letters all terminal passwords, serial numbers, key codes, EPROM codes and other information required in order to gain access to the vendors under Purchased Contract ATM at that Location, and (iii) all documents and correspondence relevant to the Assumed Contracts duly executed by Seller; (vii) an affidavit that Seller is not a “foreign person” within the meaning administration of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G attached heretoPurchased Contracts; (viii) the Assignment of Licenses, Permits, Warranties and General Intangibles duly executed by Seller; and (ix) to the extent in Seller’s possession, copies of the Space Leases which delivery may be satisfied by delivery of the on-site property management office at the Property. (b) With respect to the transactions contemplated hereunder: (i) all transfer tax returns files and documentation with respect to the extent required by law and Intellectual Property included in the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by SellerPurchased Assets; and (j) all other documents required to be entered into by the Seller pursuant hereto or reasonably requested by the Purchaser to convey the Purchased Assets to the Purchaser or to otherwise consummate the transactions contemplated thereby. Furthermore, prior to Closing the Seller shall have, or shall have caused its agents (including eFunds) to, effective as of the Change Over Time and as, if and when directed by the Purchaser, (i) transfer the transaction processing for the Purchased Contract ATMs to the Purchaser’s Switch, (ii) a Closing Statement duly executed by notify the Seller’s Switches of the assignment of the Purchased Contracts to the Purchaser and instruct the Seller’s Switches to begin depositing the Seller’s share of the Surcharge and Interchange Fees into the Purchaser’s bank account, and (iii) withdraw the Purchased Contract ATMs from the agreements under which helpdesk, maintenance and repair services are provided to the Purchased Contract ATMs.

Seller Closing Deliveries. Seller shall deliver the following documents to the Escrow Agent on or before the Closing Dateat Closing: (a) With with respect to the Asset: (i) an Oregon Statutory Special Warranty Deed (a “Deed”) in substantially the Deed form of Exhibit G attached hereto duly executed by Seller; (ii) the an Assignment of Leases duly executed by Seller;, (iii) a xxxx of sale (a “Xxxx of Sale”) duly executed by Seller in substantially the form of Exhibit F H attached hereto, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation of the Property (but not including items owned or leased by tenants, the Property Manager, Manager or the Service Provider or which are leased by Seller or any Excluded AssetsSeller); (iv) the an Assignment of Contracts duly executed by Seller; (v) the Tenant Notices duly executed by Seller; (vi) notice letters to the vendors under the Assumed Contracts duly executed by Seller; (vii) an affidavit that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G I attached hereto;; 010396-1155-11787-13934730 (vii) the Tenant Estoppels from (i) each of the Major Tenants, (ii) three (3) Junior Anchor Tenants and (iii) tenants representing or leasing at least seventy percent (75%) of the Tenant Occupied Square Footage of the Property as of the Closing Date (the “Required Tenant Estoppels”) substantially in the form attached hereto as Exhibit A-1 or in a form which otherwise certifies as to those matters which are specifically required to be certified by such tenant pursuant to the provisions of such tenant’s Space Lease, without (a) any assertion by such tenant under such Space Lease of (1) a default by landlord, (2) tenant set‑off right not otherwise credited to Buyer under this Agreement or (3) a material claim by a tenant that if left uncured would permit the tenant under the terms of the applicable Space Lease the right to offset rents or terminate such Space Lease (individually and collectively referred to herein as a “Lease Adverse Condition”) with respect to such tenant's Space Lease, which Lease Adverse Condition was not disclosed in the Asset File or this Agreement prior to the date of such executed Tenant Estoppel, or (b) amendments or modifications to the Space Lease or terms of the Space Lease which are inconsistent, in any material respect, as reasonably determined by Buyer, with those disclosed in the Asset File or this Agreement (an “Acceptable Form”); provided that Buyer’s closing condition as set forth in this subparagraph shall be deemed satisfied and irrevocably waived by Buyer if the Required Tenant Estoppels have been delivered to Buyer at any time after the Effective Date and Buyer does not object in a written notice to Seller specifying Buyer’s objections to the form of the Required Tenant Estoppel within three (3) Business Days after receipt thereof. Any Tenant Estoppel disapproved by Buyer pursuant to the immediately preceding sentence shall be excluded from the calculations determining whether Seller has delivered the Required Tenant Estoppels as required by this paragraph. Notwithstanding anything to the contrary, if Seller is able to obtain Tenant Estoppels from each of the Major Tenants, and the required number of Junior Anchor Tenants but is unable to obtain Tenant Estoppels from tenants representing at least 75% of the Tenant Occupied Square Footage of the Property as of the Closing Date, Seller may (but shall not be obligated to) deliver certificates executed by Seller in the form attached as Exhibit A-3 hereto (the “Seller Estoppels”), which shall be dated as of the Closing Date to satisfy such condition; provided, however, Seller shall not be permitted to deliver Seller Estoppels with respect to any Major Tenant or Junior Anchor Tenant, and Seller may only deliver a Seller Estoppels for other tenants representing no more than ten percent (10%) of the Tenant Occupied Square Footage of the Property as of the Closing Date. In addition, Seller shall be released from any liability with respect to any Seller Estoppel upon the delivery to Buyer of an executed Tenant Estoppel in Acceptable Form from such tenant for which Seller has delivered such Seller Estoppel. Other than as set forth in this Section 6.2(a)(vii), the receipt of any Tenant Estoppel or any matter raised in any Tenant Estoppel shall not be a condition to Buyer’s obligation to close and shall not constitute grounds to refuse to close. In the event Seller is unable to obtain the Required Tenant Estoppels by Closing, then Buyer may elect to (i) terminate the Agreement, direct the Escrow Agent to immediately deliver the Xxxxxxx Money to Buyer and retain the Xxxxxxx Money, at which time this Agreement shall be terminated and of no further force and effect except for the provisions which explicitly survive such termination, or (ii) waive such condition and proceed to the Closing; 010396-1155-11787-13934730 (viii) the an Assignment of Licensesthe XXXXX and the North Blocks REA, Permits, Warranties and General Intangibles duly executed by Seller; and; (ix) to a termination of the extent in Seller’s possession, Existing Management Agreement; (x) copies of the Space Leases referred to in the Assignment of Leases, and only to the extent any Other Lease Documentation is in Seller’s possession or its property manager’s possession on the Closing Date, the Other Lease Documentation, which delivery may be satisfied by delivery of to the on-site property management office at the Property; and (xi) a closing statement prepared and approved by Seller and Buyer, consistent with the terms of this Agreement. (b) With with respect to the transactions contemplated hereunder: (i) a duly executed and sworn officer’s certificate from Seller certifying that Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (ii) an executed and acknowledged incumbency certificate from Seller certifying the authority of the officers of Seller to execute this Agreement and the other documents delivered by Seller to Buyer at the Closing; and (iii) all transfer tax returns to the extent which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller; and. (iic) In the event any Asset Related Property is not assignable (such as a letter of credit that is not transferable), Seller shall use commercially reasonable efforts after Closing Statement duly executed to provide Buyer, at no cost to Seller (other than a de minimis cost), with the economic benefits of such property by Seller.enforcing such property (solely at Buyer’s direction) for the benefit and at the expense of Buyer. The provisions of this Section 6.2(c) shall survive the Closing hereunder. 010396-1155-11787-13934730

Seller Closing Deliveries. Seller At Closing, Sellers shall deliver to Purchaser all of the following agreements, documents and instruments in a form reasonably satisfactory to the Escrow Agent on or before the Closing DatePurchaser: (a) With respect a xxxx of sale for all of the Transferred Assets, duly executed by Sellers in form attached hereto as Exhibit B and possession and control of all of the Transferred Assets; (b) an assignment of all Assumed Liabilities and Purchaser’s assumption thereof in form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”) duly executed by Sellers; (c) a waiver and mutual release agreement, duly executed by the Company (the “Waiver and Release”) in form attached hereto as Exhibit D; (d) evidence that all Liens on the Transferred Assets have been released and that all consents and notices required in the reasonable opinion of Purchaser to be obtained or given in connection with the consummation of the Transactions have been obtained or given; (e) possession of the Records; (f) evidence of acceptance of termination of the Terminated Agreements required pursuant to Section 5.6, in form attached hereto as Exhibit E duly executed by the Company; (g) a Secretary’s Certificate of each Seller attesting to the Asset:articles, bylaws, or similar instrument and good standing of such Seller, incumbency of its officers, authorization of the execution of this Agreement and the Transactions, duly executed by the Secretary or Assistant Secretary of such Seller; (h) evidence that all Liabilities, excluding the IEL Loan, of any Affiliate in the HIFU Business have been paid in full; (i) the Deed IEL Assumption Agreement duly executed by SellerImaging Equipment Limited and Misonix Ltd.; (iij) the Assignment an assignment of Leases all Intellectual Property rights described in Section 2.1(a), including an assignment of Intellectual Property (“Intellectual Property Assignment”), duly executed by Seller; (iii) a xxxx of sale duly executed by Seller the Company in substantially the form of attached hereto as Exhibit F attached hereto, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets); (iv) the Assignment of Contracts duly executed by Seller; (v) the Tenant Notices duly executed by Seller; (vi) notice letters to the vendors under the Assumed Contracts duly executed by Seller; (vii) an affidavit that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G attached hereto; (viii) the Assignment of Licenses, Permits, Warranties and General Intangibles duly executed by SellerF; and (ixk) to the extent in Seller’s possession, copies a copy of the Space Leases which delivery may notifications to be satisfied filed by all applicable Sellers with any applicable governmental agencies within the European Union that Sellers are withdrawing their rights to and in the CE Xxxx and transferring same to Purchaser or its designated Affiliate permitting use of (i) Sonablate® 500 machines; and (ii) Sonatherm 600i machines, in the form attached as Exhibit G. Each Seller acknowledges that the contemporaneous delivery of the on-site property management office at the Property. agreements, documents and instruments referred to in (ba) With respect — (k) above by such Seller is a material condition to the transactions contemplated hereunder: (i) all transfer tax returns to the extent required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by Purchaser’s entry into this Agreement, in and that, without each casesuch agreement, as prepared by Seller document and Buyer and duly executed by Seller; and (ii) a Closing Statement duly executed by Sellerinstrument, Purchaser would not have entered into this Agreement.

Seller Closing Deliveries. Seller The Sellers shall deliver the following documents to the Escrow Agent on in accordance with Section 2.3 at Closing, or before the Closing Datesuch other date as specified below: (a) With respect to the Asset: (i) the Deed Homart Assignment, duly executed by Homart Seller; (iib) the Assignment of Leases REIT Assignment, duly executed by REIT Seller; (iiic) a xxxx of sale the New JV Agreement, duly executed by BRE Boomerang REIT; (d) the Registration Rights Agreement, duly executed by the applicable Seller or its designee; (e) the Transaction Action Documents to which it is a party, duly executed by the applicable Seller or its applicable affiliate; (f) an affidavit, in substantially the form of Exhibit F E attached hereto, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation from each of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets); (iv) the Assignment of Contracts duly executed by Seller; (v) the Tenant Notices duly executed by Seller; (vi) notice letters to the vendors under the Assumed Contracts duly executed by Seller; (vii) an affidavit Sellers that Seller each such person is not a “foreign person” within the meaning of Section 1445(f) of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G attached heretoCode; (viiig) the Assignment of Licenses, Permits, Warranties and General Intangibles A certificate duly executed by Seller; andthe Sellers certifying that all representations and warranties (as may have been updated from time to time pursuant to this Agreement) made by Sellers in this Agreement are true and correct in all material respects as of the Closing Date; (ixh) to the extent in Seller’s possession, copies of the Space Leases which delivery may be satisfied by delivery of the on-site property management office at the Property.Closing Statement; (bi) With respect a duly executed and sworn officer’s certificate from the Sellers certifying that the Sellers have taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereunder:hereby and that such authorization has not been revoked, modified or amended; (ij) an executed and acknowledged incumbency certificate from the Sellers certifying the authority of the officers of the Sellers to execute this Agreement and the other documents delivered by the Sellers to the Buyer at the Closing; (k) all transfer tax returns to the extent which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller the Sellers and the Buyer and duly executed by Sellerthe Sellers; (l) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP shall have issued an opinion to the REIT Buyer dated as of the Closing Date, substantially similar to the form of opinion shown in Schedule 6.2(l), together with copies of any supporting representation letters delivered in connection with such opinion; and (iim) a Closing Statement such other assignments, instruments of transfer, and other documents as the Buyer may reasonably require in order to complete the transactions contemplated hereunder, in each case, duly executed by the Sellers (to the extent Seller’s signature is required by law).

Seller Closing Deliveries. Seller shall deliver the following documents At or prior to the Escrow Agent on Closing, the Selling Parties shall deliver, or before the Closing Datecause to be delivered, to Buyer: (a) With respect to the Asset: bill of sale and assignment and assumption agreement in the form attached hereto as Exhibit C (i) the Deed “Bill of Sale”), duly executed by Seller; (iib) endorsed certificates of title with respect to any vehicles included in the Assignment Purchased Assets; (c) a certificate from the Secretary or comparable official of Leases Seller, dated as of the Closing Date, attesting to the resolutions of such entity authorizing the execution, delivery and performance of the Transaction Agreements to be executed, performed and delivered by Seller, and to the incumbency of the Person(s) executing any Transaction Agreement on behalf of such entity; (d) copies of the Organizational Documents of Seller, each as in effect on the Closing Date and certified by the appropriate Governmental Authority or, with respect to any Organizational Documents that are not publicly filed, the Secretary or comparable official of Seller; (e) a good standing certificate as to Seller from the Secretary of State (or its equivalent) in its jurisdiction of organization and each state where Seller is qualified to do business as a foreign entity, in each case dated not earlier than the tenth Business Day prior to the Closing; (f) evidence reasonably satisfactory to Buyer and its counsel that all mortgages, security interests, collateral assignments and other Liens (other than Permitted Liens) on the Purchased Assets have been released, discharged and terminated in full, and the relevant assets or other assigned collateral have been returned to the relevant party; (g) a counterpart of the Escrow Agreement, duly executed by Seller; (iiih) a xxxx of sale duly executed by Seller the transition services agreement in substantially the form of attached hereto as Exhibit F attached heretoD (the “Transition Services Agreement”), relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets); (iv) the Assignment of Contracts duly executed by Seller; (vi) an offer letter for employment with Bxxxx signed by the Tenant Notices duly executed by SellerKey Employee; (vij) notice letters to a restrictive covenant agreement signed by the vendors under Key Employee (the Assumed Contracts duly executed by Seller“Restrictive Covenant Agreement”); (viik) an affidavit all approvals, consents and waivers that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G attached heretoare listed on Schedule 2.5(k); (viiil) a limited warranty deed transferring all of Seller’s right, title and interest in and to the Assignment Owned Real Property to Buyer; (m) originals, or copies certified by Seller as being complete, of Licensesall applicable bills, Permitsinvoices, Warranties fuel readings and General Intangibles duly executed by Sellerother items to be prorated between Seller and Buyer as of the Closing Date; (n) an original Owner’s affidavit and such other documents and state specific documents acceptable to and in a form reasonably acceptable to the Title Company for issuance of a title policy to Buyer for the Owned Real Property; (o) all keys, key cards, and access codes to any portion of the Real Property; and (ixp) all other documents, certificates, agreements or instruments required to the extent in Seller’s possession, copies of the Space Leases which delivery may be satisfied by delivery of the on-site property management office delivered to Buyer at the Property. (b) With respect to the transactions contemplated hereunder: (i) all transfer tax returns to the extent required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared Closing by Seller and Buyer and pursuant to any other provision hereof, duly executed by Seller; and (ii) a Closing Statement duly executed by Sellerthe relevant Person(s).

Seller Closing Deliveries. Seller shall deliver the following documents at Closing to the Buyer (or deposit such documents with Escrow Agent on or before the Closing Date:to be held in escrow and delivered to Buyer at Closing): (a) With respect to a special warranty deed (the Asset: (i“Deed”) in substantially the Deed form of Exhibit B attached hereto, duly executed by Seller; (ii) the Assignment of Leases duly executed by Seller; (iiib) a xxxx of sale (a “Xxxx of Sale”) duly executed by Seller in substantially the form of Exhibit F C attached hereto, relating transferring the FF&E, supplies, Inventories, and Accounts Receivable to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets)Buyer; (ivc) the Assignment of Contracts and Leases duly executed by Seller, together with copies, and if available, originals of all contracts and agreements assigned thereby; (d) the Assignment of Intangibles, duly executed by Seller; (ve) a termination of the Tenant Notices Management Agreement, duly executed by Seller; (vif) notice letters all keys and keycards in Seller’s possession, security and access codes to the vendors under the Assumed Contracts duly executed by SellerHotel; (viig) an affidavit that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G E attached hereto; (viiih) the Assignment of Licenses, Permits, Warranties and General Intangibles duly executed by Seller; and (ix) title to the extent in Seller’s possession, copies of the Space Leases which delivery may be satisfied vehicles owned by delivery of the on-site property management office Seller and used at the Property. (b) With respect to the transactions contemplated hereunder:Hotel, if any; (i) such other documents and instruments as may be reasonably requested by Title Company in order to consummate the transactions described in this Agreement; (j) all transfer tax returns to the extent which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller, as applicable; (k) a closing statement for the Assets prepared and approved by Seller and Buyer, consistent with the terms of this Agreement; and (iil) a Closing Statement duly executed by SellerVirginia R-5 Non-Resident Real Property Owner Registration Form, if required.

Seller Closing Deliveries. At the Closing, Seller shall deliver deliver, or cause to be delivered, to Purchaser the following documents to the Escrow Agent on or before the Closing Datefollowing: (a) With respect executed bills of sale, instruments of assignment, certificates of title documents, deeds and other conveyance documents reasonably requested by and in form and substance reasonably satisfactory to Purchaser, dated as of the Closing Date, transferring to Purchaser all of Seller’s right, title and interest in and to the Asset: (i) Assets, together with possession of the Deed duly Assets, including a xxxx of sale and assignment substantially in the form of Exhibit A attached hereto and an assignment of patents substantially in the form of Exhibit B attached hereto, executed by Seller; (iib) documents evidencing the Assignment assignment of Leases duly the Assumed Liabilities, executed by Seller, including an assignment and assumption agreement substantially in the form of Exhibit C attached hereto, executed by Seller; (iiic) a xxxx of sale duly Consulting Agreement in form reasonably acceptable to Xxxx Xxxxxxx and Purchaser executed by Seller in substantially Xxxx Xxxxxxx (the form of Exhibit F attached hereto, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets“Xxxxxxx Agreement”); (ivd) the Assignment a certificate of Contracts duly non-foreign status that complies with Treasury Regulation Section 1.4445-2(c)(3), executed by Seller; (ve) a certificate, dated as of the Tenant Notices Closing Date, signed by Seller (i) attaching copies of the articles of incorporation and bylaws, and any amendments thereto, of Seller, (ii) certifying that attached thereto are true, correct and complete copies of action by written consent or resolutions duly executed adopted by Seller; Seller which authorize and approve the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, (viiii) notice letters certifying the good standing of Seller in its jurisdiction of incorporation and in each other jurisdiction in which it is qualified to do business, as of a date not more than 15 days prior to the vendors under Closing, and that that there are no proceedings for the Assumed Contracts duly executed by dissolution or liquidation of Seller; , and (viiiv) an affidavit that Seller is not a “foreign person” within certifying the meaning incumbency, signature and authority of the Foreign Investment in Real Property Tax Act officers of 1980Seller authorized to execute, as amendeddeliver and perform this Agreement and all other documents, in substantially the form of Exhibit G attached hereto; (viii) the Assignment of Licenses, Permits, Warranties and General Intangibles duly instruments or agreements related thereto executed or to be executed by Seller; and (ixf) to the extent Closing Date Liabilities Statement in Seller’s possession, copies of the Space Leases which delivery may be satisfied by delivery of the on-site property management office at the Propertyaccordance with Section 2.4. (b) With respect to the transactions contemplated hereunder: (i) all transfer tax returns to the extent required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller; and (ii) a Closing Statement duly executed by Seller.

Seller Closing Deliveries. Seller shall deliver the following documents Subject to the Escrow Agent on or before terms and conditions of this Agreement, at and in connection with the Closing Date: (a) With respect to the AssetClosing: (i) WBS LLC shall assign and transfer to Purchaser Europe all of its right, title and interest in and to its Purchased Equity Interests in WBS Europe by delivering to Purchaser Europe the Deed certificate representing such Purchased Equity Interests, duly endorsed in blank or accompanied by a duly executed by Sellerstock power endorsed in blank; (ii) the Assignment Sellers shall each assign and transfer to the Purchaser all of Leases their respective right, title and interest in and to their respective Purchased Equity Interests in WBS LLC and TEK Channel, by delivering to the Purchaser such instruments of transfer as are satisfactory to the Purchaser, duly executed by the applicable Seller; (iii) the Sellers shall each deliver to the Purchaser and Purchaser Europe a xxxx Consent of sale Spouse, each in the form attached hereto as Exhibit B (each, a “Consent of Spouse”), duly executed by Seller in substantially the form spouse of Exhibit F attached hereto, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets)such Seller; (iv) the Assignment Sellers shall deliver to the Purchaser and Purchaser Europe a written resignation of Contracts duly executed by Sellereach director (or person performing a similar function) of each of the Companies, in each case effective as of the Closing; (v) the Tenant Notices Sellers shall deliver to the Purchaser and Purchaser Europe a termination and release agreement, in form satisfactory to the Purchaser (the “One Step Release Agreement”), duly executed by SellerOne Step, Xxxxxxx Xxxxxx and Xxxxxxxxxxx Xxxxx; (vi) notice letters the Sellers shall deliver to the vendors under Purchaser and Purchaser Europe a receipt and release agreement concerning the Assumed Contracts duly executed by SellerSVB Debt, in form satisfactory to the Purchaser, along with evidence satisfactory to the Purchaser of the release of any Encumbrances on any of the Companies, any of their respective assets, or any of the Purchased Equity Interests relating to the SVB Debt; (vii) the Sellers shall each deliver to the Purchaser and Purchaser Europe an IRS Form W-9, completed and duly executed by such Seller; (viii) the Sellers shall deliver to the Purchaser and Purchaser Europe termination and release agreements, in form satisfactory to the Purchaser (the “Employee Options Release Agreements”), duly executed by each holder of options under the WBS LLC Stock Option Plan; (ix) the Sellers shall deliver to the Purchaser and Purchaser Europe: (A) with respect to each of the Companies Employees offered employment with the Purchaser as described in Section 5.6(a), an Offer Letter, duly executed by such Companies Employee; and (B) with respect to each of the Companies Employees whose employment is to be terminated as described in Section 5.6(a), a Separation Agreement, duly executed by such Companies Employee; (x) the Sellers shall deliver to the Purchaser and Purchaser Europe employment agreements, each in a form identical to the existing employment agreements between WBS LLC and each of Xxxx Xxxxxx, Xxxx Xxxxxx and Xxxx Xxxxxxx except that the Purchaser will replace WBS LLC as the employer; (xi) the Sellers shall deliver to the Purchaser and Purchaser Europe an invoice and release letter, in a form satisfactory to the Purchaser, from Xxxxx Figa & Will, P.C., legal counsel to the Companies and the Sellers, concerning the fees and expenses of the Companies and the Sellers as of the Closing Date; (xii) the Sellers shall deliver to the Purchaser and Purchaser Europe the seal, minute book and Equity Interest transfer records of each of the Companies, and deliver all original entity records and documents of each of the Companies not then in possession of the Companies but in the possession or control of the Sellers; (xiii) the Sellers shall deliver to the Purchaser and Purchaser Europe a certificate, dated as of the Closing Date, duly executed by the Sellers, relating to the satisfaction of the Closing conditions set forth in Sections 6.1(a) and (b) (the “Seller Closing Certificate”); (xiv) the Sellers shall deliver to the Purchaser and Purchaser Europe a secretary’s certificate, dated as of the Closing Date, duly executed by the Secretary of each of the Companies, relating to: (A) the incumbent officers of each of the Companies; (B) resolutions of the board of directors (or persons performing a similar function) of each of the Companies approving the transactions contemplated by this Agreement; (C) copies of the Organizational Documents of each of the Companies, each certified by the appropriate Governmental Authority as of a date as near as reasonably practicable to the Closing Date; and (D) a good standing certificate for each of the Companies for its jurisdiction of organization and each foreign jurisdiction in which it is qualified, each dated as of a date as near as reasonably practicable to the Closing Date; (xv) the Sellers shall deliver to the Purchaser an affidavit of each of the Sellers, and shall deliver to Purchaser Europe an affidavit of WBS LLC, dated as of the Closing Date and duly executed by the applicable Seller (in the case of the affidavit of such Seller) and by either Seller (in the case of the affidavit of WBS LLC), certifying that such Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amendedCode section 1445, in substantially the form of Exhibit G attached hereto; set forth in Treasury Regulation section 1.1445-2(b)(2)(iv)(A) (viiias to each Seller) the Assignment of Licenses, Permits, Warranties and General Intangibles duly executed by Selleror Treasury Regulation section 1.445-2(b)(2)(iv)(B) (as to WBS LLC); and (ixxvi) the Sellers shall deliver to the extent Purchaser and Purchaser Europe such other documents or instruments, in Seller’s possessionform and substance reasonably acceptable to the Purchaser and Purchaser Europe, copies of as the Space Leases which delivery Purchaser and Purchaser Europe may deem reasonably necessary or as may be satisfied by delivery of the on-site property management office at the Property. (b) With respect required to consummate the transactions contemplated hereunder: (i) all transfer tax returns to the extent required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller; and (ii) a Closing Statement duly executed by Sellerhereby.

Seller Closing Deliveries. At the Closing, Seller shall deliver or cause to be delivered to Purchaser, at Seller's sole cost and expense, the following documents to the Escrow Agent on or before the following, which delivery obligations shall be conditions concurrent with Purchaser's Closing Date: (a) With respect to the Assetobligations: (i) A Special Warranty Deed (the “Deed”) in the form attached hereto as Exhibit B-1 (and made a part hereof for all purposes as an agreed form only), fully executed and acknowledged by Seller, subject to the Permitted Exceptions. At Purchaser's request, the Deed duly executed shall be modified to reserve a vendor's lien in favor of a third-party lender from whom Purchaser is obtaining acquisition and/or development financing, if applicable, but assigned over from Seller to such lender without recourse or warranty. The metes and bounds description used in the Deed shall be the description provided with the Existing Survey unless Seller accepts the legal description from an Updated Survey obtained by Seller;Purchaser, which approval by Seller will not be unreasonable withheld, conditioned or delayed, and otherwise the legal description from an Updated Survey shall be quitclaimed or additionally conveyed without warranty or its equivalent to Purchaser. The Deed will contain use restrictions as set forth therein. ​ (ii) A Bill of Sale and Assignment and Assumption Agreement in the Assignment form attached hereto as Exhibit B-2, by which Seller assigns to Purchaser all right, title and interest of Leases duly executed by Seller, if any, in and to the Intangibles and Purchaser accepts the Intangibles (the “Bill of Sale & Assignment”); (iii) a xxxx of sale duly executed by Seller An Assignment and Assumption Agreement in substantially the form of Exhibit F attached hereto, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached required pursuant to the Property and used solely in connection with the operation terms of the Property Industrial District Agreement by which Seller assigns to Purchaser all right, title and interest of Seller thereunder (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets“Assignment Under Industrial District Agreement”); (iv) At Seller’s sole cost and expense except as set forth below, a Texas standard form of Owner’s Policy of Title Insurance as prescribed by the Assignment Texas State Board of Contracts duly executed Insurance (the “Owner’s Policy”), dated as of the Closing Date and issued by Sellerthe Title Company, insuring Purchaser's fee simple title to the Property in the full amount of the Purchase Price pursuant to the most recent Title Commitment issued by the Title Company approved by Purchaser before Closing. The Owner’s Policy shall be subject to all promulgated form exceptions in the Title Commitment and the Permitted Exceptions; provided, however, that, as to promulgated or pre-printed form exceptions: (A) the standard survey exception (i.e., Item 2 of Schedule B of the standard title commitment form) may, at Purchaser’s option and expense and if permitted with the Survey or an Updated Survey obtained by Purchaser, be modified to read “shortages in area” only (other specific exceptions may be made based on matters actually shown on the Survey and Updated Survey); ​ (B) the exception for liens for standby fees and taxes (etc.) shall be completed to refer to the year of Closing in the blank provided for a tax year in that form exception; (vC) the Tenant Notices duly executed by Seller;exception for restrictive covenants shall be deleted if there are none of record; and ​ (viD) notice letters Purchaser may obtain, at its sole expense, such other endorsements and deletions from the standard Owner’s Policy as are (1) available under applicable Title Insurance regulations, (2) offered by the Title Company, and (3) paid for by Purchaser and as to the vendors under the Assumed Contracts duly executed which all conditions for issuance have been met by Seller; (vii) an affidavit that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G attached hereto; (viii) the Assignment of Licenses, Permits, Warranties and General Intangibles duly executed Purchaser at Purchaser’s sole expense by Seller; and (ix) to the extent in Seller’s possession, copies of the Space Leases which delivery may be satisfied by delivery of the on-site property management office at the Property. (b) With respect to the transactions contemplated hereunder: (i) all transfer tax returns to the extent required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller; and (ii) a Closing Statement duly executed by Seller.Closing. ​

Seller Closing Deliveries. Contemporaneously with the execution and delivery of this Agreement, the Seller shall deliver the following documents deliver, or cause to be delivered, to the Escrow Agent on or before Purchaser the Closing Datefollowing: (a) With respect bills of sale, instruments of assignment, certificates of title and other conveyance documents, dated as of the of this Agreement, transferring to the Asset:Purchaser all of the Seller’s right, title and interest in and to the Assets, together with possession of the Assets, and evidencing the assignment of the Assumed Contracts and the assignment of any assignable Licenses, including the Bxxx of Sale and Assignment and Assumption Agreement attached hereto as Exhibit C and executed by the Seller; (b) the Patent, Trademark and Domain Name Assignment Agreement attached hereto as Exhibit D and executed by the Seller; (c) the Distributor Agreement attached hereto as Exhibit E and executed by the Parent or its designee, provided it is a wholly-own subsidiary of Parent (the “Distributor Agreement”); (d) the Transition Operating Agreement attached hereto as Exhibit F and executed by the Parent; (e) All other documents reasonably requested by Purchaser, including as relating to Bxxxx Xxxxxx and Txxxxxx Xxxxxxxx, separation and general release agreement between them with Parent and Seller; (f) a certificate by the Secretary of the Seller, dated the Closing Date, as to (i) the good standing of the Seller in its jurisdiction of formation and in each other jurisdiction where the Seller is qualified to do business and (ii) the effectiveness of the resolutions of the board of directors of the Seller authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (g) written consents of or notices to, as applicable (or waivers with respect thereto), the third parties to those Assumed Contracts listed on Schedule 9.2(g) (and all such consents, notices or waivers shall be in full force and effect on and following the Closing); (h) satisfactory payoff letters (“Payoff Letters”) from each lender to the Indebtedness outstanding as of the Closing Date evidencing that, if such aggregate amount so identified is paid to such lender on the Closing Date, such Indebtedness shall be repaid in full and that all Liens affecting any real or personal property of the Seller will be released, through filing of the required UCC-3 financial statement amendment thereby terminating the security interest immediately upon payment of Indebtedness; (i) the Deed duly executed by SellerClosing Date Indebtedness Statement; (iij) the Assignment of Leases duly executed by SellerRestrictive Covenant Agreements; (iiik) a xxxx of sale duly executed by Seller in substantially the form of Exhibit F attached hereto, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached certificates from appropriate authorities as to the Property and used solely in connection with the operation good standing of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets); (iv) the Assignment of Contracts duly executed by Seller; (v) the Tenant Notices duly executed by Seller; (vi) notice letters to the vendors under the Assumed Contracts duly executed by Seller; (vii) an affidavit that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G attached hereto; (viii) the Assignment of Licenses, Permits, Warranties and General Intangibles duly executed by Seller; and (ixl) all other documents required to be entered into by the extent in Seller’s possession, copies of the Space Leases which delivery may be satisfied Parent, General Surgical or any Controlling Stockholders pursuant hereto or reasonably requested by delivery of the on-site property management office at the Property. (b) With respect Purchaser to consummate the transactions contemplated hereunder: (i) all transfer tax returns to the extent required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller; and (ii) a Closing Statement duly executed by Sellerhereby.

Seller Closing Deliveries. At the Closing, Seller shall deliver (or cause to be delivered) to Buyer all of the following documents to the Escrow Agent on or before the Closing Datefollowing: (a) With a payoff letter from each holder of Funded Debt, in form and substance reasonably satisfactory to Buyer, evidencing the aggregate amount of such indebtedness outstanding as of the Closing Date (including any interest accrued thereon and any prepayment or similar penalties and expenses required to be paid to such holder in connection with the prepayment of such indebtedness on the Closing Date) and an agreement that, if such aggregate amount so identified is paid to such holder on the Closing Date, such indebtedness shall be repaid in full and that all Liens with respect to thereto affecting any real or personal property of the Asset:Company or any of its Subsidiaries will be released; (ib) the Deed certificate referenced in Section 9.2(c); (c) instruments of conveyance, duly executed in blank, for transfer of all of the Company Interests held by Seller, free and clear of all Liens other than Permitted Liens; (d) a certificate in the form of Annex A; (e) a copy of the Intellectual Property Assignment Agreement in the form attached hereto as Annex B (the “IP Assignment Agreement”), duly executed by Seller; (iif) a copy of the Assignment of Leases Transition Services Agreement in the form attached hereto as Annex C (the “Transition Services Agreement”), duly executed by Seller; (iiig) a xxxx copy of sale duly executed by Seller the Non-Competition Agreement in substantially the form of Exhibit F attached heretohereto as Annex D (the “Non-Competition Agreement”), relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets); (iv) the Assignment of Contracts duly executed by Seller; (vh) a copy of the Tenant Notices Escrow Agreement, duly executed by Seller; (vii) notice letters written resignations of each director or officer of the Company or any of its Subsidiaries designated by Buyer at least three days prior to Closing, provided that any such resignation of an officer shall not apply to the vendors under officer’s employment with the Assumed Contracts duly executed by Seller; (vii) an affidavit that Seller is not a “foreign person” within the meaning Company or any of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G attached hereto; (viii) the Assignment of Licenses, Permits, Warranties and General Intangibles duly executed by Sellerits Subsidiaries; and (ixj) all other documents required to be delivered by Seller on or prior to the extent in Seller’s possession, copies of the Space Leases which delivery may be satisfied by delivery of the on-site property management office at the Property. (b) With respect Closing Date pursuant to the transactions contemplated hereunder: (i) all transfer tax returns to the extent required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller; and (ii) a Closing Statement duly executed by Seller.

Seller Closing Deliveries. Seller shall deliver the following documents at Closing to the Buyer (or deposit such documents with Escrow Agent on or before the Closing Date:to be held in escrow and delivered to Buyer at Closing): (a) With respect to a quitclaim deed (the Asset: (i“Deed”) in substantially the Deed form of Exhibit B attached hereto, duly executed by Seller; (ii) the Assignment of Leases duly executed by Seller; (iiib) a xxxx of sale (a “Xxxx of Sale”) duly executed by Seller in substantially the form of Exhibit F C attached hereto, relating transferring the FF&E, supplies, Inventories, and Accounts Receivable to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets)Buyer; (ivc) the Assignment of Contracts and Leases duly executed by Seller, together with copies, and if available, originals of all contracts and agreements assigned thereby; (d) the Assignment of Intangibles, duly executed by Seller; (ve) a termination of the Tenant Notices Management Agreement, duly executed by Seller; (vif) notice letters all keys and keycards in Seller’s possession, security and access codes to the vendors under the Assumed Contracts duly executed by SellerHotel; (viig) an affidavit that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G E attached hereto; (viiih) the Assignment of Licenses, Permits, Warranties and General Intangibles duly executed by Seller; and (ix) title to the extent in Seller’s possession, copies of the Space Leases which delivery may be satisfied vehicles owned by delivery of the on-site property management office Seller and used at the Property. (b) With respect to the transactions contemplated hereunder:Hotel, if any; (i) such other documents and instruments as may be reasonably requested by Title Company in order to consummate the transactions described in this Agreement; (j) all transfer and withholding tax returns forms, including, without limitation and to the extent applicable, RI Form 71.3 Election, RI Form Certificate of Withholding Due and Seller’s Residency Affidavit, evidence of compliance with RIGL Section 44-11-29 relating to the sale of the major part in value of the assets of Seller, and a Certificate of Good Standing from the Rhode Island Division of Taxation which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller, as applicable; (k) a closing statement for the Assets prepared and approved by Seller and Buyer, consistent with the terms of this Agreement; and (ii) a Closing Statement duly executed by Seller.

Seller Closing Deliveries. Seller shall deliver the following documents At or prior to the Escrow Agent on or before the Closing DateClosing: (a) With Seller shall deliver evidence to Purchaser, in a form reasonably acceptable to Purchaser, that the Purchased Assets have been released from all Liens or other security interests thereon and Seller shall have taken all steps necessary to terminate or release the Purchased Assets from all UCC financing statements which have been filed with respect to such Liens or other security interests; (b) Seller shall deliver to Purchaser a certificate, dated as of the Asset:Closing Date, duly executed by the Secretary, Assistant Secretary or any other executive officer of Seller certifying, among other things, that attached or appended to such certificate: (A) is a true and correct copy of Seller’s organizational documents, and all amendments thereto; and (B) is a true copy of all corporate actions taken by it, including resolutions of its board of directors authorizing the consummation of the Acquisition and the execution, delivery and performance of this Agreement and each of the Transaction Documents to be delivered by Seller pursuant hereto; (c) Seller shall deliver to Purchaser certificates of good standing from the appropriate state agency, dated as of a date not more than five (5) days prior to Closing Date, certifying that Seller is in good standing in its state of incorporation; (d) Seller shall deliver to Purchaser copies of each Transaction Document to which it, or its Affiliate, is a party, duly executed by the applicable Seller or Affiliate; (e) Seller shall deliver to Purchaser all material records and documentation of the Seller relating primarily to the Purchased Assets or the Fiber Business; (f) Seller shall deliver to Purchaser possession of the Purchased Assets; (g) Seller shall deliver or cause to be delivered, with respect to each parcel of Owned Real Property, a duly executed and acknowledged general warranty deed (or local legal equivalent), in each case in proper recordable form and sufficient to vest in Purchaser good and marketable title to each such parcel of Owned Real Property, in each case free and clear of all Liens other than Permitted Liens, together with such affidavits, tax forms, and other documentation as may be required by applicable Law to allow for recordation; (h) Seller shall deliver an executed estoppel certificate (in a form reasonably acceptable to Purchaser) from the applicable landlord under the Real Property Lease; (i) Seller shall pay to the Deed duly executed by SellerTitle Company 50% of the premium for an owner’s policy of title insurance with respect to the Owned Real Property; (iij) Seller shall deliver or cause to be delivered such closing statements, affidavits and other documents reasonably necessary or required from the Assignment of Leases duly executed Seller by Sellerthe Title Company to evidence or consummate the transactions contemplated by this Agreement; (iiik) a xxxx of sale duly executed by Seller in substantially the form of Exhibit F attached hereto, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation shall deliver evidence of the Property (but not including items owned accelerated vesting of each unvested equity or leased by tenants, quasi-equity award or grant of the Property Manager, or which are leased by Seller or any Excluded Assets)Business Employees; (ivl) Seller shall deliver to Purchaser a non-foreign affidavit dated as of the Assignment Closing Date, sworn under penalty of Contracts duly executed by Seller; (v) the Tenant Notices duly executed by Seller; (vi) notice letters perjury and in form and substance required under Treasury Regulations issued pursuant to the vendors under the Assumed Contracts duly executed by Seller; (vii) an affidavit Code §1445 stating that Seller is not a “foreign person” within the meaning of the Foreign Investment as defined in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G attached hereto; (viii) the Assignment of Licenses, Permits, Warranties and General Intangibles duly executed by SellerCode §1445; and (ixm) Seller shall deliver to Purchaser such other documents and instruments as may be reasonably requested by the extent in Seller’s possession, copies Purchaser to consummate the Acquisition and to carry out the obligations of the Space Leases which delivery may be satisfied by delivery of the on-site property management office at the PropertyParties hereunder. (b) With respect to the transactions contemplated hereunder: (i) all transfer tax returns to the extent required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller; and (ii) a Closing Statement duly executed by Seller.

Seller Closing Deliveries. At the Closing, Seller shall will deliver or cause to be delivered to US Buyer all of the following documents to the Escrow Agent on or before the Closing Datefollowing: (a) With respect to the Asset: (i) the Deed duly executed by Seller; (ii) the Assignment of Leases duly executed by Seller; (iii) a xxxx of sale duly executed by Seller (and/or the applicable Seller Affiliate) conveying the Purchased Assets to the applicable Buyer or Buyers (other than the Assigned Contracts, Patents and Marks), in form and substance substantially as set forth in Exhibit A (the form “Xxxx of Exhibit F attached hereto, relating to all fixtures, chattels, equipment Sale”) (b) an assignment and articles of Personal Property owned assumption agreement duly executed by Seller which are currently located upon or attached (and/or the applicable Seller Affiliate) in relation to the Property Assigned Contracts and used solely the Assumed Liabilities, in connection with form and substance substantially as set forth in Exhibit B (the operation of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets“Assignment and Assumption Agreement”); (ivc) the Assignment of Contracts a patent assignment agreement duly executed by Seller or Seller’s IP Sub conveying to the applicable Buyer or Buyers the Patents included in the Transferred Intellectual Property, in form and substance substantially as set forth in Exhibit C (the “Patent Assignment Agreement”); (vd) the Tenant Notices a trademark assignment agreement duly executed by Seller or Seller’s IP Sub conveying to the applicable Buyer or Buyers the Marks included in the Transferred Intellectual Property, in form and substance substantially as set forth in Exhibit D (the “Trademark Assignment Agreement”); (vie) notice letters to the vendors under the Assumed Contracts a transition services agreement duly executed by SellerSeller (and/or the applicable Seller Affiliate) pursuant to which Seller will provide specified administrative services to Buyers, in form and substance substantially as set forth in Exhibit E (the “Transition Services Agreement”); (viif) a product manufacturing and supply agreement duly executed by Seller (and/or the applicable Seller Affiliate) pursuant to which Seller will provide contract manufacturing and supply services to the applicable Buyer or Buyers, in form and substance substantially as set forth in Exhibit F (the “Manufacture and Supply Agreement”); (g) an affidavit agreement with respect to the use of certain Intellectual Property by the applicable Buyer or Buyers, in form and substance substantially as set forth in Exhibit G (the “IP Use Transition Agreement”); (h) an intellectual property license agreement pursuant to which the applicable Buyer or Buyers will receive from Seller or Seller’ IP Sub a worldwide, royalty-free, license to the Retained Shared Intellectual Property, in form and substance substantially as set forth in Exhibit H (the “Shared IP License”), with such modifications thereto as is necessary so that the scope of the Shared IP License also covers, for use within the “Licensee Field of Use” (as defined therein) the Intellectual Property of the Seller (and/or the applicable Seller Affiliate) used in the technology colloquially known as “fizz foam” (although such term is not a “foreign person” used for the application of such technology within the meaning of Business); (i) a supply agreement duly executed by Seller pursuant to which Seller will sell to US Buyer the Foreign Investment in Real Property Tax Act of 1980products sold by Camco Chemical Co under the Master Purchase Agreement between Seller and Camco Chemical Co dated August 1, 2008, as amended, in form and substance substantially as set forth in Exhibit I (the form of Exhibit G attached hereto“Camco Supply Agreement”); (viiij) the Assignment of Licenses, Permits, Warranties and General Intangibles a distributorship agreement duly executed by SellerSeller pursuant to which Seller will sell products that are sold in the Business in Australia and New Zealand, substantially as set forth in Exhibit J (the “Distributorship Agreement”); (k) the Consents identified in Schedule 3.2(i) as “Required Consents” (the “Required Consents”); and (ix) to the extent in Seller’s possession, copies of the Space Leases which delivery may be satisfied by delivery of the on-site property management office at the Property. (b) With respect to the transactions contemplated hereunder: (i) all transfer tax returns to the extent required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller; and (iil) a written certification to Buyer from a duly authorized officer of Seller in form and substance reasonably satisfactory to Buyer, dated the Closing Statement duly executed by SellerDate, confirming that the conditions precedent in Sections 8.2(a) and 8.2(b) have been satisfied, together with such supporting documentation as Buyer may reasonably request.

Seller Closing Deliveries. On or before 11:00 a.m. (MT) on the Closing Date, Seller shall deliver to Escrow Agent each of the following documents to the Escrow Agent on or before the Closing Dateitems: (a) With respect to One (1) original of the Asset: Special Warranty Deed (i) the Deed duly executed by Seller; (ii) the Assignment of Leases duly executed by Seller; (iii) a xxxx of sale duly executed by Seller “Deed”), in substantially the form of Exhibit F attached hereto, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation of the Property (but not including items owned or leased by tenantsAgreement as Exhibit “B”, the Property Manager, or which are leased by Seller or any Excluded Assets); (iv) the Assignment of Contracts duly executed and acknowledged by Seller; (v) the Tenant Notices duly executed by Seller; (vi) notice letters to the vendors under the Assumed Contracts duly executed by Seller; (vii) an affidavit that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G attached hereto; (viii) the Assignment of Licenses, Permits, Warranties and General Intangibles duly executed by Seller; and (ix) to the extent in Seller’s possession, copies of the Space Leases which delivery may be satisfied by delivery of the on-site property management office at the Property. (b) With respect to One (1) original Xxxx of Sale (the transactions contemplated hereunder:“Xxxx of Sale”), in the form attached hereto as Exhibit “C”, executed by Seller. (c) Two (2) originals of the General Assignment, in the form attached hereto as Exhibit “D” (the “General Assignment”), executed by Seller. (d) Two (2) originals of the Tenancy-In-Common Agreement, in the form attached hereto as Exhibit “E” (“TIC Agreement”), executed by Seller. (e) Three (3) originals of the Master Lease, in the form attached hereto as Exhibit “F” (“Master Lease”), executed by Seller as landlord and as tenant and executed by Gaia, Inc., a Colorado corporation, as guarantor. (f) One (1) original of the Promissory Note, in the principal amount of Four Million Dollars, in the form attached hereto as Exhibit “G” (“Promissory Note”), executed by Gaia, Inc., a Colorado corporation, as borrower. (g) Two (2) originals of the Property Management Agreement, in the form attached hereto as Exhibit “H” (the “Property Management Agreement”), executed by Seller as landlord and as property manager. (h) One (1) original Memorandum of Tenancy-In-Common Agreement, in the form attached hereto as Exhibit “I” (“TIC Memorandum”), executed by Seller. (i) all transfer tax returns to the extent required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this AgreementThe Survey Affidavit, in each case, as prepared by Seller and Buyer and duly executed by Seller; and (ii) a Closing Statement duly executed by Seller. (j) A certification of Seller’s non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. (k) Resolutions, certificates of good standing and such other organizational documents as Title Insurer shall reasonably require evidencing Seller’s authority to consummate this transaction. (l) Such other documents as Escrow Agent may reasonably require from Seller in order to consummate the purchase and sale of the Property and to issue the Title Policy.

Seller Closing Deliveries. Seller shall deliver the following documents at Closing to the Buyer (or deposit such documents with Escrow Agent on or before the Closing Date:to be held in escrow and delivered to Buyer at Closing): (a) With respect to a bargain and sale deed with covenants against the Asset: grantor’s acts (ithe “Deed”) in substantially the Deed form of Exhibit B attached hereto, duly executed and acknowledged by Seller; (ii) the Assignment of Leases duly executed by Seller; (iiib) a xxxx of sale (a “Xxxx of Sale”) duly executed by Seller in substantially the form of Exhibit F C attached hereto, relating transferring the FF&E, supplies, Inventories, and Accounts Receivable to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets)Buyer; (ivc) the Assignment of Contracts and Leases duly executed by Seller, together with copies, and if available, originals of all contracts and agreements assigned thereby; (d) the Assignment of Intangibles, duly executed by Seller; (ve) a termination of the Tenant Notices Management Agreement, duly executed by Seller; (vif) notice letters all keys and keycards in Seller’s possession, security and access codes to the vendors under the Assumed Contracts duly executed by SellerHotel; (viig) an affidavit that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G E attached hereto; (viiih) the Assignment of Licenses, Permits, Warranties and General Intangibles duly executed by Seller; and (ix) title to the extent in Seller’s possession, copies of the Space Leases which delivery may be satisfied vehicles owned by delivery of the on-site property management office Seller and used at the Property. (b) With respect to the transactions contemplated hereunder:Hotel, if any; (i) two (2) originals of a Liquor Management Agreement, if requested by Buyer pursuant to Section 14.23; (j) such other documents and instruments as may be reasonably requested by Title Company in order to consummate the transactions described in this Agreement; (k) a New York State Combined Real Estate Transfer Tax Return, Credit Line Mortgage Certificate and Certificate of Exemption from the Payment of Estimated Personal Income Tax, and other ACRIS filing required by the State of New York or Suffolk County in connection with a conveyance of real property or interest therein; (l) all transfer tax returns to the extent which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller, as applicable; (m) a closing statement for the Assets prepared and approved by Seller and Buyer, consistent with the terms of this Agreement; and (ii) a Closing Statement duly executed by Seller.

Seller Closing Deliveries. At the Closing and subject thereto, Seller shall deliver (or cause to be delivered) to Buyer the following documents to the Escrow Agent on or before the Closing Date: (a) With respect to the Assetfollowing: (i) a stock certificate evidencing the Deed Company Stock, duly executed by Sellerendorsed for transfer in blank; (ii) the Assignment of Leases Intercompany Note, duly executed by Sellerendorsed for transfer in blank; (iii) a xxxx of sale duly executed by Seller in substantially the form of Exhibit F attached hereto, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation receipt against payment of the Property (but not including items owned or leased by tenants, Estimated Adjusted Purchase Price payable at the Property Manager, or which are leased by Seller or any Excluded AssetsClosing pursuant to Section 2.1(d) and Section 3.2(b)(i); (iv) an executed copy of the Assignment of Contracts duly executed by Sellerand Assumption Agreement in the form attached hereto as Exhibit E (the “Assignment and Assumption Agreement”); (v) evidence that Seller has initiated the Tenant Notices duly executed process of transferring to the Company or its Subsidiaries, or applying for on behalf of the Company or its Subsidiaries, as applicable, each Permit required by SellerLaw for the operation of the Business, to the extent not possessed by the Company and its Subsidiaries; provided, however, that Seller shall not be required to have initiated the transfer of any Permit for which a local presence is required and which local presence Buyer has not yet established; (vi) notice letters except with respect to the vendors under Intercompany Note, evidence of termination of all intercompany receivables and payables as between Seller and its Affiliates (other than the Assumed Contracts duly executed by SellerCompany and its Subsidiaries), on the one hand, and the Company and its Subsidiaries, on the other hand; (vii) an a non-foreign affidavit dated as of the Closing Date, sworn under the penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Code §1445 stating that such Seller is not a “foreign person” within the meaning of the Foreign Investment as defined in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G attached heretoCode §1445; (viii) certified copies of the Assignment articles of Licenses, Permits, Warranties organization (or other similar organizational documents) for the Company and General Intangibles duly executed by Seller; andeach of its Subsidiaries; (ix) to the extent in Seller’s possession, certified copies of the Space Leases which resolutions of Seller’s board of directors authorizing the execution, delivery may be satisfied by delivery and performance of the on-site property management office at the Property. (b) With respect to the transactions contemplated hereunder: (i) all transfer tax returns to the extent required by law this Agreement and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of other agreements contemplated hereby and the consummation of the transactions contemplated by this Agreement, hereby and thereby; (x) all corporate books and records (including any Tax records) and other property of the Company and each of its Subsidiaries in each case, as prepared by Seller and Buyer and duly executed by Sellerits possession; and (iixi) good standing certificates (if applicable) for the Company and each of its Subsidiaries from its jurisdiction of incorporation and each jurisdiction in which the Company and its Subsidiaries are qualified to do business as a foreign corporation, in each case dated as of a recent date prior to or on the Closing Statement duly executed by SellerDate.

Seller Closing Deliveries. At or prior to the Closing, Seller shall deliver to Purchaser, in each case in form and substance reasonably satisfactory to Purchaser each of the following documents to the Escrow Agent on or before the Closing Datefollowing: (a) With a Xxxx of Sale and Assignment, dated the Closing Date, substantially similar in form and substance to Exhibit 11.1(a) hereto duly executed by Seller. (b) with respect to each of the Asset:Owned Real Properties and Ground Leased Properties (as the case may be): (i) a Special Warranty Deed, dated the Deed Closing Date, duly executed by SellerSeller with covenants against grantor’s acts substantially similar in form and substance to Exhibit 11.1(b)(i) hereto, with all required documentary and transfer stamps attached thereto, and subject only to Permitted Encumbrances and other matters accepted by Purchaser in accordance with the terms, provisions, conditions and limitation set forth in Section 4.26 of this Agreement (if any); (ii) an assignment and assumption agreement, dated the Assignment of Leases Closing Date, duly executed by SellerSeller with respect to each Landlord Lease (the “Assignment and Assumption of Landlord Leases”) substantially similar in form and substance to Exhibit 11.1(b)(ii) hereto; (iii) a xxxx of sale notice to each tenant under a Landlord Lease (the “Tenant Notice”) substantially similar in form and substance to Exhibit 11.1(b)(iii) hereto duly executed by Seller in substantially the form of Exhibit F attached heretoSeller, relating which Purchaser shall send to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation each tenant under each of the Property Landlord Leases (but not including items owned or leased by tenants, as the Property Manager, or which are leased by Seller or any Excluded Assets)case may be) promptly after the Closing Date; (iv) the Assignment of original Landlord Leases and all Contracts duly executed relating to each Owned Real Property which are assigned by SellerSeller and assumed by Purchaser hereunder (to the extent originals are available and, if not, copies thereof), together with such leasing and property files and records which are located at the Properties; (v) the Tenant Notices duly executed security deposits held by SellerSeller under any Landlord Leases; (vi) notice letters at Purchaser’s expense as set forth in Section 4.26, a final owner’s title insurance policy for each parcel of Owned Real Property and Ground Leased Property (except to the vendors under extent Seller is unable to secure a memorandum of lease or other instrument required of landlord after using commercially reasonable and demonstrable, written efforts for any Ground Leased Property) being transferred to Purchaser (as required by, and complying with the Assumed Contracts duly executed by Sellerrequirements of, Section 4.26), based on the Title Commitments issued pursuant to Section 4.26; (vii) an affidavit that Seller is not at Purchaser’s expense and as set forth in Section 4.26, a “foreign person” within the meaning final Survey for each parcel of the Foreign Investment in Owned Real Property Tax Act of 1980and Ground Leased Property being transferred to Purchaser (as required by, as amendedand complying with the requirements of, in substantially the form of Exhibit G attached heretoSection 4.26); (viii) the Assignment of Licensesa customary, Permits, Warranties and General Intangibles duly completed “FIRPTA” non-foreign person affidavit executed by SellerSeller in favor of Purchaser in accordance with Section 1445 of the Code and the Treasury Regulations promulgated thereunder; and (ix) such other documents and instruments of conveyance, assignment, and/or transfer as may be reasonably necessary, advisable or required by the Title Company to close the transaction under this Agreement with respect to the extent Owned Real Properties pursuant to customary Deed and Money Escrow Instructions/New York Style Closing Escrow Instructions in Seller’s possessionform and substance reasonably acceptable to Seller and Purchaser, copies of and as are reasonably required to effectuate the Space Leases which delivery may be satisfied Closing contemplated under this Agreement, including, without limitation, any and all real estate transfer declarations, ALTA Statements, GAP Undertakings, 1099 Solicitations, affidavits and any such other title clearance documentation required by delivery of the on-site property management office at the PropertyTitle Company and/or Purchaser. (bc) With with respect to each of the transactions contemplated hereunder:Leased Real Properties and Ground Leased Properties (as the case may be): (i) all transfer tax returns an assignment and assumption agreement, dated the Closing Date, duly executed by Seller with respect to each Tenant Lease and Ground Lease (the “Assignment and Assumption of Tenant Leases”) substantially similar in form and substance to Exhibit 11.1(c)(i) hereto (and, in the case of the Ground Leased Properties, such form shall be modified to contain such reasonable modifications as may be required and agreed upon between Purchaser and Seller to cause such form to apply to a Ground Lease); (ii) a certificate in form and substance reasonably satisfactory to Purchaser of an executive officer of Seller certifying that, as of the Closing Date, with respect to each Tenant Lease and each Ground Lease, no rent or penalties are due thereunder and Seller is not in breach of any material provision of such Tenant Lease or Ground Leas; (iii) Except as expressly set forth in Schedule 11.1(c)(iii), each of the Landlord’s Consents contemplated by Section 4.24, each duly executed; and (iv) to the extent required not included in the Assets or located at the Branch Offices, the original Tenant Leases, Ground Leases and all Contracts relating to each Leased Real Property and/or Ground Leased Property which are assigned by law Seller and assumed by Purchaser hereunder (to the extent originals are available and, if not, copies thereof), together with such leasing and property files and records which are located at the Leased Real Properties or the Ground Leased Properties. (d) a copy of the Seller Charter certified as of a recent date by the Office of Thrift Supervision. (e) a certificate of corporate existence of Seller issued as of a recent date by the Office of Thrift Supervision. (f) a certificate of the secretary or an assistant secretary of Seller, dated the Closing Date, in form and substance reasonably satisfactory to Purchaser, as to (i) no amendments to the Seller Charter since a specified date; (ii) the Seller By-laws; (iii) the resolutions of the Board of Directors of Seller (and the regulations Board of Directors of Parent, in its capacity as Seller’s sole shareholder) authorizing the execution, delivery and performance of this Agreement and any other agreements contemplated hereby and the transactions contemplated hereby and thereby; and (iv) incumbency and signatures of the officers of Seller executing this Agreement and any other agreements contemplated hereby. (g) a copy of the Parent Charter certified as of a recent date by the Wisconsin Department of Financial Institutions. (h) a certificate of current status of Parent issued pursuant thereto in connection as of a recent date by the Wisconsin Department of Financial Institutions. (i) a certificate of the secretary or an assistant secretary of Parent, dated the Closing Date, as to (i) no amendments to the Parent Charter since a specified date; (ii) the Parent By-laws; (iii) the resolutions of the Board of Directors of Parent authorizing the execution, delivery and performance of this Agreement and any other agreements contemplated hereby and the transactions contemplated hereby and thereby; and (iv) incumbency and signatures of the officers of Parent executing this Agreement and any other agreements contemplated hereby. (j) all consents, waivers or approvals obtained by Seller with respect to the payment of all state Assets, the Assumed Liabilities or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement. (k) the original promissory notes relating to the Loans (other than the loans subject to the Loan Participation and Servicing Agreements) together with such instruments as may be required to assign such notes to Purchaser and the original Loan Participation and Servicing Agreements. (l) each of the Omnibus Assignments of Loan Documents, the Assignments of Loan Documents, the UCC Amendments and the Powers of Attorney, each dated the Closing Date. (m) evidence of the termination of each financing statement listed on Exhibit 11.1(m) to the extent applicable to the Assets, Assumed Liabilities or the Branch Offices and the release of any security interest relating thereto. (n) to the extent not included in each casethe Assets or located at the Branch Offices, as prepared all collateral security of any nature whatsoever held by Seller and Buyer and duly executed by Seller; andas collateral for any of the Assets. (iio) a possession of the Assets and access to and keys to the Branch Offices and all security devices located at the Branch Offices, together with security codes for access to the Branch Offices and combinations to all locking devices of Seller located at the Branch Offices. (p) to the extent not located at the Branch Offices or otherwise delivered pursuant to this Section 11.1, possession of, or access to, the Records. (q) the Participation Agreement, dated the Closing Statement Date, duly executed by Seller. (r) all other documents, instruments or writings required to be delivered to Purchaser at or prior to the Closing pursuant to this Agreement or as Purchaser may reasonably request.

Seller Closing Deliveries. At the Closing Seller shall deliver deliver, or shall cause to be delivered, to Buyer the following documents to the Escrow Agent on or before the Closing Datefollowing: (a) With respect a counterpart to the Asset: (i) the Deed Assignment Agreement, duly executed by Seller, and the original membership interest certificates issued by the Company evidencing all of the Acquired Interests, duly endorsed for transfer (as applicable); (iib) the Assignment of Leases a fully executed Mutual Release, duly executed by Seller and the Acquired Companies; (c) a certification of non-foreign status in the form prescribed by Treasury Regulation Section 1.1445-2(b) with respect to Seller; (iiid) a xxxx of sale duly executed by Seller in substantially the form of Exhibit F attached hereto, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon resignation or attached to the Property and used solely in connection with the operation removal (effective as of the Property (but not including items owned Closing) of managers, officers and directors, as applicable, nominated or leased by tenants, the Property Manager, or which are leased appointed by Seller or its Affiliates to any Excluded Assets)board or operating, management or other committee of the Acquired Companies; provided that Buyer has delivered a written request to Seller at least three Business Days prior to the Closing specifying which of the foregoing it desires to have resign or be removed; (ive) evidence, in form and substance reasonably satisfactory to Buyer, of the Assignment resignation or removal of Contracts duly all individuals authorized on any bank accounts of an Acquired Company (or executed by Sellerdocumentation to effectuate such a removal that can be filed with the applicable bank after Closing) or holding a power of attorney in respect of an Acquired Company; provided that Buyer has delivered a written request to Seller at least three Business Days prior to the Closing specifying which of the foregoing it desires to have resign or be removed; (vf) the Tenant Notices duly executed by Seller; (vi) notice letters evidence, in form and substance reasonably satisfactory to the vendors under the Assumed Contracts duly executed by Seller; (vii) an affidavit Buyer, that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G attached hereto; (viiihas fulfilled its obligations under Section 6.08(a) the Assignment of Licenses, Permits, Warranties and General Intangibles duly executed by SellerSection 6.11(b); and (ixg) to a certificate, dated as of the extent in Closing Date, duly executed by the secretary or assistant secretary of Seller’s possession, attaching and certifying on behalf of Seller that (i) attached thereto are true and complete copies of the Space Leases which delivery may be satisfied by delivery Charter Documents of Seller and the Acquired Companies, (ii) attached thereto is a good standing certificate (or its equivalent) for Seller and the Acquired Companies from the secretary of state of the on-site property management office at the Property. (b) With State of Delaware, and with respect to the transactions contemplated hereunder: Acquired Companies, from the secretary of state of the State of Mississippi, and (iiii) all transfer tax returns to attached thereto is a copy of the extent required by law resolutions of the Board of Managers of Seller approving the terms and provisions of this Agreement and the regulations issued pursuant thereto in connection with other Transaction Documents and the payment execution and performance of all state or local real property transfer taxes that are payable or arise as a result of this Agreement and the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller; and (ii) a Closing Statement duly executed other Transaction Documents by Seller.

Seller Closing Deliveries. At Closing, Seller shall deliver deliver, or cause to be delivered, to Escrow Agent, each of the following documents items: 6.2.1 A duly executed and acknowledged special warranty deed (the "Deed") in the form attached as Exhibit B to Purchaser, subject to the Escrow Agent on or before the Closing Date:Permitted Exceptions. (a) With respect to the Asset: (i) the Deed 6.2.2 A duly executed by Seller; (ii) the Assignment of Leases duly executed by Seller; (iii) a xxxx of sale substantially in the form attached hereto as Exhibit C, transferring to Purchaser all of Seller's right, title and interest in and to the Personal Property, Inventory, Consumables and Operating Equipment; 6.2.3 A duly executed by Seller Liquor License Agreement; 6.2.4 A duly executed assignment and assumption agreement in substantially the form attached hereto as Exhibit D (the "Assignment and Assumption Agreement"), whereby Seller conveys and transfers to Purchaser all of Exhibit F attached heretoSeller's right, relating title and interest in, to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to under the Property and used solely in connection with the operation of the Property (but not including items owned or leased by tenantsBookings, the Property ManagerContracts, or which are leased by Seller or any the Leases, the Permits (other than Excluded Permits), the Hotel Books and Records, and the Miscellaneous Property Assets), and Purchaser assumes the Assumed Obligations thereunder; 6.2.5 The originals, or, if not reasonably available, copies of all Permits (ivother than Excluded Permits) and material governmental approvals in the Assignment possession of Contracts duly executed by Seller, if any, including, without limitation, the current certificates of occupancy for the Improvements. The location of such items at the Hotel on the Closing Date shall constitute delivery to Purchaser; (v) the Tenant Notices duly executed by Seller; (vi) notice letters to the vendors under the Assumed Contracts duly executed by Seller; (vii) an 6.2.6 An affidavit certifying that Seller is not a “"foreign person” " within the meaning of the Foreign Investment Code, that the transaction contemplated hereby does not constitute a disposition of a United States real property interest by a foreign person, and that, at Closing, Seller will not be subject to the withholding requirements of Section 1445 of the Code; 6.2.7 The originals, or, if not reasonably available, copies, of the Property Contracts, Hotel Books and Records, Leases and other Miscellaneous Hotel Assets (to the extent not specifically referred to above and to the extent the same are of a nature that are capable of being physically delivered at Closing) that are in Real Property Tax Act written format and are in Seller's possession; provided, however, that the existence of 1980such contracts, records and leases at the Hotel on the Closing Date shall constitute delivery of Purchaser, provided Purchaser is advised of the location thereof; 6.2.8 As soon as amendedpracticable after the Closing, Seller shall deliver to Purchaser (if not then located in substantially the Improvements) all combinations to safes, keys, codes and passcards relating to the operation of the Hotel and forming part of the Personal Property. The location of such items at the Hotel on the Closing Date shall constitute delivery to Purchaser; 6.2.9 A duly executed Hotel management agreement in the form of attached hereto as Exhibit G attached heretoE (the "Hotel Management Agreement") executed by Manager; (viii) the Assignment of Licenses, Permits, Warranties and General Intangibles 6.2.10 A duly executed by settlement statement reflecting adjustments and prorations as required under this Contract (the "Settlement Statement"); 6.2.11 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller's authority to consummate this transaction; and 6.2.12 A closing certificate from Seller (ixthe "Seller's Update Certificate") to reaffirming Seller's Representations in accordance with Section 8.1.3. 6.2.13 A duly executed consent from Xxxxxxx Hole Mountain Resort Corporation regarding certain access rights substantially in the extent in Seller’s possession, copies form attached hereto as Exhibit F. 6.2.14 A duly executed assignment and consent of Seller of the Space Leases which delivery may be satisfied by delivery Management Agreement of the on-site property management office Residences at Snake River Lodge & Spa Owners Association in the Property. (b) With respect form and substance agreed to the transactions contemplated hereunder: (i) all transfer tax returns to the extent required by law Purchaser and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller; and (ii) a Closing Statement duly executed by Seller.

Seller Closing Deliveries. (a) Seller shall deliver the following documents to the Escrow Agent on or before the Closing Dateat Closing: (ai) With with respect to the Asset: (iA) a special warranty deed (a “Deed”) in substantially the Deed form of Exhibit E duly executed by Seller. In the event the legal description set forth in the updated survey differs from the legal description set forth on Schedule A attached hereto, Seller shall also execute and deliver to Buyer a quitclaim deed containing a legal description based upon such updated survey; (iiB) the an Assignment of Leases duly executed by Seller; (iiiC) a xxxx of sale (a “Xxxx of Sale”) duly executed by Seller in substantially the form of Exhibit F attached hereto, relating to all fixturesthe Personal Property, chattels, equipment and articles of Personal Property owned together with such documents as required by Seller which are currently located upon or attached Illinois law necessary to transfer title to the Property and used solely in connection with the operation of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets)van listed on Schedule B-1; (ivD) the an Assignment of Contracts duly executed by Seller; (vE) the Tenant Notices duly executed by Seller; such Tenant Notices shall be delivered by Buyer to each tenant and other such entity promptly following Closing; (vi) notice letters to the vendors under the Assumed Contracts duly executed by Seller; (viiF) an affidavit that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G attached hereto; (viiiG) Conforming Estoppels from (i) each of the Assignment Major Tenants and (ii) tenants which, together with the Major Tenants, occupy at least 85%, in the aggregate, of Licensesthe leased floor area in the Improvements (collectively, Permitsthe “Required Estoppels”); provided however, Warranties in the event that Seller is unable to deliver all of the Required Estoppels at the Closing, Seller shall have the right (in its sole and General Intangibles duly absolute discretion, with no obligation) to deliver certificates executed by SellerSeller substantially in the form attached as Exhibit A-2 hereto (the “Seller Estoppels”), which shall be dated as of the Closing Date and shall count towards the Required Estoppels; andprovided further that Seller shall not be entitled to deliver Seller Estoppels for the Major Tenants or for tenants occupying more than 10% of the leased floor area of the Improvements; and provided further that if at any time, on or after the Closing, Seller delivers a Conforming Estoppel with respect to a Space Lease for which Seller previously delivered a Seller Estoppel (a “Replacement Estoppel”), the Replacement Estoppel shall supersede and replace the Seller Estoppel and Seller shall have no further liability under the applicable Seller Estoppel. Buyer’s closing condition as set forth in this subparagraph shall be deemed satisfied and irrevocably waived by Buyer with respect to a Required Estoppel from a particular tenant if an estoppel certificate from such tenant has been delivered to Buyer and Buyer does not object in a written notice to Seller specifying Buyer’s objections to the form of such estoppel certificate within five Business Days after receipt thereof by Buyer; (ixH) to the extent in Seller’s possessioncopies and if available, copies originals of the Space Leases referred to in the Assignment of Leases, together with all guarantees thereof, any letters of credit issued with respect to such Space Leases, and all tenant files, tenant lists and tenant marketing information relating to the Property and all of the keys to doors or locks on the Property, which delivery may be satisfied by delivery of the on-site property management office at the PropertyProperty to the extent such items are locate therein; (I) a rent delinquency report updated to the date of Closing; (J) a settlement statement prepared by Seller setting forth the amounts paid by or on behalf of or credited to each of Buyer and Seller pursuant to this Agreement, together with such other information as may be provided by Buyer with respect to other expenses of Buyer which are being paid through the escrow established for Closing; (K) the seller certification and plat act affidavit required by the Title Company; and (L) the Management Agreement duly executed by Manager. (bii) With with respect to the transactions contemplated hereunder: (iA) such other assignments, instruments of transfer, and other documents as Buyer may reasonably require in order to complete the transactions contemplated hereunder or to evidence compliance by Seller with the covenants, agreements, representations and warranties made by it hereunder, in each case, duly executed by Seller; (B) a duly executed and sworn Secretary’s Certificate from Seller certifying that Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (C) an executed and acknowledged incumbency certificate from Seller certifying the authority of the officers of Seller to execute this Agreement and the other documents delivered by Seller to Buyer at the Closing; and (D) all transfer tax returns to the extent which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller; and. (iiiii) In the event any Asset Related Property is not assignable (such as a letter of credit that is not transferable), Seller shall use commercially reasonable efforts to provide Buyer, at no cost to Seller, with the economic benefits of such property by enforcing such property (solely at Buyer’s direction) for the benefit and at the expense of Buyer. The obligation so Seller under this subsection 6.2(a)(iii) shall survive the Closing Statement duly executed by Sellerfor so long as such property remains enforceable.

Seller Closing Deliveries. Seller shall deliver the following documents at Closing to the Escrow Agent on Buyer (or before the Closing Date:deposit such documents with Lexington Land Services of TX, LLC to be held in escrow and delivered to Buyer at Closing): (a) With respect to a special warranty deed (the Asset: (i“Deed”) the Deed duly executed by Seller; (ii) the Assignment of Leases duly executed by Seller; (iii) a xxxx of sale duly executed by Seller in substantially the form of Exhibit F attached hereto, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets); (iv) the Assignment of Contracts duly executed by applicable Seller; (vb) A water deed (the Tenant Notices duly executed by Seller; (vi“Water Deed”) notice letters to the vendors under the Assumed Contracts duly executed by Seller; (vii) an affidavit that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G attached heretoG, duly executed by applicable Seller; (viiic) a bill of sale (a “Bill of Sale”) duly executed by applicable Seller in substantially the form of Exhibit H attached hereto, transferring the FF&E, supplies, Inventories, and Accounts Receivable to Buyer; (d) the Assignment of Licenses, Permits, Warranties Contracts and General Intangibles Lxxxxx duly executed by applicable Seller; and, together with copies, and if available, originals of all contracts and agreements assigned thereby; (ixe) subject to Section 4.5, the Assignment of Hotel Management Agreement, duly executed by applicable Seller; (f) the Assignment of Intangible Property, duly executed by applicable Seller; (g) to the extent the Marriott Consent has been obtained by Buyer, the Assignment and Assumption of Golf Course Management Agreement, duly executed by applicable Seller; (h) all keys and keycards in Seller’s possession, copies and security and access codes to the Hotel, which may be left at the Hotel; (i) an IRS Form W-9 of Seller (or if Seller is not a regarded entity for U.S. federal income tax purposes, of Seller’s regarded owner); (j) the Title Affidavit duly executed by Sxxxxx and such other documents and instruments as may be reasonably requested by Title Company in order to consummate the transactions described in this Agreement; (k) evidence of the Space Leases which delivery may be satisfied by delivery termination of the on-site property management office at the Property.Operating Lease; (bl) With respect such other assignments, instruments of transfer, and other documents as Buyer may reasonably require in order to complete the transactions contemplated hereunder:, in each case, duly executed by Sxxxxx (provided the same do not increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein); (im) all transfer tax returns to the extent which are required by law and the regulations issued pursuant thereto Applicable Law in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by Seller, as applicable; (n) the Closing Statement for the Assets prepared and approved by Seller and Buyer and Buyer, consistent with the terms of this Agreement, duly executed by Seller; and (iio) a Closing Statement duly all other documents and instruments which are required to be delivered and/or executed by SellerSeller pursuant to the terms of this Agreement.

Seller Closing Deliveries. At the Closing, the Seller shall deliver deliver, or cause to be delivered to Buyer, the following documents to the Escrow Agent on or before the Closing Datefollowing, any of which, if not fulfilled may be waived by Buyer: (a) With respect to a Grant Deed (the Asset: (i) the Deed duly executed by Seller; (ii) the Assignment of Leases duly executed by Seller; (iii) a xxxx of sale “Deed”), duly executed by Seller and acknowledged (in substantially the same form of Exhibit F as that set forth in Schedule 7 attached hereto), relating conveying Seller's interest in each parcel of the Real Property to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon Buyer; (b) any plans or attached to specifications or drawings for the Property and used solely in connection with the operation each Build-Out Property, if any, original certificates of occupancy for the Property (but not including items owned and the originals of any other Permits and entitlements, and all keys, alarm codes, proximity and access cards, and passcards for the Property, all to the extent they are in the possession or leased by tenants, the Property Manager, or which are leased by control of Seller or any Excluded Assetsits property manager (if applicable); (ivc) To the Assignment extent the same are in Seller's possession, Seller shall deliver to Buyer, the original certificates of Contracts duly executed by Selleroccupancy for the Real Property and the originals of the other Permits, except to the extent the same are affixed at the Property; (vd) the Tenant Notices duly a certificate, in form and substance reasonably satisfactory to Buyer, executed by the Chief Executive Officer / Manager of the General Partner of the Seller, certifying that the conditions set forth in Sections 6.1(b), (d), and (e) have been satisfied; (vie) notice letters to a non-foreign affidavit (“FIRPTA Affidavit”) dated as of the vendors Closing Date, the form of which is attached hereto in Schedule 9, sworn under penalty of perjury and in form and substance required under the Assumed Contracts duly executed by Seller; (vii) an affidavit Treasury Regulations issued pursuant to Code Section 1445 stating that Seller is not a “foreign person” within the meaning of the Foreign Investment as defined in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G attached heretoCode Section 1445; (viiif) a certificate of the Assignment Secretary / Manager of Licensesthe General Partner of the Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the Manager of the General Partner of the Seller authorizing the execution, Permitsdelivery and performance of this Agreement and the other Transaction Documents and the consummation of the Transaction and the transactions contemplated by the Transaction Documents, Warranties and General Intangibles duly executed that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the Transaction and the transactions contemplated by Sellerthe Transaction Documents; and (ixg) copies of any books and records, intellectual property and related documentation and records of the Seller, or applicable portion thereof, that relate to the extent in Seller’s possession, copies ownership and operation of the Space Leases Property, and which delivery may be satisfied by delivery of the onare not attorney-site property management office at the Propertyclient privileged or proprietary. (b) With respect to the transactions contemplated hereunder: (i) all transfer tax returns to the extent required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller; and (ii) a Closing Statement duly executed by Seller.

Seller Closing Deliveries. Seller The Company, Principals and Sellers shall deliver have delivered to Buyer at Sellers' expense each of the following documents to the Escrow Agent on or before the Closing Date: (a) With respect to the Assetfollowing: (i) an Officer's Certificate of the Deed duly executed by SellerCompany, dated as of the Closing Date, stating that the conditions specified in Section 4(a) through (j), inclusive, have been fully satisfied; (ii) a certificate (dated not less than five business days prior to the Assignment Closing) of Leases duly executed by Seller;the Secretary of State of the State of Delaware as to the good standing of the Company in the State of Delaware, and certificates (dated not less than five business days prior to the Closing) of good standing as a foreign limited liability company in each jurisdiction in which the Company does business where qualification to do business is required. (iii) a xxxx copies of sale duly executed by Seller in substantially all agreements, filings, instruments and other documents evidencing the form of Exhibit F attached hereto, relating to all fixtures, chattels, equipment formation and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation organization of the Property (but not including items owned or leased by tenantsCompany as a limited liability company, the Property Manager, or which are leased by Seller or any Excluded Assets)all in form and substance reasonably satisfactory to Buyer and its counsel; (iv) such instruments of sale, transfer, assignment, conveyance and delivery, in form and substance reasonably satisfactory to counsel for Buyer, as are required in order to transfer to Buyer good and marketable title to the Assignment Interests, free and clear of Contracts duly executed by Sellerall Liens; (v) with respect to each of the Tenant Notices duly executed by Seller;real property leases listed on Schedule 6(k), an estoppel letter from the landlords listed on Schedule 6(k), in form and content reasonably satisfactory to Buyer, stating the following: (a) the copy of the lease or sublease, as applicable, attached to the estoppel letter is a true, correct and complete copy of the lease or sublease, and represents the entire agreement between the landlord and the Company; (b) the Company is not in breach or default under the lease or sublease and no event has occurred which, with notice or the passage of time, would constitute a breach or default, or permit termination, modification or acceleration under the lease or sublease; (c) the landlord has not (vi) notice letters to copies of the vendors under the Assumed Contracts duly executed by SellerConsents and any filings related thereto; (vii) an affidavit a duly executed certificate in the form prescribed by Treasury Regulations Section 1.1445-2(b)(2)(iii)(B) that no Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G attached hereto;; and (viii) the Assignment of Licenses, Permits, Warranties and General Intangibles duly executed by Seller; and (ix) to the extent in Seller’s possession, copies of the Space Leases which delivery may be satisfied by delivery of the on-site property management office at the Property. (b) With respect such other documents relating to the transactions contemplated hereunder: (i) all transfer tax returns to by the extent required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise Transaction Documents as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller; and (ii) a Closing Statement duly executed by Sellerreasonably requests.

Seller Closing Deliveries. Seller At the Closing, the Sellers shall deliver (or cause to be delivered) to Purchaser all of the following documents to the Escrow Agent on or before (dated as of the Closing Date:, unless otherwise indicated): (a) With an amendment, in form and substance reasonably acceptable to Purchaser and to PMA, to that certain Management Services Agreement, dated May 19, 2017 (the “MSA”), by and between PMA and NCTIC (the “MSA Amendment”), duly executed by PMA, which (i) provides that the term of the MSA shall end on the 180 day anniversary of the Closing Date, (ii) removes the compensatory provisions for PMA’s benefit set forth in Section 1.2(g) of the MSA, and (iii) adds a provision concerning limitation of liability in favor of PMA and NCTIC substantially similar to that contained in Section 10 of the Transition Services Agreement; (b) the Transition Services Agreement, duly executed by PMA; (c) the Escrow Agreement, duly executed by SFIC and the Escrow Agent; (d) certificates representing the NCTIC Shares (free and clear of all Liens), duly endorsed to Purchaser or accompanied by stock powers duly executed in blank by SFIC (as the holder thereof), and otherwise in form reasonably acceptable for transfer; (e) an assignment of membership interests in respect of the NCTG Interests in form and substance reasonably acceptable for transfer, duly executed by SFMA and PMA, transferring the NCTG Interests to Purchaser free and clear of all Liens; (f) the minutes books and the equity ledgers of each Company; (g) the written resignations, in form and substance reasonably acceptable to Purchaser, of the managers, directors and officers of the Companies (and of the other Acquired Entities, to the Asset:extent Sellers or the Companies are entitled to control the appointment and removal of any such managers, directors or officers of such other Acquired Entities), effective as of the Closing; (h) a duly executed IRS Form W-9 from each Seller; (i) payoff letters or releases with respect to all outstanding Debt of NCTG and NCTIC, dated as of the Deed Closing Date or within a reasonable period of time prior to the Closing Date, and all documentation necessary or desirable to obtain releases of all Liens related to such Debt, including appropriate UCC termination statements, in each case in form and substance reasonably acceptable to Purchaser (the “Payoff Letters”); (j) written invoices with respect to all of the Transaction Expenses, dated as of the Closing Date or within a reasonable period of time prior to the Closing Date (the “Invoices”); (k) the certificates referenced in Section 8.2(d); (l) certificates, duly executed by Seller; the secretary (or similar officer) of each Company, certifying as to (i) such Company’s Organizational Documents and the incumbency of its officers executing this Agreement and the other Transaction Documents (to the extent such Company is party thereto), (ii) the Assignment resolutions of Leases duly executed the board of directors (or similar governing body) of such Company authorizing the execution, delivery and performance by Sellersuch Company of this Agreement and the other Transaction Documents (to the extent such Company is party thereto), and (iii) the good standing or existence of such Company, together with (A) a certificate issued by the secretary of state of such Company’s state of incorporation or formation as of a recent date certifying such Company’s good standing or existence and (B) a certificate issued by the secretary of state in each state in which such Company is qualified or authorized to conduct business as a foreign corporation or entity as of a recent date certifying such Company’s qualification or authorization; (iii) a xxxx of sale duly executed by Seller in substantially the form of Exhibit F attached hereto, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets); (ivm) the Assignment of Contracts duly executed by Seller; consents set forth on Schedule 3.2(m) (v) the Tenant Notices duly executed by Seller; (vi) notice letters to the vendors under the Assumed Contracts duly executed by Seller; (vii) an affidavit that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amendedRequired Consents”), in substantially the form of Exhibit G attached hereto; (viii) the Assignment of Licenses, Permits, Warranties and General Intangibles duly executed by Sellersubstance reasonably acceptable to Purchaser; and (ixn) to such other documents as Purchaser may reasonably request for the extent in Seller’s possession, copies purpose of facilitating the Space Leases which delivery may be satisfied by delivery of the on-site property management office at the Property. (b) With respect to the transactions contemplated hereunder: (i) all transfer tax returns to the extent required by law and the regulations issued pursuant thereto in connection with the payment of all state performance or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller; and (ii) a Closing Statement duly executed by SellerTransactions.

Seller Closing Deliveries. At or prior to the Closing, the Seller shall deliver to Acquiror the following documents to the Escrow Agent on or before the Closing Date: (a) With respect to the Assetfollowing: (i) in respect of the Deed Target Shares, duly executed by Sellerand delivered share or unit certificates, as applicable, and share or unit power; (ii) a copy of the Assignment updated shareholder or member register of Leases duly executed by SellerTUH reflecting the Target Shares transferred and delivered to Acquiror or Acquiror’s designee pursuant to this Agreement; (iii) a xxxx of sale duly executed by Seller in substantially the form of Exhibit F attached hereto, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation copy of the Property resolutions (but not including items owned or leased action taken by tenantsunanimous written consent in lieu thereof) of the board of directors of the Seller approving the execution, delivery and performance of this Agreement and the Property ManagerRelated Agreements and the consummation of the Purchase, and a copy of the resolutions (or which are leased action taken by written consent in lieu thereof) of the stockholders of the Seller or any Excluded Assets)approving the execution, delivery and performance of this Agreement and the Related Agreements and the consummation of the Purchase; (iv) the Assignment of Contracts resignations duly executed by Sellereach director, officer or employee of the Acquired Companies included in Schedule A-2, as well as the revocation of powers of attorney, if any, granted to such resignees; (v) the Tenant Notices a duly executed by IRS Form W-8 from the Seller; (vi) notice letters to the vendors under the Assumed Contracts Convertible Note Instrument duly executed by the Seller; (vii) an affidavit that Seller is not a “foreign person” within the meaning of Cooperation Agreement duly executed by the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G attached heretoSeller; (viii) the Assignment of Licenses, Permits, Warranties and General Intangibles IP License Agreement duly executed by Seller Parent and TUM 1; (ix) the Module Operational Support Agreement duly executed by TUS; (x) the Trademark License Agreement duly executed by TUS and TUM 1; (xi) the Note Instrument duly executed by the Seller; (xii) the Polysilicon Supply Agreement duly executed by TUM 1 and TVNW; (xiii) the Registration Rights Agreement duly executed by the Seller; (xiv) Sales Agency Agreement duly executed by TUM 1 and TUS; (xv) the Solar Cells Supply Agreement duly executed by TUM 1 and XXX; and (ixxvi) to the extent in Seller’s possession, copies of the Space Leases which delivery may be satisfied by delivery of the on-site property management office at the Property. (b) With respect to the transactions contemplated hereunder: (i) all transfer tax returns to the extent required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and TUS Offtake Agreement duly executed by Seller; and (ii) a Closing Statement duly executed by SellerTUM 1 and TUS.

Seller Closing Deliveries. Seller shall deliver the following documents At or prior to the Escrow Agent on Closing, the Seller or before the Closing Date: (a) With respect NeoStem, as applicable, shall have delivered or cause to be delivered to the AssetPurchasers: (i) the Deed this Agreement, duly executed by Sellerthe Seller Parties; (ii) the Assignment of Leases a duly executed by certificate of the Chief Executive Officer of the Seller in his or her representative capacity, dated as of the Closing Date, certifying as to the Seller (A) that true and complete copies of the governing documents of such entity, as in effect on the Closing Date (including any amendments thereof), are attached thereto, (B) as to the incumbency and genuineness of the signatures of each officer executing this Agreement, and (C) as to the genuineness of the resolutions (attached as an exhibit thereto) of the Seller’s board of directors and the resolutions of its shareholder(s) (attached as an exhibit thereto), each authorizing and approving the execution, delivery and performance of this Agreement; (iii) a xxxx of sale duly executed by Seller certificate of the Chief Executive Officer of NeoStem in substantially his or her representative capacity, dated as of the form Closing Date, certifying as to NeoStem (A) that true and complete copies of Exhibit F the governing documents of such entity, as in effect on the Closing Date (including any amendments thereof), are attached heretothereto, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached (B) as to the Property incumbency and used solely genuineness of the signatures of each officer executing this Agreement, (C) as to the genuineness of the resolutions (attached as an exhibit thereto) of NeoStem’s board of directors authorizing the execution, delivery and performance of this Agreement, and (D) the approval by the shareholders of NeoStem in connection accordance with the operation Governing Documents of such entity and the Property (but not including items owned or leased by tenantsapplicable rules and regulations in the United States, authorizing and approving the Property Managerexecution, or which are leased by Seller or any Excluded Assets);delivery and performance of this Agreement; and (iv) evidence of release from the Assignment of Contracts duly executed Offshore Escrow Account or direct payment by Seller; (v) the Tenant Notices duly executed by Seller; (vi) notice letters Seller to the vendors under the Assumed Contracts duly executed by Seller; (vii) an affidavit that Seller is not a “foreign person” within the meaning Purchasers of the Foreign Investment in Real Property Tax Act of 1980Purchasers Excess Payment, as amendedif any, in substantially to an account designated by the form of Exhibit G attached hereto; (viii) Purchasers, subject to delivery by the Assignment of Licenses, Permits, Warranties and General Intangibles duly executed by Seller; and (ix) to the extent in Seller’s possession, copies Purchasers of the Space Leases which delivery may be satisfied by delivery of the on-site property management office at the Propertyitems set forth in Section 2.6(b)(ii)(a). (b) With respect to the transactions contemplated hereunder: (i) all transfer tax returns to the extent required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller; and (ii) a Closing Statement duly executed by Seller.

Seller Closing Deliveries. At or prior to the Closing, Seller shall deliver the following documents or cause to the Escrow Agent on or before the Closing Datebe delivered to Buyer, in each case in form and substance reasonably satisfactory thereto: (a) With respect to the Asset: duly executed counterparts of (i) the Deed duly executed by Seller; (ii) the Assignment of Leases duly executed by Seller; (iii) a xxxx of sale and (ii) an Assignment and Assumption Agreement (the “Assignment Documents”); (b) assignment(s) providing for the assignment to Buyer of the Business Intellectual Property, including any domain names, duly executed by Seller in substantially (the form of Exhibit F attached hereto, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets“IP Assignment Documents”); (ivc) the Assignment of Contracts duly executed counterpart copies of a Consent, Waiver and Release Agreement by Sellerand among Buyer and certain of the stockholders of Seller (collectively, the “Releasees”), each in a form acceptable to Buyer; (vd) a certificate of good standing of Seller, dated as of the Tenant Notices duly executed by Sellermost recent practicable date from the Secretary of State of Delaware; (vie) notice letters to all requisite resolutions or actions approving the vendors under the Assumed Contracts duly executed by Seller; (vii) an affidavit that Seller is not a “foreign person” within the meaning sale of the Foreign Investment Purchased Assets, including, without limitation, (i) a validly-executed and duly-adopted unanimous written action of the stockholders, authorizing and approving the transactions contemplated hereby, (ii) a validly-executed and duly-adopted written action of the Board of Directors of Seller, authorizing and approving the transactions contemplated hereby, and (iii) a joint written action of the requisite number of Directors and stockholders, authorizing and approving a change in Real Property Tax Act Seller’s name to a name acceptable to Buyer and terminating Seller’s trade name reservations, together with such executed documents as shall be required to change Seller’s name and terminate such trade name reservations (and appointing Buyer as Seller’s attorney-in-fact for the purpose of 1980, as amended, in substantially the form of Exhibit G attached hereto; (viii) the Assignment of Licenses, Permits, Warranties and General Intangibles duly executed by Sellerfiling such documents with appropriate governmental authorities); and (ixf) to certificates of title for all equipment and any other Purchased Asset the extent in Seller’s possession, copies ownership of the Space Leases which delivery may be satisfied is evidenced by delivery a certificate of the on-site property management office at the Property. (b) With respect to the transactions contemplated hereunder: (i) all transfer tax returns to the extent required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreementtitle, in each case, as prepared by Seller and Buyer and case duly executed by Seller; and (ii) a Closing Statement duly executed by Sellerendorsed for transfer to Buyer.

Seller Closing Deliveries. Seller shall deliver has delivered the following documents to the Escrow Agent on or before the Closing DateAgent: (a) With respect to the AssetAssets: (i) a deed with respect to each Property (each, a “Deed”) in substantially the Deed form of Exhibit G-1 and Exhibit G-2 attached hereto duly executed by Seller; (ii) the Assignment of Leases for Property duly executed by Seller; (iii) a xxxx of sale duly executed by Seller in substantially the form of Exhibit F H attached hereto, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets); (iv) the Assignment of Contracts for the Property duly executed by Seller; (v) the Tenant Notices for the Property duly executed by Seller; (vi) notice letters to the vendors under the Assumed Contracts duly executed by Seller; (vii) an affidavit that Seller is not a “foreign person” within the meaning of Section 1445 of the Foreign Investment in Real Property Tax Act of 1980, as amendedCode, in substantially the form of Exhibit G I attached hereto; (viiivii) the Assignment of Licenses, Permits, Warranties and General Intangibles for the Property duly executed by Seller; (viii) evidence of the termination of the Existing Management Agreement with respect to the Property; and (ix) to the extent in Seller’s possession, copies of the Space Leases referred to in the Assignment of Leases, which delivery may be satisfied by delivery outside of the on-site property management office escrow, at the PropertyProperty or at the office where such files are located or otherwise by mutual agreement between Buyer and Seller. (b) With respect to the transactions contemplated hereunder:, (i) all transfer tax returns to the extent required Transfer Tax Forms duly executed by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each caseSeller, as prepared applicable; (ii) the Closing Statement duly executed by Seller and Buyer and duly Seller; (iii) a counterpart of each Disclosure executed by Seller; and (iiiv) a Closing Statement duly executed if and to the extent requested by SellerTitle Company, an owner’s title affidavit substantially in the form attached hereto as Exhibit J (as may be modified to reflect any factual matters existing at the Property).

Seller Closing Deliveries. The Seller shall deliver the following documents to the Escrow Agent on or before the Closing Dateat Closing: (a) With with respect to the Asset: (i) a grant deed (a “Deed”) in substantially the Deed form of Exhibit C attached hereto, duly executed by the Seller; (ii) a bxxx of sale (a “Bxxx of Sale”) duly executed by the Seller in substantially the form of Exhibit D hereto, transferring the FF&E, Supplies, Inventories, and Accounts Receivable to Buyer; (iii) the Assignment of Leases duly executed by the Seller; (iii) , together with a xxxx of sale duly executed by Seller in substantially the form of Exhibit F attached heretocopies, relating to all fixturesand if available, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation originals of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets)Tenant Leases referred to in such assignment; (iv) the Assignment of Contracts duly executed by the Seller, together with copies, and if available, originals of all contracts and agreements assigned thereby; (v) a general assignment of the Tenant Notices Licenses and Permits and Intangible Property (the “Assignment of Intangibles”) duly executed by Seller;Seller in substantially the form of Exhibit E hereto. (vi) notice letters all keys, keycards, security and access codes to the vendors under the Assumed Contracts duly executed by SellerProperty; (vii) an affidavit that the Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G F attached hereto; (viii) a California Form 593-C Real Estate Withholding Certificate; (ix) a closing statement prepared and approved by Seller and Buyer, consistent with the Assignment terms of Licensesthis Agreement; (x) all books and receipts in Seller’s possession relating to the ownership, Permits, Warranties operating and General Intangibles duly executed by Sellermanagement of the Hotel; and (ixxi) the title affidavits and documents referred to in Section 8.5; (xii) the extent in SellerManager’s possessionEstoppel (provided that, copies of that the Space Leases which delivery may be satisfied by delivery of Buyer’s Manager SNDA shall satisfy this delivery); (xiii) the on-site property management office at the Property.Lease Termination Notices if requested and provided pursuant to Section 3.4(f); (xiv) a Tenant Estoppel from Victoria’s Secret or a VS Seller Estoppel; and (b) With with respect to the transactions contemplated hereunder: (i) a duly executed and sworn officer’s certificate from the Seller certifying that the Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (ii) an executed and acknowledged incumbency certificate from the Seller certifying the authority of the officers of the Seller to execute this Agreement and the other documents delivered by the Seller to the Buyer at the Closing; and (iii) all transfer tax returns to the extent which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller; and (ii) a Closing Statement duly executed by the Seller.

Seller Closing Deliveries. Seller shall deliver (or cause to be delivered) at Closing (x) possession of the Assets subject only to the Permitted Exceptions (including the Leases) and (y) the following documents to the Escrow Agent on or before the Closing Date:Date (or to Escrow Agent at least one Business Day before Closing with respect to the documents to be recorded): (a) With respect to the AssetAssets: (i) A special warranty deed in the Deed form of Exhibit E (the “Deed”) duly executed by SellerXxxxxx and acknowledged; (ii) the Assignment of Leases for the Property duly executed by SellerXxxxxx; (iii) a xxxx bill of sale duly executed by Seller in substantially the form of Exhibit F attached hereto, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets)Property; (iv) if there are any Assumed Contracts, the Assignment of Contracts for the Property duly executed by SellerXxxxxx; (v) the Tenant Notices duly executed Rent Roll (including the schedule of Security Deposits and Fees) dated not earlier than three (3) Business Days prior to the Closing Date certified by SellerSeller in accordance with Section 3.2(b); (vi) notice letters to the vendors under Tenant Notices for the Assumed Contracts Property duly executed by SellerXxxxxx; (vii) an affidavit that Seller is not a “foreign person” within the meaning of Section 1445 of the Foreign Investment in Real Property Tax Act of 1980, as amendedCode, in substantially the form of Exhibit G attached hereto; (viii) the Assignment of Licenses, Permits, Warranties and General Intangibles for the Property duly executed by Xxxxxx; (ix) the Seller Escrow Holdback Agreement duly executed by Seller; and; (ixx) evidence of the termination of the Excluded Contracts, Existing Management Agreement with respect to the extent Property, Affiliate Agreements and all leasing and brokerage agreements to which Seller is a party or which would be binding on Buyer or the Property with respect to the Property; (xi) copies of the Leases referred to in Seller’s possessionthe Assignment of Leases and the Security Deposits and Fees records and lease files and related correspondence with respect thereto (including originals of all guaranties and letters of credit, endorsed or assigned to Buyer, as applicable), copies of the Space Leases Assumed Contracts, all maintenance records and operating manuals pertaining to the Property in Seller’s possession and control, the Plans and Specifications, the Warranties, the Permits, all keys, combinations, access codes or cards, and similar items to the Property in Seller’s or Property Manager’s possession and control, all Permits and all other property files, in each case which delivery may be satisfied by delivery outside of escrow, at the Property or at the on-site property management office at the Property; (xii) a certificate duly executed by Seller certifying that all of the representations and warranties of Seller set forth in this Agreement are true and correct and remade on and as of the Closing Date in the form attached as Exhibit H-2; (xiii) a Real Estate Transfer Tax Affidavit of Compliance Form; (xiv) such disclosures and reports and transfer/stamp tax forms as are required by applicable state and local law in connection with the conveyance of real property; (xv) a tax clearance certificate from the Arkansas Department of Finance and Administration (including, without limitation, execution of the Authorization for Release of Tax Information or other required information to obtain such certificate) dated no more than 30 days prior to closing; (xvi) the Title Affidavit; (xvii) any additional documents that Title Company or Escrow Agent may reasonably require for the proper consummation of the transaction contemplated by this Agreement; (xviii) the existing records of Seller and its management company relating to prospective renters, which shall include the name, contact information and details of all current prospects in the rental pipeline); and (xix) the Service Mark License Agreement duly executed by STRATEGIC ASSET MANAGEMENT I, LLC, a Delaware limited liability company (“XXX”). (b) With respect to the transactions contemplated hereunder:, (i) a duly executed and sworn officer’s certificate from Seller certifying that Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; the organizational documents of Seller; a good standing issued by the Secretary of State of Delaware for Seller, statement of authority issued by the Secretary of State of Arkansas for Seller, each of a recent date; and such other evidence of the existence, good standing and authority of Seller as the Title Company may reasonably require; (ii) an executed and acknowledged incumbency certificate from Seller certifying the authority of the officers of Seller to execute this Agreement and the other documents delivered by Seller to the Buyer at the Closing; (iii) all applicable transfer tax returns and forms to the extent required by law and the regulations issued pursuant thereto Applicable Law in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer Xxxxx and duly executed by Seller; and (iiiv) a the Closing Statement duly executed by SellerXxxxxx.

Seller Closing Deliveries. On the Closing Date, Seller shall deliver to Purchaser the following documents and instruments with respect to the Escrow Agent Property (collectively, "Seller's Closing Deliveries"), duly executed by Seller, acknowledged where appropriate and otherwise in form and content reasonably satisfactory to Purchaser's counsel. Seller, not later than fifteen (15) days prior to the Closing Date, shall deliver to Purchaser's counsel, for approval thereby, draft photocopies of Seller's Closing Deliveries: (a) a general warranty deed for the Property (the "Deed"), which shall be in proper statutory form for recording, subject only to the matters permitted hereby, so as to convey to Purchaser fee simple title to the Property as provided herein; (b) a xxxx of sale conveying the Personal Property. (c) an Assignment and Assumption of Leases, assigning the Leases in effect as of Closing and any new leases entered into in accordance with the terms of this Agreement, together with (i) copies of such Leases, and (ii) a Notice to Tenants in form and substance approved by Purchaser. (d) a listing of the security deposit obligations (including a breakdown of statutory interest accrued thereon) of Landlord pursuant to the Leases, certified as true, correct and complete by an officer of Seller. (e) a Certificate of Seller with respect to (i) prepaid rents held by Seller with respect to the Property, and (ii) those tenants in arrears with respect to the payment of rent and other amounts payable under the Leases ("Delinquent Rents"), certified as true, correct and complete by an officer of Seller. (f) copies of all contracts relating to the Property, if any, which Purchaser has agreed to assume, together with an assignment of such contracts to Purchaser. (g) an assignment of all transferable warranties and guarantees then in effect, if any, with respect to the improvements located on the Property or any repairs or renovations to such improvements and Personal Property being conveyed hereunder. (h) All books and records at the Property held by or for the account of Seller, including without limitation, plans and specifications and lease applications, as available. (i) an affidavit of title, certified by Seller, and such documents and instruments in respect of Seller's authority to sell the Property (including, without limitation, resolutions, incumbency certificate(s) and a certificate of good standing from the state of Seller's incorporation and any entity signing any of Seller's Closing Deliveries), in the form customarily required by title insurance companies in the State of Connecticut. (j) a nonforeign affidavit sufficient for the purposes of establishing and documenting the nonforeign affidavit exemption described in Section 1445 of the Internal Revenue Code (the "FIRPTA Affidavit). (k) completed conveyance tax returns for the Property in the form required by the applicable governmental authority. (l) an indemnification agreement pursuant to which Seller shall represent and warrant to Purchaser that (i) all costs and expenses relating to the ownership and operation of its Property arising prior to the Closing Date have been paid in full, and (ii) that all service contracts for the applicable Property (other than those contracts listed on Exhibit D and approved by Purchaser or contracts that can be canceled upon thirty (30) days notice without the necessity of payment of any termination penalty or premium) have been terminated on or before the Closing Date:, and by which such Seller shall indemnify and hold Purchaser harmless from and against all loss, cost and expenses arising by reason of a breach of such representations and warranties. (a) With respect to the Asset: (i) the Deed duly executed by Seller; (ii) the Assignment of Leases duly executed by Seller; (iiim) a xxxx of sale duly executed by Seller rent roll for the Property, in substantially the form of Exhibit F the rent roll attached hereto, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation dated as of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets); (iv) the Assignment of Contracts duly executed by Seller; (v) the Tenant Notices duly executed by Seller; (vi) notice letters to the vendors under the Assumed Contracts duly executed by Seller; (vii) an affidavit that Seller is not a “foreign person” within the meaning first day of the Foreign Investment calendar month in Real Property Tax Act which the Closing occurs, together with a certification of 1980, as amended, in substantially Seller with respect to any changes to such rent roll from the form of Exhibit G attached hereto; (viii) the Assignment of Licenses, Permits, Warranties and General Intangibles duly executed by Seller; and (ix) to the extent in Seller’s possession, copies of the Space Leases which delivery may be satisfied by delivery of the on-site property management office at the Propertydate thereof. (bn) With respect to an Assignment of Declarant Rights, assigning Seller's declarant rights under the transactions contemplated hereunder:Condominium declaration, bylaws and other documents. (io) all transfer tax returns such additional instruments, agreements and other documents as may be necessary or convenient in order to effectuate the extent required by law and the regulations issued pursuant thereto in connection with the payment provisions of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller; and (ii) a Closing Statement duly executed by Seller.

Seller Closing Deliveries. Seller shall deliver the following documents As of or prior to the Escrow Agent on or before the Closing Date: , Seller will deposit with Escrow Agent the following items (a) With respect to collectively, the Asset:"Seller Closing Documents"): (i) a special warranty deed (the Deed duly "Deed"), in the form attached to this Agreement as Exhibit A, executed and acknowledged by Seller, conveying to Buyer or Buyer's permitted assignee or assignees, the Land and the Improvements subject only to the Permitted Exceptions, which Deed shall be recorded by Escrow Agent in the official records of Bexar County on the Closing Date; (ii) a xxxx of sale, in the Assignment of Leases duly form attached to this Agreement as Exhibit B, executed by Seller; (iii) a xxxx counterpart of sale duly executed by Seller an assignment and assumption of the Leases and Rents, in substantially the form of Exhibit F attached hereto, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to this Agreement as Exhibit C (the Property and used solely in connection with the operation of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets); (iv) the "Assignment of Contracts duly Leases"), executed by Seller; (iv) notices to each tenant of the Property, in a form approved by Buyer, which approval shall not be unreasonably withheld (the "Notice to Tenants"), which Seller shall sign along with Buyer, notifying each tenant of the transfer of the Property and advising each tenant as to future payment of rent and that Buyer has assumed exclusive responsibility for Deposits made by such tenant; (v) a counterpart of an assignment and assumption agreement, in the Tenant Notices duly form attached to this Agreement as Exhibit D (the "Assignment and Assumption Agreement"), executed by Seller; (vi) notice letters a quit claim assignment of the General Contractor's right, title and interest in all subcontracts relating to the vendors under Improvements, and any assignable Guaranties (collectively, the Assumed Contracts duly "Subcontracts"), in the form attached to this Agreement as Exhibit E, executed by the General Contractor; provided, however, that neither Seller nor the General Contractor makes any representation or warranty concerning the assignability of any such Subcontracts and no warranties or guaranties are being provided by Seller or any Related Entity; (vii) an update to the Rent Roll dated as of a date not earlier than three Business Days prior to the Closing Date; (viii) such documents as Escrow Agent or Title Company may reasonably require to (a) establish the authority of Seller to complete the transfer of the Property contemplated by this Agreement, or (b) deliver the Title Policy contemplated by this Agreement; (ix) the letter in the form attached hereto as Exhibit G, executed by Seller; (viix) an affidavit affidavit, dated as of the Closing Date and executed by an appropriate representative of Seller under penalty of perjury, stating that Seller is not a “foreign person” within the meaning person with respect to whom withholding is required under Section 1445 of the Foreign Investment in Real Property Tax Act Internal Revenue Code of 19801986, as amended, in substantially the form of Exhibit G attached hereto; (viiixi) a closing statement; (xii) notices to each vendor under an Assumed Contract, in a form provided by Buyer and approved by Seller, which approval shall not be unreasonably withheld ("Notices to Vendors"), which Seller shall sign along with Buyer, notifying the Assignment vendor of Licensesthe transfer of the Property and the assignment of the Assumed Contact, Permitsand advising the vendor as to future performance under the Assumed Contract; (xiii) a certificate, Warranties dated as of the Closing Date and General Intangibles duly executed by an appropriate representative of Seller, stating that all representations and warranties made in Section 9(a) are true and correct in all material respects on the Closing Date, except representations and warranties with respect to the Rent Roll (which will be supplanted by the rent roll delivered at the Closing) and except as set forth in Section 5(e); and (ixxiv) to the extent in Seller’s possessionrequired, copies of state, county and local transfer declarations (the Space Leases which delivery may be satisfied by delivery of the on-site property management office at the Property"Tax Declarations"). (b) With respect to the transactions contemplated hereunder: (i) all transfer tax returns to the extent required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller; and (ii) a Closing Statement duly executed by Seller.

Seller Closing Deliveries. Seller shall deliver at Closing (x) possession of the Assets subject only to the Permitted Exceptions (including the Leases) and (y) the following documents to the Escrow Agent on or before the Closing Date:Date (or to Escrow Agent at least one Business Day before Closing with respect to the documents to be recorded): (a) With respect to the AssetAssets: (i) A special warranty deed in the Deed form of Exhibit E (the “Deed”) duly executed by SellerXxxxxx and acknowledged; (ii) the Assignment of Leases for the Property duly executed by SellerXxxxxx; (iii) a xxxx bill of sale duly executed by Seller in substantially the form of Exhibit F attached hereto, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets)Property; (iv) if there are any Assumed Contracts, the Assignment of Contracts for the Property duly executed by SellerXxxxxx; (v) the Tenant Notices duly executed Rent Roll (including the schedule of Security Deposits) dated not earlier than three (3) Business Days prior to the Closing Date certified by SellerSeller in accordance with Section 3.2(b); (vi) notice letters to the vendors under Tenant Notices for the Assumed Contracts Property duly executed by SellerXxxxxx; (vii) an affidavit that Seller is not a “foreign person” within the meaning of Section 1445 of the Foreign Investment in Real Property Tax Act of 1980, as amendedCode, in substantially the form of Exhibit G attached hereto; (viii) the Assignment of Licenses, Permits, Warranties and General Intangibles for the Property duly executed by Seller; and; (ix) evidence of the termination of the Existing Management Agreement with respect to the extent Property, Affiliate Agreements, Contracts (other than Assumed Contracts) and all leasing and brokerage agreements to which Seller is a party or which would be binding on Buyer or the Property with respect to the Property, together with evidence of full payment of termination fees or penalties due thereunder, if any; (x) copies of the Leases referred to in Seller’s possessionthe Assignment of Leases and the Security Deposits records and lease files and related correspondence with respect thereto (including originals of all guaranties and letters of credit, endorsed or assigned to Buyer, as applicable), copies of the Space Leases Assumed Contracts, all maintenance records and operating manuals pertaining to the Property in Seller’s possession and control, the Plans and Specifications, the Warranties, the Permits, all keys, combinations, access codes or cards, and similar items to the Property in Seller’s or Property Manager’s possession and control, all Permits and all other property files, in each case which delivery may be satisfied by delivery outside of escrow, at the Property or at the on-site property management office at the Property; (xi) a certificate duly executed by Seller certifying that all of the representations and warranties of Seller set forth in this Agreement are true and correct and remade on and as of the Closing Date in the form attached as Exhibit H-2; (xii) a Real Estate Transfer Tax Affidavit of Compliance Form; (xiii) such disclosures and reports and transfer/stamp tax forms as are required by applicable state and local law in connection with the conveyance of real property; (xiv) a tax clearance certificate from the Arkansas Department of Finance and Administration (including, without limitation, execution of the Authorization for Release of Tax Information or other required information to obtain such certificate) dated no more than 30 days prior to closing; (xv) the Title Affidavit; (xvi) any additional documents that Title Company or Escrow Agent may reasonably require for the proper consummation of the transaction contemplated by this Agreement; (xvii) the existing records of Seller and its management company relating to prospective renters, which shall include the name, contact information and details of all current prospects in the rental pipeline); and (xviii) the Service Mark License Agreement duly executed by Seller. (b) With respect to the transactions contemplated hereunder:, (i) a duly executed and sworn officer’s certificate from Seller certifying that Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; the organizational documents of Seller; a good standing issued by the Secretary of State of Delaware for Seller, statement of authority issued by the Secretary of State of Arkansas for Seller, each of a recent date; and such other evidence of the existence, good standing and authority of Seller as the Title Company may reasonably require; (ii) an executed and acknowledged incumbency certificate from Seller certifying the authority of the officers of Seller to execute this Agreement and the other documents delivered by Seller to the Buyer at the Closing; (iii) all applicable transfer tax returns and forms to the extent required by law and the regulations issued pursuant thereto Applicable Law in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer Xxxxx and duly executed by Seller; and (iiiv) a the Closing Statement duly executed by SellerXxxxxx.

Seller Closing Deliveries. The Seller shall deliver the following documents to at Closing (the Escrow Agent on or before the “Seller Closing Date:Documents”): (a) With with respect to the each individual Asset: (i) a special warranty deed (a “Deed”) in substantially the Deed forms of Exhibit C attached hereto, for each respective Property, duly executed by the Seller; (ii) a xxxx of sale (a “Xxxx of Sale”) duly executed by the Seller in substantially the form of Exhibit D hereto, transferring the FF&E, Supplies, Inventories, and Accounts Receivable to the Buyer; (iii) the Assignment of Leases duly executed by the Seller; (iii) a xxxx of sale duly executed by Seller in substantially the form of Exhibit F attached hereto, relating to all fixturestogether with copies, chattelsand if available, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation originals of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets)Tenant Leases referred to in such assignment; (iv) the Assignment of Contracts duly executed by the Seller, together with copies, and if available, originals of all contracts and agreements assigned thereby; (v) an assignment from MeriStar Mezzanine Borrower SPE, LLC (successor to MeriStar Sub 5E LLC) to the Tenant Notices duly executed by SellerHilton Buyer of its interest, if any, in any trade names relating to the Hilton Property, in the form of Exhibit L hereto; (vi) notice letters to a general assignment and assumption of the vendors under Licenses and Permits and Intangible Property (the Assumed Contracts “Assignment of Intangibles”) duly executed by Seller;the Seller in substantially the form of Exhibit E hereto. (vii) all keys and keycards in the Seller’s possession, security and access codes to the Property; (viii) an affidavit that the Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G F attached hereto; (viiiix) a certificate of Seller substantially in the form of Exhibit J (“Seller’s Representation Certificate”) that the representations and warranties of Seller set forth in Sections 3.1 and 3.2 hereof are true and correct in all material respects as of the Closing Date (except where such representations or warranties are made as of a specific date), subject to changes occurring in accordance with this Agreement disclosed in such certificate (and nothing in this Section 6.2(a)(ix) shall be in derogation of the condition set forth in Section 5.2(a) hereof) (x) the Assignment Closing Statement; (xi) all books and receipts in the Seller’s possession relating to the ownership, operating and management of Licenses, Permits, Warranties the Hotel; (xii) the title affidavits and General Intangibles duly executed documents referred to in Section 8.4; (xiii) written notice from Seller to each tenant under the Tenant Leases in substantially the form attached hereto as Exhibit H; (xiv) any estoppel certificates received by Seller, with Seller hereby agreeing to use commercially reasonable efforts to obtain estoppel certificates from each of the tenants listed on Schedule 6.2(a)(xiv) hereof, in a form reasonably satisfactory to the Buyer; andprovided that the delivery of any such estoppel certificates shall not be a condition to Buyer’s obligation to close hereunder; (ixxv) a certificate of Seller certifying to the extent in Seller’s possession, copies all Advance Deposits held by Seller as of the Space Leases which delivery may be satisfied Closing Date; (xvi) certificates of title and/or other evidence required by delivery applicable law to duly transfer title to Buyer for any vehicles owned by Seller and used in connection with the Property; (xvii) any applicable Bulk Sales notice required by applicable law with respect to sale of the on-site property management office Crowne Plaza Property; (xviii) any documents that Seller is required to deliver under Section 4.3 hereof with respect to liquor licenses; (xix) a termination of the Lease identified in the Memorandum of Lease dated September 24, 2003 by and between MeriStar Columbia Owner SPE, LLC and MeriStar CMBS Lessee Two, LLC, recorded June 1, 2004 in the land records of Xxxxxx County, Maryland in Liber 8367, at the Propertyfolio 235. (b) With with respect to the transactions contemplated hereunder: (i) a duly executed and sworn officer’s certificate from the Seller certifying that the Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (ii) an executed and acknowledged incumbency certificate from the Seller certifying the authority of the officers of the Seller to execute this Agreement and the other documents delivered by the Seller to the Buyer at the Closing; and (iii) all transfer tax returns to the extent which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this AgreementAgreement as provided in Section 9.1 hereof, in each case, as prepared by Seller and Buyer and duly executed by Seller; and (ii) a Closing Statement duly executed by the Seller.

Seller Closing Deliveries. Seller At Closing, Sellers shall deliver to Purchaser all of the following agreements, documents and instruments in a form reasonably satisfactory to the Escrow Agent on or before the Closing Date: Purchaser: (a) With respect to the Asset: (i) the Deed duly executed by Seller; (ii) the Assignment of Leases duly executed by Seller; (iii) a xxxx of sale for all of the Transferred Assets, duly executed by Seller Sellers in substantially form attached hereto as Exhibit B and possession and control of all of the Transferred Assets; (b) an assignment of all Assumed Liabilities and Purchaser’s assumption thereof in form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”) duly executed by Sellers; (c) a waiver and mutual release agreement, duly executed by the Company (the “Waiver and Release”) in form attached hereto as Exhibit D; (d) evidence that all Liens on the Transferred Assets have been released and that all consents and notices required in the reasonable opinion of Exhibit F attached hereto, relating Purchaser to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon be obtained or attached to the Property and used solely given in connection with the operation consummation of the Property Transactions have been obtained or given; (but not including items owned or leased by tenantse) possession of the Records; (f) evidence of acceptance of termination of the Terminated Agreements required pursuant to Section 5.6, the Property Manager, or which are leased by Seller or any Excluded Assets); (iv) the Assignment of Contracts in form attached hereto as Exhibit E duly executed by the Company; (g) a Secretary’s Certificate of each Seller attesting to the articles, bylaws, or similar instrument and good standing of such Seller; (v) , incumbency of its officers, authorization of the Tenant Notices execution of this Agreement and the Transactions, duly executed by the Secretary or Assistant Secretary of such Seller; ; (vih) notice letters to evidence that all Liabilities, excluding the vendors under IEL Loan, of any Affiliate in the Assumed Contracts HIFU Business have been paid in full; (i) the IEL Assumption Agreement duly executed by Seller; Imaging Equipment Limited and Misonix Ltd.; (viij) an affidavit that Seller is not a assignment of all Intellectual Property rights described in Section 2.1(a), including an assignment of Intellectual Property (“foreign person” within the meaning of the Foreign Investment in Real Intellectual Property Tax Act of 1980Assignment”), as amended, in substantially the form of Exhibit G attached hereto; (viii) the Assignment of Licenses, Permits, Warranties and General Intangibles duly executed by Sellerthe Company in form attached hereto as Exhibit F; and (ix) to the extent in Seller’s possession, copies of the Space Leases which delivery may be satisfied by delivery of the on-site property management office at the Property. (b) With respect to the transactions contemplated hereunder: (i) all transfer tax returns to the extent required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller; and (ii) a Closing Statement duly executed by Seller.

Seller Closing Deliveries. At the Closing Seller shall deliver the following documents to the Escrow Agent on or before the Closing Datedocuments: (a) With The Interest Assignment with respect to the Asset: (i) the Deed Interests, duly executed by Seller; (iib) Such other assignments, instruments of transfer, and other documents as Purchaser may reasonably require (or as may be required under applicable law) in order to complete the Assignment of Leases transactions contemplated hereunder and to evidence compliance by Seller with the covenants, agreements, representations and warranties made by it hereunder, in each case, duly executed by Seller; (iiic) a xxxx of sale A duly executed by and sworn Secretary’s or Member’s Certificate from Seller in substantially certifying that Seller has taken all necessary action to authorize the form execution of Exhibit F attached hereto, relating to all fixtures, chattels, equipment documents being delivered hereunder and articles the consummation of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation all of the Property (but transactions contemplated hereby and that such authorization has not including items owned been revoked, modified or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets)amended; (ivd) An executed and acknowledged incumbency certificate from Seller certifying to the authority of the officers or members of Seller to execute the Interest Assignment and the other documents delivered by Seller to Purchaser at the Closing; (e) The Second Amended and Restated LLC Agreement of Contracts Parent, duly executed by Seller; (vf) With respect to the Tenant Notices Mortgage Loan and Mezzanine Loan, such documents and instruments as the Mortgage Lender and Mezzanine Lender and any applicable rating agencies shall reasonably require, if any, in connection with obtaining a Guarantor Release and effectuating a Permitted Transfer in connection with the transaction contemplated pursuant to this Agreement including, without limitation, the Transfer Documents, if required; and (g) A duly executed by Seller; (vi) notice letters to the vendors under the Assumed Contracts duly executed by Seller; (vii) an FIRPTA affidavit from Seller certifying that Seller is not a “foreign person” within the meaning of person under the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G attached hereto; (viii) the Assignment of Licenses, Permits, Warranties and General Intangibles duly executed by Seller; and (ix) to the extent in Seller’s possession, copies of the Space Leases which delivery may be satisfied by delivery of the on-site property management office at the Property. (b) With respect to the transactions contemplated hereunder: (i) all transfer tax returns to the extent required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller; and (ii) a Closing Statement duly executed by Seller.

Seller Closing Deliveries. Seller shall deliver the following documents At or prior to the Escrow Agent on or before the Closing DateClosing: (a) With The Seller shall deliver evidence to the Purchasers, in a form reasonably acceptable to the Purchasers, that the Purchased Assets have been released from all Liens or other security interests thereon and the Seller shall have taken all steps necessary to terminate or release the Purchased Assets from all UCC financing statements which have been filed with respect to the Asset:such Lien or other security interests; (ib) The Seller shall deliver to Purchasers a certificate, dated as of the Deed Closing Date, duly executed by the Secretary, Assistant Secretary or any other executive officer of each Seller certifying, among other things, that attached or appended to such certificate: (A) is a true and correct copy of such Seller; ’s organizational documents, and all amendments thereto; and (iiB) is a true copy of all corporate actions taken by it, including resolutions of its board of directors authorizing the Assignment of Leases duly executed by Seller; (iii) a xxxx of sale duly executed by Seller in substantially the form of Exhibit F attached hereto, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation consummation of the Property (but not including items owned or leased by tenantsAcquisition and the execution, the Property Manager, or which are leased by Seller or any Excluded Assets); (iv) the Assignment delivery and performance of Contracts duly executed by Seller; (v) the Tenant Notices duly executed by Seller; (vi) notice letters to the vendors under the Assumed Contracts duly executed by Seller; (vii) an affidavit that Seller is not a “foreign person” within the meaning this Agreement and each of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G attached Transaction Documents to be delivered by such Seller pursuant hereto; (viiic) The Seller shall deliver to Purchasers certificates of good standing from the Assignment appropriate state agency, dated as of Licensesa date not more than five (5) days prior to Closing Date, Permits, Warranties and General Intangibles duly executed by Seller; andcertifying that such Seller is in good standing in its state of incorporation; (ixd) The Seller shall deliver evidence to the extent Purchasers, in Seller’s possession, copies of the Space Leases which delivery may be satisfied by delivery of the on-site property management office at the Property. (b) With respect a form reasonably acceptable to the transactions contemplated hereunder: (i) Purchasers, that all transfer tax returns to the extent filings, authorizations, consents, notices and approvals required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of for the consummation of the transactions contemplated hereby have been received; (e) The Seller shall deliver to Purchasers copies of each Transaction Document to which it is a party duly executed and delivered by this Agreement, in each case, as prepared by such Seller; (f) The Seller and Buyer and shall deliver to Purchasers a non-competition agreement duly executed by Mxxxxxx Xxxxx; (g) The Seller shall deliver to the Escrow Agent a copy of the Escrow Agreement duly executed by the Seller; (h) The Seller shall deliver to Purchasers all material records and documentation of the Seller relating primarily to the Purchased Assets; (i) The Seller shall deliver to Katun the Katun Purchased Assets; (j) The Seller shall deliver to EDC the EDC Purchased Assets; (k) The Seller shall deliver to Purchasers a non-foreign affidavit dated as of the Closing Date, sworn under penalty of perjury and in form and substance required under Treasury Regulations issued pursuant to Code §1445 stating that no Seller is a “foreign person” as defined in Code §1445; and (iil) a Closing Statement duly executed The Seller shall deliver to Purchasers such other documents and instruments as may be reasonably requested by Sellerthe Purchasers to consummate the Acquisition and to carry out the obligations of the Parties hereunder.

Seller Closing Deliveries. At the Closing, Seller shall deliver the following documents deliver, or cause to the Escrow Agent on be delivered, to Buyer and Lion (unless only Buyer or before the Closing Date: (a) With respect to the Asset:Lion is specified below): (i) to Buyer, certificates representing the Deed Lion Shares, free and clear of any Liens, which certificates shall be duly endorsed in blank (or accompanied by duly executed by Sellerstock powers); (ii) a copy of the Lion Assignment of Leases Agreement, duly executed by Seller; (iii) a xxxx copy of sale the Asphalt Sales Agreement, duly executed by Seller in substantially Ergon Asphalt & Emulsions, together with a valid sale for resale certificate (for the form States of Exhibit F attached heretoTexas, relating to all fixtures, chattels, equipment Arkansas and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets)Oklahoma) from Ergon Asphalt & Emulsions; (iv) the Assignment a copy of Contracts duly executed by Sellereach Third-Person Consent and Authorization set forth in Schedule 3.3(a)(iv); (v) a copy of the Tenant Notices Registration Rights Agreement, in the form attached hereto as Exhibit G, providing for the registration of the Delek Shares issued pursuant to this Agreement and related matters (the “Registration Rights Agreement”), duly executed by Seller; (vi) notice letters to a copy of the vendors under the Assumed Contracts Mutual Release, duly executed by Seller; (vii) a copy of the Termination of Management Agreement and Waiver of Option, in the form attached hereto as Exhibit H (the “Termination Agreement”), duly executed by Seller; (viii) a copy of the Muskogee Terminal Operations Agreement, in the form attached hereto as Exhibit J (the “Muskogee Terminal Operations Agreement”), duly executed by Ergon Asphalt & Emulsions; (ix) (A) a copy of the Seller Transition Services Agreement, in the form attached hereto as Exhibit K (the “Seller Transition Services Agreement”), and (B) a copy of the Lion Transition Services Agreement, in the form attached hereto as Exhibit L (the “Lion Transition Services Agreement”), in each case duly executed by Seller (or Paline Pipeline Company in the case of the Lion Transition Services Agreement); (x) a copy of the Paline Option Agreement, in the form attached hereto as Exhibit M (the “Paline Option Agreement”), duly executed by Ergon Terminaling; (xi) a copy of the Asphalt Marketing Agreement, in the form attached hereto as Exhibit O (the “Asphalt Marketing Agreement”), duly executed by Ergon Asphalt & Emulsions; (xii) to Buyer, the certificates referred to in Section 8.3(a), Section 8.3(b) and Section 8.3(d); (xiii) copies of the resolutions of the board of directors of Seller, certified as being correct and complete and then in full force and effect, authorizing the execution by Seller of this Agreement and the Related Agreements to which Seller is a party and the consummation by Seller of the Contemplated Transactions; (xiv) an affidavit incumbency certificate, duly executed by an authorized officer of Seller, attesting to the due appointment and authorization of individuals signing this Agreement on behalf of Seller, any agreement contemplated hereby or any agreement related to the Contemplated Transactions; (xv) the resignation, effective as of the Closing, of each of the individuals listed on Schedule 3.3(a)(xv) from the positions held with any of the Companies as specified on such Schedule 3.3(a)(xv); (xvi) to Buyer, a properly executed certificate, in the form prescribed by Treasury Regulations under Section 1445 of the Code, stating that Seller is not a “foreign person” within the meaning of Section 1445 of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G attached heretoCode; (viiixvii) to Lion, the Assignment New Lion Note, duly executed by Seller; (xviii) to Buyer, a copy of Licensesthe Buyer Guaranty, Permits, Warranties and General Intangibles duly executed by Seller; and (ixxix) any other documents, instruments or agreements contemplated hereby or reasonably necessary to consummate the extent in Seller’s possession, copies of the Space Leases which delivery may be satisfied by delivery of the on-site property management office at the PropertyContemplated Transactions. (b) With respect to the transactions contemplated hereunder: (i) all transfer tax returns to the extent required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller; and (ii) a Closing Statement duly executed by Seller.

Seller Closing Deliveries. On the Closing Date, Seller shall deliver to Purchaser the following documents and instruments with respect to the Escrow Agent Property (collectively, "Seller's Closing Deliveries"), duly executed by Seller, acknowledged where appropriate and otherwise in form and content reasonably satisfactory to Purchaser's counsel. Seller, not later than fifteen (15) days prior to the Closing Date, shall deliver to Purchaser's counsel, for approval thereby, draft photocopies of Seller's Closing Deliveries: (a) A quitclaim deed with covenants against grantor's acts for the Property (the "Deed"), which shall be in proper statutory form for recording, subject only to the matters permitted hereby, so as to convey to Purchaser fee simple title to the Property as provided herein; (b) A xxxx of sale conveying the Personal Property. (c) An Assignment and Assumption of Leases, assigning the Leases in effect as of Closing and any new leases entered into in accordance with the terms of this Agreement, together with (i) copies of such Leases, and (ii) a Notice to Tenants in form and substance approved by Purchaser. (d) 0riginal counterparts of all the Leases (including a memorandum, certified to Purchaser, setting forth the terms of oral tenancies and oral rights for use or occupancy of the Property or any portion thereof). (e) All keys in the possession of Seller to all locks of the Property. (f) An Assignment of Security Deposits, assigning to Purchaser all of Seller's right, title and interest in and to the tenant security deposits, together with a listing of the security deposit obligations of Landlord pursuant to the Leases, certified as true, correct and complete by an officer of Seller. (g) A Certificate of Seller with respect to (i) prepaid rents held by Seller with respect to the Property, and (ii) those tenants in arrears with respect to the payment of rent and other amounts payable under the Leases, certified as true, correct and complete by an officer of Seller. (h) Copies of all contracts relating to the Property, if any, which Purchaser has agreed to assume, together with an assignment of such contracts to Purchaser. (i) An Assignment of General Intangibles, assigning to Purchaser all of Seller's right, title and interest in and to the General Intangibles. (j) All books and records at the Property held by or for the account of Seller, including without limitation, plans and specifications and lease applications, as available. (k) An affidavit of title, certified by Seller, and such documents and instruments in respect of Seller's authority to sell the Property (including, without limitation, resolutions, incumbency certificate(s) and a certificate of good standing from the state of Seller's incorporation and any entity signing any of Seller's Closing Deliveries), in the form customarily required by title insurance companies in the State of Rhode island. (l) A nonforeign affidavit sufficient for the purposes of establishing and documenting the nonforeign affidavit exemption described in Section 1445 of the Internal Revenue Code (the "FIRPTA Affidavit). (m) a Residency Affidavit in the form required by applicable law with respect to Seller and the partners of Seller. (n) An indemnification agreement pursuant to which Seller shall represent and warrant to Purchaser that (i) all costs and expenses relating to the ownership and operation of its Property arising prior to the Closing Date have been paid in full, and (ii) that, except as disclosed on Exhibit D, all service contracts for the applicable Property have been terminated on or before the Closing Date:, and by which such Seller shall indemnify and hold Purchaser harmless from and against all loss, cost and expenses arising by reason of a breach of such representations and warranties. (ao) With respect to A rent roll for the Asset: (i) the Deed duly executed by Seller; (ii) the Assignment of Leases duly executed by Seller; (iii) a xxxx of sale duly executed by Seller Property, in substantially the form of Exhibit F the rent roll attached hereto, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation dated as of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets); (iv) the Assignment of Contracts duly executed by Seller; (v) the Tenant Notices duly executed by Seller; (vi) notice letters to the vendors under the Assumed Contracts duly executed by Seller; (vii) an affidavit that Seller is not a “foreign person” within the meaning first day of the Foreign Investment calendar month in Real Property Tax Act which the Closing occurs, together with a certification of 1980Seller with respect to any changes to such rent roll from the date thereof. If such rent roll shows a reduction of five percent (5%) or greater in income from the rent roll attached hereto as Exhibit C, as amendedPurchaser shall have the option of terminating this Agreement, in substantially which case the form of Exhibit G attached hereto; (viii) the Assignment of Licenses, Permits, Warranties and General Intangibles duly executed by Seller; and (ix) Deposit shall be immediately returned to the extent in Seller’s possession, copies of the Space Leases which delivery may be satisfied by delivery of the on-site property management office at the PropertyPurchaser. (bp) With respect to A receipt of the transactions contemplated hereunder: (i) Broker, acknowledging its receipt of any and all transfer tax returns to the extent required by law and the regulations issued pursuant sums payable thereto in connection with the payment transaction contemplated hereby. (q) Such additional instruments, agreements and other documents as may be necessary or convenient in order to effectuate the provisions of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller; and (ii) a Closing Statement duly executed by Seller.

Seller Closing Deliveries. At the Closing, the Seller shall deliver the following documents to the Escrow Agent on or before Purchaser the Closing Datefollowing: (a) With respect to the Asset: (i) the Deed duly a certificate executed by Sellera duly authorized officer of the Seller as to compliance with the conditions set forth in Sections 7.3(a) and (b) hereof; (iib) the Assignment of Leases a duly executed by Sellerxxxx of sale in form and substance satisfactory to the Parties (the “Xxxx of Sale”); (iiic) a xxxx of sale duly executed by Seller assumption agreement in substantially the form of Exhibit F attached hereto, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached substance satisfactory to the Parties(the “Assumption Agreement”); (d) a duly executed and acknowledged limited warranty deed for the Owned Real Property in form and used solely substance satisfactory to the Parties (the “Real Property Deed”) (e) a FIRPTA certificate in statutory form and such other documents as the title insurer may reasonably require in connection with the operation conveyance of the Owned Real Property or the issuance of the title policy therefor. (but not f) such other documents of transfer or assignment, including items owned or leased assignments for all registered Patents, Trademarks, Copyrights and Internet domain names that constitute Transferred Assets, as are reasonably requested by tenantsPurchaser (collectively with the Xxxx of Sale, the Assumption Agreement, the Real Property ManagerDeed and any other agreement or document delivered pursuant to this Agreement, or which are leased by Seller or any Excluded Assetsthe “Transaction Documents”); (ivg) the Assignment an opinion of Contracts duly executed by Seller; (v) the Tenant Notices duly executed by Seller; (vi) notice letters Paul, Hastings, Xxxxxxxx & Xxxxxx LLP, counsel to the vendors under the Assumed Contracts duly executed by Seller; (vii) an affidavit that Seller is not a “foreign person” within the meaning , dated as of the Foreign Investment in Real Property Tax Act of 1980, as amendedClosing Date, in substantially the form of attached hereto as Exhibit G attached hereto8.2(g); (viiih) an opinion of Colorado counsel to the Assignment Seller, dated as of Licensesthe Closing Date in form and substance satisfactory to the Parties; (i) satisfactory payoff letters (the “Payoff Letters”) evidencing that the Closing Date Indebtedness, Permitsif any, Warranties and General Intangibles shall be repaid in full by disbursement of a portion of the Purchase Price; (j) a duly executed by Sellertransition services agreement substantially in the form of Exhibit 8.2(i) (the “Transition Services Agreement”); and (ixk) to the extent in Seller’s possession, copies of the Space Leases which delivery may be satisfied by delivery of the on-site property management office at the Property. (b) With respect to the transactions contemplated hereunder: (i) all transfer tax returns to the extent required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller; and patent license agreements substantially in the form of Exhibit 8.2(j) (ii) a Closing Statement duly executed by Sellerthe “Patent License Agreements”).

Seller Closing Deliveries. Seller shall deliver (x) possession of the Assets subject only to the Permitted Exceptions and the Space Leases at Closing and (y) the following documents to the Escrow Agent on or before the Closing Date: (a) With respect to the AssetAssets: (i) with respect to each Property, a deed (the Deed “Deed”) in substantially the form of Exhibit G-1 through G-3 attached hereto with respect to each applicable state, duly executed and acknowledged by Sellerthe applicable Seller and in a form that complies with the local recording requirements for the jurisdiction in which such Property is located; (ii) the Assignment of Leases for Property duly executed by Seller; (iii) a xxxx of sale duly executed by Seller in substantially the form of Exhibit F H attached hereto, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and or used solely in connection with the operation of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets); (iv) the Assignment of Contracts for the Property duly executed by Seller; (v) the Tenant Notices for the Property duly executed by Seller; (vi) notice letters to the vendors under the Assumed Contracts duly executed by Seller; (vii) an affidavit that Seller is not a “foreign person” within the meaning of Section 1445 of the Foreign Investment in Real Property Tax Act of 1980, as amendedCode, in substantially the form of Exhibit G I-1 or Exhibit I-2 attached hereto, as applicable, and any corresponding affidavits or forms required to comply with any similar withholding requirements under state or local Applicable Law; (viiivii) the Assignment of Licenses, Permits, Warranties and General Intangibles for the Property duly executed by Seller; and; (viii) notice to any REA counterparties or Association counterparties who are entitled to receive notice pursuant to any REA or Association Documents of the sale of the applicable individual Property; (ix) a recordable assignment of Seller’s interest in any REA or Association Document (including but not limited to any applicable developer or declarant rights); (x) evidence of the termination of any management agreement, Affiliate Agreements and all leasing and brokerage agreements with respect to the extent in Seller’s possessionProperty to which Seller is a party or which would be binding on Buyer or the Property; (xi) subject to the terms of Section 9.3, evidence that all Options triggered by the transactions contemplated hereby have been waived by the applicable counterparty thereto; (xii) copies of the Space Leases referred to in the Assignment of Leases and the Security Deposits and lease files with respect thereto (including originals of all guaranties and letters of credit, endorsed or assigned to Buyer, as applicable, and corresponding completed transfer forms) and the Assumed Contracts and other property files, which delivery may be satisfied by delivery outside of the on-site property management office escrow, at the Property; (xiii) certificate duly executed by Seller certifying that all of the representations and warranties of Seller set forth in this Agreement are true and correct and remade on and as of the Closing Date; (xiv) the Title Affidavit; and (xv) LOC Work Access Agreement duly executed by Seller. (b) With respect to the transactions contemplated hereunder:, (i) all transfer tax returns to the extent required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and Transfer Tax Forms duly executed by Seller, as applicable; (ii) an instrument or instruments, duly executed by the appropriate Persons, effectuating the resignation of all officers, directors and/or managers appointed by Seller with respect to all Associations formed pursuant to the Association Documents; and (iiiii) a the Closing Statement duly executed by Seller.

Seller Closing Deliveries. At Closing, Seller shall deliver the following documents deliver, or cause to the Escrow Agent on or before the Closing Datebe delivered, to Buyer: (a) With respect Stock certificates evidencing the Shares, free and clear of all liens, pledges, security interests, conditions, claims, charges, or restrictions of any kind (collectively, "Liens") relating to or encumbering the Shares or any Company Asset: (i) the Deed , duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed by Sellerin blank, with all required stock transfer tax stamps affixed thereto; (iib) A counterpart to the Assignment of Leases duly executed by Seller; (iii) a xxxx of sale Medical Director Employment Agreement, duly executed by Seller in substantially the form of attached as Exhibit F attached hereto, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to B (the Property and used solely in connection with the operation of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets"Employment Agreement"); (ivc) In connection with the Assignment Employment Agreement, Seller shall deliver an Stock Option Agreement in substantially the form attached as Exhibit C (the "Option Agreement"), pursuant to which Parent will grant to Seller the Springville Options and additional stock options (the "Sign-On Options") entitling Seller to purchase 10,000 shares of Contracts common stock of Parent at the prevailing market price as of the close of business on the Closing Date. The Sign-On Options will vest ratably over a five-year period commencing on the Closing Date, and will be subject, among other things, to Seller's continued employment with Buyer or Buyer's Affiliates. (d) A duly executed by Seller; counterpart to a Negative Covenant Agreement between Seller and Buyer (vthe "Negative Covenant Agreement") the Tenant Notices duly executed by Seller; (vi) notice letters to the vendors under the Assumed Contracts duly executed by Seller; (vii) an affidavit that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G attached heretoD; (viiie) Evidence reasonably satisfactory to Buyer of the Assignment release of Licensesall Liens on the Shares, Permitsthe Company's Assets, Warranties or both, except for the Permitted Liens (as defined in Section 2.5); (f) Copies of such officers' certificates, good standing certificates, corporate approval documents, incumbency certificates and General Intangibles duly executed by Sellerother customary closing documents as Buyer may reasonably request; and (ix) to the extent in Seller’s possession, copies of the Space Leases which delivery may be satisfied by delivery of the on-site property management office at the Property. (b) With respect to the transactions contemplated hereunder: (i) all transfer tax returns to the extent required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller; and (ii) a Closing Statement duly executed by Seller.

Seller Closing Deliveries. Seller shall deliver or cause to be delivered the following documents to the Escrow Agent on or before the Closing Dateat Closing: (a) With respect to certificates representing the Asset:Transferred Shares, duly endorsed in blank or accompanied by a stock or share power, as applicable, duly endorsed in blank in proper form for transfer; (ib) the Deed Holdback Escrow Agreement duly executed by Seller; (ii) the Assignment of Leases duly executed by Seller; (iii) a xxxx of sale duly executed by Seller in substantially the form of Exhibit F attached hereto, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets); (iv) the Assignment of Contracts duly executed by Seller; (v) the Tenant Notices duly executed by Seller; (vi) notice letters to the vendors under the Assumed Contracts duly executed by Seller; (viic) an affidavit that Seller is not a “"foreign person” " within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G attached hereto; (viiid) a certificate of Seller certifying as to the Assignment satisfaction of Licenses, Permits, Warranties the condition set forth in Section 6.2(a) and General Intangibles duly executed by Seller; andSection 6.2(b); (ixe) a closing statement prepared and approved by Seller and Buyer, consistent with the terms of this Agreement; (f) copies of payoff letters with respect to the extent in Seller’s possession, copies payment of the Space Leases which delivery may be satisfied by delivery of the on-site property management office at the PropertyDebt Payoff Amount. (bg) With respect a duly executed and sworn officer's certificate from Seller certifying that Seller and its stockholders have taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereunder:hereby and that such authorization has not been revoked, modified or amended; (h) an executed and acknowledged incumbency certificate from Seller certifying the authority of the officers of Seller to execute this Agreement and the other documents delivered by Seller to Buyer at the Closing; (i) if applicable, all transfer tax returns to the extent Tax Returns which are required by law and the regulations issued pursuant thereto Governmental Regulations in connection with the payment of all state or local real property transfer taxes Transfer Taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by SellerSeller and duly executed by Buyer; (j) the effective written resignations of each of the directors, trustees, and officers of each of the Companies; (k) the original Organizational Documents, corporate minute books and other corporate records of each of the Companies; (l) an owner’s title affidavit, including a “gap indemnity” undertaking, in form and substance reasonably satisfactory to the Title Company, executed by Seller and/or the Companies and duly acknowledged; (m) an opinion from one of the accounting firms commonly referred to as the "Big Four" to the effect that the Trust has at all times qualified as and for taxation as a REIT within the meaning of Section 856 of the Code, substantially in the form previously delivered to the Trust, and subject to factual representations to be made by the Trust; and (iin) a Closing Statement duly executed by Sellerevidence of termination of the Management Agreement and the KSL Retail Agreement.

Seller Closing Deliveries. At the Closing, Seller shall will deliver or cause to be delivered to Buyer all of the following documents to the Escrow Agent on or before the Closing Datefollowing: (a) With respect to the Asset: (i) the Deed duly executed by Seller; (ii) the Assignment of Leases duly executed by Seller; (iii) a xxxx of sale duly executed by Seller conveying the Purchased Assets to Buyer (other than the Assigned Contracts, Patents and Marks), in form and substance substantially as set forth in Exhibit B (the form “Xxxx of Exhibit F attached hereto, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded AssetsSale”); (ivb) an assignment and assumption agreement duly executed by Seller in relation to the Assigned Contracts and the Assumed Liabilities, in form and substance substantially as set forth in Exhibit C (the “Assignment and Assumption Agreement”); (c) a patent assignment agreement duly executed by Seller conveying to Buyer the Patents included in the Purchased Assets, in form and substance substantially as set forth in Exhibit D (the “Patent Assignment Agreement”); (d) a trademark assignment agreement duly executed by Seller conveying to Buyer the Marks included in the Purchased Assets, in form and substance substantially as set forth in Exhibit E (the “Trademark Assignment Agreement”); (e) a written certification to Buyer from Seller’s president or chief executive officer in form and substance reasonably satisfactory to Buyer, dated the Closing Date, confirming that the conditions precedent in Sections 9.2(a), 9.2(b), 9.2(c) and 9.2(d) have been satisfied, together with such supporting documentation as Buyer may reasonably request; (f) a written certification to Buyer from Seller’s corporate secretary in form and substance reasonably satisfactory to Buyer, dated the Closing Date, together with copies of (i) the Assignment resolutions adopted by the Seller Board authorizing the execution, delivery and performance of Contracts this Agreement and the completion of the transactions contemplated hereby, (ii) the Written Consent, and (iii) good standing certificates dated within three Business Days prior to the Closing Date, issued by the Secretary of State of the State of Michigan, which certification will confirm that such copies are correct and complete, have not been amended or rescinded and are in full force and effect; (g) a written opinion of counsel for Seller, dated the Closing Date, addressed to Buyer and reasonably satisfactory to Buyer’s counsel, in form and substance substantially as set forth in Exhibit F; (h) a transition services agreement duly executed by Seller, in form and substance substantially as set forth in Exhibit G (the “Transition Services Agreement”); (i) an employment agreement duly executed by Xxxxx X. Xxxxx XX, in form and substance substantially as set forth in Exhibit H (the “Employment Agreement”); (j) a collateral subordination agreement duly executed by Seller, in form and substance substantially as set forth in Exhibit I (the “Collateral Subordination Agreement”); (k) the Consents identified in Schedule 3.2(k) in form and substance reasonably satisfactory to Buyer (the “Required Consents”); (l) a personnel agreement duly executed by Seller, in form and substance substantially as set forth in Exhibit J (the “Personnel Agreement”); (m) estoppel certificates, in form and substance reasonably satisfactory to Buyer, from the landlords or warehousemen, as applicable, of the Leases listed on Schedule 1.1(g); (n) with respect to each parcel of Owned Real Property, a covenant deed for Owned Real Property located in Michigan, each subject to the Permitted Encumbrances affecting the Real Property, in form and substance reasonably satisfactory to Buyer and duly executed and notarized by Seller; (vo) a non-foreign affidavit, properly executed and in recordable form, containing such information as is required by Section 1445(b)(2) of the Tenant Notices duly executed by SellerCode and its regulations; (vip) notice letters a standard form owner’s affidavit as may be required by Buyer’s title insurer to issue a title insurance policy in the vendors under the Assumed Contracts duly executed form required by SellerSection 7.5; (viiq) an affidavit that Seller is not a “foreign person” within the meaning evidence reasonably satisfactory to Buyer of the Foreign Investment in Real Property Tax Act release of 1980, as amended, in substantially any Encumbrances (other than Permitted Encumbrances) on the form of Exhibit G attached hereto; (viii) the Assignment of Licenses, Permits, Warranties and General Intangibles duly executed by SellerPurchased Assets; and (ixr) to the extent in Seller’s possessionsuch other certificates, copies of the Space Leases which delivery documents and instruments as Buyer may be satisfied by delivery of the on-site property management office at the Property. (b) With respect reasonably request related to the transactions contemplated hereunder: (i) all transfer tax returns to the extent required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller; and (ii) a Closing Statement duly executed by Sellerhereby.

Seller Closing Deliveries. Seller shall deliver the following documents As of or prior to the Escrow Agent on or before the Closing Date: , Seller will deposit with the Title Company the following items (a) With respect to collectively, the Asset:“Seller Closing Documents”): (i) a special warranty deed (the Deed duly “Deed”), in the form attached to this Agreement as Exhibit A, executed and acknowledged by Seller, conveying to Buyer the Land and the Improvements, which Deed shall be recorded by the Title Company in the Official Records on the Closing Date; (ii) a xxxx of sale (“Xxxx of Sale”), in the Assignment of Leases duly form attached to this Agreement as Exhibit B, executed by Seller; (iii) a xxxx two (2) executed counterparts of sale duly executed by Seller an assignment and assumption agreement, in substantially the form of Exhibit F attached hereto, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to this Agreement as Exhibit C (the Property “Assignment and used solely in connection with the operation of the Property (but not including items owned or leased by tenantsAssumption Agreement”), the Property Manager, or which are leased by Seller or any Excluded Assets); (iv) the Assignment of Contracts duly executed by Seller; (iv) three (3) executed and acknowledged counterparts of the Partial Assignment of Development Agreement in recordable form, executed by Seller and by the City; (v) two (2) executed counterparts of the Tenant Notices duly Partial Assignment of MOU in substantially the form attached to this Agreement as Exhibit F executed by Seller; (vi) notice letters to two (2) executed and acknowledged counterparts of the vendors under the Assumed Contracts duly Partial Assignment of CEA in recordable form, executed by Seller; (vii) such documents as the Title Company may reasonably require to establish the authority of Seller to complete the transfer of the Property contemplated by this Agreement; (viii) an affidavit affidavit, dated as of the Closing Date and executed by an appropriate representative of Seller under penalty of perjury, stating that Seller is not a “foreign person” within the meaning person with respect to whom withholding is required under Section 1445 of the Foreign Investment in Real Property Tax Act Internal Revenue Code of 19801986, as amended, in substantially the form of Exhibit G attached hereto; (viii) the Assignment of Licenses, Permits, Warranties and General Intangibles duly executed by Seller; and (ix) to the extent in Seller’s possession, copies of the Space Leases which delivery may be satisfied by delivery of the on-site property management office at the Property.a closing statement; and Sugarhouse PSA (Multifamily) (bx) With respect to any and all other items contemplated by the transactions contemplated hereunder: (i) all transfer tax returns to the extent terms of this Agreement or reasonably required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller; and (ii) a Closing Statement duly executed by SellerTitle Company.

Seller Closing Deliveries. At the Closing, the Seller and the Shareholder Parties, as applicable, shall deliver the following documents to the Escrow Agent on or before Purchaser the Closing Datefollowing: (a) With respect to the Asset: (i) the Deed duly a certificate executed by the Shareholder Parties and (ii) a certificate executed by a duly authorized officer of the Seller, in each case as to compliance with the conditions set forth in Section 9.1(c) and Section 9.1(d) hereof; (b) executed bills of sale, instruments of assignment, certificates of title documents, deeds and other conveyance documents, dated as of the Closing Date, transferring to the Purchaser all of the Seller’s right, title and interest in and to the Assets, together with possession of the Assets, including a xxxx of sale substantially in the form of Exhibit 10.2(b) (the “Xxxx of Sale”); (c) an assignment and assumption agreement substantially in the form of Exhibit 10.2(c) (the “Assignment and Assumption Agreement”), executed by the Seller; (iid) an assignment and assumption agreement in respect of each of the Leases, pursuant to which the Seller and the Shareholder Parties will indemnify the Purchaser in respect of all claims under each Lease arising at any time prior to the Closing Date; (e) a certificate by the Secretary or any Assistant Secretary of the Seller, dated the Closing Date, as to (1) the Assignment good standing of Leases duly executed the Seller in its jurisdiction of incorporation and in each other jurisdiction where it is qualified to do business, (2) the completeness and correctness of the Seller’s certified certificate of incorporation and bylaws, and (3) the effectiveness of the resolutions of the board of directors of the Seller and the shareholder of the Seller authorizing the execution, delivery and performance hereof by the Seller passed in connection herewith and the transactions contemplated hereby; (f) a certificate by an officer of the Shareholder, dated the Closing Date, as to the effectiveness of the resolutions of the board of directors of the Shareholder authorizing the execution, delivery and performance hereof by the Shareholder passed in connection herewith and the transactions contemplated hereby, including, without limitation, the payment of the Parent Stock directly to the Seller; (iii) a xxxx of sale duly executed by Seller in substantially the form of Exhibit F attached hereto, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets); (ivg) the Assignment of Contracts duly executed election(s) requested by Seller; (v) the Tenant Notices duly executed by Seller; (vi) notice letters Seller pursuant to the vendors under the Assumed Contracts duly executed by Seller; (vii) an affidavit that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G attached hereto; (viii) the Assignment of Licenses, Permits, Warranties and General Intangibles duly executed by SellerSection 7.21; and (ixh) all other documents required to be entered into by the Seller and the Shareholder Parties pursuant hereto or reasonably requested by the Purchaser to convey the Assets to the extent in Seller’s possession, copies of the Space Leases which delivery may be satisfied by delivery of the on-site property management office at the Property. (b) With respect Purchaser or to otherwise consummate the transactions contemplated hereunder: (i) all transfer tax returns to the extent required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller; and (ii) a Closing Statement duly executed by Sellerhereby.

Seller Closing Deliveries. At the Closing, Seller shall deliver or cause to be delivered to Buyer the following documents to the Escrow Agent on or before the Closing Date: (a) With respect to the Assetfollowing: (i) certificates representing all of the Deed shares of Stock, duly endorsed (or accompanied by duly executed stock powers) for transfer of the Stock to Buyer with all transfer taxes, if any, paid by Seller, and any other documents that are necessary to transfer to Buyer good and valid title to the Stock free and clear of all Encumbrances; (ii) any documents that are necessary for the Assignment assets of Leases duly executed each of Target and Operating Company to be held by Sellersuch Person free and clear of all Encumbrances except Encumbrances identified on Schedule 2.5(a)(ii) (the “Permitted Encumbrances”); (iii) a xxxx certificate signed by Seller, dated as of sale duly executed by Seller in substantially the form of Exhibit F attached heretoClosing Date, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached certifying as to the Property and used solely in connection with the operation satisfaction of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets)conditions set forth in Sections 6.1 and 6.2 hereof; (iv) a certificate of good standing of Operating Company and Target issued by the Assignment Secretary of Contracts duly executed by SellerState of Delaware dated no earlier than twenty (20) Business Days prior to the Closing Date; (v) a certificate of the Tenant Notices Secretary or an Assistant Secretary of Seller dated the Closing Date and certifying that (A) attached thereto are true, complete and correct copies of the Charter and By-Laws of Seller, Target, and Operating Company, each as amended and as in effect on the date of such certification, (B) attached thereto are true, complete and correct copies of the resolutions duly executed adopted by the Board of Directors and shareholders of Seller, approving the transactions contemplated hereby and authorizing the execution, delivery and performance by Seller of this Agreement and the sale and transfer of the Stock, as in effect on the date of such certification, and (C) as to the incumbency and signatures of those officers of Seller, Target, and Operating Company executing any instrument or other document delivered in connection with such transactions; (vi) notice letters an opinion of Xxx Xxxxxx LLP, counsel for Seller, Target, and Operating Company, as to the vendors under matters set forth in Exhibit C attached hereto, dated the Assumed Contracts duly executed by Sellerdate of the Closing and addressed to Buyer and its lenders, in form and substance reasonably acceptable to Buyer and its counsel; (vii) an affidavit a payoff letter from the holder of the Secured Indebtedness containing terms and conditions consistent with the terms of this Agreement and otherwise reasonably satisfactory to Buyer; (viii) a certificate, in such form as is reasonably satisfactory to Buyer, certifying that the Seller is not a “foreign person” within person for purposes of Code §1445 or that the meaning of purchase and sale herein is otherwise exempt from withholding under Code §1445; (ix) the Foreign Investment executed Non-competition Agreement in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G E attached hereto; (viiix) the Assignment executed Remediation Agreement; if obtained by Seller pursuant to Section 5.10(a), or evidence reasonably acceptable to Buyer of LicensesSeller’s submission to the NJDEP of the RC (as such term is defined in Section 5.10 (a) hereof) and the remediation funding source as set forth in Section 5.10 (a) hereof; (xi) the corporate minute books and stock record books of Target and Operating Company, Permits, Warranties and General Intangibles duly executed by Sellerall other books and records of Target and Operating Company; (xii) the Indemnity Escrow Agreement; and (ixxiii) to the extent in Seller’s possession, copies of the Space Leases which delivery such other documents and instruments as required pursuant this Agreement or as may be satisfied reasonably requested by delivery of the on-site property management office at the PropertyBuyer or its counsel. (b) With respect to the transactions contemplated hereunder: (i) all transfer tax returns to the extent required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller; and (ii) a Closing Statement duly executed by Seller.