Common use of Seller’s Representations and Warranties Clause in Contracts

Seller’s Representations and Warranties. Seller hereby represents and warrants that, as of the date hereof, and as of the Closing: 5.1.1 Seller is duly formed foreign corporation, validly existing, and in good standing, having the capacity to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducted, and to execute, deliver and perform the provisions of this Agreement; 5.1.2 The execution, delivery, and performance by Seller of this Agreement, and the sale of the Aircraft, has been duly authorized by all necessary action on behalf of Seller and do not conflict with or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement to which Seller is a party; 5.1.3 The person executing this Agreement on behalf of Seller has full power and authority to do so; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereof) are listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or any Liens that are to be discharged at Closing. 5.1.6 This Agreement constitutes the legal, valid and binding obligations of Seller and is enforceable against Seller in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner of the Aircraft as of the date of execution of this Agreement, and at the time of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to the Aircraft, free and clear of all Liens to Purchaser, and Seller will warrant and defend such title forever against all claims and demands whatsoever. 5.1.8 Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft prior to the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Purchaser.

Seller’s Representations and Warranties. In addition to the --------------------------------------- representations and warranties set forth elsewhere in this Agreement, Seller hereby represents, warrants and covenants to Buyer, as follows: 15.1.1 The accuracy and completeness of the following constitute a condition to the Close of Escrow and Seller represents and warrants that, that the following are complete and accurate as of the date hereofof this Agreement, will be complete and accurate as of the Closing:Close of Escrow, and survive the Close of Escrow and the delivery and recordation of the Deed for a period of two (2) years. 5.1.1 15.1.2 The individual executing this Agreement on behalf of Seller is duly formed foreign corporationauthorized to do so and upon his or her execution hereof, validly existing, this Agreement shall be binding and enforceable upon Seller in good standing, having accordance with its terms. Seller has the capacity to sue and be sued in its own name, having full legal power, legal right and authority to carry on its business as currently conducted, enter into this Agreement and to execute, deliver and perform consummate the provisions of transactions contemplated by this Agreement; 5.1.2 The execution. All requisite action (corporate, deliverypartnership, and performance trust or otherwise) has been taken by Seller in connection with entering into this Agreement and the consummation of the transactions contemplated by this Agreement, and the sale of the Aircraft, has been duly authorized by all necessary action on behalf of Seller and do not conflict with or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement to which Seller is a party; 5.1.3 . The person individual(s) executing this Agreement on behalf of Seller has full power (have) the legal power, right, and actual authority to do so;bind Seller to the terms and conditions of this Agreement. 5.1.4 15.1.3 Neither it the execution and delivery of this Agreement, nor any the incurrence of its employees (or any assignee as defined the obligations set forth in Article 8.7 hereof) are listed by this Agreement, nor the United States Department consummation of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement, nor compliance with the provisions of this Agreement related will conflict with or result in a breach of any of the provisions of, or constitute a default under, any bond, note or other evidence of indebtedness, contract, indenture, mortgage, deed of trust, loan, agreement, lease or other agreement or instrument to the identity, citizenship, location which Seller is a party or business of Seller or to the purpose for by which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft Property or any part thereof, other than this Agreement or any Liens that are to of Seller's properties may be discharged at Closingbound. 5.1.6 This Agreement constitutes the legal, valid and binding obligations of Seller and is enforceable against Seller in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 15.1.4 Seller is the lawful beneficial owner not a foreign person or entity under Section 1445 of the Aircraft as Internal Revenue Code. 15.1.5 Neither Seller nor any of its principals is a disqualified person under Section 4975(a) of the date of execution of this Agreement, and at the time of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to the Aircraft, free and clear of all Liens to Purchaser, and Seller will warrant and defend such title forever against all claims and demands whatsoever. 5.1.8 Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft prior to the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Purchaser Internal Revenue Code or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Purchaser."party in interest" as defined in Section 3(14)

Seller’s Representations and Warranties. Seller hereby represents and warrants to and agrees with Purchaser, subject in all events to the qualifications or limitations to or on such representations and warranties as are set out in this Article 3, that, as of the date hereof, and as of the Closing: 5.1.1 3.1 Seller is a corporation duly formed foreign corporationorganized, validly existing, existing and in good standingstanding under the laws of the State of Texas, having the capacity to sue and be sued in its own name, having has full power, legal right and authority corporate power to carry on its business as currently now conducted, is authorized to hold title to the Interests and, with respect to acting as an operator of the Interests, is duly qualified to do so with the Railroad Commission of Texas, and to execute, deliver has posted and perform maintained all bonds required by the provisions Railroad Commission of Texas. 3.2 The execution and delivery of this Agreement; 5.1.2 The execution, delivery, and performance by Seller of this Agreement, Agreement and the sale consummation of the Aircraft, has been duly authorized transactions contemplated by all necessary action on behalf of Seller and do this Agreement will not conflict with or result in any the breach of any of the terms or conditions of nor result in the breach of any of the terms or conditions of nor constitute a default under any documentthe Articles of Incorporation nor the By-laws of Seller. 3.3 No approvals, instrumentconsents or authorizations to the execution, or agreement to which Seller is a party; 5.1.3 The person executing delivery and performance of this Agreement on behalf and the transactions contemplated hereby are required by any shareholder of Seller and the Board of Directors of Seller has full power duly authorized the execution and authority to do so;performance of this Agreement by Seller. 5.1.4 Neither it nor 3.4 To the best of Seller’s knowledge, there are no liens, encumbrances or mortgages covering any of its employees the Lands and the xxxxx thereon, and Seller is unaware of any rights in any third parties which, upon the passage of time, would permit the filing of any liens or encumbrances on the Lands or xxxxx. 3.5 Seller is unaware of any demand letters, offset, development or drainage letters or claims asserted by any third party (including, but not limited to, a lessor under any of the Leases) or governmental authority against Seller in respect of the Leases or the production therefrom or attributable thereto nor are there any suits, actions, claims, investigations, audits, inquiries or proceedings, threatened or pending, against Seller in respect of taxes, governmental charges, duties or assessments, nor are there any matters under discussion with any governmental authority relating to taxes, governmental charges, duties, assessments or requirements for refunds or penalties or any assignee as defined claims for additional taxes, governmental charges, duties, assessments or refunds or penalties asserted by any governmental authority affecting the Interests or the production therefrom or attributable thereto. 3.6 Seller is selling the Interests to Purchaser AS IS, WHERE IS — WITH ALL FAULTS AND WITHOUT ANY WARRANTIES OR COVENANTS OF TITLE, EXPRESS OR IMPLIED, AND WITHOUT ANY REPRESENTATIONS CONCERNING TITLE TO THE INTERESTS NOT SPECIFICALLY SET FORTH IN THIS Article 3. Seller believes in Article 8.7 hereof) are listed good faith, but does not represent and warrant, that during the time that Seller has claimed to own interests in the Leases, Seller’s purchaser of hydrocarbons from the Leases, Sunoco Partners Marketing & Terminals, L.P. (“Sunoco”), has paid all royalties due under the Leases or has suspended such royalty payments in Sunoco’s financial accounts under title or division order conditions determined solely by Sunoco to justify such suspense, and during the United States Department of Treasury on time that Seller has claimed to own interests in the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identityLeases, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into received any notice, written or otherwise, from Sunoco that any party has claimed that royalties are due and unpaid . To the Seller’s best information, Sunoco (or its predecessor or predecessors) likewise paid, or justifiably suspended, all royalties due under the Leases for the period of time before Seller acquired any interest in the Leases, but Seller cannot and does not warrant and represent that that is the case. Seller in good faith believes, but does not represent and warrant to Purchaser, that the Leases are in full force and effect. 3.7 To the best of Seller’s knowledge, none of the Interests is affected by any agreement or arrangement (including, but not limited to, any hedging agreement, take or pay, gas balancing, pipeline balancing or other agreements under prepayment agreement or production payment, other than the alleged production payments referred to in that certain “Limited Title Report” from the Xxxxxxxx Law Firm PLLC, dated June 24, 2010) which, as of the Effective Date, requires Seller to deliver Hydrocarbons produced from the Leases at some future time without then or thereafter receiving full payment therefor or at a specified price. 3.8 To the best of Seller’s knowledge, except for those Leases located in the Champion Xxxxxx Survey(the “Gulf Fee Leases”) there are no consents required for Seller to transfer and convey all or any portion of title to the Leases, and there are no rights in third parties which it would preclude Seller from transferring all or any portion of title to the Leases. 3.9 Seller possesses all licenses, permits, certificates, orders, approvals and authorizations necessary from any governmental entity having jurisdiction to own and to operate the Interests and to carry on its business as now conducted, and Seller has agreed not received any notice from any governmental entity having jurisdiction that Seller does not possess any licenses, permits, certificates, orders, approvals and authorizations necessary to sell own the Interests and to carry on its business as now conducted. 3.10 The information furnished to Purchaser by Seller that Seller received from its predecessors in ownership of the Interests or lease from third party sources (such information including, but not limited to maps, plats, well logs, core analyses and sections, production data, operating expenses, net revenue interests and working interests, gas-condensate oil ratios, seismic and geological data, surface and subsurface maps, third party reversionary rights, burdens and encumbrances), is comprised of either the originals of such information or otherwise encumber true and correct copies of such information as received by Seller and Seller did not withhold any information which if known by Purchaser would have caused Purchaser to credit less reserves to the Aircraft Leases and the Lands or to change the classification of such reserves, and, to Seller’s knowledge, there have been no changes subsequent to the furnishing of such information to Purchaser that would affect the current accuracy or completeness of the information heretofore furnished Purchaser in any material respect. 3.11 To the knowledge of Seller, there have been no claims, demands or allegations that the Interests, or any part thereof, other than this Agreement or have been operated in violation of any Liens that are law relating to be discharged at Closing. 5.1.6 This Agreement constitutes environmental conditions and industrial hygiene, including, without limitation, the legal, valid Resource Conservation and binding obligations Recovery Act of Seller and is enforceable against Seller in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner of the Aircraft as of the date of execution of this Agreement, and at the time of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to the Aircraft, free and clear of all Liens to Purchaser, and Seller will warrant and defend such title forever against all claims and demands whatsoever. 5.1.8 Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft prior to the Closing 1976 (“Amounts OwedRCRA”), provided that42 U.S.C. §§ 6901, if Amounts Owed are not yet dueet seq., imposedthe Comprehensive Environmental Response, leviedCompensation and Liability Act of 1980 (“CERCLA”), 42 U.S.C. §§ 9601-9657, as amended by the Superfund Amendments and Reauthorization Act of 1986 (“XXXX”), the Hazardous Materials Transportation Act, 49 U.S.C. §§ 6901, et seq., the Federal Water Pollution Control Act, 33 U.S.C. §§ 1251, et seq., the Clean Air Act, 42 U.S.C. §§ 741, et seq., the Clean Water Act, 33 U.S.C. § 7401, the Toxic Substances Control Act, 15 U.S.C. §§ 2601-2629, the Safe Drinking Water Act, 42 U.S.C. §§ 300F - 300J, and all similar federal, state and local environmental statutes, ordinances and the regulations, orders and decrees now or assessed against hereafter promulgated thereunder. 3.12 All reports required to be filed with the Railroad Commission of Texas by Seller have been properly filed (or the Aircraft, Seller will pay such Amounts Owed be filed when due, imposedgiving due regard to any extensions for filing that might be granted to Seller by the Railroad Commission of Texas), leviedand are (or, or assessed in the case of filings made under extensions, will be) available on line, and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees continue to be paid upon transfer filed by Seller as required by any rule or regulation of the Aircraft that would become the obligation Railroad Commission of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of PurchaserTexas.

Seller’s Representations and Warranties. Seller hereby represents makes the following representations and warrants thatwarranties to Buyer: (a) To the best of Seller’s actual knowledge, without investigation, Seller has good and marketable fee simple title to the Property, subject only to the Permitted Exceptions. (b) To the best of Seller’s actual knowledge, there are no pending, threatened or contemplated condemnation actions involving any portion of the Property and Seller has received no notice of any such action, except as noted in Section 14(b) below. (c) From the execution of this Contract until the Closing, Seller shall (i) maintain the Property in substantially the same condition as presently exists, reasonable wear and tear excepted, except as otherwise provided in this Contract, and (ii) refrain from entering into any contract or agreement affecting the Property or the title thereto which would extend beyond the Closing, without the prior written consent of Buyer which may be withheld in Buyer’s sole discretion. (d) Seller is not a ‘foreign person’ which would subject Buyer to the withholding tax provisions of Section 1445 of the Internal Revenue Code of 1986, as amended, and, at Closing, under regulations promulgated pursuant to Section 1445 of the date hereofInternal Revenue Code of 1986, as amended. (e) There are no leases, licenses, contracts or agreements of any kind whatsoever affecting the Property except for (i) the Permitted Exceptions, (ii) ordinary service contracts entered into in the ordinary course of business, and as (iii) certain “desk agreements”, for use of offices within the Closing:Property. 5.1.1 Seller (f) To the best of Seller’s actual knowledge, there is duly formed foreign corporationno condition at, validly existingon, and in good standing, having the capacity to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducted, and to execute, deliver and perform the provisions of this Agreement; 5.1.2 The execution, delivery, and performance by Seller of this Agreement, and the sale of the Aircraft, has been duly authorized by all necessary action on behalf of Seller and do not conflict with under or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement to which Seller is a party; 5.1.3 The person executing this Agreement on behalf of Seller has full power and authority to do so; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereof) are listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identityProperty presently or potentially posing a significant hazard to human health or the environment, citizenshipwhether or not in compliance with law, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 and Seller has not entered into engaged in any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or any Liens that are to be discharged at Closing. 5.1.6 This Agreement constitutes the legal, valid and binding obligations of Seller and is enforceable against Seller in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner of the Aircraft as of the date of execution of this Agreement, and at the time of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to the Aircraft, free and clear of all Liens to Purchaser, and Seller will warrant and defend such title forever against all claims and demands whatsoever. 5.1.8 Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessionsproduction, use, treatment, storage, operationtransportation or disposal of any Hazardous Materials (as hereinafter defined) on the Property, consumptionnor has there been any release or threatened release of any Hazardous Materials, pollutant or registration contaminant into, upon or over the Property or any property adjacent thereto or into or upon ground or surface water at the Property or any property adjacent thereto. (g) Except for de minimis amounts of Hazardous Materials customarily used in connection with the operation of the Aircraft prior to the Closing (“Amounts Owed”)Property, provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered stored any Hazardous Materials on the Property or in any underground or above ground tanks, pits or surface impoundments and Seller has not used, placed or stored any polychlorinated biphenol-containing or asbestos-containing materials on the Property or incorporated such materials into any agreement for commissions, brokerage fees buildings or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Purchaser interior improvements or a lien equipment on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of PurchaserProperty.

Seller’s Representations and Warranties. The Seller hereby represents and warrants to the Buyer that, as : (a) Seller owns all of the date hereofPurchased Shares in fee simple title, Seller is transferring the Purchased Shares free and clear of any and all liens, claims, and as encumbrances of the Closing: 5.1.1 Seller is duly formed foreign corporation, validly existingany kind (other than restrictions on transfer under Florida and federal securities laws), and no other person or entity (other than the Buyer under this Agreement) has any right, title, or interest in good standingand to the Purchased Shares. (b) Seller has the right, having the capacity to sue and be sued in its own name, having full power, legal right capacity, and authority to carry on its business as currently conducted, execute and deliver this Agreement and to execute, deliver and perform the provisions of its obligations under this Agreement; 5.1.2 . This Agreement constitutes the valid and legally binding obligation of Seller, enforceable in accordance with its terms and conditions, except as limited by laws affecting creditors’ rights or equitable principles generally. The execution, delivery, and performance of this Agreement by the Seller does not require the consent of a governmental entity or any third party. (c) No person has any right to require at any time the transfer, creation, issue or allotment of any share, loan capital or other securities of the Company (or any rights or interest in them), and no person has agreed to confer or has claimed any such right. (d) The particulars set out in schedule 1 are true, accurate and complete. (e) Neither the execution and delivery of this Agreement, and nor the sale consummation of the Aircrafttransactions contemplated hereby, has been duly authorized by all necessary action on behalf will (i) violate any statute, regulation, rule, judgment, order, decree, stipulation, or charge of any government, governmental agency, or court to which Seller and do not is subject or (ii) conflict with or with, result in any a breach of any of the terms or of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, cancel, or require any notice under any documentcontract, instrumentagreement, or agreement instrument to which Seller is a party;party or by which it is bound. 5.1.3 (f) Seller has had the opportunity to examine all financial information pertaining to the Company which it has deemed relevant, and has had access to all other information with respect to the Company and its proposed business in order to make an evaluation of the value of the Purchased Shares. Seller has had the opportunity to ask such questions of the representatives of the Company as it deemed necessary for an evaluation of the Company, the sale of the Seller’s Purchased Shares in the Company, and the Purchase Price attributable to the Purchased Shares. Seller has been furnished with all materials relating to the Company which it has requested in writing. The person executing this Agreement on behalf decision of Seller to sell the Purchased Shares has full power been based solely upon the evaluation made by Seller and authority to do so;its investment advisors, if applicable. Stock Purchase Agreement 3 ShuffieldLowman. 5.1.4 (g) The Company has at all times conducted its business in accordance with, and has acted in compliance with, all applicable laws and regulations. (h) Neither it the Company, nor any of its employees directors nor any other person for whose acts the Company may be vicariously liable, is engaged or involved in any of the following matters: (i) any litigation, or any assignee as defined administrative, arbitration or other proceedings, claims, actions or hearings or (ii) any dispute with, or any investigation, inquiry or enforcement proceedings by, any governmental, regulatory or similar body. (i) The Company is not currently involved in Article 8.7 hereofnor has it been involved in any litigation or dispute and the Seller is not aware of any such litigation or dispute having been threatened or being pending. (j) No party is in default of any agreement to which the Company is a party, no such default has been threatened, and there are listed no facts or circumstances likely to give rise to any such default. (k) No insolvency event has occurred in relation to the Company or the Seller. (l) There are four employees and one worker currently engaged by the United States Department of Treasury on Company, and they have all entered into standard form contracts with the Specifically Designated Nationals Company. (m) There is no outstanding dispute under any employment legislation or otherwise between the Company, any employee or worker. (n) The Company has complied with all its obligations under employment legislation. The foregoing representations, warranties, and Blocked Persons List or covenants under this Section 6 shall survive the Closing. Each party acknowledges and agrees that all warranties and representations provided by the United States Department Seller herein shall be given on an indemnity basis, meaning that the Seller shall indemnify and hold harmless the Purchaser from any losses, damages, costs, or expenses incurred as a result of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or any Liens that are to be discharged at Closing. 5.1.6 This Agreement constitutes the legal, valid and binding obligations of Seller and is enforceable against Seller in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner breach of the Aircraft as of the date of execution of this Agreement, warranties and at the time of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to the Aircraft, free and clear of all Liens to Purchaser, and Seller will warrant and defend such title forever against all claims and demands whatsoeverrepresentations. 5.1.8 Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft prior to the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Purchaser.

Seller’s Representations and Warranties. Seller hereby represents and warrants to Purchaser that, to the best of Seller's knowledge and except as of set forth in the date hereof, and as of the ClosingDisclosure Schedule: 5.1.1 (a) Seller is a limited partnership in commendam, duly formed foreign corporationorganized, validly existing, existing and in good standing, having under the capacity to sue and be sued in its own name, having full power, legal right laws of the State of Louisiana. Seller has all necessary power and authority to carry on its business conduct the Business as currently the Business is now being conducted. (b) Except as set forth in the Disclosure Schedule, Seller holds good and marketable title to the Purchased Assets, free and clear of all mortgages, options, liens, charges, easements, agreements, claims, rights, restrictions or other encumbrances of any kind or nature other than the Permitted Exceptions, and all items of Equipment, Inventory and other personal property have been fully paid for, to executethe extent that normal business practice permits, deliver except those items identified on the Disclosure Schedule which are subject to installment payments or leases and with respect to which there are no installments due which are delinquent. (c) Seller has full partnership power and authority to enter into and perform the provisions of under (x) this Agreement; 5.1.2 The executionAgreement and (y) all documents and instruments to be executed by Seller pursuant to this Agreement (collectively, delivery"Seller's Ancillary Documents"). This Agreement has been, and performance by Seller of this AgreementSeller's Ancillary Documents will be, and the sale of the Aircraft, has been duly authorized by all necessary action on behalf partnership action(s), and duly executed and delivered by general partners of Seller and do not conflict with or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement to which Seller is a party; 5.1.3 The person executing this Agreement on behalf of Seller has full power and authority to do so; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereof) are listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons Listso authorized. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or any Liens that are to be discharged at Closing. 5.1.6 This Agreement constitutes the legal, a valid and legally binding obligations obligation of Seller and is Seller, enforceable against Seller in accordance with its terms subject (except to applicable the extent that enforcement may be affected by laws relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations insolvency and creditors’ ' rights generally and by the application availability of injunctive relief, specific performance and other equitable principles remedies). Except as contemplated under Section 6.1 hereof, there is no law, rule, regulation or ordinance of any governmental body or agency prohibiting Seller's execution, delivery and performance of the transactions contemplated by courts this Agreement. The sale transaction contemplated by this Agreement is being made in connection with the winding-up of competent jurisdictionSeller as contemplated under Section 13.02(f) of Seller's Articles of Partnership In Commendam dated as of May 1, sitting 1980. (d) No consent, authorization, order or approval of, or filing or registration with, any governmental authority or other person is required for Seller's execution and delivery of this Agreement and Seller's Ancillary Documents and the consummation by Seller of the transactions contemplated by this Agreement and Seller's Ancillary Documents. (e) Neither the execution and delivery of this Agreement and Seller's Ancillary Documents by Seller, nor the consummation by Seller of the transactions herein contemplated, will conflict with or result in a breach of any of the terms, conditions or provisions of Seller's Articles of Partnership In Commendam or other organizational documents, or of any statute or administrative regulation, or of any order, writ, injunction, judgment or decree of any court or any governmental authority or of any arbitration award. (f) Seller's books, accounts and records are, and have been, maintained in Seller's usual, regular and ordinary manner, in accordance with prudent business practices and generally accepted accounting practices, and all material transactions to which Seller is or has been a party are properly reflected therein. (g) Complete and accurate copies of the audited balance sheets, statements of income and retained earnings, statements of cash flows, and notes to financial statements (together with any supplementary information thereto) of Seller, all as of and for the years ended December 31, 1993, 1994, 1995, and 1996, respectively, as audited by Seller's certified public accountants are contained in the Disclosure Schedule. All such financial statements are referred to herein collectively as the "Financial Statements." The Financial Statements present accurately and completely the financial position of Seller as of the respective dates thereof, and the results of operations and cash flows of Seller for the respective periods covered by said statements, in accordance with GAAP, consistently applied. The Disclosure Schedule contains complete and correct copies of all attorneys' responses to audit inquiry letters and all management letters from the Accountants with respect to Seller's last four (4) fiscal years. (h) Complete and accurate copies of the unaudited balance sheet, statement of income and retained earnings and statement of cash flows of Seller as of and for the seven (7)-month period ended July 31, 1997, are contained in the Disclosure Schedule. Such financial statements are herein referred to as the "Interim Financial Statements." The Interim Financial Statements present accurately and completely the financial position of Seller as of the date thereof, and the results of operations of Seller for the period covered by said statements, in accordance with GAAP, consistently applied. (i) The Disclosure Schedule lists all existing Permits and such list is complete and correct in all material respects; (ii) such Permits constitute all of the Permits currently necessary for the ownership and operation of the Business, including but not limited to, the food and beverage licenses required to sell and serve food and liquor; (iii) no default has occurred in the due observance or performance of any requirements or condition of any Permit which has not been heretofore corrected; and (iv) no occupant under a lease or concession agreement has received any notice from any source to the effect that there is lacking any Permit needed in connection with the operation of the Business or any restaurant, bar, gift shop or other operation connected therewith. (j) Seller has not suffered or been threatened with any material adverse change in the business, operations, assets, liabilities, financial condition or prospects of the Business, including, without limiting the generality of the foregoing, the existence or threat of any labor dispute, or any material adverse change in, or loss of, any relationship between Seller and any of its customers, suppliers or key employees. (k) The Disclosure Schedule correctly and completed lists and describes all material contracts, leases, and agreements to which Seller is a party and which relate to the conduct of the Business, including, without limitation: employment and employment-related agreements; covenants not to compete; loan agreements, notes, and security agreements (other than notes, loan agreements and related security documents that are being satisfied at or prior to Closing); sales representative, distribution, franchise, advertising and similar agreements; concession or occupancy agreements; leases and subleases of realty or personalty; guest room, banquet, conference and convention contracts or bookings; license agreements; purchase orders and purchase contracts and sales orders and sales contracts. All contracts, leases and other arrangements or instruments referred to in this paragraph 4.3(k), and all other contracts or instruments to which Seller is a party, are in full force and binding upon the parties thereto. No default by Seller has occurred thereunder and, to the best of Seller's knowledge, no default by the other contracting parties has occurred thereunder. No event, occurrence or condition exists which, with the lapse of time, the giving of notice, or both, or the happening of any further event or condition, would become a default by Seller thereunder. Seller has given (or will give, during the Inspection Period) to Purchaser true and correct copies of all such agreements or leases, or a detailed description thereof, all as described in Section 4.3(k) of the Disclosure Schedule. Seller shall indemnify Purchaser as required under Section 1.2 hereof, against loss, cost or liability under any contract, lease or agreement not disclosed to Producer as required in this Section 4.3(k). (l) Seller is not a party to, or bound by, any unexpired, undischarged or unsatisfied written or oral contract, agreement, indenture, mortgage, debenture, note or other instrument under the terms of which performance by Seller according to the terms of this Agreement will be a default or an event of acceleration, or whereby timely performance by Seller according to the terms of this Agreement may be prohibited, prevented or delayed. If any such agreement exists, Seller shall terminate such agreement (other than those expressly assumed by Purchaser) at or prior to Closing. (m) Except as disclosed on the Disclosure Schedule, there are no commissions or referral fees relating to the Business currently outstanding, nor will there be any such commissions or referral fees outstanding, on or after the Closing Date. (n) With respect to employees of Seller: (i) there is no pending or threatened unfair labor practice charges or employee grievance charges; (ii) there is no request for union representation, labor strike, dispute, slowdown or stoppage actually pending or, to the best of Seller's knowledge, threatened against or directly affecting Seller; (iii) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and no claims therefor exist; (iv) the employment of each of the Seller's employees is terminable at will without cost to the Seller except for payments required under Seller's employee benefit plans, employee welfare plans and similar plans and payment of accrued salaries or wages and vacation pay (for which Purchaser shall have no liability as provided in Section 2.3, above). No employee or former employee has any right to be rehired by the Seller prior to the Seller's hiring a person not previously employed by the Seller. (v) The Disclosure Schedule contains a true and complete list of all employees who are employed by the Seller as of the date hereof, and said list correctly reflects their salaries, wages, other compensation (other than benefits under the employee welfare, benefit and similar plans), dates of employment and positions. (vi) As of the date of this Agreement, Seller has 136 full-time active employees in the operation of the Business, and 31 part-time employees. (vii) Seller has no retirement, pension, profit sharing, employee welfare or employee benefit plans for any of its employees. (o) Except as set forth on the Disclosure Schedule, there is no litigation or proceeding, in law or in equity; and, and there are no proceedings or governmental investigations before any commission or other administrative authority, pending, or, to the best of Seller's knowledge, threatened, against Seller or its Affiliates, or with respect to the consummation of the transaction contemplated hereby, or the use of the Purchased Assets (whether used by Purchaser after the Closing or by Seller prior thereto), or which would restrict or interfere with Seller's ability to perform its obligations hereunder. 5.1.7 (p) There are no material claims pending or, to the best of Seller's knowledge, anticipated or threatened against Seller with respect to the quality of or absence of or defects in Seller's products or services. (q) Seller is the lawful beneficial owner not a party to, or bound by, any decree, order, judgment or arbitration award (or agreement entered into in any administrative, judicial or arbitration proceeding with any governmental authority) with respect to its properties, assets, personnel or business activities. (r) Seller is not in violation of, or delinquent in respect to, any decree, order or arbitration award or law, statute, or regulation of, or agreement with, or Permit from, any Federal, state or local governmental authority (or to which any of the Aircraft as Purchased Assets, any of Seller's personnel, or the Business are subject or to which it, itself, is subject), including, without limitation, laws, statutes and regulations relating to equal employment opportunities, fair employment practices, unfair labor practices, terms of employment, occupational health and safety, wages and hours and discrimination, and zoning ordinances and building codes. Copies of all notices of violation of any of the date foregoing which Seller has received within the past three years are attached to the Disclosure Schedule. (s) Seller, the Purchased Assets and the Business are in compliance with all Environmental Laws (as herein defined) and any Environmental Permits (as herein defined). A copy of execution any notice, citation, inquiry or complaint which Seller has received in the past three years of any alleged violation of any Environmental Law or Environmental Permit is attached to the Disclosure Schedule. Seller possesses all Environmental Permits which are required for the operation of the Business, and is in compliance with the provisions of all such Environmental Permits. Copies of all Environmental Permits issued to Seller are attached to the Disclosure Schedule. As used in this Agreement, "Environmental Laws" means all federal, state and at the time of the Closinglocal statutes, will cause the registered owner of the Aircraftregulations, Owner Trusteeordinances, to convey good rules, regulations and marketable title to the Aircraftpolicies, free all court orders and clear of all Liens to Purchaserdecrees and arbitration awards, and Seller will warrant the common law, which pertain to hazardous substances or materials, environmental matters or contamination of any type whatsoever; and defend such title forever against all claims "Environmental Permits" means licenses, permits, registrations, governmental approvals, agreements and demands whatsoeverconsents which are required under or are issued pursuant to Environmental Laws. 5.1.8 Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft prior to the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Purchaser.

Seller’s Representations and Warranties. Each Seller hereby for itself and not on behalf of the other Sellers, represents and warrants that, as of the date hereof, and as of the Closingto Buyer: 5.1.1 (a) Each Seller is duly formed foreign corporationa limited partnership, validly existing, existing and in good standingstanding under the laws of the State of Delaware, having and is, to the capacity extent necessary, qualified to sue and be sued do business in the State where its own name, having full power, legal right and respective Real Property is located. (b) Each entity comprising Seller has the authority to carry on its business as currently conducted, execute this Contract and to execute, deliver and perform the provisions of its obligations under this Agreement; 5.1.2 Contract. The execution, delivery, and performance by Seller of person executing this Agreement, and the sale of the Aircraft, has been duly authorized by all necessary action Contract on behalf of Seller is duly authorized to do so. (c) Other than as listed on EXHIBIT K attached hereto and do not conflict made a part hereof, there is no pending or, to Seller's knowledge, overtly threatened litigation, or other process, private or regulatory, affecting the Property or any entity comprising Seller that, if decided adversely, would have a Material Adverse Effect on the use or operation of the Property or Seller's ability to perform its obligations hereunder. (d) Seller is in compliance with or result the requirements of Executive Order No. 133224, 66 Fed. Reg. 49079 (Sept. 25, 2001) (the ORDER) and other similar requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury (OFAC) and in any breach enabling legislation or other Executive Orders or regulations in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively called the ORDERS). (e) Neither Seller nor any beneficial owner of Seller nor any Person who provides loans to Seller: (i) is listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the terms rules and regulations of OFAC or constitute a default under pursuant to any document, instrument, or agreement other applicable Orders (such lists are collectively referred to which Seller is a partyas the LISTS); 5.1.3 The person executing this Agreement on behalf (ii) is an individual, corporation, partnership, limited liability company, unincorporated organization, government or any agency or political subdivision thereof or any other form of Seller entity (collectively, a PERSON) who has full power and been determined by competent authority to do so; 5.1.4 Neither it nor any of its employees (be a Person with whom a U.S. Person is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive orders or any assignee as defined in Article 8.7 hereof) are listed lists published by the United States Department of Commerce, the United States Department of Treasury or the United States Department of State including any agency or office thereof; (iii) is owned or controlled by, or acts for or on behalf of, any Person on the Specifically Designated Nationals and Blocked Persons List Lists or any other Person who has been determined by competent authority to be a Person with whom a U.S. Person is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive orders or any lists published by the United States Department of Commerce on Commerce, the Denied Persons List. There exists no United States prohibition on Department of Treasury or the transactions contemplated United States Department of State including any agency or office thereof; or (iv) is under investigation by this Agreement any governmental authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, any crimes which in the United States would be predicate crimes to the identitymoney laundering, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or violation of any Liens that are to be discharged at ClosingAnti-Money Laundering Laws. 5.1.6 This Agreement constitutes the legal, valid and binding obligations of Seller and is enforceable against Seller in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner of the Aircraft as of the date of execution of this Agreement, and at the time of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to the Aircraft, free and clear of all Liens to Purchaser, and Seller will warrant and defend such title forever against all claims and demands whatsoever. 5.1.8 Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft prior to the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Purchaser.

Seller’s Representations and Warranties. Seller hereby represents and warrants to Purchaser that: (a) Seller is a corporation incorporated and existing under the laws of Ontario and has the corporate power to hold, as collectively, legal and beneficial ownership of the date hereofProperty, and as of the Closing: 5.1.1 Seller is duly formed foreign corporation, validly existing, and in good standing, having the capacity to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducted, and to execute, deliver enter into and perform the provisions of all duties and obligations imposed on Seller under this Agreement; 5.1.2 The execution, delivery, (b) the execution and delivery of and performance by the Seller of this Agreement, Agreement and the consummation the purchase and sale of the Aircraft, contemplated hereby has been duly authorized by all necessary corporate action on behalf the part of Seller the Seller, (c) neither the execution nor the delivery of this Agreement, nor the consummation of the purchase and do not sale contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement conflict with or will result in any the breach of any of the terms constating documents, articles or constitute a default under by-laws of the Seller or any documentof the terms, instrumentconditions, or provisions of any agreement or instrument to which Seller is a party; 5.1.3 The person executing this Agreement on behalf of Seller has full power and authority to do so; 5.1.4 Neither it nor party or by which Purchaser or any of its employees assets is bound; (or any assignee as defined in Article 8.7 hereofd) are listed this Agreement has been duly executed and delivered by the United States Department of Treasury on the Specifically Designated Nationals Seller and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or any Liens that are to be discharged at Closing. 5.1.6 This Agreement constitutes the a legal, valid and binding obligations of Seller and is agreement, enforceable against the Seller in accordance with its the terms subject only to any limitation under applicable laws relating to (x) bankruptcy, winding-up, insolvency, arrangement, fraudulent preference and conveyance, reorganization, moratorium assignment and preference and other similar laws of general application affecting the enforceability enforcement of contractual obligations and creditors’ rights generally rights, and by (y) the application discretion that a court may exercise in the granting of equitable principles by courts remedies such as specific performance and injunction; (e) the Nominees listed opposite certain of competent jurisdictionthe Land and Improvements described in Schedule 1.1(a) are the sole registered owners of such Land and Improvements, sitting at law or in equity; andas nominees for and on behalf of Storage Spot, the sole beneficial owner thereof, and of all other Property; 5.1.7 (f) Seller is not a non-resident of Canada within the lawful beneficial owner meaning of the Aircraft Income Tax Act of Canada and the Seller is a registrant for the purposes of any taxes imposed under Part IX of the Excise Tax Act, R.S., 1985, c. E-15; (g) there are no parties in possession of, or claiming any possession to, any portion of the Property, other than pursuant to the Leases (as reflected on the Rent Roll), and there are no leases, service contracts, maintenance agreements or other contracts relating to or otherwise encumbering the Property, other than the Permitted Encumbrances and the Contracts; (h) the Rent Roll (which is effective as of the date indicated thereon) is true, correct and complete in all material respects, with no concessions, discounts or other periods of execution of this Agreementfree or discounted rent having been given to any tenant in respect thereof, other than as disclosed on the Rent Roll. The Rent Roll shall be updated and recertified by the Seller at Closing, and shall, at such time, be true, correct and complete in all material respects with no concessions, discounts or other periods of free or discounted rent having been given, other than as disclosed on the time of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to the Aircraft, free and clear of all Liens to Purchaser, and Seller will warrant and defend such title forever against all claims and demands whatsoever.Rent Roll; 5.1.8 Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft prior to the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 i) (m) Seller has not entered into any agreement with any Governmental Authority affecting the Property other than as has been disclosed in writing and delivered to the Purchaser or that is registered against title to the Land; (j) Seller has not violated or breached, in any respect, any of the terms or conditions of any Permitted Encumbrance, and to the knowledge of the Seller, all the covenants to be performed by any other party to the Permitted Encumbrances have been fully performed; (k) all accounts that are due and owing for commissionswork or services performed or materials placed or furnished upon or in respect of the construction, brokerage fees completion, repair, renovation or maintenance of the Property have been fully paid to date, and at Closing, there will be no such outstanding accounts that could result in the filing of any encumbrance or lien against the Property, other than may be outstanding pursuant to the Construction Contracts; (l) Seller has no knowledge of, and has not received any written notice of, any violation of any applicable laws from any Governmental Authorities concerning the Property, including, without limitation, any outstanding work orders or deficiency or non-compliance notices; (m) Seller has no knowledge of, and has not received, with respect to the Property, written notice from any Governmental Authority regarding any change to the zoning classification, any condemnation, expropriation or similar fees proceedings pending or threatened against the Property, or any proceedings to be paid upon transfer widen or realign any street or highway adjacent to the Property or that otherwise affects the Land or the Improvements; (n) Seller has not received any written or verbal notice or request from any insurance company or board of fire underwriters (or any organization exercising functions similar thereto) requesting the performance of any work or alterations with respect to the Property; (o) there are no tax arrears, local improvement or capital charges, sewer taxes and rents, special levies or assessments, or other rates or charges of a similar nature associated with or pertaining to the Property (other than realty taxes accruing from day to day) (collectively, the “Realty Taxes”), the Seller has not received written notice in connection therewith and no agreement has been entered into by the Seller with the municipality or with any other Governmental Authority which would have the effect of making all or part of the Aircraft that would become the obligation of Purchaser Property subject to or a lien on the Aircraft nor does Seller have assessed for any agreement such Realty Taxes. There are no appeals, claims, actions, suits, proceedings or arrangement to pay any consideration whatsoeverinvestigations pending, directly or indirectlyor, to the knowledge of the Seller, threatened against the Seller relating to such Realty Taxes and the Seller knows of no valid basis for any employeesuch claim, agent action, suit, proceeding, investigation or independent contractor discussion; (p) there are no actions, suits, arbitrations, alternative dispute resolution processes, or administrative or other proceedings by or before any Governmental Authorities or other person, pending, or, to the knowledge of Purchaserthe Seller, threatened against or affecting the Property, and the Seller does not know of any valid basis for any such action, suit, arbitration process or proceeding. To the knowledge of the Seller, there are no investigations by any Governmental Authorities in progress with respect to the Property nor is there any valid basis for any such investigation. Seller is not subject to any judgment, order or decree entered in any lawsuit or proceeding nor has the Seller settled any claim prior to being prosecuted in respect of it. Seller is not the plaintiff or complainant in any action, suit, arbitration, alternative dispute resolution process or proceeding arising out of or connected with the Property; (q) there are no options to purchase the Property, or any portion thereof, in favor of any third party, and there are no rights of first refusal relating to the Property, or any portion thereof, in favor of any third party; (r) to the best knowledge of Seller, all Due Diligence Items delivered by Seller to Purchaser are true, correct and complete in all material respects; (s) there are no employment agreements of any kind to which Seller is a party, including union and collective bargaining agreements, which will be binding on Purchaser after the Closing, other than the Construction Contracts; and (t) save and except as disclosed by the Purchaser to the Seller in respect of the Stoney Creek Property, the Seller has received no notice of any environmental contamination on, at or adjacent to the Property; Seller shall deliver a certificate to Purchaser at Closing updating and recertifying all of the foregoing representations and warranties to Purchaser as of the Closing Date. All of the foregoing representations and warranties expressly shall survive the Closing for a period of one (1) year thereafter. The Purchaser acknowledges that, other than as expressly represented or warranted by the Seller pursuant to this Agreement, the Purchaser shall purchase the Property on an “as is, where is” basis.

Seller’s Representations and Warranties. Seller hereby represents and warrants that, to Purchaser that as of the date hereof, of this Agreement: (a) Seller and as each of the Closing: 5.1.1 Seller other Simon Interest Holders is duly formed foreign a limited liability company, limited partnership or corporation, as applicable, duly organized, validly existing, existing and in good standing, having standing under the capacity to sue laws of the state in which said entity was formed. Seller has the full power and be sued in lawful authority under its own name, having full power, legal right and authority to carry on its business as currently conducted, and respective organizational documents to execute, deliver and perform the provisions of this Agreement and all documents which are contemplated to be delivered at Closing pursuant to this Agreement; 5.1.2 The , and each of the Simon Interest Holders has the full power and lawful authority to execute, deliver and perform all instruments and agreements contemplated by this Agreement to be delivered by said entity. All actions necessary to confer such power and authority upon the persons executing this Agreement (and all documents which are contemplated by this Agreement to be executed by the respective Simon Interest Holders) have been taken. Seller's execution, delivery, delivery and performance by Seller of this Agreement, and the sale of the Aircrafteach Simon Interest Holder's execution, has been duly authorized by all necessary action on behalf of Seller delivery and do not conflict with or result in any breach performance of any of the terms or constitute a default under documents contemplated to be executed and delivered at closing pursuant to this Agreement, will not result in any document, instrumentviolation of, or agreement to which Seller is a party; 5.1.3 The person executing this Agreement on behalf of Seller has full power and authority to do so; 5.1.4 Neither it nor default under, or require any notice or consent under, any of its employees the organizational documents of said entity. (b) All of the Simon Ownership Interests are owned by Seller or, as the case may be, the applicable Simon Interest Holder, free and clear of any and all security agreements, financing statements, liens (including federal, state or local tax liens and any assignee as defined in Article 8.7 hereof) liens arising pursuant to state bulk sales or bulk transfer laws), encumbrances, security interests or other claims of any kind (collectively, "LIENS"). The Simon Ownership Interests are listed by the United States Department not subject to any option, right of Treasury on the Specifically Designated Nationals and Blocked Persons List first refusal, purchase agreement, put, call or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related other right to the identitypurchase (collectively, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof"PRE-EMPTIVE RIGHTS"), other than (i) this Agreement or any Liens that are (ii) the Pre-Emptive Rights of third parties expressly set forth in the Venture Companies' Organizational Documents. The applicable Simon Ownership Interests shall be transferred to be discharged at Closing. 5.1.6 This Agreement constitutes Purchaser upon the legal, valid and binding obligations consummation of Seller and is enforceable against Seller in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner of the Aircraft as of the date of execution of this Agreement, and at the time of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to the Aircraft, each Closing free and clear of all Liens to Purchaser, and Seller will warrant and defend such title forever against all claims and demands whatsoeverPre-Emptive Rights. 5.1.8 Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft prior to the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Purchaser.

Seller’s Representations and Warranties. Seller Seller, Hearthstone and Long Horn (but Long Horn only with regard to Section 5.2(a) and Section 5.2(kk)) each hereby represents and warrants that, to Purchaser as follows (with the understanding and agreement that the representations and warranties of the date hereof, each party constituting Seller set out below or otherwise in this Agreement is joint and as of the Closing:several): 5.1.1 (a) Each entity comprising Seller and Hearthstone is duly formed foreign corporation, a limited partnership validly existing, existing and in good standing, having standing under the capacity to sue laws of its state of formation and be sued in its own name, having full power, legal right has all requisite partnership power and authority to carry on its business as currently conducted, and to execute, deliver and perform the provisions of this Agreement;, and to consummate the transactions contemplated hereby. Long Horn is an exempted Company with limited liability validly existing and in good standing under the laws of its state of formation and has all requisite exempted company power and authority to execute, deliver and perform this Agreement, and to consummate the transactions contemplated hereby. 5.1.2 (b) This Agreement has been duly authorized, executed, and delivered by Seller and Hearthstone, and constitutes the legal, valid, and binding obligation of Seller and Hearthstone and is enforceable against Seller and Hearthstone in accordance with its terms, except to the extent such enforceability may be limited by bankruptcy, reorganization, insolvency, or similar laws of general applicability governing the enforcement of the rights of creditors or by the general principles of equity (regardless of whether considered in a proceeding at law or in equity). (c) No consent of any creditor, investor, judicial or administrative body, Health Department or other Governmental Authority, or other party to such execution, delivery or performance by Seller or Hearthstone is required except as set forth herein. (d) The execution, delivery, and performance of this Agreement by Seller of this Agreement, and Hearthstone and the sale consummation by Seller and Hearthstone of the Aircraft, has been duly authorized by all necessary action on behalf of Seller and do transactions contemplated hereby will not violate or conflict with or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement to which Seller is a party; 5.1.3 The person executing this Agreement on behalf term of Seller has full power and authority to do so; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereof) are listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business organizational documents of Seller or Hearthstone. (e) Seller owns the Transferred Personal Property and the leasehold estates created by the NHP Lease. The Property, together with any property owned by NHP and leased to Seller pursuant to the purpose for which NHP Lease, includes all property being used to operate the Aircraft was previously used;Facilities as assisted living and dementia care facilities. The Facilities are managed by Manager. 5.1.5 (f) Except as set forth on Schedule 5.2(f), Seller has not entered into completed all repair and remediation of the Deferred Maintenance Items (as that term is defined in Section 8.2(b) of the NHP Lease) or any other agreements under which it has agreed to sell items referenced by any so-called “structural” or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or any Liens that are to be discharged at Closing. 5.1.6 This Agreement constitutes the legal, valid and binding obligations of Seller and is enforceable against Seller in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner of the Aircraft as of the date of execution of this Agreement, and at the time of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to the Aircraft, free and clear of all Liens to Purchaser, and Seller will warrant and defend such title forever against all claims and demands whatsoever. 5.1.8 Seller has paid “property condition” reports regarding any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft prior to the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts OwedFacilities. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Purchaser.

Seller’s Representations and Warranties. Seller hereby represents makes the following representations and warrants thatwarranties to Buyer, each of which is true and correct as of the date hereof, Effective Date and as of the ClosingClosing Date: 5.1.1 Seller (a) Each of Global and TPS is duly formed foreign corporation, validly existing, and a corporation in good standing, having standing under the capacity laws of the state of its incorporation and TPS is in good standing and qualified to sue and be sued transact business in its own name, having the State of Georgia. (b) Seller has full power, legal right power and authority to carry on its business as currently conducted, and to executeenter into, deliver and perform the provisions of this Agreement; 5.1.2 The execution, delivery, and performance by Seller of this Agreement, and this Agreement constitutes Seller’s valid and binding obligation, enforceable in accordance with its terms, except to the sale extent that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally, and (ii) is subject to general principles of the Aircraft, has been duly authorized by all necessary action on behalf equity (regardless of Seller whether such enforceability is considered in a proceeding in equity or at law). (c) The execution and do delivery of this Agreement does not conflict with or result in any breach of any of the terms with, violate, or constitute a default under any documentthe terms, instrumentconditions, or provisions of any agreement or instrument to which Seller is a party; 5.1.3 The person executing , including but not limited to its Credit and Security Agreement dated April 29, 2008 by and between Global Employment Solutions, Inc., its subsidiaries and Xxxxx Fargo Bank, National Association (“Xxxxx Fargo”), or any law, judgment, or order of which Seller is aware, in each case that would materially and adversely affect Seller’s ability to fulfill its obligations under this Agreement on behalf or that would materially impair the value of Seller has full power the Assets taken as a whole (a “Material Adverse Effect”); provided that Buyer understands and authority to do so; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereof) are listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on acknowledges that the transactions contemplated by this Agreement related require the consent of (i) certain of Global’s lenders, including Xxxxx Fargo, (ii) certain of Seller’s preferred stockholders and (iii) Global’s and TPS’s board of directors (collectively, the “Required Consents”). The execution and delivery of this Agreement will not result in the creation of any lien, security interest, or encumbrance on any of the Assets. (d) There are no actions, suits, proceedings, or claims now pending, or, to the identitybest of Seller’s knowledge, citizenship, location or business of threatened against Seller or to the purpose for which the Aircraft was previously used;Assets that would cause a Material Adverse Effect. 5.1.5 (e) Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or any Liens that are to be discharged at Closing. 5.1.6 This Agreement constitutes the legal, valid and binding obligations of Seller and is enforceable against Seller in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner of the Aircraft as of the date of execution of this Agreement, and at the time of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to the Aircraft, Assets free and clear of all Liens to Purchaser, and Seller will warrant and defend such title forever against all claims and demands whatsoever. 5.1.8 Seller has paid any and all taxes, fees, duties, penaltiesliens, charges, invoicesand encumbrances, other than the Permitted Liens listed on Schedule 5, if any, and statements arising from any purchasecontractual requirement to obtain the consent of a party to a Contract that is being assigned hereunder. (f) To the best of Seller’s knowledge, saleall of the Contracts are in full force and effect, deliveryhave been duly executed by the parties, transferand neither Seller nor any other party is in material default under any Contract, possessionsnor has Seller knowledge that any party to any of these agreements intends to cancel or terminate any of these Contracts. (g) To the best of Seller’s knowledge, useeach agreement, storage, operation, consumptioninstrument, or registration license with respect to the Intangible Property is in full force and effect, and neither Seller nor any other party is in material default under any such agreements. (h) Seller is not a party to, or otherwise bound by, any collective bargaining agreement, multi-employer pension fund, or other labor union agreement with respect to any person(s) employed by Seller in connection with its operation of the Aircraft prior Georgia Business. (i) Seller is in material compliance with all federal, state, and local laws and regulations including without limitation I-9 employment eligibility verification with respect to the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or operation of the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts OwedGeorgia Business. 5.1.9 Seller has not entered into any agreement for commissions(j) There are no material undisclosed expenses or liabilities (or pre-closing occurrences or omissions that could reasonably be expected to give rise thereto) being assumed by Buyer with respect to the Georgia Business. (k) TPS is a wholly-owned subsidiary of Global Employment Solutions, brokerage fees or similar fees to be paid upon transfer Inc. Global Employment Solutions, Inc. is a wholly-owned subsidiary of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of PurchaserGlobal.

Seller’s Representations and Warranties. Seller hereby Each of Sellers jointly and severally represents and warrants that, to Buyer that the statements contained in this ss.3 are correct and complete as of the date hereof, of this Agreement and will be correct and complete as of the Closing:Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this ss.3), except as set forth in the disclosure schedule accompanying this Agreement (the "Disclosure Schedule"). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this ss.3. 5.1.1 Seller (a) Organization. Other than Target, each of Parent and Parent's Subsidiaries is a corporation duly formed foreign corporationorganized, validly existing and in good standing under the laws of the State of Delaware. Target is a limited partnership duly organized, validly existing, and in good standing, having standing under the capacity to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducted, and to execute, deliver and perform the provisions of this Agreement; 5.1.2 The execution, delivery, and performance by Seller of this Agreement, and the sale laws of the Aircraft, has been State of Delaware. Sellers are duly authorized by all necessary action on behalf to conduct business and are in good standing under the laws of Seller and do each jurisdiction where such qualification is required except to the extent that any failure to be so qualified would not conflict with or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement to which Seller is a party; 5.1.3 The person executing this Agreement on behalf of Seller has Material Adverse Effect. Sellers have full power and authority and all licenses, permits, consents, approvals and authorizations necessary to do so; 5.1.4 Neither it nor carry on the businesses in which they are engaged and in which they presently propose to engage and to own and use the properties owned and used by them, except for those licenses, authorizations, permits, consents and approvals the absence of which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Sellers. ss.3(a) of the Disclosure Schedule lists the directors and officers each of Sellers. Sellers have delivered or made available to Buyer correct and complete copies of the certificate of incorporation and bylaws of Parent and the certificate of limited partnership and limited partnership agreement of Target (each as amended to date). The minute books (containing the records of meetings or actions of the stockholders, partners, board of directors, and any committees), the stock certificate books, the stock record books and other records detailing the actions of each of Sellers, as applicable, are correct and complete. Parent is not in violation of any provision of its employees (certificate of incorporation or bylaws. Target is not in violation of any assignee as defined in Article 8.7 hereof) are listed by the United States Department provision of Treasury on the Specifically Designated Nationals and Blocked Persons List its certificate of limited partnership or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or any Liens that are to be discharged at Closinglimited partnership agreement. 5.1.6 This Agreement constitutes the legal, valid and binding obligations of Seller and is enforceable against Seller in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner of the Aircraft as of the date of execution of this Agreement, and at the time of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to the Aircraft, free and clear of all Liens to Purchaser, and Seller will warrant and defend such title forever against all claims and demands whatsoever. 5.1.8 Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft prior to the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Purchaser.

Seller’s Representations and Warranties. (a) Seller hereby represents and warrants that, as of the date hereof, and as of the Closing: 5.1.1 to Buyer that Seller is duly formed foreign a corporation, duly formed, validly existing, existing and in good standingstanding under the laws of the State of Delaware; Seller has full right, having the capacity to sue and be sued in its own name, having full power, legal right power and authority to carry on its business as currently conducted, enter into this Agreement and to execute, deliver consummate the transactions contemplated hereby; no consent is necessary from any party in order for Seller to enter into and perform the provisions of this Agreement; 5.1.2 The execution, delivery, ; the person signing this Agreement and performance by Seller of this Agreement, and the sale of the Aircraft, has been duly authorized by all necessary action on behalf of Seller and do not conflict with or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement to which Seller is a party; 5.1.3 The person executing this Agreement other documents on behalf of Seller has full power and authority to do so; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereof) are listed bind Seller; and when executed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by Seller, this Agreement related to the identity, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or any Liens that are to shall be discharged at Closing. 5.1.6 This Agreement constitutes the legal, valid binding and binding obligations of Seller and is enforceable against Seller in accordance with its terms subject to applicable bankruptcyterms, insolvencyand upon Seller’s execution of any other documents contemplated herein, fraudulent conveyancethey shall be binding and enforceable against Seller in accordance with their terms. (b) To Seller’s knowledge, reorganizationSeller has not received any written notice from any city, moratorium and similar laws affecting county, state or other government authority stating that the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or Property is in equity; and 5.1.7 Seller is the lawful beneficial owner material violation of the Aircraft as of laws, rules or ordinances applicable to the date of execution of this AgreementProperty, which violation has not been remedied, and at the time of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to the Aircraft, free and clear of all Liens to Purchaser, and Seller will warrant and defend Seller’s knowledge there are no such title forever against all claims and demands whatsoeveruncured material violations. 5.1.8 (c) To Seller’s knowledge, Seller has paid not received written notice of any and all taxesactions, feessuits or proceedings of any kind or nature whatsoever, dutieslegal or equitable, penaltiespending or threatened, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft prior to the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, leviedProperty, or assessed any portion or portions thereof, in any court or before or by any federal, state, county or municipal department, commission, board, bureau or agency or other governmental instrumentality, including, without limitation, any condemnation or eminent domain proceeding, that would materially affect the ownership, development, use, value or operation of the Property, and will defend and hold Purchaser harmless from to Seller’s knowledge there are no such Amounts Owedactions, suits or proceedings. 5.1.9 (d) Seller is not a “foreign person” which would subject Buyer to the withholding tax provisions of Section 1445 of the Internal Revenue Code of 1986, as amended. (e) Seller is in compliance with the requirements of Executive Order No. 13224, 66 Fed Reg. 49079 (September 25, 2001) (the “Order”) and other similar requirements contained in the rules and regulations of the Office of Foreign Asset Control, Department of the Treasury (“OFAC”) and in any enabling legislation or other Executive Orders in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively called the “Orders”). Seller is and has always been in compliance with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “Patriot Act”). Seller: (i) is not listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the “Lists”); (ii) has not been determined by competent authority to be subject to the prohibitions contained in the Orders; and (iii) is not owned or controlled by, nor acts for or on behalf of, any person or entity on the Lists or any other person or entity that has been determined by competent authority to be subject to the prohibitions contained in the Orders. (f) To Seller’s knowledge, except for any such matters which may have been previously cured by Seller and except as otherwise disclosed in any environmental reports obtained by Buyer, or delivered or made available to Buyer during the Due Diligence Period, (i) Seller has not entered into received written notice from any agreement for commissionsgovernmental entity of any violation of any Environmental Laws related to the Property, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become presence or release of Hazardous Materials on, in, under or from the obligation Property, and (ii) there are no material violations of Purchaser any Environmental Laws related to the Property. As used herein, the term “Environmental Laws” includes without limitation, all statutes, ordinances, orders, rules and regulations of all federal, state or local governmental agencies relating to the use, generation, manufacture, installation, release, discharge, storage or disposal of Hazardous Materials as they relate to the Property. As used herein, the term “Hazardous Materials” includes petroleum, petroleum products, asbestos, asbestos containing materials, polychlorinated biphenyls, radioactive materials, radon gas or any chemical, material or substance defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous waste,” “restricted hazardous waste” or “toxic substances,” or words of similar import, under any Environmental Laws, including without limitation the Federal Water Pollution Control Act, as amended (33 U.S.C. § 1251 et seq.), the Resource Conservation and Recovery Act, as amended (42 U.S.C. § 6901 et seq.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. § 9601 et seq.), the Hazardous Materials Transportation Act, as amended (49 U.S.C. § 1801 et seq.), the Superfund Amendments and Reauthorization Act, as amended (42 U.S.C. § 9601 et seq.), and the Toxic Substances Control Act, as amended (15 U.S.C. § 2601 et seq.). (g) Other than the Leaseback Lease and the SPT Lease (as defined below), there are no leases, rental agreements or third-party occupancy agreements affecting the Real Property, or any portion thereof. Other than Seller pursuant to the Leaseback Lease and SPT Tenant pursuant to the SPT Lease, as of the Closing Date, no person or party will have the right to occupy any portion of the Real Property pursuant to any lease or license agreement to which Seller is a lien on party. Seller has not granted to any other person a right or option to purchase the Aircraft nor does Seller Property, and to Seller’s knowledge, no other parties have any agreement such right or arrangement option to pay any consideration whatsoeverpurchase the Property. As used herein the term “SPT Tenant” means SPT Microtechnologies, directly or indirectlyUSA, Inc., a Delaware corporation, as successor to any employeeSPTS Technologies, agent or independent contractor of Purchaser.Inc., a

Seller’s Representations and Warranties. Seller hereby represents and warrants that, to Buyer as of the date hereofExecution Date, and again as of the ClosingFirst Closing Date and the Supplemental Closing Date (any representation or warranty made in this Section 6 with respect to the Properties shall: (i) if made as of the Execution Date, refer to the Initial Properties as described in Section 1; (ii) if made as of the First Closing Date, refer to the Initial Properties, including any Supplemental Properties added thereto pursuant to Section 2(a); and (iii) if made as of the Supplemental Closing Date, refer to the Supplemental Properties), as follows: 5.1.1 (a) Seller is (i) has been duly formed foreign corporation, and is validly existing, existing and in good standingstanding under the laws of the State of Delaware and is duly qualified to do business, having and is in good standing as a foreign entity, in the capacity State of Texas, (ii) is authorized to sue enter into this Agreement and be sued in its own nameconsummate the transactions contemplated hereby, having full power, legal right and (iii) has all requisite power and authority to carry on own and operate its business as currently conducted, property (including the Properties). (b) Neither the execution and to execute, deliver and perform the provisions delivery of this Agreement; 5.1.2 The execution, delivery, and Agreement nor the consummation or performance by Seller of this Agreement, and the sale of the Aircraft, has been duly authorized by all necessary action on behalf of Seller and do not conflict with or transactions contemplated hereby will (i) result in any breach of any of the terms or constitute a default under any document, instrument, agreement or agreement instrument to which Seller is a party; 5.1.3 The person executing this Agreement party or by which any of the Properties is bound, (ii) violate any provision of Seller’s organizational or governing documents, (iii) violate any order, writ, injunction, permit, decree or Law applicable to Seller or to any of the Properties, or (iv) require any filing, consent or approval under any Law (except for approvals required to be obtained from Governmental Authorities who are lessors under the Leases or who administer such Leases on behalf of Seller has full power and authority to do so; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereofsuch lessors) are listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or any Liens that are to be discharged at Closingcustomarily obtained post-closing. 5.1.6 (c) This Agreement constitutes (and the other instruments delivered pursuant hereto, when executed and delivered, will constitute) the legal, valid and binding obligations of Seller and is Seller, enforceable against Seller in accordance with its terms their respective terms, except as limited by bankruptcy or other Laws applicable generally to creditor’s rights and as limited by general equitable principles. (d) There are no pending suits, actions, or other proceedings to which Seller is a party, and, to Seller’s Knowledge, none have been threatened, relating to any of the Properties, including, without limitation, any actions challenging or pertaining to Seller’s title to any of the Properties or seeking to affect, impair, or prevent the execution and delivery by Seller of this Agreement or the consummation by Seller of the transactions contemplated hereby. (e) None of the Properties (i) is subject to applicable bankruptcythe terms of any preferential right for a third Person to purchase such Property, insolvencya right of first refusal, fraudulent conveyanceor (except for the AMI) any area of mutual interest agreement or (ii) requires the consent of any third Person to the valid assignment of such Property to Buyer. In addition, reorganization(x) the Properties do not include any contracts, moratorium and similar laws affecting agreements or commitments (other than the enforceability of contractual obligations and creditors’ rights generally and by Initial Leases, and, as applicable, the application of equitable principles by courts of competent jurisdiction, sitting at law or in equitySupplemental Leases); and 5.1.7 Seller is the lawful beneficial owner (y) none of the Aircraft Properties (or any portion thereof) has been pooled, unitized or communitized; (z) other than any easements or rights-of-way contained in the Initial Leases or the Supplemental Leases, as of well as any easements or rights-of-way implied under the date of execution of this AgreementInitial Leases, and at Supplemental Leases, or applicable Laws, the time of the ClosingProperties do not include any other, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to the Aircraft, free and clear of all Liens to Purchaser, and Seller will warrant and defend such title forever against all claims and demands whatsoeverseparate easements or rights-of-way. 5.1.8 Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft prior to the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 f) Seller has not entered into engaged any financial advisor, broker, agent, or finder, or incurred any Liability, contingent or otherwise, in favor of any other such Person relating to the transactions contemplated by this Agreement for which Seller will have any responsibility, obligation, or Liability of any kind or, as the result of which, Seller (or Buyer as transferee) would be obligated to further transfer any interest in the Properties to such individual or entity. (g) Seller has not (nor, to Seller’s Knowledge, except as set forth on Schedule 6(g), has any of Seller’s predecessors in interest) conducted oil and gas exploration, development, or production operations on the Leases, or any lands pooled or unitized therewith. (h) Seller has provided Buyer with true, correct and complete copies (with all amendments) of all of the Leases, all of which are valid and binding and in full force and effect, and no default or breach has occurred or is continuing. (i) Except for items for which an adjustment to the Purchase Price is made pursuant to Section 17, (i) the expiration date for each Lease is set forth on Exhibit A (as the same may be amended in connection with the Supplemental Closing), together with any extension rights and extension costs; (ii) all Leases are “paid-up” and require no further obligation payments (including lease bonuses, delay rentals and deferred payments of any kind) throughout the remainder of the respective terms of the Leases, except that the primary terms of certain Leases may be extended with an additional payment; and (iii) all Leases expressly permit pooling, including, without limitation, with regard to planned horizontal xxxxx thereon. (j) There are no outstanding authorities for expenditure or other commitments to make capital expenditures relating to any portion of the Leases that will be binding on Buyer after the applicable Closing Date. (k) There is no equipment and no contracts or agreements that are material to the Leases or operations related thereto. (l) None of the Leases contains any express provision obligating Seller to drill any xxxxx, or contains provisions or conditions (such as continuous drilling clauses) which, if not satisfied, could result in a forfeiture or loss by Seller of all or any part of any Lease. (m) Seller is (individually and with regard to its ownership of the Leases), and to Seller’s Knowledge, the Leases are, in compliance with all applicable Laws. (n) No Property-Related Taxes have been imposed upon or assessed with respect to the Leases, or the ownership thereof, or the production of Hydrocarbons therefrom or otherwise become due and payable by Seller. No tax returns or tax filings have been, or are currently, due from Seller to any Governmental Authority. None of the Leases is held in or subject to an arrangement or agreement that results in any of the Properties being treated as held in or subject to a partnership (or otherwise treated as an interest in any entity) for commissionsfederal, brokerage fees state, or similar fees local income tax purposes. (o) Except as set forth on Schedule 6(o), none of the Leases is subject to a Lien or other Claim or encumbrance, including, without limitation, any net profits interest, call on production, or obligation to deliver any production from the Leases after the applicable Effective Time without the right to be immediately paid upon transfer for the same. (p) To Seller’s Knowledge: (i) there are no currently active xxxxx located on the Leases; and (ii) all inactive xxxxx located on the Leases have been properly plugged and abandoned in accordance with all applicable Laws. (q) Seller has not elected not to participate in any operation or activity proposed with respect to any of the Aircraft Leases that could result in any of Buyer’s interest in any portion of the Properties becoming subject to relinquishment, reassignment, penalty or forfeiture as a result of such election not to participate in such operation or activity. (r) Neither Seller, nor any Affiliate, has received, reserved or otherwise obtained any royalty, overriding royalty, net profits interest, production payment, or other burden or encumbrance on any of the Properties that would become survive Closing or otherwise burden any interest in the obligation of Purchaser or Properties being conveyed to Buyer at Closing, insofar as the result thereof would cause the actual Net Revenue Interest in any Properties to be conveyed to Buyer hereunder (calculated based on a lien on the Aircraft nor does Seller have any agreement or arrangement 100% Working Interest) to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Purchaserfall below 75%.

Seller’s Representations and Warranties. Acadia and each Seller hereby represents jointly and warrants thatseverally represent and warrant to Purchaser as follows, as with regard to each Seller and each Property. (a) Each of the date hereof, Seller and as of the Closing: 5.1.1 Seller Acadia is duly formed foreign corporationorganized, validly existing, existing and in good standingstanding under the laws of the state of its organization, having and is duly authorized to transact business in each state where it is required by law to qualify to transact business. (b) Each of Seller and Acadia has, without notice to or consent or joinder of any other person or entity, the capacity to sue and be sued in its own namefull right, having full power, legal right power and authority to carry on its business as currently conducted, and to execute, deliver and perform the provisions of this Agreement; 5.1.2 . The execution, delivery, delivery and performance by Seller of this Agreement, Agreement by each of Seller and the sale of the Aircraft, Acadia has been duly and validly authorized by all necessary action on behalf of Seller and do not conflict with or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement to which Seller is a party; 5.1.3 The person executing this Agreement on behalf of Seller has full power and authority to do so; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereof) are listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons Listrequisite action. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or any Liens that are to be discharged at Closing. 5.1.6 This Agreement constitutes the legal, valid and binding obligations agreement of each Seller and is Acadia, enforceable against Seller in accordance with its terms subject to applicable bankruptcyterms. (c) Each of Seller’s and Acadia’s execution, insolvency, fraudulent conveyance, reorganization, moratorium delivery and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner of the Aircraft as of the date of execution performance of this Agreement, and at the time of any other documents to be executed and delivered by any of the Sellers at Closing, do not and will cause not violate, conflict with, result in the registered owner breach of or constitute a default under any of Sellers’ or Acadia’s organizational documents, any mortgage, indenture, document, instrument or agreement to which any Seller or Acadia is a party or by which any Seller or Acadia or any portion of the Aircraft, Owner Trustee, to convey good and marketable title Property is bound or any Legal Requirement. (d) Except to the Aircraftextent set forth in the Due Diligence Items, free and clear Sellers have not received written notice, nor does any Seller have knowledge, of any pending, threatened or contemplated action by any Governmental Authority having the power of eminent domain that might result in all Liens to Purchaseror any part of the Property being taken by condemnation, and Seller will warrant and defend eminent domain or conveyed in lieu of such title forever against all claims and demands whatsoevertaking. 5.1.8 (e) Except to the extent set forth in the Due Diligence Items, no Seller has paid received written notice, nor does any and all taxesSeller otherwise have knowledge, feesof any claim by any Governmental Authority relating to actual or alleged violations of any Legal Requirements. (f) Sellers have not used any of the Properties, dutiesnor to the best of each Seller’s knowledge, penaltiesexcept to the extent set forth in the Due Diligence Items, chargeshas any Property been used for the use, invoicesmanufacture, and statements arising from any purchasegeneration, sale, delivery, transfer, possessions, usedisposal, storage, operationor release of Hazardous Substances other than use and storage, consumptionif at all, of commonly used and commercially available cleaning supplies and materials used in accordance with applicable Environmental Laws. To the best of each Seller’s knowledge, after due inquiry with its property manager and except as disclosed in any Due Diligence Items, there are no Hazardous Substances located in, on, under or registration about any of the Aircraft prior Properties other than use and storage, if at all, of commonly used and commercially available cleaning supplies and materials used in accordance with applicable Environmental Laws. Except to the Closing extent set forth in the Due Diligence Items, to Sellers’ knowledge, there are no underground storage tanks on any of the Properties. “Hazardous Substances” mean (“Amounts Owed”)i) any oil, provided thatflammable substances, if Amounts Owed are not yet dueexplosives, imposedradioactive materials, leviedhazardous wastes or substances, toxic mold, toxic wastes or assessed against Seller substances or any other materials or pollutants which (A) pose a hazard to the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, Property or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees to persons on or similar fees about the Property or (B) cause the Property to be paid upon transfer in violation of any Environmental Law (hereinafter defined) and (ii) any chemical, material or substance defined as or included in the Aircraft that would become the obligation definitions of Purchaser or “hazardous substances”, 12| P a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Purchaser.g e LEGAL_US_E # 101661756.3

Seller’s Representations and Warranties. Seller hereby warrants and represents and warrants thatto Buyer, as of the date hereof, Effective Date and as of the ClosingClosing Date, as follows: 5.1.1 Seller is duly formed foreign corporation, validly existing, and in good standing, having the capacity to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducted, and to execute, deliver and perform the provisions of this Agreement; 5.1.2 (a) The execution, delivery, delivery and performance by Seller of its obligations under this Agreement, and the sale of the Aircraft, has been duly authorized by all necessary action on behalf of Seller and do Agreement will not conflict with or result in any a breach of any of the terms of, or constitute a default under under, any documentof the provisions of any law, instrumentgovernmental rule, regulations, judgment, decree or order by which the Seller is bound, or agreement by any of the provisions of any contract to which the Seller is a party; 5.1.3 The person executing this Agreement on behalf of bound, or by the organic agreements establishing and regulating the Seller’s business affairs, and the Seller has full power and authority to do so; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereof) are listed by the United States Department of Treasury on the Specifically Designated Nationals enter into and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on consummate the transactions contemplated by this Agreement related to the identityAgreement, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or any Liens that are to be discharged at Closingand all consents and approvals necessary therefor have been obtained. 5.1.6 This Agreement constitutes the legal, valid and binding obligations of Seller and is enforceable against Seller in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 (b) Seller is the lawful beneficial legal and equitable owner of the Aircraft as of the date of execution of this Agreement, and at the time of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable fee simple title to the Aircraft, Property and has the right to convey such fee simple title by Deed to Buyer on the Closing Date free and clear of all Liens options, rights, covenants, easements, liens and other rights in favor of third parties, other than the Permitted Exceptions. The Property is not subject to Purchaser, and Seller will warrant and defend such title forever against all claims and demands whatsoever. 5.1.8 Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, any: (i) outstanding agreements of sale, deliveryoptions, transfer, possessions, use, storage, operation, consumptionliens, or registration other rights of third parties to acquire any interest(s) therein, except as set forth in the Preliminary Report; (ii) ground leases or other leases or tenancies (other than the lease of the Aircraft prior entire Property to Zhone Technologies, Inc. which will be terminated on the Closing), including but not limited to equipment or signage leases, or other agreements relating to the Closing ownership of the Property; (“Amounts Owed”)iii) real estate, provided thatmanagement, if Amounts Owed are not yet duesupply, imposedpromotional, leviedoperating, maintenance, security or other service contracts, except such contracts made available to Buyer for review pursuant to Section 7 hereof; (iv) any declarations of covenants, conditions and restrictions, or assessed against Seller similar encumbrances, affecting the Property, except as provided in the Preliminary Report; or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Purchaser.(v) other encumbrance(s) other than as provided in the

Seller’s Representations and Warranties. (a) Seller hereby represents and warrants to Purchaser that: (i) Seller has the full right, as of the date hereofpower, and as authority, without the joinder of the Closing: 5.1.1 Seller is duly formed foreign corporationany other person or entity, validly existingto enter into, execute and in good standing, having the capacity to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducteddeliver this Agreement, and to execute, deliver perform all duties and perform the provisions of obligations imposed on Seller under this Agreement;, 5.1.2 The execution, delivery, and performance by Seller (ii) neither the execution nor the delivery of this Agreement, and nor the sale consummation of the Aircraftpurchase and sale contemplated hereby, has been duly authorized by all necessary action on behalf nor the fulfillment of Seller or compliance with the terms and do not conditions of this Agreement conflict with or will result in any the breach of any of the terms or constitute a default under any documentterms, instrumentconditions, or provisions of any agreement or instrument to which Seller is a party or by which Seller or any of Seller’s assets is bound, (iii) except as disclosed on Schedule 4.3(a)(iii), there is no existing or pending (or to Seller’s knowledge threatened) litigation affecting Seller or the Property and Seller has not received written notice of any threatened litigation that has not been resolved, (iv) Seller has no knowledge of, and has not received any written notice of any violation of any governmental requirements (including “Environmental Requirements”, as defined below) concerning the Property, which have not been remedied, (v) Seller has no knowledge of, and has not received, with respect to the Property, written notice from any governmental authority regarding any change to the zoning classification, any condemnation proceedings or proceedings to widen or realign any street or highway adjacent to the Property or that otherwise affects the Land or the Improvements, which have not been completed, (vi) the list of contracts attached hereto as Exhibit “E” (the “Contracts”), is a true, correct and complete list of all service contracts, equipment leases and/or maintenance agreements affecting the Property, and there are no other such agreements affecting the Property, (vii) Seller is not a “foreign person” within the meaning of Sections 1445 and 7701 of the Internal Revenue Code of 1986, as amended, (viii) except for those tenants in possession of the Property under written leases for space in the Property, as shown on the rent roll attached hereto as Exhibit “F” (the “Rent Roll”) and three complementary units provided to an owner of Seller and an employee of Seller (the “Complementary Units”), there are no parties in possession of, or, to Seller’s knowledge, claiming any possession to, any portion of the Property. The use and occupancy of the Complimentary Units and any lease agreement related to same shall terminate no later than the sixtieth (60th) day following Closing and Seller shall cause the owner and employee occupant to timely vacate the Complimentary Units on or before the sixtieth (60th) day following Closing (the “Termination Date”), provided that said owner and employee occupant may sign Purchaser’s standard lease for the Complimentary Units prior to the Termination Date and pay rent thereunder for a term commencing on the Termination Date, (ix) at Closing there will be no unpaid bills or claims in connection with any repair of the Property by or on behalf of Seller that could result in the filing of a lien against the Property, (x) the Rent Roll (which is effective as of the date indicated thereon), and as the same shall be updated and recertified at Closing by Seller, is and shall be true, correct and complete in all material respects and no concessions, discounts or other periods of free or discounted rent have been given other than those reflected on such Rent Roll, (xi) the financial statements delivered by Seller to Purchaser pursuant to Section 4.1 hereof are true, correct and complete in all material respects, (xii) except as may be disclosed in any environmental assessment reports delivered by Seller to Purchaser pursuant to Section 4.1 hereof, Seller has no knowledge, and has received no written notice regarding any environmental contamination on, at, or adjacent to at the Property, except as set forth on Schedule 4.3(a)(xii) attached hereto, (xiii) Seller has not received any written notice or request from any insurance company or board of fire underwriters (or any organization exercising functions similar thereto) requesting the performance of any work or alterations with respect to the Property, except those as to which Seller has completed remedial action, (xiv) there are no employment agreements of any kind to which Seller is a party, including union or collective bargaining agreements, which will be binding on Purchaser after the Closing, (xv) except as set forth on attached Schedule 4.3(a)(xv), to Seller’s knowledge, the Improvements were constructed substantially in accordance with the plans and specifications for the construction thereof; 5.1.3 The person executing this Agreement (xvi) except as may be disclosed in any environmental assessment reports delivered by Seller to Purchaser pursuant to Section 4.1 hereof, to Seller’s knowledge, (a) there are no underground storage tanks located on behalf or under the Property, (b) there are no conditions on or at the Property which are in non-compliance with “Environmental Requirements” (as defined below), and (c) there are no “Hazardous Materials” (as defined below) on, in or under the Property in quantities that require reporting, investigation or remediation under Environmental Requirements, (xvii) to Seller’s knowledge, Seller has obtained all necessary certificates, licenses and other governmental approvals necessary for the operation of the Property and the conduct of its business and all required zoning, building code, land use, environmental and other similar permits or approvals, all of which are in full force and effect as of the date hereof. To Seller’s knowledge, the Property is legally compliant and conforming with all applicable zoning laws, rules and regulations, and (xviii) Seller is in compliance with the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 23, 2001) (the “Executive Order”) and other similar requirements contained in the rules and regulations of the office of Foreign Assets Control, Department of the Treasury (“OFAC”) and in any enabling legislation or other Executive Orders or regulations in respect thereof (the Executive Order and such other rules, regulations, legislation, or orders are collectively called the “Foreign Asset Orders”). Neither Seller nor any beneficial owner of Seller has full power and authority to do so; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereofa) are is listed by the United States Department of Treasury on the Specifically Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Executive Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Foreign Asset Orders (such lists are collectively referred to as the “OFAC Lists”) or (b) is a person who has been determined by competent authority to be subject to the United States Department of Commerce prohibitions contained in the Foreign Asset Orders; or (c) is owned or controlled by, or acts for or on behalf of, any person on the Denied Persons List. There exists no United States prohibition on the transactions contemplated OFAC Lists or any other person who has been determined by this Agreement related competent authority to be subject to the identityprohibitions contained in the Foreign Asset Orders, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed anti-terrorism or anti-money laundering laws or regulations, including, without limitation, the Bank Secrecy Act, as amended, or the Money Laundering Control Act of 1986, as amended. Seller shall deliver a certificate to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or any Liens that are to be discharged Purchaser at Closing. 5.1.6 This Agreement constitutes the legal, valid and binding obligations of Seller and is enforceable against Seller in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner Closing recertifying all of the Aircraft foregoing representations and warranties to Purchaser as of the date Closing Date, such that all such representations and warranties shall be deemed made to Purchaser as of execution the Closing Date. All of the foregoing representations and warranties expressly shall survive the Closing for a period of one (1) year. (b) For purposes of this Agreement, and at the time “Hazardous Materials” shall mean any substance which is or contains (i) any “hazardous substance” as now or hereafter defined in §101(14) of the ClosingComprehensive Environmental Response, will Compensation, and Liability Act of 1980, as amended (42 X.X.X. §0000 et seq.) (“CERCLA”) or any regulations promulgated under CERCLA; (ii) any “hazardous waste” as now or hereafter defined in the Resource Conservation and Recovery Act (42 X.X.X. §0000 et seq.) (“RCRA”) or regulations promulgated under RCRA; (iii) any substance regulated by the Toxic Substances Control Act (15 U.S.C. §2601 et seq.); (iv) gasoline, diesel fuel, or other petroleum hydrocarbons; (v) asbestos and asbestos containing materials, in any form, whether friable or non-friable; (vi) polychlorinated biphenyls; (vii) radon gas; (viii) any radioactive material, including any “source material”, “special nuclear material” or “byproduct material”, as now or hereafter defined in 42 U.S.C. §2011 et seq.; and (ix) any additional substances or materials which are now or hereafter classified or considered to be hazardous or toxic under “Environmental Requirements” (as defined below) or the common law, or any other applicable laws relating to the Property. Hazardous Materials shall include, without limitation, any substance, the presence of which on the Property, (A) requires reporting, investigation or remediation under Environmental Requirements; (B) any Hazardous Material that causes or threatens to cause a nuisance on the registered Property or adjacent property or poses or threatens to pose a hazard to the health or safety of persons on the Property or adjacent property or (C) any Hazardous Material, which, if it emanated or migrated from the Property, could constitute a trespass. Further, for purposes of this Agreement, “Environmental Requirements” shall mean all laws, ordinances, statutes, codes, rules, regulations, agreements, judgments, orders, and decrees, now or hereafter prior to Closing enacted, promulgated, or amended, of the United States, the states, the counties, the cities, or any other political subdivisions in which the Property is located, and any other political subdivision, agency or instrumentality exercising jurisdiction over the owner of the AircraftProperty, Owner Trustee, to convey good and marketable title to the Aircraft, free and clear of all Liens to Purchaser, and Seller will warrant and defend such title forever against all claims and demands whatsoever. 5.1.8 Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumptionProperty, or registration the use of the Aircraft prior Property, relating to pollution, the Closing (“Amounts Owed”)protection or regulation of human health, provided that, if Amounts Owed are not yet due, imposed, leviednatural resources, or assessed against Seller the environment, or the Aircraftemission, Seller will pay such Amounts Owed when duedischarge, imposedrelease or threatened release of pollutants, leviedcontaminants, chemicals, or assessed and will defend and hold Purchaser harmless from such Amounts Owedindustrial, toxic or hazardous substances or waste or Hazardous Materials into the environment (including, without limitation, ambient air, surface water, ground water or land or soil). 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Purchaser.

Seller’s Representations and Warranties. Seller hereby represents and warrants that, to Buyer as of the date hereof, of this Agreement and as of the ClosingClosing Date as follows: 5.1.1 (a) This Agreement has been duly authorized, executed and delivered by Seller and all consents required under Seller's organizational documents or by law have been obtained. All documents that are to be executed by Seller and delivered to Buyer on the Closing Date have been, or on the Closing Date will be, duly executed, authorized and delivered by Seller. This Agreement and all such documents are, and on the Closing Date will be, legal, valid and binding obligations of Seller, enforceable in accordance with their terms and do not, and, at the time of the Closing Date will not, violate any provisions of any agreement or judicial or administrative order to which Seller is duly formed foreign corporationa party or to which Seller or the Property (or any portion thereof) is subject. (b) Except as set forth in Schedule 4.1(b) attached hereto, validly existingthere are no actions, suits or proceedings (including arbitration proceedings) pending or to the best of Seller's knowledge, threatened against Seller which could have a material adverse effect on any portion of the Property, Seller's interest therein, or Seller's ability to perform its obligations hereunder, at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality. (c) Except as set forth in Schedule 4.1(c) attached hereto, there are no condemnation actions against or relating to the Property or any portion thereof, nor has Seller received any notice of any being contemplated. (d) Except as set forth in Schedule 4.1(d) attached hereto, the Property complies with all zoning, building, environmental, ecology, health and public safety, subdivision, land sales or similar law, rule, ordinance or regulation, pertaining to the Property or any portion thereof. No consent or approval is required from any governmental agency for Buyer to own or operate the Property, as the same is currently operated and used. No governmental, fire, life safety or other inspection is required in good standingconnection with the transfer and no new certificates of occupancy are required to be issued in connection with the transfer of the Property. (e) There are no leases, having licenses, occupancy or related agreements or tenancies affecting the capacity Property. (f) There are no written agreements with any real estate broker, leasing agent or other party (including, without limitation, the current manager of the Property, if any), that entitle or will entitle such real estate broker, agent or other party to sue any leasing or other brokerage commission or payment or finder's fee as a result of any tenancy existing as of the date of this Agreement. (g) Except as listed on Schedule 4.1(g) there are no Property Contracts related to the use, ownership or operation of the Property. Seller shall deliver true, correct and be sued complete copies of all Property Contracts listed on Schedule 4.1(g) to Buyer in its own name, having full power, legal right and authority to carry on its business as currently conducted, and to execute, deliver and perform accordance with the provisions terms of Section 5.2 of this Agreement; 5.1.2 The execution(h) No material licenses, delivery, and performance by Seller of this Agreement, and permits and/or other approvals required for the sale ownership of the Aircraftexisting use and operation of the Property or any portion thereof, have been terminated, suspended or otherwise are not in full force and effect. (i) Seller has been duly authorized by all necessary action on behalf of Seller and do not conflict with or result received any notice that it is in any breach of default under any of the terms covenants, easements or constitute a default under restrictions affecting or encumbering the Property or any documentconstituent or portion thereof. (j) Seller has not generated, instrumentstored or disposed of any oil, petroleum products, or agreement "Hazardous Materials", as defined under New Hampshire or United States laws or regulations (collectively, "Hazardous Materials") at the Real Property or Improvements and, except as disclosed in reports listed on Schedule 4.1(j), Seller has no actual knowledge of any previous or present generation, storage, disposal or existence thereof, except for de minimis amounts of materials such as cleaning supplies typically found at properties similar to the Property. A list of all environmental reports of which Seller has knowledge is a party; 5.1.3 The person executing this Agreement set forth in Schedule 4.1(j) attached hereto. Except for those environmental reports listed on behalf of Schedule 4.1(j), (i) Seller has full power not entered into any consent decree or administrative order for any alleged violation of laws relating to so-called Hazardous Materials; (ii) Seller has not received any written request for information or a demand letter from any party with respect to a violation of laws pertaining to Hazardous Materials; and authority to do so; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereofiii) are listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identitybest of Seller's knowledge and belief, citizenshipno current or prior user or occupant of the Property has generated, location stored or business disposed of Seller any Hazardous Materials at the Property or to transported any Hazardous Materials off site from the purpose for which the Aircraft was previously used;Property except in accordance with applicable law. 5.1.5 (k) Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber contracts for the Aircraft sale of the Property or any part constituent or portion thereof, other than this Agreement . No agreement affecting the Property contains any rights of first refusal or options to purchase the Property or any Liens portion thereof or any other rights of others that might prevent the consummation of this Agreement. (l) Neither Seller nor any constituent partner thereof is a foreign corporation, foreign partnership or foreign estate (as such terms are defined in Section 1445 of the Internal Revenue Code). Seller shall provide Buyer with an affidavit to be discharged this effect at Closing. 5.1.6 This Agreement constitutes (m) No portion of the legalProperty is part of any other tax lot and no property of another is included in the tax lot of any of the Property. Seller has received no notice of any pending special assessments by the taxing authority and, valid and binding obligations to the best of Seller's knowledge, there are not special assessments pending or being contemplated by any taxing authority. (n) Seller and is enforceable against Seller has delivered or will deliver in accordance with its terms subject Section 5.2 below, true, correct and complete copies of each of the items requested by Buyer pursuant to applicable bankruptcySchedule 5.2. The representations, insolvencywarranties and statements contained in this Agreement and in the certificates, fraudulent conveyanceexhibits and schedules delivered by Seller to Buyer pursuant to this Agreement do not omit to state a material fact required to be stated therein or necessary in order to make such representations, reorganization, moratorium and similar laws affecting warranties or statements not misleading in a material respect to a reasonable person in light of the enforceability of contractual obligations and creditors’ rights generally and by circumstances under which they were made. There are no facts known to Seller which presently or may in the application of equitable principles by courts of competent jurisdiction, sitting at law future have a material adverse effect on the Property which have not been specifically disclosed herein or in equity; anda schedule furnished herewith. 5.1.7 (o) The Seller is owns the lawful beneficial owner of the Aircraft as of the date of execution of this Agreement, and at the time of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to the Aircraft, Property free and clear of all Liens to Purchaser, and Seller will warrant and defend such title forever against all claims and demands whatsoeverencumbrances except as listed on Schedule 4.1(o). 5.1.8 Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft prior to the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Purchaser.

Seller’s Representations and Warranties. Seller hereby represents and warrants that, as of the date hereof, and as of the Closingwarrants: 5.1.1 Seller is a corporation duly formed foreign corporation, organized and validly existing, and in good standing, having under the capacity to sue and be sued in its own name, having full power, legal right laws of the Commonwealth of Pennsylvania. Seller has the corporate power and authority to own its property and to carry on its business as currently conducted, now conducted and to execute, deliver enter into and perform to carry out the provisions terms of this Agreement;. 5.1.2 The execution, delivery, execution and performance by Seller delivery of this Agreement, Agreement and the sale consummation of the Aircraft, has transactions contemplated hereby have been duly authorized by all necessary corporate action on behalf of Seller and do Seller is not conflict with subject to any charter, by-law, lien, or result in any breach encumbrance of any of the terms or constitute a default under any documentkind, agreement, instrument, order, or agreement to decree of any court or governmental body (other than any governmental approval required) which Seller is a party; 5.1.3 The person executing this Agreement on behalf would prevent consummation of Seller has full power and authority to do so; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereof) are listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related Agreement. 5.1.3 The Segregated Lease is not subject to any preferential right to purchase or right of first refusal in favor of any third party. 5.1.4 Seller's operations on the identity, citizenship, location Segregated Lease have been conducted as a prudent operator and in accord with all applicable rules or business regulations of Seller or to the purpose for which the Aircraft was previously used;governmental bodies. 5.1.5 Seller has not entered into any other agreements under the right to assign the Physical Assets, except as to contract rights of which it has agreed previously advised Buyer. 5.1.6 Seller has incurred no liability, contingent or otherwise, for brokers' or finders' fees in respect of this transaction for which Buyer shall have any responsibility whatsoever. 5.1.7 No suit, action or other proceeding is pending or threatened before any court or governmental agency which might result in impairment or loss of Seller's title to sell or lease or otherwise encumber the Aircraft or any part thereofof the Assets or the value thereof or which might hinder or impede the operation of the Assets, other than this Agreement and Seller shall promptly notify Buyer of any such proceeding arising or any Liens that are threatened prior to be discharged at the Closing. 5.1.6 This Agreement constitutes 5.1.8 Seller shall use its best efforts to take or cause to be taken all such actions as may be necessary and advisable to consummate and make effective the legal, valid and binding obligations of Seller and is enforceable against Seller in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner sale of the Aircraft Assets and the other transactions contemplated by this Agreement and to assure that as of the date of execution the Closing it will not be under any material corporate, legal or contractual restriction that would prohibit or delay the timely consummation of this Agreement, and at the time such transactions. 5.1.9 The assignment of the ClosingSegregated Lease shall be made without any warranty of title of any kind, will cause the registered owner of the Aircraftexpress or implied, Owner Trustee, to convey except that Seller shall warrant and defend good and marketable defensible title to the AircraftSegregated Lease unto Buyer against every person whomsoever lawfully claiming or to claim the Segregated Lease, free and clear of all Liens to Purchaseror a portion thereof by, through or under Seller, but not otherwise, and Seller will warrant such assignment shall be made with full substitution and defend such title forever against subrogation of Buyer in and to all claims covenants and demands whatsoeverwarranties by others heretofore given. 5.1.8 5.1.10 Seller shall warrant title to the Physical Assets solely to the extent delivery and acceptance (actual or constructive) of any such Physical Assets by Seller have occurred, and to the extent Seller has paid any rights and all taxesentitlements to receive Physical Assets under the existing service contracts and purchase orders pertinent to such Physical Assets. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, feesTHE PHYSICAL ASSETS ARE TO BE SOLD AS IS, dutiesAND SELLER MAKES NO WARRANTY, penaltiesEXPRESS OR IMPLIED IN FACT OR BY LAW WHETHER OF OPERATING CONDITION, chargesSAFETY, invoicesCOMPLIANCE WITH GOVERNMENT REGULATIONS, and statements arising from any purchaseMERCHANTABILITY, saleFITNESS FOR ANY PARTICULAR PURPOSES, deliveryCONDITION OR OTHERWISE, transferCONCERNING ANY OF THE PHYSICAL ASSETS. ALL XXXXX, possessionsPERSONAL PROPERTY, useMACHINERY, storageEQUIPMENT AND FACILITIES THEREIN, operationTHEREON AND APPURTENANT THERETO ARE TO BE CONVEYED BY SELLER AND ACCEPTED BY BUYER PRECISELY AND ONLY "AS IS, consumption, or registration of the Aircraft prior to the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts OwedWHERE IS. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Purchaser" SELLER DOES NOT WARRANT THE PHYSICAL ASSETS FREE FROM REDHIBITORY VICES OR DEFECTS.

Seller’s Representations and Warranties. Seller hereby represents and warrants that, as of the date hereof, and as of the Closingwarrants: 5.1.1 (a) Seller is duly formed foreign corporation, validly existing, existing and in good standing, having standing under the capacity to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducted, and to execute, deliver and perform the provisions of this Agreement; 5.1.2 The execution, delivery, and performance by Seller of this Agreement, and the sale laws of the Aircraft, State of Michigan. Seller has been duly authorized by taken all necessary action on behalf of Seller and do not conflict with or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement to which Seller is a party; 5.1.3 The person executing this Agreement on behalf of Seller has full power and authority to do so; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereof) are listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on authorize the transactions contemplated by this Agreement related to the identityand Seller’s execution and delivery of all documents required herein, citizenshipand Seller’s performance hereunder and thereunder has been duly authorized. (b) Seller has not actually received written notice of, location nor does Seller have any knowledge of, any litigation, investigation or business of similar proceeding pending, contemplated or threatened against Seller or to the purpose for which Property. (c) Seller is not a Foreign Person as such term is defined under the Aircraft was previously used;Internal Revenue Code Section 1445. 5.1.5 (d) To Seller’s knowledge, there are no existing, pending, or anticipated condemnation or similar proceedings against or involving the Property. (e) Seller has not entered into any unrecorded leases, options, contracts, or rights of first refusal, with respect to the Property. (f) To Seller’s knowledge and except as otherwise disclosed in the Seller’s Documents, the Property is not in violation, in any material respect, of any federal, state or local law, ordinance, order or other agreements regulation relating to “Hazardous Material” (as defined below). As used in this Section, the term “Hazardous Material” means any hazardous, flammable, explosive, corrosive, or toxic chemical, material, or substance that is regulated under which it has agreed to sell any federal, state, or lease local law, regulation, ordinance, order, or otherwise encumber other regulation concerning public health, safety or the Aircraft environment. (g) The Property consists of one contiguous parcel containing 17.96 acres or any part thereof, more. (h) No person other than this Agreement or any Liens that are Purchaser shall be entitled to be discharged at possession of the Property on the date of Closing. 5.1.6 This Agreement constitutes the legal, valid and binding obligations of Seller and is enforceable against Seller in accordance with its terms subject (i) There are no known violations that Purchaser would be obligated to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner of the Aircraft as of the date of execution of this Agreement, and at the time of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to the Aircraft, free and clear of all Liens to Purchaser, and Seller will warrant and defend such title forever against all claims and demands whatsoeverrepair. 5.1.8 Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft prior to the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Purchaser.

Seller’s Representations and Warranties. Seller hereby represents and warrants to Purchaser that, as : (a) Seller is a corporation organized under the laws of the date hereofState of Delaware and is qualified to do business in the State of California. Seller has the full right, power, and as authority, without the joinder of any other person or entity (or the Closing: 5.1.1 Seller is duly formed foreign corporationconsent of any third parties), validly existingto enter into, execute and in good standing, having the capacity to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducteddeliver this Agreement, and to executeperform all duties and obligations imposed on Seller under this Agreement, deliver except to the limited extent, if any, specifically and perform the provisions of expressly set forth in this Agreement; 5.1.2 The execution, delivery, and performance by Seller (b) neither the execution nor the delivery of this Agreement, and nor the sale consummation of the Aircraftpurchase and sale contemplated hereby, has been duly authorized by all necessary action on behalf nor the fulfillment of Seller or compliance with the terms and do not conditions of this Agreement conflict with or will result in any the breach of any of the terms or constitute a default under any documentterms, instrumentconditions, or provisions of any agreement or instrument to which Seller is a partyparty or by which Seller or any of Seller's assets is bound; 5.1.3 The person executing this Agreement (c) [intentionally omitted] (d) [intentionally omitted] (e) to the best of Seller's knowledge, Seller has received no written notice of (i) any pending assessment or condemnation proceedings relating to the Property, (ii) any special assessment or reassessment liens or proceedings for general real estate tax purposes affecting the Property (other than those, if any, as may be reflected in the Title Commitment), or (iii) any actions, suits, or other proceedings filed or pending in any court or before any administrative agency against Seller or affecting the Property (exclusive of any tenant bankruptcy proceedings disclosed in any of the materials delivered to Purchaser by or on behalf of Seller has full power and authority pursuant to do soSection 4.1 above); 5.1.4 Neither it nor (f) [intentionally omitted] As used herein, the phrase "to the best of Seller's knowledge" shall mean only the actual, current conscious and not constructive, imputed or implied knowledge of Xxxxxx Xxxxxx and Xxxxxx Xxxxx (the Portfolio Manager and Asset Manger, respectively, of Advisor (as defined below) primarily responsible with respect to the Property on behalf of Seller) without any duty of investigation or inquiry. Anything herein to the contrary notwithstanding, neither Xxxxxx Xxxxxx, Xxxxxx Xxxxx or Advisor shall have any personal or other liability or obligation whatsoever with respect to any of its employees (or any assignee as defined the matters set forth in Article 8.7 hereof) are listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or any Liens of Seller's representations herein being or becoming untrue, inaccurate or incomplete in any respect. The parties agree that are (a) Seller's warranties and representations contained in this Section 4.6 shall survive the Closing Date and Purchaser's acquisition of the Property only for a period of nine (9) months after the Closing Date (the "Limitation Period"), and (b) Purchaser shall provide written notice to Seller of any breach of such warranties or representations and shall allow Seller thirty (30) days within which to cure such breach, or, if such breach cannot reasonably be discharged cured within thirty (30) days, an additional reasonable time period, so long as such cure has been commenced within such thirty (30) days and diligently pursued; provided that such time for cure shall not in any event extend the Closing Date by more than sixty (60) days. If Seller fails to cure such breach after written notice and within such cure period, Purchaser's sole remedy shall be an action at Closing. 5.1.6 This Agreement constitutes the legal, valid and binding obligations of Seller and is enforceable against Seller in accordance with its terms law for damages as a consequence thereof (subject to applicable bankruptcythe limitations contained in Section 8.1 below), insolvencywhich must be commenced, fraudulent conveyanceif at all, reorganizationwithin the Limitation Period; provided, moratorium however, that if within the Limitation Period Purchaser gives Seller written notice of such a breach and similar laws affecting the enforceability of contractual obligations Seller commences to cure and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdictionthereafter terminates such cure effort or is otherwise unable to cure such default, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner of the Aircraft as of Purchaser shall have an additional thirty (30) days from the date of execution such termination of this Agreement, and attempts to cure within which to commence an action at the time law for damages as a consequence of the Closing, will cause the registered owner Seller's failure to cure. The Limitation Period referred to herein shall apply to known as well as unknown breaches of the Aircraft, Owner Trustee, to convey good and marketable title to the Aircraft, free and clear of all Liens to Purchaser, and Seller will warrant and defend such title forever against all claims and demands whatsoeverwarranties or representations. 5.1.8 Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft prior to the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Purchaser.

Seller’s Representations and Warranties. Seller hereby represents and warrants that(a) That no material, as data or information is or shall be deleted, secreted or withheld from the items listed on Exhibit "A"; (b) That there are no liens, encumbrances, indebtedness or suits threatened or filed in relation to the assets made the subject of the date hereof, and as of the Closing:this agreement; 5.1.1 (c) That Seller is a duly formed foreign corporationorganized, validly existing, limited liability company and in good standing, having standing under the capacity to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducted, and to execute, deliver and perform laws of the provisions State of this Agreement;Texas, 5.1.2 The execution, delivery, and performance by Seller of this Agreement, and (d) That the sale of the Aircraft, assets made the subject of this agreement has been duly fully authorized by one hundred (100%) percent of its Members; (e) That the indebtedness of the Seller made a subject of this agreement was incurred in the ordinary course of business; (f) That the items listed on Exhibit "A" are fully operational and/or functional. (g) That Purchaser has made full and complete disclosure to Seller, as well as its Members, as to Purchaser's operations, activities, sales, organizational structure, equity structure, sales prospects, goals, plans, financial condition including indebtedness, present and anticipated stock offerings, number of common shares outstanding, financial statements, and all other material information. (h) Seller shall indemnify and hold Purchaser, its officers, directors, or employees, harmless from any suits or actions, of whatsoever nature, regarding, related to or concerning the assets made the subject of this agreement including, but not limited to, the Marketing Agreement. (i) That the data and information contained in the items listed on Exhibit "A" shall not be duplicated or distribute to, used or implemented by any third party, for any reason, without the express, wntten consent of Purchaser. (j) Seller shall execute any and all documents reasonably necessary action on behalf to effect the intent of this Agreement including, but not limited to, a XXXX OF SALE, "GENERAL CONVEYANCE, TRANSFER AND ASSIGNMENT", and CANCELLATION/REVOCATION OF ASSUMED NAMES, (k) There are no actions, suits, claims, arbitration proceedings or government investigations or inquiries pending, or to the knowledge of Seller and do not conflict with threatened, against Seller seeking to prevent or result in any breach delay the consummation of any of the terms or constitute a default under any document, instrument, or agreement to which Seller is a party; 5.1.3 The person executing this Agreement on behalf of Seller has full power and authority to do so; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereof) are listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business hereby. (l) The Members of Seller are or to have been actively involved in the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or any Liens that are to be discharged at Closingbusiness affairs and/or activities of Purchaser. 5.1.6 This Agreement constitutes (m) Seller shall indemnify and hold Purchaser harmless for any tax liability accruing to Seller or its Members regarding the legal, valid and binding obligations of Seller and is enforceable against Seller in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner of the Aircraft as of the date of execution of this Agreement, and at the time of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to the Aircraft, free and clear of all Liens to Purchaser, and Seller will warrant and defend such title forever against all claims and demands whatsoeverShares. 5.1.8 (n) Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft prior to the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend shall indemnify and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any agreement for commissionsand all claims or causes of action by its Members, brokerage fees or similar fees relating to be paid upon transfer the issuance of the Aircraft that would become Shares contemplated herein or the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of PurchaserMarketing Agreement.

Seller’s Representations and Warranties. Seller hereby represents and warrants thatto, and covenants with, Purchaser that the following matters are and shall be true as of the date hereof and, except as otherwise provided in this Agreement, as of the date hereof, and as of the ClosingClosing Date: 5.1.1 9.1.1 Seller is duly formed foreign corporation, validly existing, a corporation existing and in good standingstanding under the laws of the State of Delaware, having is qualified to do business and in good standing in the capacity state in which the Project is located, has all requisite power and authority, without the consent of any party, to sue own and be sued in its own nameoperate the Project, having full power, legal right to enter into this Agreement and authority to carry on its business as currently conductedout the transactions contemplated hereby, and has all requisite power and authority, without the consent of any party, to execute, deliver enter into the Lease and perform to carry out the provisions transactions contemplated thereby as Lessee. 9.1.2 The execution and delivery of this Agreement; 5.1.2 The execution, delivery, and performance Agreement by Seller of this Agreement, and the sale of the Aircraft, has been duly authorized by all necessary action signatories hereto on behalf of Seller and do not conflict the performance of this Agreement and the Lease by Seller have been duly authorized by Seller; and this Agreement and the Lease are binding on and enforceable against Seller in accordance with their respective terms. No consent of any partner, member, shareholder, beneficiary, creditor or investor of Seller or any judicial or administrative body, governmental authority or other party to such execution, delivery and performance is required. Neither the execution of this Agreement and the Lease, nor the consummation of the transactions contemplated hereby or thereby will (i) result in any a breach of, default under or acceleration of any of the terms or constitute a default under any document, instrument, or agreement to which Seller is a party;party or by which Seller or the Project is bound or (ii) violate any restriction, court order or agreement to which Seller or the Project is subject. 5.1.3 The person executing this Agreement on behalf 9.1.3 To the best of Seller's knowledge, the descriptive information concerning the Project set forth in Section 1 and Exhibits 1.1 and 1.3 is true and correct in all material respects. 9.1.4 Seller is the current owner of fee simple title to the Land and the Improvements and has full power good and authority indefeasible title to do so; 5.1.4 the Land and the Improvements free and clear of all mortgages and security interests as of the Closing Date, leases and tenancies, licenses, claims, options, options to purchase, liens, covenants, conditions, restrictions, rights-of-way, servitudes, easements, judgments and other matters affecting title to the Project, except the Permitted Exceptions. Neither it Seller nor any of its employees affiliates owns any land adjacent to the Land or separated from the Land only by a dedicated public way or public or private easement or right-of-way. 9.1.5 All items delivered or exhibited to Purchaser by Seller pursuant to this Agreement, including without limitation Section 5 hereof and Exhibit 5.1 hereto, and all exhibits and schedules hereto are, to the best of Seller's knowledge, true, correct and complete in all material respects and fairly present the information set forth in a manner that is not materially misleading. There are no leases, occupancy agreements and other agreements, understandings and commitments with tenants or other occupants relating to the Project, except the Lease and as listed in the documents delivered pursuant to Exhibit 5.1. 9.1.6 Seller is not in default under any of the documents, recorded or unrecorded referred to in the Title Commitment, or under any of the General Contracts or Governmental Approvals (as all are defined in Exhibit 5.1). 9.1.7 To the best of Seller's knowledge, there are no material defects in the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air- conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein, or the roofs, and all of the foregoing are in good operating condition. The mechanical systems in the Improvements are independent systems and do not depend on any other property or source of power or materials for operation except customary utility services. 9.1.8 To the best of Seller's knowledge, all water, sewer, gas, electric, telephone, drainage and other utility equipment, facilities and services required by law or necessary for the operation of the Project (including the Improvements) as it is now being operated and as required for operation of the Project as it is presently being operated are installed and connected pursuant to valid permits, are adequate to service the Project and are in good operating condition, and all fees and other charges therefor have been paid in full, including but not limited to tap-in and connection fees for public water and sanitary sewerage facilities. To the best of Sellers' knowledge no fact or condition exists which would result in the termination, reduction or impairment of the furnishing of service to the Project of water, sewer, gas, electric, telephone, drainage and other such utility services. 9.1.9 To the best of Seller's knowledge, the Project, the facilities servicing the Project and the use and operation thereof are not in violation of applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and all covenants, conditions and restrictions applicable to the Project (collectively "Applicable Laws"), including without limitation all zoning, subdivision, wetlands, environmental, air quality, flood hazard, fire safety, planning, handicapped access and facilities and building codes, laws and regulations, and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated, except as described in the Environmental Reports. To the best of Seller's knowledge, (i) there are no unrecorded agreements with any municipality or governmental authority regarding zoning, off-site improvements or the nature of improvements on the Land or the use thereof; (ii) access to and from the Improvements (and every part thereof) to and from public roads is sufficient to comply with all presently existing Applicable Laws affecting the Project or Improvements and for the present use of the Project and Improvements; and (iii) the streets, roads and avenues adjoining the Project have been dedicated to and accepted for maintenance and public use by the public authority having jurisdiction thereover. To the best of Seller's knowledge, there are no pending or threatened requests, applications or proceedings to alter or restrict the zoning or other use restrictions applicable to the Project or any assignee as defined in Article 8.7 hereof) are listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List portion thereof, including without limitation proceedings involving condemnations, eminent domain building code, environmental or by the United States Department of Commerce on the Denied Persons Listzoning. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered received any notice from any municipal, state, federal or other governmental authority of zoning, building, fire, water, use, health, environmental or other statute, ordinance, code or regulatory violations issued in respect of the Project which remain uncorrected. There are no off-site facilities necessary to ensure compliance with Applicable Laws. 9.1.10 Seller has not received any written notice from any insurance carrier of, nor is Seller aware of, defects or inadequacies in the Project which if not corrected would result in termination of insurance coverage or increase in the cost thereof. 9.1.11 To the best of Seller's knowledge, no portion of the Project is located in a designated 100-year flood zone or in a designated earthquake zone. 9.1.12 To the best of Seller's knowledge, no wetlands now exist on the Land or existed on the Land at anytime. To the best of Seller's knowledge no portion of the Land has appeared on any Wetlands Inventory. 9.1.13 No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending or, to the best of Seller's knowledge, threatened against Seller, nor are any of such proceedings contemplated by Seller. 9.1.14 To the best of Seller's knowledge, all storm water flowing from the Land drains directly into any a public way in compliance with all Applicable Laws. 9.1.15 To the best of Seller's knowledge, the soil condition of the Land is such that it will support all of the Improvements for the foreseeable life thereof without the need for unusual or new sub-surface excavations, fill, footings, caissons or other agreements under which it has agreed to sell installations. 9.1.16 There are no unpaid or lease outstanding real estate or otherwise encumber other taxes or assessments on or against the Aircraft Project, or any part thereof, except only general real estate taxes not yet due or payable. Copies of the 1999 general real estate tax bills with respect to the Project and all subsequent assessment notices have been delivered to Purchaser. To the best of Seller's knowledge, said bills cover the whole of the Project and do not cover or apply to any other property. To the best of Seller's knowledge, other than this Agreement as appears as a matter of public record, there are no standby fees or special assessments against the Project and there is no pending or contemplated action pursuant to which any Liens that are to standby fee or special assessment may be discharged at Closinglevied against the Project. 5.1.6 This Agreement constitutes 9.1.17 To the legalbest of Seller's knowledge, valid and binding obligations of Seller and is enforceable against except as specifically described in the Environmental Reports (as defined in Exhibit 5.2) delivered to or obtained by Purchaser, there are no Hazardous Materials (defined herein) generated, released, stored, buried or deposited over, beneath, in or upon the Land or the Improvements other than Hazardous Materials used by Seller in accordance the ordinary course of its business and in compliance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner of the Aircraft all Applicable Laws (as of the date of execution defined below). For purposes of this Agreement, "Hazardous Materials" shall mean and at include any flammable explosives, petroleum (including crude oil) or any fraction thereof, radioactive materials, asbestos or asbestos- containing materials, hazardous wastes, toxic substances or related materials, including without limitation any substances defined as or included in the time definition of toxic or hazardous substances, wastes, or materials under any federal or applicable state or local laws, ordinances or regulations dealing with or otherwise pertaining to toxic or hazardous substances, wastes or materials. Such laws, ordinances and regulations are hereinafter collectively referred to as the Closing"Hazardous Materials Laws." From the date hereof to and including the Closing Date, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to the Aircraft, free and clear of all Liens to PurchaserSeller shall, and Seller will warrant shall cause all employees, agents, contractors and defend subcontractors of Seller and any other persons from time to time present on or occupying the Land or the Improvements to, keep and maintain the Land and the Improvements, including the soil and ground water thereof, in compliance with, and not cause or knowingly permit the Land or the Improvements, including the soil and ground water thereof, to be in violation of, any applicable Hazardous Materials Laws, except as may be described in the Environmental Reports. Seller shall immediately advise Purchaser in writing of: (i) any notices received by Seller, or its officers, partners, members, shareholders, beneficiaries, employees or agents (whether such title forever against all claims and demands whatsoever. 5.1.8 Seller has paid notices are from the Environmental Protection Agency, or any other federal, state or local governmental agency or regional office thereof) of the violation or potential violation occurring on or about the Land or the Improvements of any applicable Hazardous Materials Laws; (ii) any and all taxesenforcement, feesclean-up, dutiesremoval or other governmental or regulatory actions instituted, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, completed or registration threatened in respect of the Aircraft prior Land or the Improvements pursuant to the Closing any Hazardous Materials Laws; (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, iii) all claims made or assessed threatened by any third party against Seller or the AircraftLand or the Improvements relating to damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Materials (the matters set forth in clauses (i), (ii) and (iii) above are hereinafter referred to as "Hazardous Materials Claims"); and (iv) Seller's discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Land and the Improvements that could cause the Land or the Improvements or any part thereof to be subject to any Hazardous Materials Claims, except as may be described in the Environmental Reports. Seller will pay such Amounts Owed when dueshall be solely responsible for, imposed, levied, or assessed and will defend shall indemnify and hold harmless Purchaser, its partners, directors, officers, members, shareholders, beneficiaries, employees, agents, successors and assigns from and against, any loss, damage, cost, expense or liability directly or indirectly arising out of or attributable to (i) the breach by Seller of any warranty, representation or covenant contained in this Section 9.1.17, and (ii) the release, disposal, generation, storage or existence of any Hazardous Materials at the Project (or at any other location if originating from the Project) in violation of Hazardous Materials Laws, including without limitation: (x) claims of third parties (including governmental agencies) for damages, penalties, losses, costs, fees, expenses, damages, injunctive or other relief; (y) response costs, clean-up costs, costs and expenses of removal and restoration, including fees of attorneys and experts, and costs of determining the existence of Hazardous Materials and reporting same to any governmental agency; and (z) any and all expenses or obligations, including reasonable attorneys' fees, incurred at, before and after any trial or appeal therefrom whether or not taxable as costs, including without limitation reasonable attorneys' fees, witness fees, deposition costs, copying and telephone charges and other expenses. Any loss, damage, cost, expense or liability incurred by Purchaser harmless from such Amounts Owed. 5.1.9 for which Seller is responsible or for which Seller has not entered into any agreement for commissions, brokerage fees or similar fees agreed to indemnify Purchaser shall be paid upon transfer to Purchaser on demand. The obligations of Seller under this Section 9.1.17 shall survive the Aircraft that would become termination of this Agreement and, if applicable, the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of PurchaserClosing.

Seller’s Representations and Warranties. Seller hereby warrants and represents and warrants thatto Buyer, as of the date hereof, Effective Date and as of the ClosingClosing Date, as follows: 5.1.1 Seller is duly formed foreign corporation, validly existing, and in good standing, having the capacity to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducted, and to execute, deliver and perform the provisions of this Agreement; 5.1.2 (a) The execution, delivery, delivery and performance by Seller of its obligations under this Agreement, and the sale of the Aircraft, has been duly authorized by all necessary action on behalf of Seller and do Agreement will not conflict with or result in any a breach of any of the terms of, or constitute a default under under, any documentof the provisions of any law, instrumentgovernmental rule, regulations, judgment, decree or order by which the Seller is bound, or agreement by any of the provisions of any contract to which the Seller is a party; 5.1.3 The person executing this Agreement on behalf of bound, or by the organic agreements establishing and regulating the Seller’s business affairs, and the Seller has full power and authority to do so; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereof) are listed by the United States Department of Treasury on the Specifically Designated Nationals enter into and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on consummate the transactions contemplated by this Agreement related to the identityAgreement, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or any Liens that are to be discharged at Closingand all consents and approvals necessary therefor have been obtained. 5.1.6 This Agreement constitutes the legal, valid and binding obligations of Seller and is enforceable against Seller in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 (b) Seller is the lawful beneficial legal and equitable owner of the Aircraft as of the date of execution of this Agreement, and at the time of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable fee simple title to the Aircraft, Property and has the right to convey such fee simple title by Deed to Buyer on the Closing Date free and clear of all Liens options, rights, covenants, easements, liens and other rights in favor of third parties, other than the Permitted Exceptions. The Property is not subject to Purchaserany: (i) outstanding agreements of sale, options, liens, or other rights of third parties to acquire any interest(s) therein, except as set forth in the Preliminary Report; (ii) ground leases or other leases or tenancies (other than the lease of the entire Property to Zhone Technologies, Inc. which will be terminated on the Closing), including but not limited to equipment or signage leases, or other agreements relating to the ownership of the Property; (iii) real estate, management, supply, promotional, operating, maintenance, security or other service contracts, except such contracts made available to Buyer for review pursuant to Section 7 hereof; (iv) any declarations of covenants, conditions and restrictions, or similar encumbrances, affecting the Property, except as provided in the Preliminary Report; or (v) other encumbrance(s) other than as provided in the Preliminary Report. Seller shall not voluntarily encumber or allow the Property to be encumbered by any of the foregoing without Buyer’s consent, which may be granted or withheld in Buyer’s sole discretion. (c) Seller does not hold any approvals, licenses, certificates, or permits to own, occupy and/or maintain the Property, nor is Seller aware that any such approvals, etc., are necessary for Seller’s current occupancy of the Property, except such documents made available to Buyer for review pursuant to Section 7 hereof. (d) No work has been done on the Property, or materials or utilities furnished, that have not been fully paid for, and there is no claim against any portion of the Property or Seller will warrant and defend such title forever against all claims and demands whatsoeverfor or on account of work done, materials furnished or utilities supplied to the Property. There are no payback agreements, revenue bonds, utility debt service expenses or other charges or expenses applicable to the Property. 5.1.8 Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption(e) To the best of Seller’s knowledge: (i) there are no violations, or registration threatened or pending violations, of any laws, statutes, ordinances, rules or regulations with respect to the Property open, noticed or existing; and (ii) no litigation, condemnation proceedings, eminent domain proceedings or similar actions or proceedings are now pending or threatened against the Property, or which could result in any judgment lien against the Property; nor does Seller know of or have reasonable grounds to know of any basis for any such violation, action or claim. (f) There are no unpaid delinquent: (i) ad valorem real estate taxes or assessments; or (ii) assessments for public improvements; pertaining to the Property. To the best of Seller’s knowledge: (i) there are no public plans or proposals for changes in road grade, access or other municipal improvements which would affect the Property or result in any assessment; (ii) no ordinance authorizing improvements, the cost of which might be assessed against Buyer or the Property, is pending; and (iii) there is no appellate tax proceeding pending for the reduction or increase of the Aircraft assessed real estate tax valuation to the Property or any portion thereof. (g) The Property has direct legal and perpetual rights of access to and from the Property to one or more public roads and any amounts due for improvements (including, without limitation, construction of access roads) have either been paid by Seller or shall be paid by Seller at or prior to the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts OwedDate. 5.1.9 Seller has not entered into any agreement (h) Utility services for commissionswater, brokerage fees sanitary and storm sewers, natural gas, electricity, and telephone and telecommunications services are available either at the Property or similar fees to be paid upon transfer in the vicinity of the Aircraft Property in locations wherein the Buyer can connect to such existing utility infrastructures and extend the same to the Property at its own expense through perpetual private easements that would become benefit the obligation Property or through public rights-of-way. (i) To the best of Purchaser Seller’s knowledge, without independent investigation or a lien inquiry, and except as provided for in the environmental report(s) made available to Buyer pursuant to Section 7 hereof: (i) there are no underground storage tanks on the Aircraft nor does Seller have any agreement Property, (ii) the Property has never been used as a landfill or arrangement to pay any consideration whatsoevergarbage dump, directly and (iii) there are no hazardous, toxic or indirectlyinfectious wastes, to any employee, agent substances or independent contractor of Purchaser.materials present on the Property in quantities or

Seller’s Representations and Warranties. Seller hereby represents and warrants thatto Purchaser that (a) Seller has the full partnership/corporate right, as of the date hereofpower, and as authority, without the joinder of the Closing: 5.1.1 Seller is duly formed foreign corporationany other person or entity, validly existingto enter into, execute and in good standing, having the capacity to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducteddeliver this Agreement, and to execute, deliver perform all duties and perform the provisions of obligations imposed on Seller under this Agreement; 5.1.2 The execution, delivery, and performance by Seller (b) neither the execution nor the delivery of this Agreement, and nor the sale consummation of the Aircraftpurchase and sale contemplated hereby, has been duly authorized by all necessary action on behalf nor the fulfillment of Seller or compliance with the terms and do not conditions of this Agreement conflict with or will result in any the breach of any of the terms or constitute a default under any documentterms, instrumentconditions, or provisions of any agreement or instrument to which Seller is a party; 5.1.3 The person executing this Agreement on behalf party or by which Seller or any of Seller's assets is bound, and (c) except as disclosed to Purchaser in writing, Seller has full power and authority to do so; 5.1.4 Neither it nor no actual knowledge that Seller has received from any governmental authority, holder of its employees any mortgage or board of fire underwriters (or other body performing similar functions) any assignee as defined written notices (i) requiring any work, repairs, construction, alterations or installations on or in Article 8.7 hereofconnection with the Property in order to comply with any applicable law, regulation or other governmental requirement, or (ii) are listed by the United States Department asserting any violation of Treasury on the Specifically Designated Nationals any applicable law, regulation or other governmental requirement, and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related (d) to the identitySeller's actual knowledge, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into received any written notices of condemnation proceedings, zoning change or special assessments or uncorrected violations of the applicable housing, building, safety, fire or any other agreements under which it has agreed ordinances with respect to sell or lease or otherwise encumber the Aircraft or any part thereof, other than Property. The Seller's representations and warranties set forth in this Agreement or any Liens that are to be discharged at Closing. 5.1.6 This Agreement constitutes SECTION 5.4 shall survive the legal, valid and binding obligations Closing for a period of Seller and is enforceable against Seller in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner of the Aircraft as of the date of execution of this Agreementeighteen (18) months, and any action filed pursuant to a breach of Seller's representations and warranties set forth in this SECTION 5.4 must be commenced, if at the time all, within twenty-four (24) months of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to the Aircraft, free and clear of all Liens to Purchaser, and Seller will warrant and defend such title forever against all claims and demands whatsoever. 5.1.8 Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft prior to the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Purchaser.

Seller’s Representations and Warranties. Seller does affirmatively hereby represents represent and warrants warrant to the Buyer that, as of the date hereof, and as of the Closing: 5.1.1 A. Seller is duly formed foreign a Kentucky non-profit corporation, duly incorporated, validly existing, existing and in good standing, having standing under the capacity to sue laws of the Commonwealth of Kentucky and be sued in its own name, having has full power, legal right power and authority to carry on its business as currently conducted, and to execute, deliver and perform the provisions of this Agreement; 5.1.2 The execution, delivery, and performance by Seller of enter into this Agreement, to carry out its obligations hereunder and to sell the Property, subject to the consents and approvals described in Section 14 below; B. The execution and delivery of this Agreement by Seller to Buyer and the sale carrying out of the Aircraft, has provisions hereof by Seller have been duly authorized by all necessary action on behalf of Seller Seller, and do not conflict with or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement to which Seller is a party; 5.1.3 The person executing this Agreement on behalf of Seller has full power and authority to do so; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereof) are listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or any Liens that are to be discharged at Closing. 5.1.6 This Agreement constitutes the legal, valid and binding obligations obligation of Seller and is Seller, enforceable against Seller in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; andterms; 5.1.7 C. Seller is the lawful beneficial owner of the Aircraft as of the date of execution of this Agreement, and at the time of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable (i) owns fee simple title to the AircraftProperty, and (ii) has complete and full authority to execute this Agreement and to convey to Buyer fee simple title to the Property, which is free and clear of all Liens liens, encumbrances and other exceptions to Purchasertitle except for easements, rights-of-way, covenants, conditions, restrictions and Seller will warrant and defend such title forever against all claims and demands whatsoever.stipulations of record; 5.1.8 D. Seller has paid not granted and/or entered into any and all taxescontract, feescommitments or other agreements, dutiesincluding, penaltieswithout limitation, charges, invoices, and statements arising from any right of first refusal or option to purchase, salewith or in favor of any third party with respect to the Property. There are no leases or other occupancy agreements or arrangements affecting Seller’s interest in the Property; E. Subject to obtaining all necessary consents and approvals from the Lenders (as defined in Section 14F below), delivery, transfer, possessions, use, storage, operation, consumption, or registration compliance with this Agreement and the consummation of the Aircraft prior transactions contemplated hereby will not conflict with, nor will they result in a breach of or constitute a default under, any agreement, indenture or other undertaking to which Seller is a party or by which Seller is bound; F. Subject to obtaining all necessary consents and approvals from the Lenders (as defined in Section 14F below), there is no consent or approval required of any governmental authority or any other third party in order to fully effect the Closing (“Amounts Owed”)of the transaction contemplated by this Agreement; G. To Seller’s knowledge, provided thatneither the Seller nor the Property is subject to any lawsuit, if Amounts Owed are not yet dueadministrative action, imposed, levied, arbitration or assessed other proceeding pending or threatened to be brought by any governmental agency or other persons against the Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, leviedProperty, or assessed and will defend and hold Purchaser harmless from such Amounts Owed.otherwise enjoining, restraining or restricting Seller with respect to the transfer of Seller’s interest in the Property; 5.1.9 H. Seller has not entered into received, with respect to or affecting the Property or any agreement for commissionsportion thereof, brokerage fees (i) any written notice of any pending or similar fees threatened condemnation, zoning or other governmental proceeding; (ii) any notice of violation of any applicable laws or ordinances; or (iii) claim by any third party, and to be paid upon transfer Seller’s knowledge no such proceedings, violations or claims have been threatened or are pending; and I. Other than the items described in (i) the Property Management Plan pertaining to the development of the Aircraft that would become Property dated November 2, 2017 issued by the obligation Kentucky Energy and Environment Cabinet regarding development of Purchaser or a lien on the Aircraft nor does Property (which Seller have hereby acknowledges is contained in Seller’s files), (ii) the Phase I Environmental Assessment of the Property prepared by Xxxxxxxx Xxxxxxxxxx, Inc. dated July 19, 2017 (which Seller hereby acknowledges is contained in Seller’s files), and (iii) the Limited Phase II Environmental Site Assessment Report of the Property prepared by Xxxxxxxx Xxxxxxxxxx, Inc. dated September 19, 2017 (which Seller hereby acknowledges is contained in Seller’s files), Seller has not received any agreement or arrangement to pay written notice from any consideration whatsoever, directly or indirectly, governmental authority relating to any employeeviolation or alleged violation of any of governmental codes, agent ordinances, laws, rules, regulations or independent contractor private restrictions affecting the Property, including any violation of Purchaser.applicable zoning ordinances or any Environmental Laws (as hereinafter defined) which has not been cured. To Seller’s actual knowledge, no violation of any Environmental Laws exist with respect to the Property. “Environmental Laws” means all laws or regulations which relate to the manufacture, processing, distribution, use or storage of Hazardous Materials (as hereinafter defined). “Hazardous Materials” shall mean:

Seller’s Representations and Warranties. 13.1. Seller hereby represents is a corporation duly organized, validly existing and warrants that, as in good standing under the laws of the date State of Delaware and has the corporate power and authority to own, lease and operate the Properties and is duly qualified to do business as a foreign corporation and in good standing in the States in which the Properties are situate. Seller has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to perform all the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement by Seller and the consummation of the transactions contemplated hereby have been duly authorized and approved by all necessary corporate action. This Agreement is a legal, valid and binding obligation of Seller enforceable against it in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting creditors' rights generally and by general equity principles. 13.2. This Agreement and the execution and delivery hereof by Seller do not, and the fulfillment and compliance with the terms and conditions hereof, and as the consummation of the Closingtransactions contemplated hereby will not: 5.1.1 Seller is duly formed foreign corporation, validly existing, and in good standing, having the capacity to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducted, and to execute, deliver and perform the provisions (i) violate or conflict with any provision of this AgreementSeller's corporate charter or other organizational or governance documents of Seller; 5.1.2 The execution(ii) violate or conflict with any provision of any law or regulation or any judicial, deliveryadministrative or arbitration order, and performance by Seller of this Agreementaward, and the sale of the Aircraftjudgment, has been duly authorized by all necessary action writ, injunction or decree applicable to or binding upon Seller; (iii) except as set forth on behalf of Seller and do not Schedule 13.2, conflict with or ------------- result in any a material breach of any of the terms or of, constitute a default under any document, instrument(whether with notice or lapse of time or both), or agreement accelerate or permit the acceleration of performance required by, or require any consent or approval under (except for the filings under the HSR Act), any law, order, judgment, decree, permit or Assigned Contract to which Seller is a party;party or by which it is bound or to which any of the Properties, Personalty or Petroleum Inventory is subject except for violations, conflicts and breaches the adverse consequences of which are, individually and in the aggregate, immaterial to the Purchased Assets; or 5.1.3 The person executing this Agreement on behalf (iv) result in the creation of or imposition of any lien upon any of the Purchased Assets. 13.3. There are no claims, actions or proceedings pending or, to the best of Seller's knowledge, threatened against Seller relating to the transfer of the Purchased Assets as contemplated herein, Seller has full power no knowledge of any facts that would prohibit Seller from the selling the Purchased Assets. 13.4. Seller has, and authority to do so; 5.1.4 Neither it nor any upon consummation of its employees (or any assignee as defined in Article 8.7 hereof) are listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by under this Agreement related to at the identityClosing, citizenshipBuyer will have, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or any Liens that are to be discharged at Closing. 5.1.6 This Agreement constitutes the legalgood, valid and marketable title to 100% interest in the Purchased Assets (other than any leased property in which case Buyer shall have the valid right to possession of the same pursuant to valid leases or other agreements) subject to all interests, leaseholds, easements, encumbrances, liens, defects and special assessments of record which do not materially adversely affect marketability or the current use of the Properties, including those set forth in Schedule 13.4. ------------- 13.5. There are no material Assigned Contracts that affect or may affect the operations, management or maintenance of the Properties, except for the Assigned Contracts set forth in Schedule 13.5 and Assigned Contracts cancelable ------------- upon thirty (30) days' notice. 13.6. Except as set forth in Schedule 13.6(a), Seller is not in, nor has ----------------- it received written notice of, default in any material respect under any of the Assigned Contracts, Term Contracts, rights-of-way or easements to which it is a party, or by which it or the Properties are bound. All such Assigned Contracts, Term Contracts, rights-of-way and easements represent valid, binding obligations and enforceable agreements of Seller and is enforceable against Seller in accordance with its terms the parties thereto subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws relating to or affecting the enforceability enforcement of contractual obligations and creditors’ ' rights generally and by to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). Seller has made available to Buyer true, correct and complete copies of all Assigned Contracts, Term Contracts, rights-of-way and easements affecting the application Properties, as currently operated, in any material respect. Any payments required under the rights of equitable principles by courts way and easements after the Closing are reflected in Schedule 13.6(b). ----------------- Except as set forth on Schedule 13.6(c), each Assigned Contract, right-of-way ----------------- and easement may be assigned to Buyer without the consent of competent jurisdictiona third party. 13.7. The Properties and Personalty, sitting at law or taken as a whole, have been maintained and operated in equity; andaccordance with Seller's normal operating practices and are in good operating condition, repair and maintenance, subject only to ordinary wear and tear. 5.1.7 13.8. The books and records of Seller is pertaining to the lawful beneficial owner Purchased Assets have been maintained in accordance with good business practices and all historical and current expenses and revenues of the Aircraft Properties have been recorded in accordance with generally accepted accounting principles and fairly and accurately present the expenses and revenues of the Properties, except where projections have been made, in which case the assumptions upon which the projections have been based are noted therein or based upon normal budgeting practices. 13.9. The Purchased Assets (including the Assigned Contracts and Permits), taken as a whole, will permit in their condition as of the date of execution of this AgreementClosing Date, and at the time operation of the ClosingPurchased Assets by Buyer immediately after the Closing in a manner consistent with Seller's past practices. 13.10. Except as set forth in Schedule 13.10, will cause the registered owner of the Aircraftthere are no material -------------- claims, Owner Trusteeactions or proceedings pending or, to convey good and marketable title the best knowledge of Seller, threatened against Seller relating to the Aircraft, free Purchased Assets to be transferred to Buyer. 13.11. Intentionally left blank. 13.12. Schedule 13.12(a) sets forth an accurate and clear complete list of all Liens ----------------- material permits, licenses and governmental approvals necessary to Purchaseroperate the Properties as is ("Material Permits") (other than Permits under Environmental Law). Except as specified in Schedule 13.12(b), (i) all Material Permits (other ----------------- than Permits under Environmental Law) relating to the Purchased Assets as currently operated are in effect and (ii) Seller will warrant and defend such title forever against has, to the extent required, made all claims and demands whatsoever. 5.1.8 Seller has paid any and filings necessary to request the timely renewal or issuance of all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft Material Permits necessary prior to the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against for Seller or to own and operate the Aircraft, Purchased Assets as currently operated. 13.13. Seller will pay such Amounts Owed when dueexecute all documents reasonably required to effect the transfer of the Purchased Assets, imposedwhether at the Closing or after. 13.14. The representations and warranties in this Article 13 do not apply to facts, leviedevents, circumstances or assessed conditions which constitute Environmental Liabilities. Buyer's sole remedies for Environmental Liabilities are set forth in Article 9. 13.15. The representations and warranties of Seller contained in Paragraphs 13.2 - 13.6, 13.8 and 13.13 will survive for a period of three (3) years after the Closing Date. The remaining representations and warranties contained in this Article 13 will not survive the Closing. Seller will defend and hold Purchaser harmless indemnify Buyer against all claims, liabilities, damages or expenses (including attorney's fees and expenses of litigation) resulting from such Amounts Owed. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees a breach or similar fees to be paid upon transfer misrepresentation of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Purchaserrepresentations and warranties. Seller's aggregate maximum liability under this Article 13 shall not exceed $2,649,000.

Seller’s Representations and Warranties. Each Seller hereby severally (and not jointly) represents and warrants to the Purchaser that, as of the date hereof, and as of the Closing: 5.1.1 (a) such Seller is duly formed foreign corporation, validly existing, authorized to execute and in good standing, having the capacity to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducted, deliver this Agreement and to execute, deliver perform his or its obligations hereunder and perform the provisions of this Agreement; 5.1.2 The execution, delivery, and performance by Seller of this Agreement, and the sale of the Aircraft, has been duly authorized by all necessary action on behalf of Seller and do not conflict with or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement to which Seller is a party; 5.1.3 The person executing this Agreement on behalf of Seller has full power and authority to do so; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereof) are listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on consummate the transactions contemplated by hereby; (b) this Agreement related to the identity, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or any Liens that are to be discharged at Closing. 5.1.6 This Agreement constitutes the legal, is a valid and binding obligations of Seller and is agreement, enforceable against such Seller in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium terms; (c) such Seller has and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner of the Aircraft as of the date of execution of this Agreement, and will have at the time of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good Closing legal and marketable valid title to the AircraftShares set forth opposite its name on Schedule A hereto, free and clear of all Liens liens and encumbrances and has all power to Purchaservote, dispose of and Seller exercise all other rights with respect to such Shares, subject to the terms of this Agreement; (d) the sale and delivery of the Shares to the Purchaser in accordance with the terms hereof will warrant vest in Purchaser legal and defend valid title to the Shares, free and clear of all liens and encumbrances; (e) neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the performance of such title forever against all claims and demands whatsoever. 5.1.8 Seller has paid any and all taxesSeller's obligations hereunder, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumptionwill (i) result in a violation or breach of, or registration constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, or acceleration) under any material contract, agreement, instrument, commitment, arrangement or understanding to which such Seller is a party, or result in the creation of a security interest, lien, charge, encumbrance, equity or claim with respect to such Seller's Shares, (ii) require any material consent, authorization or approval of any Person, or (iii) violate or conflict with any domestic or foreign law, statute, code, rule, regulation, writ, injunction or decree applicable to such Seller or such Seller's Shares; and (f) to the best of each Seller's knowledge, neither the execution and delivery of this Agreement, the consummation of the Aircraft prior to transactions contemplated hereby, nor the Closing (“Amounts Owed”)performance of each Seller's obligations hereunder, provided that, if Amounts Owed are not yet due, imposed, leviedwill result in a violation or breach of, or assessed against Seller constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any policies of Tesco or any of its subsidiaries including, but not limited to, those governing the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer trading of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of PurchaserShares.

Seller’s Representations and Warranties. Each Seller hereby represents represents, warrants and warrants thatcovenants, severally and not jointly, to Purchaser as follows as of the date hereof, : (a) Seller is an entity duly organized and as validly existing under the laws of the Closing:jurisdiction of its formation. 5.1.1 (b) Seller is duly formed foreign corporation, validly existing, and in good standing, having the capacity to sue and be sued in its own name, having full power, legal right has all requisite power and authority to carry on its business as currently conducted, and to execute, deliver and perform the provisions of its obligations under this Agreement;. This Agreement has been duly and validly authorized, executed and delivered on behalf of Seller and shall constitute the legal, valid and binding obligation of Seller enforceable against it in accordance with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies. 5.1.2 (c) The execution, delivery, delivery and performance by Seller of this Agreement, Agreement and the sale consummation by Seller of the Aircraft, has been duly authorized by all necessary action on behalf of Seller and do transactions contemplated hereby will not conflict with or (a) result in any breach of any a violation of the terms organizational documents of Seller, (b) conflict with, or constitute a default under any document, instrument(or an event which with notice or lapse of time or both would become a default) under, or agreement give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which Seller is a party;, or (c) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to Seller, except in the case of clauses (b) and (c) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations hereunder. 5.1.3 The (d) No consent, approval, permit, order, notification, waiver (including any waiver of a right of first refusal) or authorization of, or any exemption from registration, declaration or filing with, any person executing (governmental or private) is required in connection with the execution, delivery and performance by Seller of this Agreement on behalf or the consummation by Seller of Seller has full power and authority to do so; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereof) are listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereofhereby. There is no agreement, other than this Agreement Agreement, to sell all or any Liens portion of the Debentures and no person has a right of co-sale or tag-along right that are to would be discharged at Closingtriggered hereby. 5.1.6 This Agreement constitutes the legal, valid and binding obligations of (e) Seller and is enforceable against Seller in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner of the Aircraft as of the date of execution of this Agreement, and at the time of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey has good and marketable valid title to the AircraftDebentures free and clear of lien, mortgage, security interest, pledge, charge or encumbrance of any kind ("Liens"). Delivery of the Debentures to Purchaser will pass to Purchaser good and valid title to the Debentures, free and clear of all Liens to Purchaserother than those of Purchaser or under securities laws. (f) Seller is acting solely for Seller's own account, and has made Seller's own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for Seller will warrant based upon Seller's own judgment and defend upon advice of such title forever against all claims advisors as Seller deems necessary. Seller acknowledges and demands whatsoeveragrees that Seller is not relying, and has not relied, upon any communication (written or oral) of Purchaser or any affiliate, employee or agent of Purchaser with respect to the legal, accounting, tax or other implications of this Agreement and that Seller has conducted Seller's own analyses of the legal, accounting, tax and other implications hereof and thereof; it being understood that information and explanations related to the terms and conditions of this Agreement shall not be considered investment advice or a recommendation to enter into this Agreement. Seller acknowledges that neither Purchaser nor any affiliate, employee or agent of Purchaser is acting as a fiduciary for or an advisor to Seller in respect of this Agreement. 5.1.8 (g) There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency or self regulatory organization or body pending or, to the knowledge of Seller, threatened against or affecting Seller that could reasonably be expected to have a material adverse affect on the ability of Seller to perform its obligations hereunder. (h) Seller has paid taken no action that would give rise to any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from claim by any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft prior to the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any agreement person for brokerage commissions, brokerage finder's fees or similar fees payments relating to be paid upon transfer this Agreement or the transactions contemplated hereby. (i) Neither the Seller nor any of its affiliates is an officer, director or a “beneficial owner” of more than 10% of the Aircraft that would become shares of Common Stock (as defined for purposes of Rule 13d-3 of the obligation Securities Exchange Act of Purchaser 1934, as amended (the “ 1934 Act ”)). Neither Seller nor any of its affiliates is, (a) effecting or seeking, offering or proposing (whether publicly or otherwise) to effect, or cause or participate in or in any way assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any material acquisition of any securities (or beneficial ownership thereof) or assets of the Company or any of its subsidiaries out of the ordinary course of business , (ii) any tender or exchange offer, merger or other business combination involving the Company or any of its subsidiaries, (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries, or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the Company; (b) forming, joining or in any way participating in a lien on “group” (as defined under the Aircraft nor does Seller have any agreement 0000 Xxx) with respect to the Company with respect to the matters set forth in (a) above; (c) otherwise acting, alone or arrangement to pay any consideration whatsoever, directly or indirectlyin concert with others, to seek to control or influence the management, Board of Directors or policies of the Company; or (d) entering into any employee, agent discussions or independent contractor arrangements with any third party with respect to any of Purchaserthe foregoing. The Purchased Debentures have been continuously held by the Seller for a period of at least twelve (12) months as of the date hereof.

Seller’s Representations and Warranties. Seller hereby represents and warrants that, to Buyer as of the date hereof, and as of the Closingfollows: 5.1.1 (i) Seller is duly formed foreign corporation, validly existing, and in good standing, having has the capacity to sue and be sued in its own name, having full power, legal right power and authority to carry on its business as currently conducted, enter into this Agreement and to executecarry out its obligations hereunder. The execution, deliver delivery and perform performance of this Agreement and the other agreements and documents to be executed and delivered by Seller pursuant to the provisions of this Agreement; 5.1.2 The execution, delivery, and performance by Seller of this Agreement, and the sale of the Aircraft, has Agreement have been duly authorized by all necessary municipal action on behalf the part of Seller and do not conflict with or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement to which Seller is a party; 5.1.3 The person executing this Agreement on behalf of Seller has full power and authority to do so; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereof) are listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or any Liens that are to be discharged at ClosingSeller. 5.1.6 This Agreement constitutes the legal, valid and binding obligations of Seller and is enforceable against Seller in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner of the Aircraft as of the date of execution of this Agreement, and at the time of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to the Aircraft, free and clear of all Liens to Purchaser, and Seller will warrant and defend such title forever against all claims and demands whatsoever. 5.1.8 Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft prior to the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 ii) Seller has not entered into any agreement for commissionsto sell, brokerage fees or otherwise dispose of its interest in the Property or any part thereof. To the best of Seller’s knowledge, no person, firm, corporation or other entity has any right or option to acquire the Property, or any part thereof, from Seller, other than Buyer as herein provided. While this Agreement is in effect and prior to the Closing, Seller will not voluntarily convey, transfer or encumber the Property or any part thereof or any interest therein. (iii) Seller is not a “foreign person” as such term is defined in Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended. (iv) To Seller’s knowledge, there are no pending or threatened condemnation or similar fees proceedings to take any portion of the Property by power of eminent domain. (v) This Agreement has been duly executed and delivered on behalf of Seller and is a legal, valid, and binding obligation of Seller enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other laws or equitable principles relating to or affecting the enforcement of creditors’ rights. (vi) To Seller’s knowledge, there are no actions, suits, proceedings or investigations, either at law or in equity, or before any commission or other administrative authority in any United States or foreign jurisdiction, of any kind now pending or, to Seller’s knowledge, threatened or proposed in any manner, or any circumstances which should or could reasonably form the basis of any such action, suit, proceeding or investigation, involving Seller or any of its properties or assets that: (i) questions the validity of this Agreement; or (ii) seeks to delay, prohibit or restrict in any manner any action taken or contemplated to be paid upon transfer taken by Seller under this Agreement. When used in this Agreement the term “Seller’s knowledge” or to the “best of Seller’s knowledge” or similar phrases, means the actual knowledge of Xxxxxx X. Xxxxx. (vii) To the best of Seller’s knowledge, the Property is not subject to any leases, occupancy or use agreements, is free and clear of all tenants, and that there are no parties in possession of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of PurchaserProperty.

Seller’s Representations and Warranties. Seller hereby Each Seller, severally and not jointly, as to itself and the interest it owns, represents and warrants that, to Buyer as of the date hereof, and as of the ClosingClosing Date that: 5.1.1 (a) Seller is organized as a Delaware limited partnership duly formed foreign corporationorganized, validly existing, and in good standingstanding under the laws of the State of Delaware, having the capacity and is duly qualified to sue and be sued carry on its business in its own name, having full power, legal right those states where it is required to do so. (b) Seller has all requisite power and authority to carry on its business as currently presently conducted, to enter into this Agreement and the other documents and agreements contemplated hereby, and to execute, deliver and perform the provisions of its obligations under this Agreement; 5.1.2 The execution, delivery, and performance by Seller of this Agreement, Agreement and the sale other documents and agreements contemplated hereby. The consummation of the Aircraft, has been duly authorized by all necessary action on behalf of Seller and do not conflict with or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement to which Seller is a party; 5.1.3 The person executing this Agreement on behalf of Seller has full power and authority to do so; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereof) are listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement will not violate, nor be in conflict with, any provision of its governing documents or any agreement or instrument to which it is a party or by which it is bound (except any provision contained in agreements customary in the oil and gas industry relating to (1) the Preferential Purchase Rights (defined below) affecting all or any portion of the Assets; (2) required consents to transfer and related provisions; (3) maintenance of uniform interest provisions; and (4) any other third-party approvals or consents contemplated herein), or any judgment, decree, order, statute, rule, or regulation applicable to the identity, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously usedSeller; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof(c) This Agreement, other than this Agreement or any Liens that are and all documents and instruments required hereunder to be discharged executed and delivered by Seller at Closing. 5.1.6 This Agreement constitutes the , constitute legal, valid and binding obligations of Seller and is enforceable against Seller in accordance with its terms respective terms, subject to applicable bankruptcy and other similar laws of general application with respect to creditors; (d) There are no bankruptcy, insolvencyreorganization or receivership proceedings pending, fraudulent conveyancebeing contemplated by, reorganizationor, moratorium to the knowledge of Seller, threatened against Seller; (e) The execution, delivery and similar laws affecting performance of this Agreement and the enforceability transaction contemplated hereunder have been duly and validly authorized by all requisite authorizing action, corporate, partnership or otherwise, on the part of contractual obligations Seller; (f) The Assets are not subject to any liens, security interests or mortgages of any kind or nature other than those that will be released prior to or on Closing;, (g) All payments (including all delay rentals, royalties, shut-in royalties and creditors’ rights generally valid calls for payment or prepayment under operating agreements) owing under any Lease or other agreement referenced in Schedule 1.17(c) have been and are being made (timely, and before the same became delinquent) by the application Seller, and Seller is not in default in any material respect of equitable principles any obligation under any Lease or other agreement referenced in Schedule 1.17(c) and, to Seller’s knowledge, no such default has been asserted as of the Effective Time, the date of this Agreement or as of the Closing Date; (h) The operation of the Assets has been in accordance with prevailing industry standards and is in compliance with all applicable statutes, laws, ordinances, regulations, rules, rulings, orders, writs, injunctions, decrees or other official acts of or by courts any governmental authority (“Laws”), and Xxxxxx has received no written notice of competent jurisdictionany default under, sitting and to Seller’s knowledge no condition exists that with notice or lapse of time or both would constitute a default under, any Law; (i) Seller possesses all licenses, permits, certificates, orders, approvals and authorizations necessary to own and operate the Assets and to carry on business as now being conducted; (j) All taxes based on or measured by the ownership of any Asset or the production of hydrocarbons or the receipt of proceeds therefrom which are due and payable by Seller or any operator of any Asset have been paid or are currently being contested in good faith; (k) Seller has not received written notice of any actual or threatened taking of any part of the Assets by reason of condemnation; (l) There is no pending action, suit, proceeding, arbitration, claim or investigation by any person, entity, administrative agency or governmental body, pending or, to Seller’s knowledge, threatened against Seller relating to the Assets or against third parties but otherwise impacting Seller’s interests in the Assets as of the Effective Time, the date of this Agreement or as of the Closing Date; (m) No third party has any option to purchase or similar right under any agreement with respect to production of hydrocarbons attributable to Seller’s interest in any Asset except as set forth on Schedule 4(m). (n) Except as set forth on Schedule 4(n), there are no existing commitments or obligations or authorities for expenditure for which Buyer will be liable to pay costs or expenses in excess of $50,000.00 for the drilling, completing, equipping, maintaining, deepening, side tracking, reworking or plugging and abandonment of any Asset or other costs or expenses arising from or relating to the ownership of any Asset, and no operation has been proposed on any Asset for which Seller has not yet responded. (o) The Assets are not subject to any Preferential Purchase Rights except as set forth on Schedule 4(o); (p) With respect to any agreement or contract for the sale of hydrocarbons affecting or relating to the Assets (the “Sales Contracts”): o Seller is not obligated by virtue of (i) any prepayment arrangement, (ii) a “take-or-pay” or similar provision, (iii) a production payment, or (iv) any other arrangement to deliver hydrocarbons produced from the Assets at law some future time without then or thereafter receiving full payment therefor. o Payments for hydrocarbons sold pursuant to each of the Sales Contracts are current (subject to adjustment in equityaccordance with the Sales Contracts) and to Seller’s knowledge in accordance with the prices set forth in the Sales Contracts. o No Sales Contract has a term in excess of 60 days or is not terminable upon notice of 60 days or less except as set forth on Schedule 4(p); (q) To the best of Seller's knowledge, no breach or default by any third party (or situation which with the passage of time or giving of notice would create a breach or default) exists, to the extent such breach or default (whether by Seller or such a third party) could reasonably be expected to materially adversely affect the ownership, operation, value or use of any Asset after the Effective Time; (r) Schedule 1.17(c) is a list of all material contracts and agreements to which any of the Assets are bound, including (a) joint operating agreements, (b) agreements with any Affiliate of Seller, (c) any production sales contracts, (d) any agreement of Seller to sell, lease, farmout or otherwise dispose of any of its interests in the Assets other than conventional rights of reassignment, (e) gas balancing agreements, (f) exploration agreements, (g) pooling, unitization or communitization agreement, (h) area of mutual interest agreements and (i) agreements containing seismic licenses, permits and other rights to geological or geophysical data and information directly or indirectly relating to the Assets; (s) Except as disclosed on Schedule 4(s), Seller does not have any Imbalances arising with respect to the Assets, and (i) no person is entitled to receive any material portion of the Seller’s hydrocarbons produced from the Assets or to receive material cash or other payments to “balance” any disproportionate allocation of hydrocarbons produced from the Assets under any operating agreement, gas balancing or storage agreement, gas processing or dehydration agreement, gas transportation agreement, gas purchase agreement, or other agreements, whether similar or dissimilar, (ii) Seller is not obligated to deliver any material quantities of gas or to pay any material penalties or other amounts, in connection with the violation of any of the terms of any gas contract or other agreement with shippers with respect to the Assets, and (iii) Seller is not obligated to pay any material penalties or other material payments under any gas transportation or other agreement as a result of the delivery of quantities of gas from the Xxxxx in excess of the contract requirements; and 5.1.7 (t) Except as disclosed on Schedule 3.3(b)(5), there are no amounts held In suspense by Seller is the lawful beneficial owner with respect to any of the Aircraft as of the date of execution of this Agreement, and at the time of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to the Aircraft, free and clear of all Liens to Purchaser, and Seller will warrant and defend such title forever against all claims and demands whatsoeverAssets. 5.1.8 Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft prior to the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Purchaser.

Seller’s Representations and Warranties. Seller hereby represents and warrants that, to Buyer that as of the date hereof, it executes this Agreement and as of the Closing: 5.1.1 (a) Seller is a limited liability company duly formed foreign corporationorganized, validly existing, existing and in good standing, having standing under the capacity to sue laws of the State of California. Esam Hhacho is the majority member and be sued in its own name, having sole manager of Seller (b) Seller has the full power, legal right limited liability company power and authority to carry on its business as currently conducted, and to execute, deliver and perform the provisions its obligations under this Agreement. The execution and performance of this Agreement;Agreement will not result in a breach of, violate any term or provision of, or constitute a default under, any articles of incorporation, bylaws, partnership agreement, partnership certificate, articles of organization, operating agreement, indenture, deed to secure debt, deed of trust, mortgage, lease or other document by which Seller, or Seller’s members or manager, is bound. This Agreement and all agreements, instruments and documents herein provided to be executed by Seller are and as of the Closing will be duly authorized, executed and delivered by and are and will be binding upon Seller. 5.1.2 The execution(c) To Seller’s actual knowledge, deliveryall due diligence materials (excluding all third party reports delivered to Buyer), including, without limitation, all reports, surveys, studies, tax records, and performance exhibits to this Agreement, have been prepared and assembled in the ordinary course of business by Seller and are believed by Seller to be substantially true, complete and accurate in all material respects. (d) To Seller’s actual knowledge, all permits required for the Property have been duly and validly issued, are in full force and effect, have been fully paid for (other than normal recurring annual permit or license fees set forth in the operating statements of the Property provided to Buyer), and Seller has received no notice of violation of any permit. (e) There is no litigation or arbitration or other legal or administrative suit, action or proceeding of any kind (for which Seller has received service of process) (each, a “Proceeding”) pending (or, to the actual knowledge of Seller, threatened) against Seller or the Property that: (i) could detrimentally and materially affect the value, ownership, use, or operation of the Property or the ability of Seller to perform its obligations under this Agreement or (ii) has an uninsured claim for damages in excess of Twenty Five Thousand Dollars ($25,000) or, when taken together with all other Proceedings, have uninsured claims for damages in excess of Fifty Thousand Dollars ($50,000). There are no condemnation, environmental or zoning proceedings instituted or planned to be instituted (for which Seller has received notice) that would affect the Property and Seller has not received notice of any special assessment proceedings affecting the Property. Seller shall notify Buyer promptly of any such proceedings or litigation of which Seller acquires actual knowledge after the date of this Agreement and before the Close of Escrow. (f) Seller is not a “foreign person” as defined in §1445 of the Internal Revenue Code of 1986, as amended, and the Income Tax Regulations thereunder. (g) Seller owns fee simple title to the Property, subject to Permitted Exceptions. (h) Except as disclosed to Buyer, at the time of Closing there will be no outstanding written contracts made by Seller for any improvements to the Property which have not been fully paid for and Seller shall cause to be discharged or bonded over all mechanics’ and materialmen’s liens arising from any labor or materials furnished to the Property prior to the time of Closing (other than any such liens arising from Buyer’s inspection activities on the Property). (i) To Seller’s actual knowledge, there are no obligations in connection with the Property which could be binding upon Buyer or affect the Property after Closing (except for those (i) disclosed to Buyer during the Approval Period, (ii) imposed by a public agency having jurisdiction over the Property; (iii) assumed by Buyer pursuant to the terms of this Agreement or (iv) terminable at Buyer’s will or upon thirty (30) days advance notice) and there are no assessments or bonds assessed or, to the actual knowledge of Seller, proposed to be assessed, against the Property. To the actual knowledge of Seller, there are no existing or proposed easements, covenants, conditions, restrictions, agreements or other documents which affect title to the Property and which are not disclosed by the Title Policy. Except as disclosed, Seller has not granted any option or right of first refusal or first opportunity to any party to acquire title to the Property. (j) No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization, or other proceedings are pending or to Seller’s actual knowledge, threatened against Seller, nor are any such proceedings contemplated by Seller. (k) Neither Seller nor, to the actual knowledge of Seller, any prior owner or occupant of the Property has engaged in or permitted any activity on the Property involving the handling, manufacture, treatment, storage, use, release, or disposal of any “Hazardous Materials” (as hereinafter defined), or has transferred Hazardous Materials from the Property to another location in violation of any applicable codes, laws, rules or regulations. Seller has not received written notice (and to the actual knowledge of Seller, Seller’s property manager has not received notice), and otherwise Seller has no actual knowledge, that removal or other remedial action with respect to Hazardous Materials in, on, under or about the Property is presently required by any governmental authority having jurisdiction over the Property. For purposes of this Agreement, the term “Hazardous Materials” shall mean any toxic or hazardous waste, material or substance, including, without limitation, asbestos, asbestos containing materials, petroleum, petroleum products, underground storage tanks now or previously containing any other Hazardous Materials, substances defined as “hazardous substances”, “hazardous waste” or “toxic substances” in the Comprehensive Environmental Response, Compensation and the sale Liability Act of the Aircraft1980, has been duly authorized by all necessary action on behalf of Seller as amended, 42 U.S.C. Sec. 9601, et seq.; Hazardous Materials Transportation Act, 49 U.S.C. Sec. 1801; and do not conflict with Resource Conservation and Recovery Act, 42 U.S.C. Sec. 6901 et seq.; and other substances defined as hazardous waste and/or hazardous substances in applicable state or result local laws and/or in any breach of any of the terms or constitute a default under any document, instrument, or agreement regulations and publications promulgated pursuant to which Seller is a party; 5.1.3 The person executing this Agreement on behalf of Seller has full power and authority to do so; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereof) are listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or any Liens that are to be discharged at Closingsaid laws. 5.1.6 This Agreement constitutes the legal, valid and binding obligations of Seller and is enforceable against Seller in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner of the Aircraft as of the date of execution of this Agreement, and at the time of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to the Aircraft, free and clear of all Liens to Purchaser, and Seller will warrant and defend such title forever against all claims and demands whatsoever. 5.1.8 Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft prior to the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Purchaser.

Seller’s Representations and Warranties. Seller hereby represents and warrants that, to Buyer as of the date hereof, hereof and as of the ClosingClosing Date that: 5.1.1 (a) Seller is a limited liability company duly formed foreign corporationorganized, validly existing, existing and in good standing, having standing under the capacity to sue and be sued in its own name, having full power, legal right Laws of the State of Texas; (b) Seller has all requisite power and authority to carry on its business as currently presently conducted, to enter into this Agreement and the other documents and agreements contemplated hereby and to execute, deliver perform its obligations under this Agreement and perform the provisions of this Agreement; 5.1.2 other documents and agreements contemplated hereby. The execution, delivery, delivery and performance by Seller of this Agreement, Agreement and the sale of the Aircraft, has transactions contemplated hereunder have been duly and validly authorized by all necessary requisite authorizing action on behalf the part of Seller and do not conflict with or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement to which Seller is a partySeller; 5.1.3 (c) The person executing execution of this Agreement on behalf and the consummation of Seller has full power and authority to do so; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereof) are listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related will not violate, nor be in conflict with, any provision of Seller’s governing documents or any agreement or instrument to which it is a party or by which it or the identityAssets are bound, citizenship, location except any provision contained in any contract listed on Exhibit “D” or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed customary in the oil and gas industry, or Seller’s bank financing agreements relating to sell (1) the Preferential Purchase Rights; (2) required consents to transfer and related provisions; (3) maintenance of uniform interest provisions; and (4) any other third Person approvals or lease or otherwise encumber the Aircraft consents contemplated herein or any part thereofjudgment, other than this Agreement decree, order, statute, rule or any Liens that are regulation applicable to Seller or the Assets; (d) This Agreement, and all documents and instruments required hereunder to be discharged executed and delivered by Seller at Closing. 5.1.6 This Agreement constitutes the , constitute legal, valid and binding obligations of Seller and is enforceable against Seller in accordance with its terms their respective terms, subject to applicable bankruptcy and other similar Laws of general application with respect to creditors; (e) There are no bankruptcy, insolvencyreorganization or receivership proceedings pending against, fraudulent conveyancebeing contemplated by or, reorganizationto the Knowledge of Seller, moratorium threatened against Seller; (f) Neither Seller nor any Affiliate of Seller has incurred any obligation or Liability, contingent or otherwise, for brokers’ or finders’ fees in connection with this Agreement and the transaction provided herein for which Buyer shall have any Liability or responsibility; (g) Other than as set forth in Exhibit “H,” there are no written demands, actions, suits or administrative, legal or arbitration proceedings relating to the Assets (including condemnation, expropriation or forfeiture proceedings) pending or, to the Knowledge of Seller, threatened against Seller or any of its Affiliates or any Asset; (h) The transfer of the Assets to Buyer will not violate at the Closing Date any covenants or restrictions imposed on Seller by any bank or other financial institution in connection with a mortgage or other instrument and will not result in the creation or imposition of a lien on any portion of the Assets, except as to those mortgages or instruments to be released at Closing as provided in Section 13.2(f) herein; (i) Except as set forth on Exhibit “K” , there are no waivers, consents to assign, Preferential Purchase Rights, approvals or similar laws rights owned by third Persons and required in connection with the conveyance of the Assets from Seller to Buyer; (j) All tax returns required to be filed with respect to the Assets have been duly and timely filed, each such tax return is true, correct and complete in all material respects, and all taxes owed with respect to the Assets (whether or not shown on a tax return) have been timely paid in full. There are no liens for taxes on any of the Assets other than with respect to taxes not yet due and payable, and Seller has paid all ad valorem, property, production, severance, excise and other taxes or assessments related to the Assets that have become due and payable other than any such taxes being contested in good faith by Seller; (k) Except as set forth on Exhibit “D,” no Hydrocarbons produced or to be produced from the Assets are subject to any Hydrocarbon sales, purchase or exchange contracts not cancellable on 60 or fewer days’ notice nor does any third Person have any call upon, option to purchase, take-or-pay obligations, dedication rights or similar rights with respect to the Hydrocarbons produced or to be produced from Assets”; (l) Except as set forth on Exhibit “J,” there are no Hydrocarbon imbalances with respect to the Assets; (m) Except as provided in Exhibit “O,” there are no mortgages, liens or other encumbrances of record affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; andAssets other than Permitted Encumbrances; 5.1.7 Seller is the lawful beneficial owner (n) If any of the Aircraft interests comprising the Assets were acquired by Seller under farmout, exploration, development, participation or other agreements and Seller has not as of the date of execution of this Agreement, and at the time of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, Closing Date received assignments to convey good and marketable title to the Aircraft, free and clear of all Liens to Purchaser, and Seller will warrant and defend such title forever against all claims and demands whatsoever. 5.1.8 Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft prior to the Closing interests (which are described in Exhibit “Amounts OwedM”), provided thatthen, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraftwith respect to such Assets, Seller will pay represents to Buyer that except for consents which are subject to Section 4(i) and interests which cannot be assigned due to provisions in applicable agreements prohibiting assignments of interests which do not meet specified minimum interest requirements, all conditions to earning assignments of record title or operating rights, as the case may be, to such Amounts Owed when dueAssets have been fully satisfied by Seller; (o) Seller is not in material breach of any material contract described on Exhibit “D” and Exhibit “D” sets forth a list of all material contracts, imposedagreements, leviedand commitments to which any of the Assets are subject to: (a) any agreement or contract for the sale, exchange or assessed other disposition of hydrocarbons produced from the Leases or Xxxxx that requires more than sixty (60) days’ prior written notice to cancel; (b) any agreement to sell, lease, farmout or otherwise dispose of any of the Seller’s interests in any of the Leases other than conventional rights of reassignment; (c) any operating agreement to which Seller’s interests in any of the Leases and/or Xxxxx are subject; (d) any contract that requires Seller to expend more than $20,000.00, net to the Seller’s interest, in any year in connection with the Assets; (e) any option to purchase the hydrocarbons produced from the Assets; (p) The Assets currently are in material compliance with all applicable Environmental Laws, (i) all necessary governmental permits, licenses, approvals, consents, certificates and will defend other authorizations required by applicable Environmental Laws with regard to the ownership or - 15 - operations of the Assets have been obtained and hold Purchaser harmless from maintained in effect by such Amounts Owed. 5.1.9 Seller and no notices of unresolved written violations exist in respect of such permits, licenses, approvals, consents, certificates or authorizations except for such permits, licenses, approvals, consents, certificates or other authorizations, and (ii) Seller has not entered into received any agreement for commissionswritten notice that (A) the Assets are not in compliance with any applicable Environmental Laws, brokerage fees or similar fees and (B) the Assets are subject to be paid upon transfer of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectlypending or, to Seller’s Knowledge, threatened Claims which would require Seller, under applicable Environmental Laws, to conduct any employee, agent investigation or independent contractor of Purchaserremediation.

Seller’s Representations and Warranties. Seller The Sellers hereby represents jointly and warrants thatseverally make the following representations and warranties to Buyer, as each of which is accurate on the date hereof, hereof and shall be accurate on and as of the ClosingClosing Date: 5.1.1 Seller (a) Each of the Sellers is duly formed foreign corporationincorporated or organized, as the case may be, validly existing, existing and in good standingstanding under the laws of the state of its organization or incorporation, having as the capacity case may be. The ownership of each of the Sellers and their respective managers, directors and officers are reflected on Schedule 3.32(a) and except as set forth on ---------------- Schedule 3.32(a), there are outstanding no rights, warrants or options to sue and be sued in its own name---------------- acquire, having full power, legal right exchange or convert any securities of either of the Sellers. Each of the Sellers has all requisite power and authority to carry on its business as currently conducted, execute and to execute, deliver and perform the provisions of this Agreement; 5.1.2 The execution, delivery, and performance by Seller of this Agreement, to perform their respective obligations hereunder and to consummate the sale transactions contemplated hereby. This Agreement and all other agreements herein contemplated to be executed by the Sellers constitute (or upon execution will constitute) valid and binding obligations of the AircraftSellers, enforceable against the Sellers in accordance with their respective terms, subject to Bankruptcy Laws and Equitable Principles. (b) The Interests constitute the only ownership interests of the Company. The Sellers are the record (and beneficial) owners of all of the Interests (with the ownership being as reflected on Schedule 3.2), free and ------------ clear of all Liens. No person (other than the Sellers) has been duly authorized any power or right of any kind, to dispose of or direct the disposition of the Interests or to vote or direct the voting of the Interests. Except as set forth on Schedule 3.2, there are no agreements or understandings with respect to the ------------ transferability of Interests between the Sellers or between or among the Company and either or both of the Sellers. The Sellers will transfer to the Buyer at Closing good and marketable title to the Interests, free and clear of all Liens. (c) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby by all necessary action on behalf of each Seller and do not will (i) violate or conflict with any provisions of the articles of incorporation, certificate of formation , bylaws, operating agreement or other governing documents of either of the Sellers, (ii) result in any a breach of any of the terms or provisions of, or constitute a violation or default under, or conflict with any Law applicable to such Seller or any judgment, decree, order or award of any court, governmental body or arbitrator to which such Seller is a party or may be bound, or (ii) except as otherwise expressly disclosed in this Agreement or on any of the Schedules hereto, violate, or be in conflict with, or constitute a default under, or result in the termination of, accelerate the performance required by, or cause the acceleration of the maturity of any material liability or obligation, or result in the creation or imposition of any Lien upon the Interests under any documentnote, instrumentbond, mortgage, indenture, deed of trust, license, lease, contract, commitment, understanding, or other agreement to which such Seller is a party; 5.1.3 The person executing this Agreement on behalf of party or to which such Seller has full power and authority may be bound or affected or to do so; 5.1.4 which the Interests or may be subject. Neither it Seller (nor any of its employees their respective owners, officers, directors, managers or Affiliates) has any claim against the Company, for whatever reason, either as a member, manager, officer, employee or otherwise, and after the Closing, neither the Company nor the Buyer shall have any further obligations owing to the Sellers (nor any of their respective owners, officers, directors, managers or Affiliates), except to the extent expressly provided in this Agreement, or as otherwise agreed to in writing after the Closing between either of the Sellers (or any assignee of their respective owners, officers, directors, managers or Affiliates) and the Company and/or the Buyer. (d) Each Seller hereby confirms that the ESSI Stock acquired hereunder will be acquired for investment for Seller's own account, not as defined in Article 8.7 hereof) are listed by the United States Department of Treasury on the Specifically Designated Nationals a nominee or agent, and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related not with a view to the identity, citizenship, location sale or business distribution of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement and that such Seller has no present intention of selling, granting participation in, or any Liens that are to be discharged at Closing. 5.1.6 This Agreement constitutes otherwise distributing the legal, valid and binding obligations of Seller and is enforceable against Seller in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner of the Aircraft as of the date of execution of same. By executing this Agreement, and at the time of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to the Aircraft, free and clear of all Liens to Purchaser, and each Seller will warrant and defend further represents that such title forever against all claims and demands whatsoever. 5.1.8 Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft prior to the Closing (“Amounts Owed”), provided that, if Amounts Owed are does not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any contract, undertaking, agreement or arrangement with any Person to pay sell, transfer or grant participations to such Person or to any consideration whatsoeverthird party, directly with respect to any of the ESSI Stock. (e) Each Seller understands that the ESSI Stock has not been registered under the 1933 Act or indirectlyunder any applicable state securities Law, on the ground that the sale provided for in this Agreement and the issuance of ESSI Stock hereunder is exempt from registration under the 1933 Act and that the Buyer's reliance on such exemption is predicated, in part, on such Seller's representations set forth herein. (f) Each Seller represents that it (and each of its owners) is an "accredited investor" within the meaning of Rule 501 of Regulation D under the 1933 Act and that such Seller (and each of its owners) is experienced in evaluating the merits and risks of investing in companies such as the Buyer, has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of their investment in ESSI Stock and has the ability to bear the economic risks of their investment. Each Seller further represents that such Seller (and each of its owners) has had access, during the course of the transaction and prior to their acquisition of ESSI Stock hereunder, to the same kind of information that would be provided in a registration statement filed by the Buyer under the 1933 Act and that such Seller (and each of its owners) has had, during the course of the transaction and prior to entering in to this Agreement, the opportunity to ask questions of, and receive answers from, the Buyer concerning the current business operations and financial condition of the Buyer and to obtain such additional information as the Sellers deemed necessary to verify the accuracy of any employeeinformation furnished or to which access was provided to the Sellers (or their owners). (g) Each Seller understands that the ESSI Stock or any interest therein may not be sold, agent transferred or independent contractor otherwise disposed of Purchaserwithout registration under the 1933 Act or under any applicable state securities Law or an exemption therefrom, and that in the absence of an effective registration statement covering the ESSI Stock or an available exemption from registration under the 1933 Act and any applicable state securities Law, the ESSI Stock must be held indefinitely. In particular, each Seller is aware that the ESSI Stock may not be sold pursuant to Rule 144 promulgated under the 1933 Act unless all of the conditions of that Rule, including applicable holding period, manner of sale and notice filing requirements, are met.

Seller’s Representations and Warranties. Seller hereby represents and warrants to Purchaser that, as of the date hereof, and as of the Closing: 5.1.1 Seller is duly formed foreign corporation(a) it has the full right, validly existing, and in good standing, having the capacity to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conductedenter into, execute and deliver this Agreement, and to executeperform all duties and obligations imposed on it under this Agreement, deliver except to the limited extent, if any, specifically and perform the provisions of expressly set forth in this Agreement; 5.1.2 The execution, delivery, and performance by Seller (b) neither the execution nor the delivery of this Agreement, and nor the sale consummation of the Aircraftpurchase and sale contemplated hereby, has been duly authorized by all necessary action on behalf nor the fulfillment of Seller or compliance with the terms and do not conditions of this Agreement conflict with or will result in any the breach of any of the terms or constitute a default under any documentterms, instrumentconditions, or provisions of any agreement or instrument to which Seller it is a partyparty or by which it, or any of its assets is bound; 5.1.3 (c) Seller has not received written notice of any pending or threatened condemnation or eminent domain proceedings relating to or affecting the Property and Seller has no knowledge of the same; (d) Except as set forth on Schedule 2 attached hereto, there is no litigation, unsatisfied order or judgment, action, suit, legal proceeding, arbitration or governmental investigation which has been filed or threatened in writing against Seller or materially affecting the Property or Seller’s ability to consummate the transactions contemplated hereby; (e) Except as set forth on Schedule 3 attached hereto, Seller has not received written notice of, nor to Seller’s knowledge is there, any uncured violation of any Legal Requirements relating to the use, construction, upkeep, repair, maintenance or operation of the Property; (f) To Seller’s knowledge: (i) , except as set forth in Schedule 4, there are no Leases or other tenancies for any space in the Real Property; (ii) set forth on Schedule 4 is a true, correct and complete list of all documents constituting the Leases; and (iii) except as set forth in Schedule 4, there are no defaults existing under said Leases including with respect to additional rent; (g) To Seller’s knowledge, (i) , except as set forth in Schedule 5, there are no Service Contracts affecting the Real Property; (ii) set forth on Schedule 5 is a true, correct and complete list of all documents constituting the Service Contracts; and (iii) except as set forth in Schedule 4, there are no defaults existing under said Service Contracts; (h) The person executing this Agreement Property is not covered by a collective bargaining agreement with respect to any employees thereat. Seller has not contributed to any pension fund on behalf of Seller has full power and authority to do soany employees at the Property; 5.1.4 Neither it nor (i) To Seller’s knowledge, no party, other than Purchaser, has any option or other right or right of its employees (or any assignee as defined in Article 8.7 hereof) are listed by first refusal to purchase the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons ListProperty. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, written agreement (other than this Agreement or any Liens that are to be discharged at Closing. 5.1.6 This Agreement constitutes Agreement) providing for the legal, valid and binding obligations of Seller and is enforceable against Seller in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner sale of the Aircraft Property to any party which agreement remains in effect as of the date hereof; and (j) The operating statements delivered to Purchaser are the same statement used by Seller in the ordinary course of execution of this Agreement, and at the time of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to the Aircraft, free and clear of all Liens to Purchaser, and Seller will warrant and defend such title forever against all claims and demands whatsoever. 5.1.8 Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft prior to the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Purchaser.its business; and

Seller’s Representations and Warranties. Seller hereby represents to Buyer the following matters which shall be true and warrants that, correct as of the date hereof, hereof and as of the Closing: 5.1.1 Closing Date. Buyer and Seller is duly formed foreign corporation, validly existing, each specifically acknowledge and agree that all references in good standing, having the capacity to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducted, and to execute, deliver and perform the provisions of this Agreement; 5.1.2 The execution, delivery, and performance by Seller of this Agreement, and the sale of the Aircraft, has been duly authorized by all necessary action on behalf of Seller and do not conflict with or result in any breach of any of the terms or constitute a default under exhibits attached hereto and in any document, instrument, certificate or agreement statement to which be delivered by Seller is a party; 5.1.3 The person executing this Agreement on behalf of Seller has full power and authority to do so; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereof) are listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related Buyer hereunder to the identityphrases "to Seller's actual knowledge," or "known to Seller" (whether used in the phrase "to the actual knowledge of Seller," "actually known to Seller," "Seller's knowledge," or in similar or other contexts) (1) shall mean the actual (not constructive or imputed) personal knowledge of Tom Masles and Joseph Eandi (collectively, citizenshipthe "Seller's Personnel"); (0) xxxxl in xx xxxx xxxx or refer to the actual or constructive knowledge of any other employee, location partner, member, officer, director, agent, trustee or business member, partner, representative or employee of a partner, member, officer, director, agent or other representative of Seller or any investment advisor, attorney, management company, contractor or representative of Seller (together with Seller's Personnel, the "Seller Representatives"); and (3) shall in no event or circumstance impose upon Seller or any of the Seller Representatives any duty or obligation to verify, inquire or make any independent inquiry or investigation of any such representation, warranty or statement, or to otherwise investigate the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell facts or lease circumstances relating or otherwise encumber pertinent thereto. Buyer further acknowledges and agrees that none of the Aircraft Seller Representatives shall be personally liable, or otherwise have any part thereofpersonal liability, other than this Agreement or any Liens that are to be discharged at Closing. 5.1.6 This Agreement constitutes the legal, valid and binding obligations of Seller and is enforceable against Seller in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law under or in equity; and 5.1.7 Seller is the lawful beneficial owner of the Aircraft as of the date of execution of connection with this Agreement, and at the time including without limitation, in connection with any of the Closingrepresentations, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to the Aircraft, free and clear of all Liens to Purchaser, and Seller will warrant and defend such title forever against all claims and demands whatsoever. 5.1.8 Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and warranties or statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumptionmade in connection with, or registration pursuant to, this Agreement. All of the Aircraft prior to Seller's representations and warranties set forth in this Agreement shall survive the Closing for a period of twelve (“Amounts Owed”)12) months, provided thatand, if Amounts Owed are not yet due, imposed, levied, or assessed Buyer shall have made a claim against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, with respect to any employeesuch representation or warranty during such twelve (12) month period, agent or independent contractor shall survive thereafter until the resolution of Purchasersuch claim.

Seller’s Representations and Warranties. Seller hereby represents and warrants that, to Purchaser as of the date hereof, and as of the Closingfollows: 5.1.1 (a) Seller is a Texas corporation duly formed foreign corporationformed, validly existing, and in good standing, having standing under the capacity to sue and be sued in its own name, laws of the State of Texas having full corporate power, legal right and authority to carry on its business as currently conducted, and to execute, deliver and perform the provisions of this Agreement; 5.1.2 The (b) the execution, delivery, and performance by Seller of this Agreement, and the sale of the Aircraft, has have been duly authorized by all necessary action on behalf of Seller and do does not conflict with or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement to which Seller is a party; 5.1.3 The (c) the person executing this Agreement on behalf of Seller has full power and authority to do so; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereofd) are listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or any Liens that are to be discharged at Closing. 5.1.6 This Agreement constitutes the legal, valid and binding obligations of Seller and is enforceable against Seller in accordance with its terms subject to applicable terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws of general application relating to or affecting the enforceability enforcement of contractual obligations and creditors’ rights generally and by the application of general equitable principles by courts of competent jurisdiction, sitting at law or in equity; andprinciples; 5.1.7 Seller is the lawful beneficial owner of the Aircraft as of the date of execution of this Agreement, and (e) at the time of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to the Aircraft, Aircraft shall be free and clear of all Liens to PurchaserLiens, and Seller will warrant shall has good and defend such marketable legal and beneficial title forever against all claims and demands whatsoever. 5.1.8 Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft prior to the Closing Aircraft; and (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 f) Seller has not entered into any agreement for commissions(other than this Agreement) pursuant to which Seller is or may be contractually and/or legally obligated to sell, brokerage fees lease, assign or similar fees to be paid upon otherwise transfer of the Aircraft that would become the obligation of Purchaser or a lien on any interest in the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of party other than Purchaser.

Seller’s Representations and Warranties. Seller hereby represents and warrants thatto Buyer (with the understanding that Buyer is relying on said representations, warranties and covenants in purchasing the Subject Property in accordance with this Agreement), as of the date hereofEffective Date and the Closing Date, and as of the Closingfollows: 5.1.1 a. Seller is duly formed foreign corporation, validly existing, and in good standing, having the capacity to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conductedhas not, and to executeSeller’s Knowledge, deliver DRH Construction has not, previously granted, conveyed, sold, mortgaged, pledged, hypothecated or otherwise transferred any interest in the Subject Property to any other person or entity except for the Title Exceptions, including, without limitation, the Specific Recorded Property Documents. b. Seller has not received written notice of any claims, actions, suits, or other proceedings pending or, to the actual knowledge of either Xxxxx Xxxxxx or Xxxxxxxx Xxxxxx (“Seller’s Knowledge”), threatened by any governmental department or agency, or any other entity or person, pertaining to the DRHE Property. c. To Seller’s Knowledge and perform other than the provisions Title Exceptions, there are no leases, contracts or agreements pertaining to the maintenance, acquisition, management, use or possession of this Agreement;all or any part of the DRHE Property or any rights or options to acquire or use any part or all of the DRHE Property, except for the Xxxxxx Mining Lease, the obligations set forth on Exhibit D and the Specific Recorded Property Documents and all of the contracts or agreements by which Seller or its predecessors or affiliates acquired, transferred, assigned or sold the Subject Property. 5.1.2 d. The execution, delivery, and performance by Seller of this Agreement, Agreement does not and the sale of the Aircraft, has been duly authorized by all necessary action on behalf of Seller and do will not conflict with with, or result in any the breach or termination of any of the terms provision of, or constitute a default under by Seller under, any documentindenture, instrumentmortgage, deed of trust, lease, contract, or other instrument or agreement or any order, judgment, award, or decree to which Seller or the DRHE Property is subject or by which may be bound, or result in the creation of a party;lien, charge, or encumbrance upon the DRHE Property. 5.1.3 The person executing this Agreement on behalf of e. Seller has the full power right, legal capacity and means to transfer the DRHE Property, and to Seller’s Knowledge, DRH Construction has the full right, legal capacity and means to transfer the DRH Construction Property, without obtaining the consent or approval of any governmental authority or any other person or entity to do so; 5.1.4 Neither it nor which Seller, DRH Construction or any of its employees (Seller’s or DRH Construction’s property may be subject; provided, however that Seller makes no warranty or representation about the consent rights of ASARCO for DRH Construction to assign the ASARCO Chose in Action. f. Other than any assignee as defined in Article 8.7 hereof) general real property taxes assessed but not yet due and owing by Seller and those arising under the Title Exceptions, the Specific Recorded Property Documents, the Xxxxxx Mining Lease and the obligations set forth on Exhibit D, if any, there are listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List no liabilities or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement obligations related to the identityDRHE Property that Seller is obligated to satisfy on or before the Closing or any such liabilities and obligations that Buyer may be obligated to satisfy after the Closing and which arise by, citizenshipthrough or under Seller. g. To Seller’s Knowledge and subject to the Title Exceptions, location the Xxxxxx Mining Lease and the Specific Recorded Property Documents, (i) there is no pending adverse claim or business of Seller challenge against or to the purpose for which ownership of the Aircraft DRHE Property nor is there any basis therefor, (ii) there are no outstanding agreements or rights or options to acquire or purchase the DRHE Property or any portion thereof, (iii) no person, firm or corporation has any proprietary or possessory interest in the DRHE Property other than Seller and Buyer pursuant to this Agreement, and (iv) no person is entitled to any royalty or other payment in the nature of rent or royalty on any mineral products therefrom except as set forth on Exhibit D. h. To Seller’s Knowledge, all documents delivered to Buyer by Seller pursuant to this Agreement are complete and correct copies of originals. Seller does not make, and shall not be deemed to have made, any representation or warranty with respect to any part or all of the Subject Property Information. The parties acknowledge that a Memorandum of Real Estate Purchase Option Agreement by and between Legends and Sustainable Property Holdings, LLC, dated June 18 2020, was previously used;inadvertently recorded by Legends in Fee No. 20200101218, Records of Pinal County, Arizona, as to Exception Area No. 1 on Exhibit G, and will be released as to such parcel prior to the Closing. 5.1.5 Seller has not entered into i. There are no existing prior assessments of any other agreements under which it has agreed kind or nature due or payable on or prior to sell or lease or otherwise encumber the Aircraft date hereof against the DRHE Property or any part thereof, other than this Agreement and, to Seller’s Knowledge (except as may be described by the Subject Property Information), there are not presently pending any special assessment or condemnation actions against the DRHE Property or any Liens that are to be discharged at Closing. 5.1.6 This Agreement constitutes the legal, valid and binding obligations of Seller and is enforceable against Seller in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner of the Aircraft as of the date of execution of this Agreement, and at the time of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to the Aircraft, free and clear of all Liens to Purchaserpart thereof, and Seller will warrant and defend such title forever has not received any notice of any assessment or condemnation actions being contemplated; provided that any assessment which is or becomes a Lien against all claims and demands whatsoever. 5.1.8 Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft DRHE Property prior to the Closing shall be satisfied by Seller prior to or at the Closing, except as set forth in this Agreement or otherwise agreed in writing by Seller and Buyer. j. To Seller’s Knowledge, and except: (i) as may be disclosed on Exhibit D or elsewhere in connection with this Agreement, (ii) the Title Exceptions, (iii) the Specific Recorded Property Documents, (iv) the Xxxxxx Mining Lease, and (v) the contracts or agreements by which Seller or its predecessors or affiliates acquired the Subject Property, there are no leases, contracts, permits, warranties, licenses, or bonds to which the DRHE Property will be subject to following the Closing (collectively, the “Amounts OwedContracts”); provided however, provided that, in the event of any such Contracts, and if Amounts Owed Buyer elects to assume such Contracts, the same shall be transferred, assigned and/or conveyed to Buyer, to the extent such Contracts are transferrable, assignable or conveyable, upon the Closing for no additional consideration; provided further that nothing in this subparagraph shall be deemed to create any liability or duty of Buyer to accept and/or assume any such Contract; provided further, however, Buyer shall accept and assume all matters of record including without limitation the obligations regarding royalty interests and other obligations contained on Exhibit D, the Xxxxxx Mining Lease and the Specific Recorded Property Documents. Seller and any of Seller’s officers, directors, shareholders, employees, representatives or agents, do not yet duemake and expressly disclaim, imposed, levied, any representations or assessed against Seller warranties regarding the Subject Property or the AircraftSubject Property Information except as set forth in this Section 13, Seller will pay such Amounts Owed when duewhether in writing or communicated orally, imposedand the Subject Property is sold “AS-IS, levied, or assessed and will defend and hold Purchaser harmless from such Amounts OwedWHERE-IS AND WITH ALL FAULTS. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Purchaser.”

Seller’s Representations and Warranties. Each of the parties comprising the Seller hereby jointly and severally represents and warrants that, to the Buyer and agrees with it as follows: (a) each of the date hereofSellers has due and sufficient right, and as of the Closing: 5.1.1 Seller is duly formed foreign corporation, validly existing, and in good standing, having the capacity to sue and be sued in its own name, having full power, legal right power and authority to carry enter into this Agreement on its business as currently conducted, the terms and subject to the conditions herein set forth and to execute, deliver collectively transfer the legal and perform beneficial title and ownership of the provisions of Euroclub Shares to the Buyer free from all restrictions and claims or as otherwise stated in this Agreement; 5.1.2 The execution(b) the Sellers and/or Euroclub have incurred no obligation or liability, deliverycontingent or otherwise, and performance by Seller for brokers; or finders’ fees in respect of this Agreement, and the sale of the Aircraft, has been duly authorized by all necessary action on behalf of Seller and do not conflict with or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement to which Seller is a party; 5.1.3 The person executing this Agreement on behalf of Seller has full power and authority to do so; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereof) are listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously usedBuyer or Euroclub will have any obligation or liability whatsoever; 5.1.5 Seller has (c) Euroclub is not entered into any other agreements under which it has agreed indebted to sell or lease or otherwise encumber the Aircraft Sellers or any part thereofaffiliate, or any director or officer of Euroclub or any affiliate other than this Agreement as disclosed in the Euroclub Financial Statements, which Statements include a debt agreement with Big Stack Technology Inc.; (d) no payments of any kind have been made or any Liens that are to be discharged at Closing. 5.1.6 This Agreement constitutes the legal, valid and binding obligations of Seller and is enforceable against Seller in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner of the Aircraft as of authorized since the date of execution the Closing Financial Statements to or on behalf of this Agreementthe Sellers or to or on behalf of officers, directors, shareholders or employees of Euroclub or under any management agreements with Euroclub save and except in the ordinary course of business and at the time regular rates of salary or management fees payable to them and as fully prior disclosed in writing to the Buyer; (e) upon the Closing, Buyer will cause the registered owner of the Aircrafthave good, Owner Trustee, to convey good valid and marketable title to the Aircraft, Euroclub Shares free and clear of all Liens to PurchaserEncumbrances and of all rights of creditors under applicable bulk sales, bankruptcy or insolvency legislation or of any trustee appointed thereunder and Seller none of Sellers will warrant and defend such title forever against all claims and demands whatsoever. 5.1.8 Seller has paid have any and all taxesinterest, feeslegal or beneficial, dutiesdirect or indirect, penalties, charges, invoices, and statements arising from in any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft prior to Euroclub Shares; (f) there is no written or oral agreement, option, understanding or commitment or any right or privilege capable of becoming an agreement, for the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer purchase of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of PurchaserEuroclub Shares other than this Agreement.

Seller’s Representations and Warranties. Seller hereby represents and warrants to and agrees with Purchaser, subject in all events to the qualifications or limitations to or on such representations and warranties as are set out in this Article 3, that, as of the date hereof, and as of the Closing: 5.1.1 3.1 Seller is a limited liability company duly formed foreign corporationorganized, validly existing, existing and in good standingstanding under the laws of the State of Colorado, having the capacity to sue and be sued in its own name, having has full power, legal right and authority corporate power to carry on its business as currently now conducted, is authorized to hold title to the Interest and, with respect to acting as an operator of the Interests, is duly qualified to do so with the Railroad Commission of Texas, and to execute, deliver has posted and perform maintained all bonds required by the provisions Railroad Commission of Texas. 3.2 The execution and delivery of this Agreement; 5.1.2 The execution, delivery, and performance by Seller of this Agreement, Agreement and the sale consummation of the Aircraft, has been duly authorized transactions contemplated by all necessary action on behalf of Seller and do this Agreement will not conflict with or result in any the breach of any of the terms or conditions of nor result in the breach of any of the terms or conditions of nor constitute a default under any documentthe Articles of Organization nor the Operating Agreement of Seller. 3.3 No approvals, instrumentconsents or authorizations to the execution, or agreement to which Seller is a party; 5.1.3 The person executing delivery and performance of this Agreement on behalf of Seller has full power and authority to do so; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereof) are listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated hereby are required by any member of Seller and the members of Seller have duly authorized the execution and performance of this Agreement related by Seller. 3.4 To the best of Seller’s knowledge, there are no liens, encumbrances or mortgages covering any of the Lands and the xxxxx thereon, and Seller is unaware of any rights in any third parties which, upon the passage of time, would permit the filing of any liens or encumbrances on the Lands or xxxxx. 3.5 Seller is unaware of any demand letters, offset, development or drainage letters or claims asserted by any third party (including, but not limited to, a lessor under any of the Leases) or governmental authority against Seller in respect of the Leases or the production therefrom or attributable thereto nor are there any suits, actions, claims, investigations, audits, inquiries or proceedings, threatened or pending, against Seller in respect of taxes, governmental charges, duties or assessments, nor are there any matters under discussion with any governmental authority relating to taxes, governmental charges, duties, assessments or requirements for refunds or penalties or any claims for additional taxes, governmental charges, duties, assessments or refunds or penalties asserted by any governmental authority affecting the identityInterests or the production therefrom or attributable thereto. 3.6 Seller is selling the Interests to Purchaser AS IS, citizenshipWHERE IS — WITH ALL FAULTS AND WITHOUT ANY WARRANTIES OR COVENANTS OF TITLE, location EXPRESS OR IMPLIED, AND WITHOUT ANY REPRESENTATIONS CONCERNING TITLE TO THE INTERESTS NOT SPECIFICALLY SET FORTH IN THIS 0. Seller believes in good faith, but does not represent and warrant, that during the time that Seller has claimed to own interests in the Leases, Seller’s purchaser of hydrocarbons from the Leases, Sunoco Partners Marketing & Terminals, L.P. (“Sunoco”), has paid all royalties due under the Leases or business of has suspended such royalty payments in Sunoco’s financial accounts under title or division order conditions determined solely by Sunoco to justify such suspense, and during the time that Seller or has claimed to own interests in the purpose for which the Aircraft was previously used; 5.1.5 Leases, Seller has not entered into received any notice, written or otherwise, from Sunoco that any party has claimed that royalties are due and unpaid . To the Seller’s best information, Sunoco (or its predecessor or predecessors) likewise paid, or justifiably suspended, all royalties due under the Leases for the period of time before Seller acquired any interest in the Leases, but Seller cannot and does not warrant and represent that that is the case. Seller in good faith believes, but does not represent and warrant to Purchaser, that the Leases are in full force and effect. 3.7 To the best of Seller’s knowledge, none of the Interests is affected by any agreement or arrangement (including, but not limited to, any hedging agreement, take or pay, gas balancing, pipeline balancing or other agreements under prepayment agreement or production payment, other than the alleged production payments referred to in that certain “Limited Title Report” from the Xxxxxxxx Law Firm PLLC, dated June 24, 2010) which, as of the Effective Date, requires Seller to deliver Hydrocarbons produced from the Leases at some future time without then or thereafter receiving full payment therefor or at a specified price. 3.8 To the best of Seller’s knowledge, except for those Leases located in the Champion Xxxxxx Survey (the “Gulf Fee Leases”) there are no consents required for Seller to transfer and convey all or any portion of title to the Leases, and there are no rights in third parties which it would preclude Seller from transferring all or any portion of title to the Leases. 3.9 Seller possesses all licenses, permits, certificates, orders, approvals and authorizations necessary from any governmental entity having jurisdiction to own and to operate the Interests and to carry on its business as now conducted, and Seller has agreed not received any notice from any governmental entity having jurisdiction that Seller does not possess any licenses, permits, certificates, orders, approvals and authorizations necessary to sell own the Interests and to carry on its business as now conducted. 3.10 The information furnished to Purchaser by Seller that Seller received from its predecessors in ownership of the Interests or lease from third party sources (such information including, but not limited to maps, plats, well logs, core analyses and sections, production data, operating expenses, net revenue interests and working interests, gas-condensate oil ratios, seismic and geological data, surface and subsurface maps, third party reversionary rights, burdens and encumbrances), is comprised of either the originals of such information or otherwise encumber true and correct copies of such information as received by Seller and Seller did not withhold any information which if known by Purchaser would have caused Purchaser to credit less reserves to the Aircraft Leases and the Lands or to change the classification of such reserves, and, to Seller’s knowledge, there have been no changes subsequent to the furnishing of such information to Purchaser that would affect the current accuracy or completeness of the information heretofore furnished Purchaser in any material respect. 3.11 To the knowledge of Seller, there have been no claims, demands or allegations that the Interests, or any part thereof, other than this Agreement or have been operated in violation of any Liens that are law relating to be discharged at Closing. 5.1.6 This Agreement constitutes environmental conditions and industrial hygiene, including, without limitation, the legal, valid Resource Conservation and binding obligations Recovery Act of Seller and is enforceable against Seller in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner of the Aircraft as of the date of execution of this Agreement, and at the time of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to the Aircraft, free and clear of all Liens to Purchaser, and Seller will warrant and defend such title forever against all claims and demands whatsoever. 5.1.8 Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft prior to the Closing 1976 (“Amounts OwedRCRA”), provided that42 U.S.C. §§ 6901, if Amounts Owed are not yet dueet seq., imposedthe Comprehensive Environmental Response, leviedCompensation and Liability Act of 1980 (“CERCLA”), 42 U.S.C. §§ 9601-9657, as amended by the Superfund Amendments and Reauthorization Act of 1986 (“XXXX”), the Hazardous Materials Transportation Act, 49 U.S.C. §§ 6901, et seq., the Federal Water Pollution Control Act, 33 U.S.C. §§ 1251, et seq., the Clean Air Act, 42 U.S.C. §§ 741, et seq., the Clean Water Act, 33 U.S.C. § 7401, the Toxic Substances Control Act, 15 U.S.C. §§ 2601-2629, the Safe Drinking Water Act, 42 U.S.C. §§ 300F - 300J, and all similar federal, state and local environmental statutes, ordinances and the regulations, orders and decrees now or assessed against hereafter promulgated thereunder. 3.12 All reports required to be filed with the Railroad Commission of Texas by Seller have been properly filed (or the Aircraft, Seller will pay such Amounts Owed be filed when due, imposedgiving due regard to any extensions for filing that might be granted to Seller by the Railroad Commission of Texas), leviedand are (or, or assessed in the case of filings made under extensions, will be) available on line, and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees continue to be paid upon transfer filed by Seller as required by any rule or regulation of the Aircraft that would become the obligation Railroad Commission of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of PurchaserTexas.

Seller’s Representations and Warranties. Seller hereby represents and warrants that, as of the date hereof, and as of the Closingwarrants: 5.1.1 Seller is a corporation duly formed foreign corporation, organized and validly existing, and in good standing, having under the capacity to sue and be sued in its own name, having full power, legal right laws of the Commonwealth of Pennsylvania. Seller has the corporate power and authority to own its property and to carry on its business as currently conducted, now conducted and to execute, deliver enter into and perform to carry out the provisions terms of this Agreement;. 5.1.2 The execution, delivery, execution and performance by Seller delivery of this Agreement, Agreement and the sale consummation of the Aircraft, has transactions contemplated hereby have been duly authorized by all necessary corporate action on behalf of Seller and do Seller is not conflict with subject to any charter, by-law, lien, or result in any breach encumbrance of any of the terms or constitute a default under any documentkind, agreement, instrument, order, or agreement to decree of any court or governmental body (other than any governmental approval required) which Seller is a party; 5.1.3 The person executing this Agreement on behalf would prevent consummation of Seller has full power and authority to do so; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereof) are listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related Agreement. 5.1.3 The Segregated Lease is not subject to any preferential right to purchase or right of first refusal in favor of any third party. 5.1.4 Seller's operations on the identity, citizenship, location Segregated Lease have been conducted as a prudent operator and in accord with all applicable rules or business regulations of Seller or to the purpose for which the Aircraft was previously used;governmental bodies. 5.1.5 Seller has not entered into any other agreements under the right to assign the Physical Assets, except as to contract rights of which it has agreed previously advised Buyer. 5.1.6 Seller has incurred no liability, contingent or otherwise, for brokers' or finders' fees in respect of this transaction for which Buyer shall have any responsibility whatsoever. 5.1.7 No suit, action or other proceeding is pending or threatened before any court or governmental agency which might result in impairment or loss of Seller's title to sell or lease or otherwise encumber the Aircraft or any part thereofof the Assets or the value thereof or which might hinder or impede the operation of the Assets, other than this Agreement and Seller shall promptly notify Buyer of any such proceeding arising or any Liens that are threatened prior to be discharged at the Closing. 5.1.6 This Agreement constitutes 5.1.8 Seller shall use its best efforts to take or cause to be taken all such actions as may be necessary and advisable to consummate and make effective the legal, valid and binding obligations of Seller and is enforceable against Seller in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner sale of the Aircraft Assets and the other transactions contemplated by this Agreement and to assure that as of the date of execution the Closing it will not be under any material corporate, legal or contractual restriction that would prohibit or delay the timely consummation of this Agreement, and at the time such transactions. 5.1.9 The assignment of the ClosingSegregated Lease shall be made without any warranty of title of any kind, will cause the registered owner of the Aircraftexpress or implied, Owner Trustee, to convey except that Seller shall warrant and defend good and marketable defensible title to the AircraftSegregated Lease unto Buyer against every person whomsoever lawfully claiming or to claim the Segregated Lease, free or a portion thereof by, through or under Seller, but not 5.1.10 Seller shall warrant title to the Physical Assets solely to the extent delivery and clear acceptance (actual or constructive) of all Liens to Purchaserany such Physical Assets by Seller have occurred, and Seller will warrant and defend such title forever against all claims and demands whatsoever. 5.1.8 to the extent Seller has paid any rights and all taxesentitlements to receive Physical Assets under the existing service contracts and purchase orders pertinent to such Physical Assets. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, feesTHE PHYSICAL ASSETS ARE TO BE SOLD AS IS, dutiesAND SELLER MAKES NO WARRANTY, penaltiesEXPRESS OR IMPLIED IN FACT OR BY LAW WHETHER OF OPERATING CONDITION, chargesSAFETY, invoicesCOMPLIANCE WITH GOVERNMENT REGULATIONS, and statements arising from any purchaseMERCHANTABILITY, saleFITNESS FOR ANY PARTICULAR PURPOSES, deliveryCONDITION OR OTHERWISE, transferCONCERNING ANY OF THE PHYSICAL ASSETS. ALL XXXXX, possessionsPERSONAL PROPERTY, useMACHINERY, storageEQUIPMENT AND FACILITIES THEREIN, operationTHEREON AND APPURTENANT THERETO ARE TO BE CONVEYED BY SELLER AND ACCEPTED BY BUYER PRECISELY AND ONLY "AS IS, consumption, or registration of the Aircraft prior to the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts OwedWHERE IS. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Purchaser" SELLER DOES NOT WARRANT THE PHYSICAL ASSETS FREE FROM REDHIBITORY VICES OR DEFECTS.

Seller’s Representations and Warranties. Seller hereby represents and warrants thatto Purchaser the following: (a) To Seller's knowledge, as there is no present plan, study or effort by any governmental authority or agency or any private party or entity which in any way affects or would affect the continued authorization of the date hereofcurrent use and operation of the Premises. (b) Except as disclosed herein, there is no pending, or to Seller's knowledge threatened, litigation which does or would materially affect the ownership, use, maintenance or operation of the Premises or Seller's ability to fulfill all of its obligations under this Agreement. (c) Seller has no knowledge of receipt of any written notice of a claim of non-compliance with respect to the Premises as to any laws, ordinances, rules and regulations, including, but not limited to, those relating to environmental, zoning, land use and division, building, fire, health and safety matters of any governmental or any agency, body or subdivision thereof relating to the operation, ownership or use of the Premises. Seller further represents that it is in the process of removing an underground storage tank on the subject Premises and agrees to remove the same in accordance with all Federal, State and municipal rules and regulations. If a No Further Action Letter is required from the NJ Department of Environmental Protection, then Seller agrees to take all actions necessary to obtain the same at its own expense. (d) Seller has not entered into any, and as there are no presently effective leases relating to any portion of the Closing:Premises. 5.1.1 Seller is duly formed foreign corporation, validly existing, and in good standing, having the capacity to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducted, and to execute, deliver and perform the provisions of this Agreement; 5.1.2 (e) The execution, delivery, delivery and performance of this Agreement by Seller of this Agreement, (I) does not and the sale of the Aircraft, has been duly authorized by all necessary action on behalf of Seller and do will not conflict with or result in any a breach of any of the terms condition or provision of, or constitute a default under under, or result in the acceleration, creation or imposition of any documentlien, charge or encumbrance upon the Premises by reason of the terms of any contract, mortgage, lien, agreement, indenture, instrument, decree or agreement judgment to which the Seller is a party;party or which is or purports to be binding upon Seller or which affects or purports to affect the Premises, and (ii) to the knowledge of Seller, does not and will not breach any statute or regulation of any governmental authority, including, but not limited to, applicable zoning laws and regulations, or any judicial or administrative order relating to the Premises or to Seller. 5.1.3 The person executing this Agreement on behalf of (f) Seller has full power no knowledge of any understanding or agreement with any taxing or assessing authority respecting the imposition or deferment of any taxes or assessments respecting the Premises. To Seller's knowledge, there are no improvement district or other assessments, special or otherwise, burdening the Premises, whether or not a lien thereof, nor has Seller received notice of the establishment of any such district or assessment. Seller has received no notice and authority to do so;has no knowledge of any proposed increase in the assessed valuation of the Premises. 5.1.4 Neither it nor any (g) To the best of its employees (or any assignee as defined in Article 8.7 hereof) are listed by the United States Department of Treasury Seller's knowledge, all buildings, driveways and other improvements on the Specifically Designated Nationals subject property are within its boundary and Blocked Persons List or by no improvements on adjoining properties extend across the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or any Liens that are to be discharged at Closing. 5.1.6 This Agreement constitutes the legal, valid and binding obligations of Seller and is enforceable against Seller in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner boundary line of the Aircraft as of the date of execution of this Agreement, and at the time of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to the Aircraft, free and clear of all Liens to Purchaser, and Seller will warrant and defend such title forever against all claims and demands whatsoeversubject premises. 5.1.8 Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft prior to the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Purchaser.

Seller’s Representations and Warranties. Seller hereby represents and warrants to Purchaser that, except as of set forth in the date hereof, schedule delivered by Seller to Purchaser concurrently herewith and identified as of the Closing"Disclosure Schedule": 5.1.1 (a) Seller is a limited partnership duly formed foreign corporationorganized, validly existing, existing and in good standing, having under the capacity to sue and be sued in its own name, having full power, legal right laws of the State of New Jersey. Seller has all necessary power and authority to carry on its business conduct the Business as currently the Business is now being conducted, and to execute, deliver and perform the provisions of this Agreement;. 5.1.2 The execution, delivery, and performance by Seller of this Agreement, and the sale of the Aircraft, has been duly authorized by all necessary action on behalf of Seller and do not conflict with or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement to which Seller is a party; 5.1.3 The person executing this Agreement on behalf of (b) Seller has full power and authority to do so;enter into and perform (i) this Agreement and (ii) all documents and instruments to be executed by Seller pursuant to this Agreement (collectively, "Seller's Ancillary Documents"). This Agreement will be, and Seller's Ancillary Documents will be, duly executed and delivered by duly authorized officers of Seller. 5.1.4 Neither it nor (c) No consent, authorization, order or approval of, or filing or registration with, any governmental authority or other person is required for the execution and delivery of its employees (or any assignee as defined in Article 8.7 hereof) are listed this Agreement and Seller's Ancillary Documents and the consummation by Seller of the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions transaction contemplated by this Agreement related and Seller's Ancillary Documents except for: (i) approvals of the transfer to Purchaser of the identitylicenses and permits and third party payor contracts for the Business as permitted, citizenshipor issuance thereof directly to Purchaser; and (ii) any other Consents required to carry out the transactions contemplated hereby or described herein. (d) Neither the execution and delivery of this Agreement and Seller's Ancillary Documents by Seller, location nor the consummation by Seller of the transaction contemplated hereby, will conflict with or business result in a breach of Seller any of the terms, conditions or to the purpose for which the Aircraft was previously used;provisions of 5.1.5 (e) Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or any Liens that are to be discharged at Closing. 5.1.6 This Agreement constitutes the legal, valid and binding obligations of Seller and is enforceable against Seller in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner of the Aircraft as of the date of execution of this Agreement, and at the time of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to, and the power to sell, the AircraftPurchased Assets, free and clear of all Liens to Purchaserany liens, claims, encumbrances and Seller will warrant and defend such title forever against all claims and demands whatsoever. 5.1.8 Seller has paid any and all taxessecurity interests, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of except for the Aircraft prior to the Closing following liens: (“Amounts Owed”), provided that, if Amounts Owed are i) statutory liens for taxes not yet due; (ii) liens of landlords, imposedcarriers, leviedwarehousemen, mechanics and materialmen for sums not yet due; (iv) liens incurred or assessed against deposits made in connection with workers' compensation, unemployment insurance and the like or to secure other performance and obligations; and (v) minor irregularities of title which do not in the aggregate materially detract from the value or use of the Purchased Assets. Seller makes no representation or warranty as to title to the Premises. (f) No default by Seller has occurred under any material contracts, leases or agreements to which Seller is a party and which relate to the Center or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer conduct of the Aircraft that Business; and, to Seller's knowledge, no default by the other contracting parties has occurred thereunder, which default would become have a Material Adverse Effect. For the obligation purposes of Purchaser or this Agreement, "Material Adverse Effect" means a lien material adverse effect on the Aircraft nor does Seller have any agreement assets, liabilities, financial condition or arrangement to pay any consideration whatsoeverresults of operations of the Business, directly or indirectly, to any employee, agent or independent contractor of Purchasertaken as a whole.

Seller’s Representations and Warranties. Seller Sellers hereby represents jointly and warrants thatseverally represent and warrant to Buyer as follows, as of excepting from such representations and warranties the date hereof, and as of disclosures set forth in the Closingcorresponding Schedules to the Merger Agreement: 5.1.1 Seller is duly formed foreign corporation(A) Sellers have the full legal right, validly existing, and in good standing, having the capacity to sue and be sued in its own name, having full power, legal right power and authority to carry on enter into this Agreement. This Agreement has been duly and validly executed and delivered by Sellers, and, assuming the due authorization, execution and delivery hereof by Buyer, constitutes a valid and binding agreement of Sellers, enforceable against Sellers in accordance with its business terms, subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally and (ii) such principles of equity as currently conducted, may effect the availability of equitable remedies. (B) The execution and to execute, deliver and perform the provisions delivery of this Agreement; 5.1.2 The execution, delivery, and performance Agreement by Seller of this AgreementSellers do not, and the sale consummation by Sellers of the Aircrafttransactions contemplated hereby will not, has been duly authorized by all necessary action on behalf of Seller and do not conflict with violate or result in any a breach of any of the terms provision of, or constitute a default under (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any documentlien, encumbrance, mortgage, pledge, security interest, option, right of first refusal, reservation, restriction or other encumbrance or defect in title upon the Propertyunder any of the terms, conditions or provisions of, (i) any federal, state, local or foreign statutes, laws, ordinances, proclamations, code, regulations, licenses, permits, authorizations, approvals, consents, legal doctrine, published requirements, orders, decrees, judgments, injunctions and rules of any governmental authority, including, without limitation, those covering environmental, taxes, energy, safety, health, transportation, bribery, recordkeeping, zoning, discrimination, antitrust and wage and hour matters, in each case as amended and in effect from time to time, applicable to Sellers or any of the Property ("LAWS"), or (ii) any agreement, note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, lease or other instrument, obligation or agreement of any kind to which Seller the Property may be bound or affected. (C) Except as required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("H-S-X"), xx xxxxxxxxion, filing or registration with, or notice to, or authorization, consent or approval of, any governmental authority or third party is a party; 5.1.3 The person executing necessary for the execution and delivery of this Agreement by Sellers or the consummation by Sellers of the transactions contemplated hereby. (D) Except as set forth on behalf SCHEDULE 4.12 of Seller has full power the Merger Agreement, as to the Property, (i) Sellers have complied with and authority the Property is in compliance with all Environmental Laws (as herein after defined), including, without limitation, Environmental Laws relating to do so; 5.1.4 Neither it nor any air, water, land and the generation, storage, use, handling, transportation, treatment or disposal of its employees Hazardous Substances; (ii) Sellers have obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Substances on or any assignee with respect to the Property; (iii) there have been no "releases" or threats of "releases" (as defined in Article 8.7 hereofany Environmental Laws) are listed by the United States Department of Treasury at, from, in or on the Specifically Designated Nationals and Blocked Persons List Property except as permitted by Environmental Laws; (iv) there is no on-site or by off-site location to which Sellers have transported or disposed of Hazardous Substances or arranged for the United States Department transportation or disposal Hazardous Substances which is the subject of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identityany federal, citizenshipstate, location local or business of Seller foreign enforcement action or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under investigation which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or any Liens that are to be discharged at Closing. 5.1.6 This Agreement constitutes the legal, valid and binding obligations of Seller and is enforceable against Seller in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner of the Aircraft as of the date of execution of this Agreement, and at the time of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to the Aircraft, free and clear of all Liens to Purchaser, and Seller will warrant and defend such title forever against all claims and demands whatsoever. 5.1.8 Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft prior to the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, could lead to any employeeclaim against Sellers, agent Buyer or independent contractor PalEx for any clean-up cost, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (A) the Comprehensive Environmental Response, Compensation and Liability Act of Purchaser1980, as amended, (B) the Resource Conservation and Recovery Act, (C) the Hazardous Materials Transportation Act or (D) comparable state and local statutes and regulations; and (v) Sellers have no known contingent liability in connection with any release of any Hazardous Substance into the environment from the Property.

Seller’s Representations and Warranties. Seller hereby represents and warrants that, to Buyer as of the date hereof, and as of the Closingfollows: 5.1.1 (i) Seller is a corporation duly formed foreign corporationorganized, validly existing, existing and in good standing, having standing under the capacity to sue and be sued in laws of the state of its own name, having full power, legal right formation. Seller has all necessary power and authority to carry on its business as currently conductedenter into and perform this Agreement and the transactions contemplated hereby, and to execute, deliver Seller’s execution and perform the provisions performance of this Agreement; 5.1.2 The execution, delivery, and performance by Seller of this Agreement, and the sale of the Aircraft, Agreement has been duly and validly authorized by all necessary action on behalf of its part. This Agreement has been duly executed and delivered by Seller and do not conflict with or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement to which Seller is a party; 5.1.3 The person executing this Agreement on behalf of Seller has full power and authority to do so; 5.1.4 Neither it nor any of constitutes its employees (or any assignee as defined in Article 8.7 hereof) are listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or any Liens that are to be discharged at Closing. 5.1.6 This Agreement constitutes the legal, valid and binding obligations of Seller and is obligation, enforceable against Seller in accordance with its terms subject to applicable bankruptcyterms, insolvency, fraudulent conveyance, reorganization, moratorium and similar except as limited by laws affecting the enforceability of contractual obligations and creditors’ rights generally and by except as such enforceability is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) Neither the application execution nor the delivery of equitable principles by courts this Agreement nor the consummation of competent jurisdictionthe transactions contemplated hereby, sitting at either alone or with the giving of notice or the passage of time or both, conflict with, constitute grounds for termination of or result in any violation or default under, any term of any agreement, mortgage, indenture, license, permit, lease or other instrument, judgment, decree, order, law or in equity; and 5.1.7 regulation by which Seller is bound. The execution, delivery and performance of this Agreement and the lawful beneficial owner consummation of the Aircraft as transactions contemplated hereby by Seller do not and will not require the consent of any third party or governmental authority other than the FCC. (iii) The License is validly held by Seller pursuant to Final Order, is in full force and effect, has been issued for the full term customarily issued for non-nationwide 000 XXx licenses, and is not subject to any restriction or condition which would limit in any respect the full operation of the date License as authorized. Seller does not currently have any base or fixed stations registered with the FCC and is not operating any unregistered or unauthorized facilities. All FCC regulatory fees assessed with respect to the License have been timely paid. There are no applications, complaints or proceedings pending or, to the best of execution Seller’s knowledge, threatened before the FCC that may result in the revocation, material adverse modification, non-renewal or suspension of this Agreementany of the License, or the imposition of any fines, forfeitures, or other administrative actions with respect to the operation of the Station, other than proceedings affecting the wireless communications and the 220 MHz service generally. Seller is not subject to any outstanding judgment or order of the FCC relating to the License, and at is not in “red light” status. (iv) No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, affecting Seller or the time of the Closing, will cause the registered owner of the Aircraft, Owner TrusteeLicense are pending or, to convey good the best of Seller’s knowledge, threatened, and Seller has not made any assignment for the benefit of creditors or taken any action which would constitute the basis for the institution of such insolvency proceedings. (v) Seller has good, valid and marketable title to the Aircraft, License free and clear of all Liens to PurchaserLiens. Seller is the lawful, beneficial and exclusive owner of the License and Seller will warrant and defend such title forever against all claims and demands whatsoever. 5.1.8 Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, the unrestricted right to sell or registration of cause the Aircraft prior to the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become Partial License to Buyer at Closing free and clear of Liens. No person or entity holds or has been granted a right of first refusal or option to purchase the obligation of Purchaser geographic area or a lien on spectrum covered by the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of PurchaserPartial License.

Seller’s Representations and Warranties. Seller hereby represents and warrants thatto Purchaser, subject to the limitations set forth in this Article 5, that as of the date hereof, and as of the Closing: 5.1.1 Seller (i) AEI XVIII is a limited partnership that has been duly formed foreign corporation, and is validly existing, existing and in good standing, having standing under the capacity to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducted, and to execute, deliver and perform laws of the provisions State of this AgreementMinnesota; 5.1.2 The execution, delivery, (ii) AEI XXII is a limited partnership that has been duly fonned and performance by Seller is validly existing and in good standing under the laws of this Agreement, the State of Minnesota; and (iii) AEI 24 is a limited liability company that has been duly formed and is validly existing and in good standing under the laws of the State of Delaware. (b) This Agreement and the sale consummation of the Aircraft, has transactions contemplated hereby have been duly authorized by all necessary action on behalf the part of each tenant in common comprising Seller and, upon the assumption that this Agreement constitutes a legal, valid and binding obligation of Purchaser, this Agreement constitutes a legal, valid and binding obligation of each tenant in common comprising Seller. (c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by Seller do not (i) violate or conflict with the certificates of limited partnership, certificate of formation, partnership agreements or result in any breach operating agreement of any tenant in common comprising Seller that is an entity, (ii) violate or conflict with any judgment, decree or order of any court applicable to or affecting Seller, (iii) breach the terms provisions of, or constitute a default under under, any documentcontract, instrumentagreement, instrument or agreement obligation to which Seller is a party;party or by which Seller is bound and which relates to the Property which will remain uncured as of Closing, or (iv) violate or conflict with any law applicable to Seller. 5.1.3 The person executing this Agreement on behalf (d) None of the tenants in common comprising Seller has full power and authority to do so;is a "foreign person" within the meaning of section 1445 of the Internal Revenue Code of 1986, as amended (the "Code"). 5.1.4 Neither it nor (e) No petition in bankruptcy (voluntary or otherwise), assignment for the benefit of creditors, or petition seeking reorganization or arrangement or other action under Federal or State bankruptcy laws is pending against or contemplated by any of its employees tenant in common comprising Seller. (f) There are no occupancy rights (written or oral), leases or tenancies presently affecting the Property or any assignee as defined in Article 8.7 hereof) are listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related portion thereof other than pursuant to the identityLease. Notwithstanding the foregoing, citizenshipSeller makes no representation as to any subleases, location licenses or business other occupancy rights presently affecting the Property or any portion thereof entered into by Garden Ridge and a third party in respect of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not granted its consent, however, Seller has no knowledge of any such subleases, licenses or other occupancy rights. Seller represents and wan-ants to Purchaser the following with respect to the Lease: (i) A true, correct and complete copy of the Lease is attached hereto as Exhibit A; the Lease is in full force and effect and has not been modified, supplemented, or amended in any way, except as attached on Exhibit A annexed hereto; and the Lease represents the entire agreement between Seller, as landlord thereunder, and Garden Ridge; (ii) The amount of fixed monthly rent is $61,100; (iii) To the best of Seller's knowledge, all work to be performed for Garden Ridge under the Lease, if any, has been performed as required and has been accepted by Garden Ridge; and there are no outstanding payments, free rent, or other payments, credits, allowances or abatements due Garden Ridge; (iv) Neither Seller, as landlord, nor, to Seller's knowledge, Garden Ridge, is in default, and, to Seller's knowledge, Garden Ridge has no offset, defense, deduction or claim against Seller, as landlord; and (v) Garden Ridge has no right or option to purchase all or any part of the Property or to occupy any additional space at the Property. (g) There are no service, maintenance and supply contracts affecting the Property in effect on the date hereof (the "Service Contracts") except those Service Contracts entered into between Garden Ridge and its third party vendors. Seller is not a party to nor bound by such Service Contracts. (h) Annexed hereto as Schedule 5.01(h) is a complete list of all brokerage, leasing or listing agreements (collectively, "Brokerage Agreements") affecting the Property or any space covered by the Lease in effect on the date hereof. Seller has delivered or made available to Purchaser true and complete copies of each of the Brokerage Agreements. (i) Seller has not granted to any person or entity (other agreements than Purchaser) a right of first refusal option or other right to acquire the Property or any interest therein, and, to Seller's knowledge, no such rights exist except as may be set forth in the documents of record reflected in the Title Commitment. (j) Seller has not received any written notice of special assessment against the Land for public improvements constructed prior to the date of this Agreement that will remain unpaid at Closing. (k) There are no rental delinquencies existing under which it the Lease as of the close of the month immediately preceding the date of this Agreement. (l) Seller has agreed to sell not received written notice from any Governmental Authority (defined below), of: (i) any pending or lease or otherwise encumber threatened condemnation proceedings affecting the Aircraft Property or any part thereof; or (ii) except as may disclosed by Purchaser's Title Commitment and the related municipal searches received in connection therewith, other than this Agreement any material violations of any laws, rules or regulations relating to the use or operation of the Property. To Seller's knowledge, there is not now pending nor is there any proposed or threatened proceeding for the rezoning of the Property or any Liens that are to be discharged at Closingportion thereof. 5.1.6 This Agreement constitutes (m) Except as set forth on Schedule 5.01(m) attached hereto and for commissions due or that may become due with respect to renewal or expansion options that may be exercised following the legaldate hereof, valid no commission, fee or other compensation is payable with respect to the Lease and binding obligations there is no currently existing obligation, regardless of Seller whether such obligation is contingent on the passage of time or the occurrence of any event or both, to pay, either currently or in the future, any leasing commissions, fees or other compensation in respect of renewals and is enforceable against Seller in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting extensions of the enforceability Lease or the expansion of contractual obligations and creditors’ rights generally and the premises covered by the application of equitable principles by courts of competent jurisdiction, sitting at law Lease. There does not currently exist any exclusive or in equity; and 5.1.7 Seller is the lawful beneficial owner continuing leasing or brokerage agreements as to any of the Aircraft as of space covered by the date of execution of this Agreement, and at the time of the Closing, Lease that will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to the Aircraft, free and clear of all Liens to Purchaser, and Seller will warrant and defend such title forever against all claims and demands whatsoever. 5.1.8 Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft prior to the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Purchaser following Closing. (n) Except as described in Schedule 5.01(n) attached hereto, no proceeding, suit or a lien on litigation against Seller relating to the Aircraft nor does Seller have Property or any agreement or arrangement to pay any consideration whatsoever, directly or indirectlypart thereof is pending or, to Seller's knowledge, threatened in any employeecourt or other tribunal or before any govermnental authority. (o) Since August 15, agent 2003, the date of the existing Phase I environmental report for the Property prepared by HBC Terracon, a copy of which has been delivered by Seller to Purchaser, Seller has not ordered, and is not in possession, of any subsequent environmental reports regarding the Property. (p) Seller does not own any of the fixtures, systems, machinery, equipment and items of tangible and intangible personal property attached to or independent contractor of Purchaserused in connection with the Land or the Improvements.

Seller’s Representations and Warranties. The Seller hereby represents and warrants that, to BCLP and CCC as of the date hereof, and as of the Closingfollows: 5.1.1 (a) The Seller is duly formed foreign corporation, validly existing, and in good standing, having has the capacity to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducted, and to execute, deliver and perform carry out the provisions terms of this Agreement;Agreement and to consummate the transactions contemplated hereby. 5.1.2 The execution, delivery, and performance by Seller of this Agreement, and the sale of the Aircraft, (b) This Agreement has been duly authorized and validly executed and delivered by all necessary action on behalf of the Seller and do not conflict with or result in any breach of any of the terms or constitute constitutes a default under any document, instrument, or agreement to which Seller is a party; 5.1.3 The person executing this Agreement on behalf of Seller has full power and authority to do so; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereof) are listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or any Liens that are to be discharged at Closing. 5.1.6 This Agreement constitutes the legal, valid and binding obligations obligation of Seller and is the Seller, enforceable against the Seller in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; andterms. 5.1.7 (c) The Seller is the lawful sole beneficial owner holder of all of the Aircraft as Units, free and clear of any lien or other encumbrance. (d) Upon transfer to CCC by the Seller of the date of execution of this AgreementUnits, and at the time of the Closing, CCC will cause the registered owner of the Aircraft, Owner Trustee, to convey have good and marketable title to the AircraftUnits, free and clear of all Liens to Purchaser, and Seller will warrant and defend such title forever against all claims and demands whatsoeverany lien or other encumbrance. 5.1.8 Seller has paid any (e) The Units and the 320,000 Units owned by Westbury Partners, L.P. constitute all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft prior to the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer securities of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoeverBCLP beneficially owned, directly or indirectly, by the Seller or by any of his "affiliates" or "associates," as such terms are defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (each an "Affiliate" or "Associate," respectively). (f) Neither the Seller nor any of his Affiliates or Associates has any outstanding option, warrant or other right to acquire, directly or indirectly, any securities of BCLP or any securities which are convertible or exchangeable into or exercisable for any securities of BCLP, nor is the Seller or any of his Affiliates or Associates subject to any employeeagreement (whether written or in the nature of an informal understanding) which allows or obligates the Seller or such Affiliate or Associate to vote or acquire any such securities. (g) The execution and delivery by the Seller of this Agreement and such other agreements and instruments to be executed and delivered by the Seller pursuant hereto and the consummation of the transactions contemplated hereby and thereby will not violate any provisions of law, agent any governmental rule or independent contractor regulation or any order of Purchaserany court or other agency or government to which Seller or any of his assets are subject and will not violate, conflict with, or result in any breach of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under any agreement or other instrument to which the Seller is a party or by which the Seller or any of his properties or assets may be bound or affected. (h) Except for any required approval of the National Basketball Association, which approval will be obtained prior to Closing, no approval, authorization, consent or other order or action of or filing or registration with any (i) court, administrative agency, or other governmental authority or (ii) stock exchange or other self regulatory authority is required for the execution and delivery by the Seller of this Agreement or such other agreements and instruments to be executed and delivered by the Seller pursuant hereto or the consummation of the transactions contemplated hereby or thereby.

Seller’s Representations and Warranties. Seller hereby represents In order to induce Buyers to enter into this Agreement and warrants thatpurchase the Company Shares, Sellers make the following representations and warranties to Buyers, which representations and warranties shall be true and correct as of the Closing Date as well as on the date hereof, and as of the Closing: 5.1.1 Seller is duly formed foreign corporation, validly existing, and in good standing, having the capacity to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducted, and to execute, deliver and perform the provisions of this Agreement; 5.1.2 The execution, delivery, and performance by Seller of this Agreement, and the sale of the Aircraft, has been duly authorized by all necessary action on behalf of Seller and do not conflict with or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement to which Seller is a party; 5.1.3 The person executing this Agreement on behalf of Seller has 3.1 Sellers have full power and authority to do so; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereof) are listed by the United States Department of Treasury on the Specifically Designated Nationals enter into this Agreement and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on to carry out the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or any Liens that are to be discharged at Closing. 5.1.6 hereby. This Agreement constitutes the legal, valid and binding obligations obligation of Seller and is enforceable against Seller Sellers, unforeseeable in accordance with its terms subject to applicable bankruptcyterms. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby requires the approval or consent of any third party, insolvencywhether governmental or otherwise. 3.2 Sellers are the only legal, fraudulent conveyance, reorganization, moratorium record and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner of the Aircraft as Company Shares. The Company Shares are free and clear of all liens, pledges, security interests, irrevocable proxies, encumbrances or restrictions of any kind. Upon the conveyance of the date of execution of this AgreementCompany Shares, the Buyers will be vested with legal and at the time of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable valid title to the AircraftCompany Shares, free and clear of all Liens to Purchaserliens, pledges, security interests, irrevocable proxies, encumbrances or restrictions of any kind. At the Closing, Sellers will no longer be affiliates of the Company, and Seller will warrant have held the restricted Company Shares since May 13, 1999 and defend such title forever against all claims and demands whatsoeverJuly 27, 1999. 5.1.8 Seller has paid 3.3 There is no outstanding right, agreement, shareholder's agreement, power of attorney, commitment or understanding of any and all taxesnature whatsoever, fees, duties, penalties, charges, invoices, and statements arising from any purchasethat (i) calls for the issuance, sale, deliverypledge or other disposition of any stock constituting the Company Shares, transfer(ii) obligates the Sellers to enter into any of the foregoing or (iii) relates to the voting or control of such Company Shares. 3.4 The execution, possessions, use, storage, operation, consumptiondelivery and performance of this Agreement and the transactions contemplated by this Agreement will not conflict with, or registration constitute or result in a breach, default or violation of (i) the Articles of Incorporation or Bylaws of the Aircraft prior Company; (ii) any law, ordinance, regulation or rule applicable to Sellers or the Closing Company; (“Amounts Owed”)iii) any order, provided thatjudgment, if Amounts Owed are not yet dueinjunction or other decree by which Sellers or the Company is bound; or (iv) any written or oral contract, imposed, leviedagreement, or assessed against Seller commitment to which Sellers or the AircraftCompany is a party; nor will such execution, Seller will pay such Amounts Owed when due, imposed, levied, delivery and performance result in the creation of any liens or assessed and will defend and hold Purchaser harmless from such Amounts Owedencumbrance upon the Company Shares. 5.1.9 Seller has 3.5 The representations and warranties contained in this Section do not entered into contain any agreement for commissions, brokerage fees untrue statement of a material fact or similar fees omit to state a material fact required or necessary to be paid upon transfer stated therein to make the statements made therein, in light of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoevercircumstances in which they were made, directly or indirectly, to any employee, agent or independent contractor of Purchasernot misleading.

Seller’s Representations and Warranties. (a) Seller hereby represents and warrants that, as immediately prior to the Effective Date, the sole member of the date hereof, Company is Seller and as Seller is the holder of record of all of the Closing:Company’s issued and outstanding membership interests. Seller represents and warrants that the Membership Interest will be transferred to Buyer free and clear of all claims, restrictions, security interests, liens and encumbrances of any kind. Seller represents and warrants that Seller has the right to sell and convey the Membership Interest to Buyer and Seller agrees to warrant and defend the sale of the Membership Interest to Buyer against any and all persons who claim title to the Membership Interest. 5.1.1 Seller is duly formed foreign corporation, validly existing, and in good standing, having the capacity to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducted, and to execute, deliver and perform the provisions of this Agreement; 5.1.2 (b) The execution, delivery, delivery and performance by Seller of this AgreementAgreement and the Operating Agreement and other agreements, documents and instruments contemplated hereby, the consummation of the transactions contemplated hereby or thereby, and the sale of the Aircraft, has been duly authorized performance or observance by all necessary action on behalf of Seller and do not conflict with or result in any breach of any of the terms or conditions hereof or thereof, will not (a) conflict with, or result in a breach or violation of the terms or conditions of, or constitute a default under under, or result in the creation of any documentlien on any of Seller’s assets pursuant to the constituting documents of Seller, any award of any arbitrator, or any material indenture, contract or agreement (including any agreement with Seller’s members), instrument, order, judgment, decree, statute, law, rule or agreement regulation to which the Company or its assets is subject; or (b) require of Seller any filing or registration with, or any consent or approval of, any federal, state or local governmental agency or authority. (c) Seller has made available to Buyer complete and correct copies of all written contracts of the Company, together with all amendments thereto, and accurate descriptions of all material terms of all oral contracts of the Company. (d) Each agreement of the Company is a party; 5.1.3 The person executing valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and to judicial limitations on the enforcement of the remedy of specific performance and other equitable remedies. Except for any agreement with Amaizing Energy, LLC or North Country Ethanol, LLC, there does not exist under any contract of the Company any event of default or event or condition that, after notice or lapse of time or both, would constitute a violation, breach or event of default thereunder on the part of the Company. No consent of any third party is required under any contract of the Company as a result of or in connection with, and the enforceability of any contract of the Company will not be affected in any manner by, the execution, delivery and performance of this Agreement on behalf or the consummation of the transactions contemplated hereby, except as described in Section 8(a). (e) The Company has not made an election to be treated as an association under regulation §301.7701-3 and is disregarded as an entity separate from its owner for tax purposes. (f) Seller has full the requisite corporate power and authority to do so; 5.1.4 Neither it nor any enter into this Agreement and to perform its obligations hereunder. The execution and delivery of its employees (or any assignee as defined in Article 8.7 hereof) are listed this Agreement by Seller and the United States Department consummation by Seller of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated hereby have been duly authorized by Seller and its sole member, US BioEnergy Corporation, and no other proceeding on the part of Seller is necessary to authorize the execution, delivery and performance of this Agreement related to and the identity, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or any Liens that are to be discharged at Closing. 5.1.6 transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller and constitutes the its legal, valid and binding obligations of Seller and is obligation, enforceable against Seller it in accordance with its terms subject to applicable terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and reorganization or other similar laws affecting the enforceability enforcement of contractual obligations and creditors’ rights generally and by to judicial limitations on the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner enforcement of the Aircraft as remedy of the date of execution of this Agreement, specific performance and at the time of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to the Aircraft, free and clear of all Liens to Purchaser, and Seller will warrant and defend such title forever against all claims and demands whatsoeverother equitable remedies. 5.1.8 Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft prior to the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Purchaser.

Seller’s Representations and Warranties. (a) The Seller hereby represents represents, warrants and warrants that, as covenants that on the date of this Agreement and on the Closing Date: (i) It is a limited partnership duly organized and existing under and by virtue of the date hereof, and as laws of the Closing: 5.1.1 Seller is duly formed foreign corporation, validly existing, and in good standing, having the capacity to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducted, and to execute, deliver and perform the provisions State of this AgreementDelaware; 5.1.2 The execution, delivery, and performance by Seller of this Agreement, and the sale of the Aircraft, has been duly authorized by all necessary action on behalf of Seller and do not conflict with or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement to which Seller is a party; 5.1.3 The person executing this Agreement on behalf of Seller a) it has full legal right, power and authority to do so; 5.1.4 Neither it nor any execute and deliver, and to perform all of its employees (or any assignee as defined in Article 8.7 hereof) are listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by obligations under, this Agreement related to and the identity, citizenship, location or business Bills of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than Sale (as hereinafter defined); b) this Agreement or any Liens that are to be discharged at Closing. 5.1.6 This Agreement constitutes constitutes, and upon execution and delivery thereof the Bills of Sale will constitute, the legal, valid and binding obligations of Seller and is enforceable against Seller in accordance with its the respective terms subject hereof and thereof; and c) it has legal power and authority to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium sell the Vessels pursuant to the terms and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner of the Aircraft as of the date of execution conditions of this Agreement; (iii) Except for required Xxxx-Xxxxx-Xxxxxx filings, neither the execution and delivery of this Agreement by Seller, nor the performance by Seller of all of its obligations hereunder, requires the consent or approval of, the giving of notice to, or the registration, filing or recording with, or the taking of any other action in respect of, any federal, state, local or foreign government or governmental authority or agency or any other person, and at no further action, including any filing or recording of any document is necessary or advisable in order to establish and perfect Buyer's title to and interest in, the time of Vessels as against Seller and/or third parties in any applicable jurisdiction except for the Closing, will cause filings being made with the registered owner of the Aircraft, Owner TrusteeUnited States Coast Guard; (iv) There is no litigation or other proceeding now pending or, to convey good and marketable the best of Seller's knowledge, threatened, against or affecting Seller, in any court or before any regulatory commission, board or other administrative governmental agency which would directly or indirectly adversely affect or impair the title of Buyer to the AircraftVessels or Buyer's ability to operate the Vessels in the coastwise trade, or which, if decided adversely to Seller, would materially adversely affect the business operations or financial condition of Seller and/or Seller's ability to perform this Agreement; (v) The Bills of Sale will be effective on the Closing Date to convey to Buyer all of Seller's right, title and interest in and to the Vessels; (vi) Seller warrants good title, free and clear of all Liens mortgages, liens, encumbrances, levies or claims of any type whatsoever whether recorded, secret, state, maritime or otherwise and agrees to Purchaserindemnify, hold harmless and defend Buyer from any such mortgages, liens, encumbrances, levies and claims; (vii) The Vessels are eligible for documentation in the United States coastwise trade; (viii) Since the Vessels' last drydocking, to the best of Sellers' knowledge, no Vessel has been grounded, stranded, or suffered any other occurrence or casualty that could have caused or actually did cause any damage to such Vessel's bottom and/or hull or other underwater parts. However, to establish any liability on the Seller under this warranty, the burden shall be on Buyer to establish that the damage pre-dated its acquisition, and any payment by Seller will warrant to Buyer for damage discovered after transfer of title is subject to receipt of and defend is limited to the amount of indemnity received from Seller's underwriters plus the amount of any deductible or copayment for which Seller is responsible under such title forever against insurance; (ix) The contracts and charters listed in Section 13 hereof constitute all claims and demands whatsoever. 5.1.8 Seller has paid any and all taxesof the contracts, fees, duties, penalties, charges, invoicescharters, and statements arising from any purchaseagreements related to (A) the Vessels and (B) Seller's and its affiliates' inland and coastwise movements of petroleum products in quantities of less than 150,000 barrels north of Norfolk, saleVirginia (excluding inland movements in the local Philadelphia, deliveryPennsylvania, transferChesapeake Bay, possessionsDelaware Bay and Delaware River markets) and, use, storage, operation, consumption, or registration of during the Aircraft twelve months prior to the Closing date of this Agreement, no other contracts, charters and agreements were in effect; and (“Amounts Owed”), x) The information provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against by Seller or to Buyer in connection with the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed transactions contemplated by this Agreement is accurate and will defend and hold Purchaser harmless from such Amounts Owedcomplete in all material respects. 5.1.9 Seller has not entered into any agreement for commissions(b) THE VESSELS ARE SOLD AS IS, brokerage fees or similar fees to be paid upon transfer WHERE IS with no warranties of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Purchaserother than as set forth in this Agreement.

Seller’s Representations and Warranties. Seller hereby represents and warrants that, to the Purchaser as of the date hereof, Effective Date and again as of the ClosingClosing Date as follows: 5.1.1 Seller is duly formed foreign corporation, validly existing, and in good standing, having the capacity to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducted, and to execute, deliver and perform the provisions of this Agreement; 5.1.2 The execution, delivery, and performance by Seller of this Agreement, and the sale of the Aircraft, has been duly authorized by all necessary action on behalf of Seller and do not conflict with or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement to which Seller is a party; 5.1.3 The person executing this Agreement on behalf of Seller has full power and authority to do so; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereofi) are listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which that it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or any Liens that are to be discharged at Closing. 5.1.6 This Agreement constitutes the legal, valid and binding obligations of Seller and is enforceable against Seller in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner of the Aircraft as of the date of execution of this Agreement, and at the time of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to the AircraftInterest, free and clear of all Liens any lien, pledge, security interest, claim, option, agreement, encumbrance or other restriction of whatever nature or kind, except as may be imposed by the Loan Documents; (ii) that it has not previously transferred any part of the Interest sold under the terms of this Agreement; (iii) that it has the full and complete right and power to Purchasermake the Transfer contemplated by this Agreement; (iv) both the execution and delivery of this Agreement by the Seller and by the undersigned signatory on behalf of the Seller, and the performance of all obligations and delivery of all Closing Documents, have been duly and properly authorized by all proper, legal and duly authorized actions; (v) the Seller will warrant is a limited liability company in good standing under the laws of the State of Florida, and defend that each of its constituent members, as applicable, are in good standing, have the right and power to authorize the Seller to enter into this Agreement, and that all such title forever against actions have been duly and properly authorized by all claims proper, legal and demands whatsoeverduly authorized actions. The Seller shall order and tender to Flagler for distribution to Purchaser at the Closing, a good standing certificate issued by the Florida secretary of state to confirm that the Seller is in good standing under the laws of the State of Florida. The tender of such good standing certificate shall in no way release or excuse Seller from the representations, warranties and obligations contained in the first sentence of this Section 10(a)(v). 5.1.8 Seller has paid any and all taxes(vi) except for the Lender Consents, fees, duties, penalties, charges, invoices, and statements arising no other consents from any purchaseperson, saleentity, delivery, transfer, possessions, use, storage, operation, consumption, lender or registration other third party of the Aircraft prior whatever nature or kind are required in order to the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed enter into this Agreement and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer perform all of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Purchaser.its obligations hereunder;

Seller’s Representations and Warranties. As an inducement to Purchaser to enter into this Agreement, Seller hereby represents and warrants to Purchaser that: (a) Seller is a limited liability company, as duly organized and validly existing under the laws of the date hereofState of Delaware, and as is qualified to transact business in the State of New Jersey, has the Closing: 5.1.1 Seller is duly formed foreign corporation, validly existing, and in good standing, having the capacity to sue and be sued in its own name, having full power, legal right power and authority to carry on its business as currently conductedenter into this Agreement and to consummate the transactions herein contemplated, and to execute, deliver the execution and perform delivery hereof and the provisions of this Agreement; 5.1.2 The execution, delivery, and performance by Seller of this Agreement, and the sale its obligations hereunder will not violate or constitute an event of the Aircraft, has been duly authorized by all necessary action on behalf of Seller and do not conflict with or result in any breach of any of default under the terms or constitute a default under provisions of any documentagreement, instrument, document or agreement other instrument to which Seller is a partyparty or by which it or the Property are bound; 5.1.3 The person executing (b) Except for compliance with ISRA, the execution, delivery and performance of this Agreement on behalf by Seller and the consummation of the transaction contemplated hereby in the manner contemplated herein will not, to Seller’s Actual Knowledge, violate any provision of any Legal Requirement to which Seller has full power and authority or the Property is subject, or violate any judgment, order, writ, injunction or decree of any court applicable to do soSeller or the Property; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereofc) are listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or any Liens that are to be discharged at Closing. 5.1.6 This Agreement constitutes is the legal, valid and binding obligations obligation of Seller and is enforceable against Seller in accordance with its terms subject to terms, except as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws affecting the enforceability of contractual obligations and creditors’ rights generally generally; (d) Subject to compliance with ISRA, the execution, delivery and performance of this Agreement and the documents to be executed and delivered by Seller at the application Closing pursuant to Section 7.2 do not require the consent or authorization of equitable principles by courts any governmental or private party or body other than any approvals or consents of competent jurisdictionSeller’s directors, sitting members, managers, shareholders or partners which have been obtained; (e) Except as disclosed in the Environmental Documents and with the exception of ISRA Case No. 88717, to the Actual Knowledge of Seller, there are no proceedings at law or in equity; and 5.1.7 equity before any court, grand jury, administrative agency or other investigative body, or governmental department, commission, board, agency, bureau or instrumentality of any kind affecting Seller is or the lawful beneficial owner of Property that (i) involve the Aircraft as of the date of execution validity or enforceability of this Agreement, and at (ii) enjoin or prevent or threaten to enjoin or prevent the time performance of the ClosingSeller’s obligations hereunder, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title or (iii) relate specifically to the Aircraft, free and clear of all Liens to PurchaserProperty or the title thereto, and Seller will warrant and defend has not been served with process in any such title forever against all claims and demands whatsoever.proceeding; 5.1.8 (f) Seller is not a party to any contract of sale, option to purchase, right of first refusal or first offer, lease or occupancy agreement in force or effect with respect to the Property, or any part thereof, recorded or unrecorded; (g) Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising not received notice from any purchasegovernmental authority that there are any violations of law, saleincluding environmental laws, deliveryzoning laws and building codes, transferwith respect to the Property, possessionsor, useexcept as disclosed in the Environmental Documents and with the exception of ISRA Case No. 88717, storage, operation, consumptionthat there are any Hazardous Substances at the Property in excess of governmental tolerances; (h) Seller has not received any notice of any condemnation proceeding or other proceeding in the nature of eminent domain with respect to the Property; (i) All sums payable by reason of any labor or materials heretofore furnished to, or registration on behalf of, Seller with respect to the Property have been, or in the ordinary course of the Aircraft business prior to the Closing Date will be, paid, and Seller knows of no material dispute in connection therewith; (“Amounts Owed”)j) To Seller’s Actual Knowledge, provided thatneither the Lands nor the Improvements is subject to or has been granted any abatement from real estate taxes during the period of Seller’s ownership; (k) Except as may be disclosed in the Environmental Documents and with the exception of ISRA Case No. 88717, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into received any agreement for commissionswritten notice of violation from any governmental agency, brokerage fees entity, department or similar fees authority having jurisdiction over the Property; (l) Xxx Xxxxxxx and Xxxx Xxxxxxxxx are the persons at Seller with the most actual knowledge relating to be paid upon transfer of the Aircraft that would become representations contained in this Section 5.1, and there are no other persons now or recently affiliated with the obligation of Purchaser Seller who have or a lien on are likely to have knowledge related to the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Purchaserrepresentations contained in this Section 5.1 greater than Xxx Xxxxxxx and Xxxx Xxxxxxxxx.

Seller’s Representations and Warranties. Seller hereby represents and warrants that, as to Buyer that (a) Seller is a limited liability company that is a direct wholly-owned subsidiary of NACoal existing under the laws of the date hereofstate of Nevada and is qualified to do business in the state of North Dakota, (b) the execution and as of the Closing: 5.1.1 Seller is duly formed foreign corporation, validly existing, and in good standing, having the capacity to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducted, and to execute, deliver and perform the provisions delivery of this Agreement; 5.1.2 The execution, delivery, and performance Agreement by Seller of this Agreement, and the sale performance of the Aircraft, has its obligations hereunder have been duly authorized by all necessary action on behalf the member(s) of Seller, (c) neither the execution and delivery of this Agreement nor the performance of its obligations hereunder by Seller and do not shall, or after the lapse of time or giving of notice shall, conflict with with, violate or result in a breach of, or constitute a default under the limited liability company agreement of Seller or any Applicable Laws (including for purposes of this clause (c) the laws of the State of Nevada), or conflict with, violate or result in a breach of any of the terms or constitute a default under any document, instrumentmaterial agreement to which it is a party or by which it or any of its properties is bound, or agreement any judgment, order, award or decree to which Seller is a party; 5.1.3 The person executing this Agreement on behalf of Seller has full power and party or by which it is bound, or require any approval, consent, authorization or other action by any court, governmental authority to do so; 5.1.4 Neither it nor any of its employees (or regulatory body or any assignee as defined in Article 8.7 hereof) are listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business creditor of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereofPerson, other than issuance of permits for the Mine as required by Applicable Laws, (d) this Agreement or any Liens that are to be discharged at Closing. 5.1.6 This Agreement constitutes the legal, a valid and binding obligations obligation of Seller and is enforceable against Seller in accordance with its terms subject to terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws affecting the enforceability enforcement of contractual obligations and creditors’ ' rights generally and by (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and (e) there is no action, proceeding or investigation pending, or, to the application best knowledge of equitable principles by courts of competent jurisdictionSeller, sitting at law threatened against it which individually, or in equity; and 5.1.7 Seller is the lawful beneficial owner of the Aircraft as of the date of execution of aggregate, would impair in any material way Seller's ability to perform its obligations under this Agreement, and at the time of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to the Aircraft, free and clear of all Liens to Purchaser, and Seller will warrant and defend such title forever against all claims and demands whatsoever. 5.1.8 Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft prior to the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Purchaser.

Seller’s Representations and Warranties. Seller hereby represents and warrants to Buyer that, except as of set forth in the date hereof, schedule delivered by Seller to Buyer concurrently herewith and identified as of the Closing"Disclosure Schedule": 5.1.1 (a) Seller is a corporation duly formed foreign corporationorganized, validly existing, existing and in good standing, having under the capacity to sue and be sued in its own name, having laws of the State of Louisiana. (b) Seller has full power, legal right corporate power and authority to carry on its business as currently conductedenter into and perform (x) this Agreement and (y) all documents and instruments to be executed by Seller pursuant to this Agreement (collectively, "Seller's Ancillary Documents"). This Agreement has been, and to executeSeller's Ancillary Documents will be, deliver duly executed and perform delivered by duly authorized officers of Seller. (c) No consent, authorization, order or approval of, or filing or registration with, any governmental authority or other person is required for the provisions execution and delivery of this Agreement; 5.1.2 The execution, delivery, Agreement and performance Seller's Ancillary Documents and the consummation by Seller of the transaction contemplated by this AgreementAgreement and Seller's Ancillary Documents. (d) Neither the execution and delivery of this Agreement and Seller's Ancillary Documents by Seller, and nor the sale consummation by Seller of the Aircrafttransaction contemplated hereby, has been duly authorized by all necessary action on behalf of Seller and do not will conflict with or result in any a breach of any of the terms terms, conditions or constitute provisions of Seller's Articles of Incorporation or By-laws, or of any statute or administrative regulation, or of any order, writ, injunction, judgment or decree of any court or any governmental authority or of any arbitration award. (e) Seller's books, accounts and records pertaining to the Assets are, and have been, maintained in Seller's usual, regular and ordinary manner, in accordance with generally accepted accounting practices and all transactions to which Seller has been a party are properly reflected therein. (f) Seller has good and marketable title to, and the corporate power to sell, the Assets, free and clear of any liens, claims, encumbrances and security interests, except for liens for non-delinquent taxes. Other than the First Mortgage, no unreleased mortgage, trust deed, chattel mortgage, security agreement, financing statement or other instrument encumbering any of the Assets has been recorded, filed, executed or delivered. (g) None of Seller's officers, directors, employees or stockholders or members of their families (or any entity in which any of them has a material financial interest, directly or indirectly), owns any assets which are used in the Business, except for assets being transferred to Buyer in accordance with the provisions hereof. (h) The Disclosure Schedule correctly and completely lists and describes all material AC-57140/3 September 18, 1995 contracts, leases, and agreements to which Seller is a party and which relate to the conduct of the Business, including, without limitation: employment and employment related agreements; covenants not to compete; loan agreements; notes; security agreements; sales representative, distribution, franchise, advertising and similar agreements; leases and subleases relating to the Personalty or Premises; license agreements; purchase orders and purchase contracts and sales orders and sales contracts. All contracts, leases and other instruments referred to in this Section 7, and all other contracts or instruments to which Seller is a party, are in full force and binding upon the parties thereto. No default by Seller has occurred thereunder and, to the best of Seller's knowledge, no default by the other contracting parties has occurred thereunder. No event, occurrence or condition exists which, with the lapse of time, the giving of notice, or both, or the happening of any further event or condition, would become a default under any document, instrumentby Seller thereunder. (i) Seller is not a party to, or bound by, any unexpired, undischarged or unsatisfied written or oral contract, agreement, indenture, mortgage, debenture, note or other instrument under the terms of which Seller may not terminate such agreement or instrument upon Closing hereunder, or under which performance by Seller according to the terms of this Agreement will be a default or an event of acceleration, or whereby timely performance by Seller according to the terms of this Agreement may be prohibited, prevented or delayed. Seller will terminate any such agreement or instrument (other that those expressly assumed by Buyer) simultaneously with Closing. (j) The Disclosure Schedule contains a true and correct copy of every license, permit, registration and governmental approval, agreement and consent applied for, pending by, issued or given to Seller, and every agreement with governmental authorities (Federal, state, local or foreign) entered into by Seller, which is in effect or has been applied for or is pending, exclusive of Environmental Permits (as hereinafter defined) (the "Permits"). Such Permits constitute all licenses, permits, registrations, approvals and agreements and consents (other than Environmental Permits) which are required in order for the Seller to conduct the Business as presently conducted. (k) Attached hereto as Exhibit "F" and made a part hereof is a complete list of: (i) each labor or employment agreement to which Seller is a party; 5.1.3 The person executing party or by which it is bound; (ii) each employment profit sharing, stock option, stock purchase, deferred compensation, bonus, pension, retainer, consulting, retirement, health, welfare, incentive plan or contract or similar agreement to which Seller is a party or by which it either is or may be bound; (iii) each plan and agreement under which "fringe benefits" (including, but not limited to, vacation plans or programs, sick leave plans or programs, dental or medical plans or programs and related or similar benefits) are afforded to an employee of Seller; and (iv) the name, job description, salary and fringe benefits of each employee, agent, or consultant of Seller. Prior to the date of this Agreement on behalf of Agreement, Seller has full power delivered or has caused to be delivered to Buyer true, complete and authority accurate copies of all such labor or employment agreements and plans (the "Labor and Employment Agreements and Plans"). Seller has complied in all material respects with all applicable laws, rules and regulations relating to do so; 5.1.4 Neither it nor any (i) the employment of its labor, including, without limitation, those related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums as required by appropriate governmental authorities, and (ii) the AC-57140/3 September 18, 1995 closure of the Business, notice of which was given to all employees (or any assignee on _____________, 1995, as defined in Article 8.7 hereof) are listed required by the United States Department of Treasury on the Specifically Designated Nationals Federal Worker Adjustment and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or any Liens that are to be discharged at ClosingRetaining Notification Act ("WARN"). 5.1.6 This Agreement constitutes the legal(l) There is no litigation or proceeding, valid and binding obligations of Seller and is enforceable against Seller in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and, and there are no proceedings or governmental investigations before any commission or other administrative authority, pending, or, to the best of Seller's knowledge, threatened, against Seller or its affiliates, or with respect to the consummation of the transaction contemplated hereby, or the use of the Assets (whether used by Buyer after the Closing or by Seller prior thereto). 5.1.7 (m) Seller is not a party to, or bound by, any decree, order or arbitration award (or agreement entered into in any administrative, judicial or arbitration proceeding with any governmental authority) with respect to its properties, assets, personnel or business activities. (n) Seller is not in violation of, or delinquent in respect to, any decree, order or arbitration award or law, statute, or regulation of or agreement with, or Permit from, any Federal, state or local governmental authority (or to which its properties, assets, personnel, business activities or the lawful beneficial owner Premises are subject or to which it, itself, is subject), including, without limitation, laws, statutes and regulations relating to equal employment opportunities, fair employment practices, unfair labor practices, terms of employment, occupational health and safety, wages and hours and discrimination, and zoning ordinances and building codes. Copies of all notices of violation of any of the Aircraft foregoing which Seller has received within the past three years are attached to the Disclosure Schedule. (o) Both Seller and its assets and business (including, without limitation, the Assets and the Business) are in compliance with all Environmental Laws (as hereinafter defined) and Environmental Permits (as hereinafter defined). A copy of any notice, citation, inquiry or complaint which Seller has received in the past three years of any alleged violation of any Environmental Law or Environmental Permit is contained in the Disclosure Schedule. Seller possesses all Environmental Permits which are required for the operation of the date Business, and is in compliance with the provisions of execution all such Environmental Permits. Copies of all Environmental Permits issued to Seller are contained in the Disclosure Schedule. As used in this Agreement, "Environmental Laws" means all federal, state and at the time of the Closinglocal statutes, will cause the registered owner of the Aircraftregulations, Owner Trusteeordinances, to convey good rules, regulations and marketable title to the Aircraftpolicies, free all court orders and clear of all Liens to Purchaserdecrees and arbitration awards, and Seller will warrant the common law, which pertain to environmental matters or contamination of any type whatsoever; and defend such title forever against all claims "Environmental Permits" means licenses, permits, registrations, governmental approvals, agreements and demands whatsoeverconsents which are required under or are issued pursuant to Environmental Laws. 5.1.8 Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft prior to the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Purchaser.

Seller’s Representations and Warranties. (a) Seller hereby represents and warrants that, as of the date hereof, and as of the Closing: 5.1.1 that Seller is duly formed foreign corporationorganized and validly existing under the laws of the state of Idaho, validly existing, and in good standing, having the capacity to sue and be sued in its own name, having full that Seller has all power, authority and legal right and authority to carry on its business as currently conducted, and to execute, deliver and perform the provisions terms of this Agreement; 5.1.2 The execution, deliveryContract, and performance by Seller of that this Agreement, and the sale of the Aircraft, has been duly authorized by all necessary action on behalf of Seller and do not conflict with or result in any breach of any of the terms or Contract shall constitute a default under any document, instrument, or agreement to which Seller is a party; 5.1.3 The person executing this Agreement on behalf of Seller has full power and authority to do so; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereof) are listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or any Liens that are to be discharged at Closing. 5.1.6 This Agreement constitutes the legal, valid and legally binding obligations of Seller and is enforceable against Seller in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting terms. Seller possesses the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner of the Aircraft as of the date of execution of this Agreement, and at the time of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, ability to convey good and marketable title to the AircraftSubject Property. Seller can and will deliver at Closing the Deed and all other necessary resolutions, free agreements or other documents necessary to evidence and clear confirm these representations and warranties at Closing.‌ (b) Seller further represents and warrants all of all Liens to Purchaser, and Seller will warrant and defend such title forever against all claims and demands whatsoever.the following: 5.1.8 (i) Seller has paid no knowledge of any “Hazardous Materials” (as hereinafter defined), having ever been used, produced, released, stored, transported, disposed of, generated, deposited or otherwise existing in, over, under or upon the Subject Property by any person or entity whatsoever. The term “Hazardous Materials” shall collectively refer to underground storage tanks, petroleum and petroleum products, asbestos, PCBs, urea-formaldehyde and any hazardous or toxic substances, pollutants, contaminants, wastes or materials as defined under any “Environmental Laws.” The term “Environmental Laws” shall collectively refer to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, The Federal Toxic Substances Control Act, the Clean Water Act, the Resource Conservation and Recovery Act as amended, the Federal Water Pollution Control Act, the Hazardous Materials Transportation Act, the Occupational Safety and Health Act, or any other similar federal, state or local law, rule or regulation respecting Hazardous Materials together with all rules and regulations promulgated thereunder and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft prior to the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owedamendments thereto. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Purchaser.

Seller’s Representations and Warranties. In order to induce Buyer to enter into this Agreement, Seller hereby represents and warrants to Buyer that, as of the date hereof, and as of the Closing: 5.1.1 (a) Seller is a limited liability company duly formed foreign corporationformed, validly existing, existing and in good standingstanding under the laws of the State of West Virginia and has all requisite right, having the capacity to sue and be sued in its own name, having full power, legal right power and authority to carry on its business as currently conducted, and to execute, deliver and perform the provisions of this Agreement; 5.1.2 The (b) This Agreement has been duly authorized for execution, delivery, delivery and performance by Seller of this Agreement, and the sale of the AircraftSeller, has been duly authorized executed and delivered by all necessary action on behalf of Seller Seller, and do not conflict with or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement to which Seller is a party; 5.1.3 The person executing this Agreement on behalf of Seller has full power and authority to do so; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereof) are listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or any Liens that are to be discharged at Closing. 5.1.6 This Agreement constitutes the legal, valid and binding obligations agreement of Seller and is Seller, enforceable against Seller in accordance with its terms subject to applicable bankruptcyterms; (c) There is no pending or threatened litigation, insolvency, fraudulent conveyance, reorganization, moratorium and condemnation or similar laws proceeding affecting the enforceability Project or any part thereof, nor to the best knowledge and belief of contractual obligations Seller is any such proceeding or assessment contemplated by any governmental authority; (d) Except for Tenant, there are no parties in possession of any portion of the Land as lessees, tenants at sufferance, licensees, or trespassers and creditors’ rights generally no person or entity has any right or option to lease, purchase, occupy, or possess all or any part of the Project or any interest therein; (e) Seller is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code; (f) To the knowledge of Seller and by except as disclosed in the application of equitable principles by courts of competent jurisdictionenvironmental report delivered to Buyer, sitting at the Land does not contain any hazardous wastes, hazardous substances or materials, toxic materials, or the like, as defined or designated in any federal, state, or local law or in equity; andenvironmental statute, regulation, or ordinance, including asbestos, nor does the Land contain any environmental hazard under any local, state, or federal laws or regulations applicable to the Land; 5.1.7 Seller is (g) To Seller's knowledge, no notice of violation has been issued with regard to any applicable regulation, ordinance, requirement, covenant, condition or restriction relating to the lawful beneficial owner present use or occupancy of the Aircraft as Project by any person, authority or agency having jurisdiction; (h) Seller will not, without the prior written consent of Buyer, take any action before any governmental authority having jurisdiction thereover, the object of which would be to change the present zoning of or other land-use limitations, upon the Project, or any portion thereof, or its potential use, and, to Seller's knowledge, there are no pending proceedings, the object of which would be to change the present zoning or other land-use limitations; (i) Except for any item to be prorated at Closing in accordance with this Agreement, all bills or other charges, costs or expenses arising out of or in connection with or resulting from Seller's use, ownership, or operation of the Project up to Closing shall be paid in full by Seller; (j) All general real estate taxes, assessments and personal property taxes that have become due with respect to the Project (except for those that will be prorated at Closing) have been paid or will be so paid by Seller prior to Closing; (k) From the date of execution hereof until Closing or the earlier termination of this Agreement, Seller shall (i) operate and at maintain the time of Project in a manner generally consistent with the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to the Aircraft, free and clear of all Liens to Purchaser, and Seller will warrant and defend such title forever against all claims and demands whatsoever. 5.1.8 manner in which Seller has paid any operated and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of maintained the Aircraft Project prior to the Closing date hereof, and shall perform in all material respects, its obligations under the Lease, (“Amounts Owed”)ii) not, provided thatwithout Buyer's written consent which shall not be unreasonably withheld, amend, modify or waive any material rights under the Lease, and (iii) maintain the existing or comparable insurance coverage, if Amounts Owed are any, for the Improvements which Seller is obligated to maintain under the Lease; (l) To Seller's actual knowledge, except as disclosed in any environmental report delivered to Buyer, there is not yet duenow, imposednor has there ever been, leviedon or in the Project underground storage tanks, any asbestos-containing materials or any polychlorinated biphenyls, including those used in hydraulic oils, electric transformers, or assessed other equipment. Seller hereby assigns to Buyer, effective as of Closing, all claims, counterclaims, defenses, or actions, whether at common law, or pursuant to any other applicable federal or state or other laws which Seller may have against any third parties relating to the existence of any Hazardous Materials in, at, on, under or about the Project (including Hazardous Materials released on the Project prior to Closing and continuing in existence on the Project at Closing); (m) Should Seller receive notice or knowledge of any information regarding any of the Aircraftmatters set forth in this Section 4.1 after the date hereof and prior to Closing, Seller will pay such Amounts Owed when due, imposed, levied, or assessed immediately notify Buyer of the same in writing; and (n) All representations made in this Agreement by Seller shall survive the execution and will defend delivery of this Agreement and Closing for a period of two (2) years. Seller shall and does hereby indemnify against and hold Purchaser Buyer harmless from such Amounts Owedany loss, damage, liability and expense, together with all court costs and attorneys' fees which Buyer may incur, by reason of any material misrepresentation by Seller or any material breach of any of Seller's warranties. Seller's indemnity and hold harmless obligations shall survive Closing for a period of two (2) years. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Purchaser.

Seller’s Representations and Warranties. Seller hereby represents and warrants that, to PNC as of the date hereof, hereof and the Commencement Date as of the Closingfollows: 5.1.1 Seller is duly formed foreign corporation, validly existing, and in good standing, having (a) the capacity to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducted, and to execute, deliver and perform the provisions of this Agreement; 5.1.2 The execution, delivery, delivery and performance by Seller of this Agreement, the Xxxx of Sale and the sale of the Aircraft, has been duly authorized by all necessary action on behalf of Seller and do not conflict with or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement Lease Documents to which Seller is a party; 5.1.3 The person executing this Agreement party are duly authorized on behalf the part of Seller has full power Seller, and authority to do so; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereof) are listed upon due execution thereof by the United States Department parties thereto, each of Treasury on the Specifically Designated Nationals such documents shall constitute valid obligations binding upon and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or any Liens that are to be discharged at Closing. 5.1.6 This Agreement constitutes the legal, valid and binding obligations of Seller and is enforceable against Seller in accordance with its terms subject to terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar laws affecting the enforceability rights and remedies of contractual obligations and creditors’ rights creditors generally and by general principles of equity; (b) neither the application of equitable principles execution by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner of the Aircraft as of the date of execution of this Agreement, and at the time Xxxx of Sale or any of the ClosingLease Documents to which Seller is a party, nor the due performance thereof by Seller, will cause result in any breach of, or constitute a default under, or violation of, Seller's certificate of formation, limited liability company agreement, or any material agreement to which Seller is a party or by which Seller is bound and that relates to the registered owner Equipment, nor will any of the Aircraftsame violate any material law, Owner Trusteeregulation or order by which Seller is bound and that relates to the Equipment; (c) Seller is duly formed, validly existing and in good standing in its state of formation and is duly qualified as a foreign limited liability company in each other jurisdiction where the Equipment is located; (d) Seller has and is transferring to convey good PNC good, valid and marketable title to the Aircraft, Equipment free and clear of all liens, encumbrances and claims of any kind or description other than Permitted Liens (for purposes of this Section 5, “Permitted Liens” means (i) any liens, encumbrances or claims for taxes not yet due or which are being contested in good faith by appropriate proceedings and with respect to Purchaserwhich adequate reserves or other appropriate provisions are being maintained; (ii) any liens created by the Lease Documents (other than the Project Documents (as defined below)); (iii) any liens, encumbrances or claims arising in the ordinary course of business by operation of law (including mechanics’ and materialmen’s liens) with respect to a liability that is not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained; and (iv) zoning, planning and other similar encumbrances affecting the Equipment which do not in any case materially detract from the value of the Equipment; (e) the agreements listed on Exhibit #3 constitute a true, accurate and complete list of all material contracts with respect to the Equipment (as supplemented from time to time in connection with the Lease Agreement, and as may be amended, amended and restated, modified or supplemented from time to time, and including any replacement or supplementary agreements thereof or thereto, the “Project Documents”); (f) each Project Document to which Seller will warrant is a party is in full force and defend effect, creates a legal, valid and binding obligation of each party thereto, and has not been amended or modified except as noted on Exhibit #3, and with respect to each such title forever against all claims agreement, Seller is not, and demands whatsoever.to Seller’s knowledge, no other party thereto is, in default thereunder; 5.1.8 (g) each Project Document to which Seller is not a party is in full force and effect, creates a legal, valid and binding obligation of each party thereto, has not been amended or modified and, to the knowledge of Seller, no party to any of such agreements is in default thereunder; (h) Seller has provided to PNC true, correct and complete copies of each Project Document and has received all third party consents and approvals necessary to permit the collateral assignment to PNC contemplated by the Lease Documents, as well as the potential direct assignment to PNC upon the election of the Return Option or following the occurrence and during the continuance of a Default (each as defined in the Lease Agreement) at the end of the Lease Term; (i) there are no warranties or indemnities applicable to the Equipment that were provided by any manufacturer, supplier or installer of any of the Equipment other than those included in the Project Documents and those separate warranties listed on Exhibit #4 hereto (all such warranties and indemnities, the “Warranties”); (j) the installation and operation of the Equipment and development, construction and operation of the system comprising the Equipment is and has been in material compliance with all Applicable Laws, including environmental laws, and all material franchise, license, permit, approval, notification, certification, registration, authorization and qualification required by any governmental authority (“Governmental Approvals”) required as of the effective date of the Lease Agreement to develop, construct and operate the system comprising the Equipment have been duly obtained, are in full force and effect, are final and all periods to administratively or judicially appeal such Governmental Approvals have expired; (k) Lessee is either not subject to or is exempt from regulation (i) as a "public utility" or a "holding company" under the Federal Power Act ("FPA") and the Public Utility Holding Company Act ("PUHCA") and FERC's regulations thereunder, and (ii) as a "public utility," "electric utility," "electric corporation," or a "holding company" or similar terms under applicable laws or regulations of each state where the Equipment is located, and, solely as the result of the execution and delivery of the Lease Documents or the consummation or performance of the transactions contemplated thereby, Lessor will not become subject to regulation under any of the foregoing laws or regulations. Lessee is not subject to regulation under the Investment Company Act of 1940; and (A) Seller has timely filed or caused to be filed all tax returns and reports required to have been filed by it and has paid any and or caused to be paid all taxes, fees, duties, penalties, charges, invoicesassessments and governmental charges assessed or imposed that are required to have been paid by it, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft prior to the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 B) Seller has not entered into any agreement applied to the Internal Revenue Service for commissionsa private letter ruling with respect to the Equipment, brokerage fees the Project Documents or similar fees to be paid upon transfer of the Aircraft that would become transactions contemplated by this Agreement and the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of PurchaserLease Agreement.

Seller’s Representations and Warranties. 4.1 Each Individual Seller hereby (as to itself only and severally and not jointly and severally) represents and warrants that, to Buyer (as of the date hereof, Agreement Date and as of the ClosingEffective Date) that: 5.1.1 (a) Seller (i) is duly formed foreign corporationorganized and validly existing under the laws of its jurisdiction of organization or incorporation, validly existing, and (ii) is in good standing, having the capacity to sue standing under such laws and be sued in its own name, having (iii) has full power, legal right power and authority to carry on its business as currently conducted, and to execute, deliver and perform its obligations under the provisions of this Agreement;Transaction Documents to which it is or will become a party. 5.1.2 The (b) Seller's execution, delivery, and performance by Seller of this Agreement, and the sale of the Aircraft, Transaction Documents to which it is or will become a party has been duly authorized by all necessary action on behalf of Seller not resulted and do will not conflict with or result in any a breach of any provision of (i) Seller's organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Seller, (iii) any judgment, injunction, decree or determination applicable to Seller or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other instrument by which Seller may be bound or to which any of the terms or constitute a default under any document, instrument, or agreement assets of Seller are subject. (i) The Transaction Documents to which Seller is a party (A) have been duly and validly authorized, executed, and delivered by Seller and (B) are the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except that such enforceability against Seller may be limited by bankruptcy, insolvency, or other similar laws of general applicability affecting the enforcement of creditors' rights generally and by the court's discretion in relation to equitable remedies; and (ii) No notice to, registration with, consent or approval of, or any other action by, any relevant Governmental Authority or other Entity (other than the Required Consents) is or will be required for Seller to execute, deliver, and perform its obligations under, the Transaction Documents to which Seller is or will become a party;. 5.1.3 (d) To the same extent that Seller received such ownership and title from the Immediate Prior Sellers, Seller is the sole legal and beneficial owner of and has good title to the Transferred Rights, free and clear of any Encumbrance. The person executing Transferred Rights are not subject to any prior sale, transfer, assignment or participation by Seller or any agreement by Seller to assign, convey, transfer or participate, in whole or in part. (e) No proceedings are (i) pending against Seller or (ii) to the best of Seller's knowledge, threatened against Seller before any relevant Governmental Authority that, in the aggregate, will materially and adversely affect (A) the Transferred Rights or (B) any action taken or to be taken by Seller under this Agreement. (f) Based solely on the representations and warranties made to Seller by the Immediate Prior Seller in the Predecessor Transfer Agreements, the principal amounts of the Loans outstanding and the Commitments, as of the Agreement Date, and all permanent commitment reductions, permanent repayments of principal and all amendment, consent, waiver and other similar non-ordinary course fees received by Seller in connection with the Transferred Rights, are accurately stated in Schedule 1. (g) Based solely on behalf the representations and warranties made to Seller by the Immediate Prior Sellers in the Predecessor Transfer Agreements, except for the Commitments, if any, there is no funding obligation of any kind (whether fixed, contingent, conditional, or otherwise) in respect of the Transferred Rights or the Assumed Obligations (including any obligation to make advances or to purchase participations in letters of credit under any Credit Documents or any obligation relating to any currency or interest rate swap, hedge, or similar arrangement) that Seller or Buyer is or shall be required to pay or otherwise perform that Seller has full power not paid or otherwise performed in full. Based solely on the representations and authority warranties made to do so;Seller by the Immediate Prior Sellers in the Predecessor Transfer Agreements, the Unfunded Commitments, if any, as of the Effective Date are accurately stated in Schedule 1. 5.1.4 Neither it nor (h) Seller has not engaged in any of its employees (acts or conduct or made any omissions with respect to Borrower or any assignee Obligor that will result in Buyer receiving proportionately less in payments or distributions under, or less favorable treatment (including the timing of payments or distributions) for, the Transferred Rights than is received by other Lenders holding loans or commitments of the same tranche as defined the Loans and Commitments. (i) Seller has performed, and has complied with, all obligations required to be performed or complied with by it under the Credit Documents and is not in Article 8.7 hereofbreach of any provisions of the Credit Documents. (j) are listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List No broker, finder or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on other Entity acting under Seller's authority is entitled to any broker's commission or other fee in connection with the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously used;Buyer could be responsible. 5.1.5 (k) Seller has not entered breached any of its representations, warranties, obligations, agreements, or covenants under the Predecessor Transfer Agreements. (l) Except as set forth in Schedule 1, Seller (i) is not and has never been (A) an "insider" of Borrower or any Obligor (as "insider" is defined in Bankruptcy Code Section 101(31)) or (B) an Affiliate of Borrower or any Obligor, and (ii) is not, and has not been, a member of any official or unofficial committee relating to any Obligor. (m) Seller does not hold any funds or property of or owe any amounts or property to the Borrower or any Obligor and has not effected or received the benefit of any setoff against the Borrower or any Obligor on account of the Transferred Rights. (n) Except as set forth in Schedule 1, Seller has not received any written notice other than those publicly available that (i) any payment or other transfer made to or for the account of Seller from or on account of Borrower or any Obligor under the Transferred Rights is or may be void or voidable as an actual or constructive fraudulent transfer or as a preferential transfer or (ii) the Transferred Rights, or any portion of them, are void, voidable, unenforceable or subject to any Impairment. (o) Seller acknowledges that the consideration paid under this Agreement for the purchase of the Transferred Rights and the assumption of the Assumed Obligations may differ both in kind and amount from any Distribution. (p) Seller (i) is a sophisticated seller with respect to the sale of the Transferred Rights and the retention of the Retained Obligations, (ii) has adequate information concerning the business and financial condition of Borrower or any Obligor to make an informed decision regarding the sale of the Transferred Rights and the retention of the Retained Obligations and (iii) has independently and without reliance upon Buyer, and based on such information as Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Seller has relied upon Buyer's express representations, warranties, covenants, and indemnities in this Agreement. Seller acknowledges that Buyer has not given Seller any other agreements under which it has agreed investment advice, credit information, or opinion on whether the sale of the Transferred Rights or the retention of the Retained Obligations is prudent. (q) Seller acknowledges that (i) Buyer currently may have, and later may come into possession of, information with respect to the Transferred Rights, Borrower, any Obligor or any of their Affiliates that is not known to Seller and that may be material to a decision to sell or lease or otherwise encumber the Aircraft Transferred Rights and to retain the Retained Obligations ("Seller Excluded Information"), (ii) Seller has determined to sell the Transferred Rights and to retain the Retained Obligations notwithstanding its lack of knowledge of the Seller Excluded Information and (iii) Buyer shall have no liability to Seller, and Seller waives and releases any claims that it might have against Buyer or any part thereofBuyer Indemnitee whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Seller Excluded Information in connection with the transactions contemplated hereby; provided, however, that the Seller Excluded Information shall not and does not affect the truth or accuracy of Buyer's representations or warranties in this Agreement. (r) Seller is an "accredited investor" as defined in Rule 501 under the Securities Act. Without characterizing the Transferred Rights as a "security" within the meaning of applicable securities laws, Seller has not made any offers to sell, or solicitations of offers to buy, any portion of the Transferred Rights in violation of any applicable securities laws. (s) Seller has provided to Buyer (i) true, correct and complete copies of each Predecessor Transfer Agreement to which Seller is a party and (ii) to the extent and in the form received by Seller from Immediate Prior Sellers, (a) the Credit Documents and (b) the other Predecessor Transfer Agreements. A true and complete list of such Credit Documents and Predecessor Transfer Agreements is set forth on Schedule 2. (t) Other than this Agreement as set forth on Schedule 1, Seller has not received (by set-off or otherwise) or directed to others any payments or other Transfers from or on account of Borrower or any Liens that are to be discharged at ClosingObligor in respect of the Transferred Rights on or after the 95th day preceding the Agreement Date. 5.1.6 This Agreement constitutes the legal, valid (u) Except for consents and binding obligations of Seller waivers given by Lenders generally pursuant to and is enforceable against Seller in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner of the Aircraft as of the date of execution of this Credit Agreement, and at the time of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to the Aircraft, free and clear of all Liens to Purchaser, and Seller will warrant and defend such title forever against all claims and demands whatsoever. 5.1.8 Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft prior to the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into given its consent to change, nor has it waived, any term or provision of any Credit Document or the Predecessor Transfer Agreements, including, without limitation, with respect to the amount or time of any payment of principal or the rate or time of any payment of interest. (v) Seller is not a party to any document, instrument or agreement for commissions(other than any Predecessor Transfer Agreements and the Credit Documents specified in Schedule 2) that could materially and adversely affect the Transferred Rights or Buyer's rights and remedies under this Agreement. 4.2 Except as expressly stated in this Agreement and the Assignment, brokerage fees Seller makes no representations or similar fees warranties, express or implied, with respect to be paid upon transfer the transactions contemplated herein and therein. 4.3 Seller acknowledges that (a) its sale of the Aircraft that would become Transferred Rights to Buyer is irrevocable; (b) Seller shall have no recourse to the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Purchaser.Transferred Rights; and

Seller’s Representations and Warranties. Seller hereby represents and warrants that, to Buyer as of the date hereof, and as of the Closingfollows: 5.1.1 (a) Seller is duly formed foreign corporation, validly existing, and an independent contractor operating in good standing, having Mexico with significant business relationships in the capacity to sue and be sued in its own name, having full power, legal right United States. (b) Seller has all requisite power and authority to carry on its business as currently conductedexecute and deliver this Agreement and those other agreements and instruments required to be executed or delivered under this Agreement, and to executeperform its obligations hereunder, deliver and perform the provisions this Agreement has been duly executed and delivered by each Seller and constitutes, assuming due authorization, execution and delivery of this Agreement; 5.1.2 The execution, deliveryAgreement by Buyer, and any other agreements to be executed and delivered by Buyer pursuant hereto, when fully executed and delivered, will constitute, a valid and binding obligation of each Seller enforceable against it in accordance with their terms, except to the extent that enforcement thereof may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws now or hereafter affecting creditors' rights generally and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (c) Neither the execution and delivery by Seller of this Agreement nor the performance by Seller of this Agreement, and the sale of the Aircraft, has been duly authorized by all necessary action on behalf of Seller and do not its obligations hereunder will (i) conflict with or result in any breach of any provision of the terms Certificate of Incorporation or Bylaws of any corporation or Seller; (ii) result in (with or without the giving of notice or lapse of time or both) a material violation or breach of, or constitute a default or give rise to any right of termination, cancellation or acceleration under any documentof the terms, instrumentconditions or provisions of any Indebtedness, license, lease or Contract or similar instrument or obligation to which any Seller, or agreement by which any of the Intangible Assets, may be bound; or (iii) violate any order, injunction, decree, statute, rule or regulation of any federal, state, local or foreign governmental entity or municipality or subdivision thereof or court, tribunal, commission, board, bureau, agency or legislative, executive, governmental or regulatory authority or agency (a "GOVERNMENTAL AUTHORITY") to which Seller is a party; 5.1.3 The person executing this Agreement on behalf of Seller has full power and authority to do so; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereof) are listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or any Liens that are to be discharged at ClosingBusiness is subject. 5.1.6 This Agreement constitutes (d) Seller owns the legalIntangible Assets and has and will deliver to Buyer, good, valid and binding obligations of Seller and is enforceable against Seller in accordance with its terms subject to applicable bankruptcymarketable title to, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner all of the Aircraft as of the date of execution of this AgreementIntangible Assets, and at the time of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to the Aircraftin each case, free and clear of all Liens to Purchasermortgages, and Seller will warrant and defend such title forever against all claims and demands whatsoever. 5.1.8 Seller has paid any and all taxespledges, feessecurity interests, duties, penaltiesliens (including tax liens), charges, invoicesoptions or other encumbrances of any nature whatsoever (collectively, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft prior to the Closing (“Amounts Owed”"LIENS"), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Purchaser.

Seller’s Representations and Warranties. Seller hereby represents and warrants that, to Purchaser as of the date hereof, and as of the Closingfollows: 5.1.1 (a) Each entity comprising Seller is duly formed foreign corporation, a limited liability company validly existing, existing and in good standing, having standing under the capacity to sue laws of the State of Texas and be sued in its own name, having full power, legal right has all requisite limited liability company power and authority to carry on its business as currently conducted, and to execute, deliver and perform the provisions of this Agreement; 5.1.2 The execution, delivery, and performance by Seller of this Agreement, and to consummate the sale of the Aircraft, transactions contemplated hereby. (b) This Agreement has been duly authorized authorized, executed and delivered by all necessary action on behalf of Seller and do not conflict with or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement to which Seller is a party; 5.1.3 The person executing this Agreement on behalf of Seller has full power and authority to do so; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereof) are listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or any Liens that are to be discharged at Closing. 5.1.6 This Agreement constitutes the legal, valid and binding obligations obligation of Seller and is enforceable against Seller in accordance with its terms subject terms, except to applicable the extent such enforceability may be limited by bankruptcy, reorganization, insolvency, fraudulent conveyance, reorganization, moratorium and or similar laws affecting of general applicability governing the enforceability enforcement of contractual obligations and creditors’ the rights generally and of creditors or by the application general principles of equitable principles by courts equity (regardless of competent jurisdiction, sitting whether considered in a proceeding at law or in equity). (c) The execution and delivery of this Agreement by Seller, and the performance of this Agreement by Seller, have been duly authorized by Seller, and this Agreement is binding on Seller and enforceable against Seller in accordance with its terms. No consent of any creditor, investor, judicial or administrative body, Health Department or other Governmental Authority, or other party to such execution, delivery and performance by Seller is required except as set forth herein. Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in a breach of, default under, or acceleration of, any agreement to which Seller is a party or by which Seller or the Property are bound; andor (ii) violate any restriction, court order, permit, agreement or other legal obligation to which Seller and/or any Facility is subject. 5.1.7 (d) Seller is the lawful beneficial owner of the Aircraft as Transferred Personal Property and the leasehold estate created by the HCN Lease. Except with respect to property owned by HCN and leased to Seller pursuant to the HCN Lease and the Right Click Software (which do not constitute a part of the date Property), the Property includes all property necessary to operate the Facilities (and which is being used to operate the Facilities) as assisted living and memory care facilities. The Facilities are managed by Manager. (e) Seller has delivered to Purchaser true and complete copies of execution all of this the Documents. To the best of Seller’s knowledge, none of the Documents contains any untrue statement of a fact or omits to state a fact necessary to make any statement of fact contained therein not misleading in any material respect. Seller agrees that it will provide to Purchaser within three (3) days of written request of Purchaser any other document or information reasonably available to Seller or within Seller’s control relating to the Facilities. (f) Seller has satisfied all material requirements set forth in the HCN Lease, and neither Seller nor HCN is in default under the HCN Lease. No set of circumstances exists which with the giving of notice or passage of time would constitute an Event of Default (as defined in the HCN Lease) under the HCN Lease. The HCN Lease constitutes the valid and binding obligations of Seller and HCN and is enforceable according to its terms. There are no agreements between (i) Seller or any of Seller’s Affiliates and (ii) HCN or any of HCN’s Affiliates except as set forth in the HCN Lease, loan documents with HCN, the insurance side letter and the side letter concerning the Xxxxxxx Mac financings. (g) The Facilities or their use and operation are not currently in violation of any material applicable Governmental Requirements, licenses, permits and authorizations (including the Permits and the Provider Agreements). (h) Seller has not received any written notice alleging that any Seller is in default under any of the Permits, Provider Agreements, or Service Contracts, nor to the best of Seller’s knowledge does there exist a default (or any event or circumstance which with the giving of notice, passage of time or both would constitute a default) under any of the Permits, Provider Agreements, or Service Contracts. (i) Other than the Management Agreement, and at the time there are no contracts of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title any kind relating to the Aircraft, free and clear of all Liens to Purchaser, and Seller will warrant and defend such title forever against all claims and demands whatsoever. 5.1.8 Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storagemanagement, operation, consumptionmaintenance or repair of the Facilities except for the Service Contracts and Provider Agreements. All of the Service Contracts to which any Seller is party binding or affecting the Facilities are identified on Schedule 5.2(i) attached hereto and made a part hereof and Seller has delivered to Purchaser as part of the Documents true and complete copies of the Service Contracts. (j) To the best of Seller’s knowledge, the Facilities contain no material structural defects or deficiencies and are in good order and repair and are free of insect and rodent infestation. The roofs of the Facilities are free of leaks or other material defects, and all mechanical and utility systems servicing the Facilities (including, but not limited to, HVAC systems) are in good condition and proper working order, free of material defects and are in compliance with all applicable laws and codes. To the best of Seller’s knowledge, the Facilities are free of mold. To the best of Seller’s knowledge, the Transferred Personal Property is in good condition, working order and repair. (k) All water, sewer, gas, electric, telephone, drainage and other utility equipment, facilities and services required by law or necessary for the operation of the Facilities are installed and connected pursuant to valid permits; are adequate to service the Facilities; and to the best of Seller’s knowledge are in good operating condition. Seller has not received any written notice advising of or alleging the existence of any fact or condition that would or could result in the termination or impairment of the furnishing of service to the Facilities of water, sewer, gas, electric, telephone, drainage or other such utility services. (l) Except as disclosed on Schedule 5.2(l) attached hereto and made a part hereof, there are no pending or, to the best knowledge of Seller, threatened, judicial, municipal or administrative proceedings affecting the Facilities, or registration in which Seller or HCN is or will be a party by reason of HCN’s ownership or Seller’s operation of the Aircraft prior Facilities or any portion thereof, including, without limitation, proceedings for or involving collections, condemnation, eminent domain, alleged building code or environmental or zoning violations, or personal injuries or property damage alleged to have occurred at the Closing Facilities or by reason of the condition, use of, or operations at, the Facilities. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending or threatened against Seller nor are any of such proceedings contemplated by Seller. (m) Seller now has in full force and effect the insurance coverages relating to each Facility described on Schedule 5.2(m) attached hereto and made a part hereof (the “Amounts OwedInsurance Policies”), provided . Seller has not received any written notice from any insurance carrier alleging any defects or inadequacies with respect to any Facility that, if Amounts Owed are not yet duecorrected, imposed, levied, would result in termination of insurance coverage or assessed against Seller increase in the normal and customary cost of any or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer all of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of PurchaserInsurance Policies.

Seller’s Representations and Warranties. Seller hereby represents and warrants thatto Buyer as follows, as all of which shall survive the date hereof, and as Closing for a period of the Closingsix (6) months: 5.1.1 (a) Seller is a California limited liability company duly formed foreign corporationorganized, validly existing, existing and in good standingstanding under the laws of the State of California. Subject to the disclosures and other provisions set forth in Section 6.5 below, having Seller has the capacity to sue and be sued in its own namefull right, having full powercapacity, legal right power and authority to enter into and carry on its business as currently conducted, and to execute, deliver and perform out the provisions terms of this Agreement; 5.1.2 The execution, delivery, and performance by Seller of this Agreement, and the sale of the Aircraft, . This Agreement has been duly authorized and executed by all necessary action Seller and the person(s) signing this Agreement on behalf of Seller, and upon delivery to and execution by Buyer shall be a valid and binding agreement of Seller. (b) Seller is not bankrupt or insolvent under any applicable federal or state standard, has not filed for protection or relief under any applicable bankruptcy or creditor protection statute and do has not been threatened by creditors with an involuntary application of any applicable bankruptcy or creditor protection statute. (c) To the current actual knowledge of Seller, subject to the disclosures and other provisions set forth in Section 6.5 below, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, will not conflict with or result in any breach of any of the terms or constitute a default under any documentof the terms, instrument, conditions or provisions of any other agreement to which Seller is a party;party or by which Seller is bound. No consents or waivers of or by any third party are necessary to permit the consummation by Seller of the purchase and sale transaction contemplated by this Agreement. 5.1.3 The person executing this Agreement on behalf (d) To the current actual knowledge of Seller, Seller has full power is in compliance with the requirements of Executive Order No. 133224, 66 Fed. Reg. 49079 (Sept. 25, 2001) (the “Order”) and authority to do so; 5.1.4 Neither it nor any other similar requirements contained in the rules and regulations of its employees (or any assignee as defined in Article 8.7 hereof) are listed by the United States Office of Foreign Assets Control, Department of the Treasury (“OFAC”) and in any enabling legislation or other Executive Orders or regulations in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively called the “Orders”). To the extent of Seller’s actual knowledge, Seller is not: (i) listed on the Specifically Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the “Lists”); (2) a person or entity who has been determined by competent authority to be subject to the United States Department of Commerce prohibitions contained in the Orders; or (3) owned or controlled by, or acts for or on behalf of, any person or entity on the Denied Persons List. There exists no United States prohibition on the transactions contemplated Lists or any other person or entity who has been determined by this Agreement related competent authority to be subject to the identityprohibitions contained in the Orders. (e) There are no leases, citizenshiptenancies or third party occupancy agreements relating to or affecting the Property, location or business of and except for Seller or and except as may be set forth in any documents recorded against the Real Property and subject to the purpose for which disclosures set forth in Section 6.5 below, no party has any rights to occupy, use or possess the Aircraft was previously used;Property. 5.1.5 (f) Seller has not entered into received any other agreements under written notice of any violation of any law, ordinance, regulation, order or requirement applicable to the Property which it has agreed to sell or lease or otherwise encumber the Aircraft or not been cured, and Seller is unaware of any part thereof, other than this Agreement or any Liens that are to be discharged at Closingsuch uncured violation. 5.1.6 This Agreement constitutes (g) Subject to the legaldisclosures set forth in Section 6.5 below, valid there is no litigation or similar proceeding pending, or to Seller’s knowledge, threatened, which relates to the Property. For purposes of Seller’s representations and binding obligations warranties above, the phrase “to the current actual knowledge of Seller Seller,” shall mean the current actual knowledge of Xxxxx Xxxx and is enforceable against Seller in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner of the Aircraft Xxxx Xxxxxx as of the date of execution of this AgreementAgreement by Seller, without any investigation or duty of inquiry, and without any knowledge of any other person being imputed to Xxxxx Xxxx or Xxxx Xxxxxx. Xxxxx Xxxx is the manager of Seller and also has a direct or indirect ownership interest in the Property. Xxxx Xxxxxx is an officer of the property manager that manages the Real Property and also has a direct or indirect ownership interest in the Property. Seller, Xxxxx Xxxx and Xxxx Xxxxxx shall not be charged with constructive, inquiry, imputed or deemed knowledge. In the event of any breach of any representation or warranty of Seller set forth herein, Buyer agrees that neither Xxxxx Xxxx nor Xxxx Xxxxxx shall be personally liable for any damages, losses, liabilities, claims, costs or expenses suffered or incurred by Buyer in connection with such breach of such representation or warranty. The preceding notwithstanding, Seller shall promptly advise Buyer if Seller acquires any information following the Effective Date which would make any of the representations and warranties set forth in Section 6.3 above untrue; provided that it shall not be a breach of such representation or warranty if the new information, event or condition which renders the representation or warranty untrue was not known by Seller as of the Effective Date. If Seller or Buyer acquires any new information following the Effective Date which would (i) make any of the representations or warranties contained in Section 6.3 (a)—(d) untrue in any material respect, then, as Buyer’s sole remedy, Buyer shall have the right to terminate this Agreement by delivery of written notice to Seller and, in the event of such termination, all rights and obligations under this Agreement (except those that expressly survive the termination of this Agreement) shall cease, the Deposit shall be promptly returned to Buyer and Seller shall reimburse Buyer for its out-of-pocket costs incurred in connection with Buyer’s due diligence review and investigation of the Property in an amount not in excess of Fifty Thousand and 00/100 Dollars ($50,000.00) together with interest thereon at the time rate of ten percent (10%) per annum from the date of demand for payment to the date of payment, if payment is not made within ten (10) days after demand therefore, which obligation shall survive termination, or (ii) make any of the Closingrepresentations or warranties contained in Section 6.3 (e)—(g) untrue in any material respect, will cause then, as Buyer’s sole remedy, Buyer shall have the registered owner right to terminate this Agreement by delivery of written notice to Seller and, in the event of such termination, all rights and obligations under this Agreement (except those that expressly survive the termination of this Agreement) shall cease and the Deposit shall be promptly returned to Buyer; provided, however, if the new information causing any representation or warranty to be untrue is based on or caused by an act(s) or omission(s) of Buyer or any of the Aircraftagents, Owner Trusteeemployees, officers, directors, affiliates, contractors, consultants or other representatives of Buyer, then Buyer shall not have the right to convey good and marketable title terminate this Agreement or to receive the Aircraftreturn of any portion of Buyer’s Deposit as provided in this Section based on such representation or warranty that becomes untrue. If, free and clear of all Liens to Purchaser, and Seller will warrant and defend such title forever against all claims and demands whatsoever. 5.1.8 Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft prior to the Closing (“Amounts Owed”)hereunder, provided thatBuyer becomes aware of any facts that make any of the representations or warranties set forth in Section 6.3 untrue, if Amounts Owed are not yet duebut Buyer nevertheless elects to proceed with the Closing hereunder, imposed, levied, or assessed then Buyer shall be deemed to have waived any claim against Seller based on such untrue representation or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer warranty. The provisions of the Aircraft that would become immediately preceding sentence shall survive the obligation Closing. The representations and warranties of Purchaser Seller set forth in this Section 6.3 shall survive the Closing for a period of six (6) months, and Seller shall only be liable to Buyer hereunder for a breach of representation or warranty made by it herein with respect to which a lien on claim is made by Buyer against such Seller before the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor end of Purchasersuch six (6) month period.

Seller’s Representations and Warranties. Seller hereby represents and warrants that, to Buyer as of the date hereof, and as of the ClosingClosing Date that: 5.1.1 (a) Seller is a Delaware corporation duly formed foreign corporationorganized, validly existing, and in good standingstanding under the laws of the state of Delaware, having and is duly qualified to carry on its business in those states where it is required to do so; (b) Subject to the capacity to sue and be sued in its own nameapproval by Seller's parent's (United Energy plc) shareholders, having full power, legal right Seller has all requisite power and authority to carry on its business as currently presently conducted, to enter into this Agreement and the other documents and agreements contemplated hereby, and to execute, deliver and perform the provisions of it obligations under this Agreement; 5.1.2 The execution, delivery, and performance by Seller of this Agreement, Agreement and the sale other documents and agreements contemplated hereby. The consummation of the Aircraft, has been duly authorized by all necessary action on behalf of Seller and do not conflict with or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement to which Seller is a party; 5.1.3 The person executing this Agreement on behalf of Seller has full power and authority to do so; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereof) are listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement will not violate, nor be in conflict with, any provision of its governing documents or any agreement or instrument to which it is a party or by which it is bound (except any provision contained in agreements customary in the oil and gas industry relating to (i) the preferential right to purchase all or any portion of the Assets; (ii) required consents to transfer and related provisions; (iii) maintenance of uniform interest provisions; and (iv) any other third-party approvals or consents contemplated herein), or any judgment, decree, order, statute, rule, or regulation applicable to the identity, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously usedSeller; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof(c) This Agreement, other than this Agreement or any Liens that are and all documents and instruments required hereunder to be discharged executed and delivered by Seller at Closing. 5.1.6 This Agreement constitutes the , constitute legal, valid and binding obligations of Seller and is enforceable against Seller in accordance with its terms respective terms, subject to applicable bankruptcy and other similar laws of general application with respect to creditors; (d) There are no bankruptcy, insolvencyreorganization or receivership proceedings pending, fraudulent conveyancebeing contemplated by, reorganizationor to the actual knowledge of Seller threatened against Seller; (e) The execution, moratorium delivery and similar laws affecting performance of this Agreement and the enforceability transaction contemplated hereunder have been duly and validly authorized by all requisite authorizing action, corporate, partnership or otherwise, on the part of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equitySeller; and 5.1.7 (f) Seller is the lawful beneficial owner of the Aircraft as of the date of execution of has not incurred any obligation or liability, contingent or otherwise, for brokers' or finders' fees in connection with this Agreement, and at the time transaction provided herein, which will be the responsibility of Buyer, any such obligation or liability that might exist shall be the sole obligation of Seller; (g) There are no claims, demands, actions, suits, proceedings (including condemnation, expropriation, or forfeiture proceedings) or governmental investigations or inquiries pending, or to the knowledge of Seller threatened, against Seller, or any Asset (i) seeking to prevent the consummation of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to the Aircraft, free and clear of all Liens to Purchaser, and Seller will warrant and defend such title forever against all claims and demands whatsoever. 5.1.8 Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumptiontransactions contemplated hereby, or registration of (ii) which, singly or in the Aircraft prior to aggregate, would have a material adverse effect the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts OwedAssets. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Purchaser.

Seller’s Representations and Warranties. The Seller hereby represents and warrants that, to the Purchaser as of the date hereof, hereof and as of the ClosingClosing Date, as follows: 5.1.1 (a) The Seller is and Costa Rican Company are companies duly formed foreign corporationorganized, validly existing, and in good standingstanding and qualified to do business under the laws of Costa Rica, having the capacity to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducted, and to execute, deliver and perform the provisions of this Agreement; 5.1.2 The execution, delivery, and performance by Seller of this Agreement, and the sale of the Aircraft, has been duly authorized by all necessary action on behalf of Seller and do not conflict with or result in any breach of any of Costa Rican Company have the terms or constitute a default under any document, instrument, or agreement to which Seller is a party; 5.1.3 The person executing this Agreement on behalf of Seller has full power and authority to do sohold the Lot and to transfer, as provided herein, its interest in the Estate Home and Lot to Purchaser, and the party signing for the Seller has the power and authority to execute and deliver this Agreement and related documents on behalf of the Seller; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereofb) are listed All the documents executed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or any Liens that are to be discharged delivered to Purchaser at Closing. 5.1.6 This Agreement constitutes the Closing are (i) duly authorized, executed, and delivered by Seller and Costa Rican Company; (ii) are legal, valid valid, and binding obligations of Seller and is enforceable against Seller Costa Rican Company and (iii) are sufficient to transfer Seller’s interest in accordance with its terms subject to applicable bankruptcythe Estate Home and Lot through Costa Rican Company; (c) Seller, insolvencythrough Costa Rican Company, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner holder of the Aircraft as of the date of execution of this AgreementEstate Home and Lot, and at the time of the upon Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to the Aircraft, Estate Home and Lot will be transferred to Purchaser free and clear of all Liens to Purchaserliens and encumbrances except for the Permitted Exceptions and the items disclosed under Section 10; (d) Costa Rican Company is a special purpose entity incorporated and wholly-owned by Seller that has not (i) engaged in any business or activity; (ii) incurred any outstanding obligations, and Seller will warrant and defend such title forever against all claims and demands whatsoever. 5.1.8 Seller has paid monetary or otherwise; (iii) entered, either verbally or in written form, in any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from agreements that provide for any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration obligations in favor of any of the Aircraft prior Costa Rican Company’s shareholders, officers, directors or any third parties, except as expressly provided in this Agreement or for purposes of requesting an assignment of the Concession to obtain title to the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or Concession and other activities and documents required in accordance with the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Purchaser.Master Declaration;

Seller’s Representations and Warranties. Seller hereby represents represents, warrants and warrants that, covenants to Buyer as of the date hereof, and as of the Closingfollows: 5.1.1 (a) Seller is duly formed foreign corporationorganized, validly existing, existing and in good standing, having standing under the capacity laws of the State of Delaware and is qualified to sue do business in the Commonwealth of Massachusetts. (b) Seller has all requisite and be sued in its own name, having full power, legal right necessary power and authority to carry on its business as currently conducted, execute and deliver this Agreement and to execute, deliver and perform the provisions of this Agreement;Seller's obligations hereunder. 5.1.2 (c) The execution, delivery, delivery and performance by Seller of its obligations under this Agreement, and the sale of the Aircraft, has been duly authorized by all necessary action on behalf of Seller and do Agreement will not conflict with or result in any a breach of any of the terms or provisions of, or constitute a default (or a condition which, upon notice or lapse of time or both, would constitute a default) under any documentAgreement, instrument, instrument or agreement obligation to which Seller is a party; 5.1.3 The person executing this Agreement on behalf of Seller has full power and authority to do so; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereof) are listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List party or by the United States Department which Seller is bound and will not constitute a violation of Commerce on the Denied Persons List. any law, regulation, order, judgment, writ, injunction or decree applicable to Seller of any court or other governmental authority having jurisdiction over Seller. (d) There exists are no United States prohibition on the transactions contemplated by this Agreement related judgments, actions, suits or proceedings existing or pending (or, to the identityknowledge of Seller, citizenship, location or business of threatened) against Seller or to the purpose for Premises, at law or in equity, before or by any governmental authority having jurisdiction over Seller, which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than could have a material and adverse effect upon its performance of this Agreement or any Liens that are to be discharged at ClosingAgreement. 5.1.6 (e) This Agreement constitutes is the legal, valid legal and binding obligations obligation of Seller and is Seller, enforceable against Seller in accordance with its terms terms, subject to applicable general principles of equity, bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization and other similar laws affecting the enforceability enforcement of contractual obligations contracts generally. (f) There are no current leases or other occupancy agreements in existence, nor are there any tenants, with respect to any portion of the Premises. (g) The Land is the only real property owned by Seller in, the Town of Littleton. (h) There are no suits, actions or proceedings pending or, to the best of Seller's knowledge, threatened against or affecting the Premises before any court or administrative agency or officer which, if adversely determined, would have a materially adverse effect upon the operation or condition, financial or otherwise, of the Premises, including, but not limited to, any eminent domain proceedings, and creditors’ rights generally to the best of Seller's knowledge, Seller is not in default with respect to, nor has notice of violation of, any judgment, order, writ, injunction, rule or regulation of any court or governmental agency or officer to which Seller is subject in any way affecting the Premises or the transactions provided for herein. (i) There are no agreements or contracts, including, without limitation, employment contracts, affecting any of the Premises or any use of the Premises that would not be terminable at will by Buyer without penalty from and by after the application of equitable principles by courts of competent jurisdictionClosing. (j) Other than miscellaneous work which Seller shall pay for in full, sitting at law no work has been done on the Premises which could give rise to any liens under Massachusetts General Laws Chapter 254, and no contracts are outstanding or in equity; and 5.1.7 effect with respect to the doing of any such work. Without limiting the foregoing, Seller is shall remain liable after the lawful beneficial owner delivery of the Aircraft as Deed hereunder for all obligations incurred or contracted by Seller prior to Closing, for labor and materials furnished in connection with work and construction at the Premises. Seller agrees to discharge all such obligations prior to delivery of the date of execution of this AgreementDeed, and at the time of the Closing, but will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to the Aircraft, free and clear of all Liens to Purchaser, and Seller will warrant and defend such title forever indemnify fully Buyer against all claims and demands whatsoeverexpenses (including reasonable attorney's fees) based upon Seller's failure to discharge any or all of such obligations. 5.1.8 (k) Buyer represents, covenants and warrants to Seller that Buyer has paid any the legal right, power and authority to enter into this Agreement and to perform all taxes, fees, duties, penalties, charges, invoicesof its obligations hereunder, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumptionthe execution and delivery of this Agreement and the performance by Buyer of its obligations hereunder: (i) have been duly authorized by all requisite corporation action; and (ii) will not conflict with, or registration result in any breach of, any of the Aircraft prior to terms, covenants and provisions of the Closing (“Amounts Owed”)Buyer's or bylaws or any law or any regulation, provided thatorder, if Amounts Owed are not yet duejudgment, imposedwrit, leviedinjunction or decree of any court of governmental authority, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement instrument to pay any consideration whatsoever, directly which Buyer is a party or indirectly, to any employee, agent or independent contractor of Purchaserby which it is bound.

Seller’s Representations and Warranties. (a) Seller hereby represents and warrants to the Purchaser and the Company that, as of the date hereof, and as of the Closing: 5.1.1 (i) Seller is a corporation duly formed foreign corporation, validly existing, and in good standing, having standing under the capacity laws of the State of Delaware. Seller has the corporate power to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducted, and to execute, deliver enter into and perform the provisions of this Agreement; 5.1.2 Agreement in accordance with its terms. The execution, delivery, delivery and performance by Seller of this Agreement, and including the sale of the AircraftSale Membership Interests to the Purchaser as contemplated hereby, has been duly authorized by all necessary action on behalf of the Seller and do not conflict with or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement to which Seller is a partyCompany.; 5.1.3 The person executing this (ii) This Agreement on behalf of Seller has full power been duly executed and authority to do so; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereof) are listed delivered by the United States Department of Treasury on the Specifically Designated Nationals Seller and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or any Liens that are to be discharged at Closing. 5.1.6 This Agreement constitutes the legal, valid and binding obligations obligation of Seller and is the Seller, enforceable against the Seller in accordance with its terms terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting the enforceability enforcement of contractual obligations and creditors’ rights generally and by the application to general equity principles; (iii) Schedule II is a true, correct, and complete list of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner all Organizational Documents of the Aircraft as Company; (iv) The sale of the date Sale Membership Interests as contemplated hereby does not violate any preemptive or similar rights of execution of this Agreement, and at any person under the time Organizational Documents of the ClosingCompany or any agreement, will cause arrangement or other understanding to which either the registered owner Seller or the Company is a party or by which either of them is bound or the Aircraft, Owner Trustee, to convey Sale Membership Interests are subject; (v) Seller has good and marketable valid title to the AircraftMembership Interests, including the Sale Membership Interests, free and clear of all Liens to Purchaserliens, and Seller will warrant and defend such title forever against all claims and demands whatsoever. 5.1.8 Seller has paid any and all taxes, fees, duties, penaltiespledges, charges, invoicessecurity interests, rights of first refusal, purchase options, or other Encumbrances of any kind; (b) All representations and statements arising warranties made to Seller’s knowledge in this Agreement are made based on the actual knowledge of Xxxxx Xxxxxxxxxx, without any duty to review or investigate the matters to which such knowledge, or the absence thereof, pertains and with no imputed knowledge whatsoever, whether from any purchasepartner, saleofficer, deliverydirector, transfermember, possessions, use, storage, operation, consumptionshareholder, or registration employee of the Aircraft prior to the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, Seller. Xxxxx Xxxxxxxxxx shall have no personal liability arising out of any representations or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owedwarranties made herein. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Purchaser.

Seller’s Representations and Warranties. Seller hereby represents and warrants thatthat to Seller’s knowledge, as of the date hereofClose of Escrow: (a) there is no pending (nor has Seller received notice of any threatened) action, litigation, condemnation or other proceeding against the Property or against Seller with respect to the Property; (b) there is no tenant or occupant in possession of any part of the Property [If this is not correct, please notify the Agency]; (c) Seller is not insolvent and has not filed for protection under the bankruptcy laws of the United States; and (d) there is no lease, license, permit, option or right of first refusal, written or oral, which affects the Property, except as disclosed in the preliminary title reports. As used herein, the phrase “to Seller’s knowledge,” means the actual (not constructive or imputed) personal knowledge of the management employees of Seller with knowledge of the Property. Seller further represents and warrants that this Agreement shall at the time of its delivery: (i) have been duly authorized, executed, and as delivered by Seller; (ii) be the binding obligations of the Closing: 5.1.1 Seller is duly formed foreign corporationSeller; (iii) be sufficient to transfer all of Seller's right, validly existing, title and interest in good standing, having the capacity to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducted, and to execute, deliver the Property; and perform (iv) not be in violation of the provisions of this Agreement; 5.1.2 The execution, delivery, and performance by Seller of this Agreement, and the sale of the Aircraft, has been duly authorized by all necessary action on behalf of Seller and do not conflict with or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement to which Seller is a party; 5.1.3 The person executing party or which affects the Property. Seller further represents and warrants that the persons who have executed this Agreement on behalf of Seller has full power and authority are duly authorized to do so; 5.1.4 Neither it nor any , that Seller has the legal right to enter into this Agreement and to perform all of its employees (or any assignee as defined in Article 8.7 hereof) are listed by the United States Department of Treasury on the Specifically Designated Nationals terms and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by conditions, and that this Agreement related to the identity, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or any Liens that are to be discharged at Closing. 5.1.6 This Agreement constitutes the legal, valid and binding obligations of Seller and is enforceable against Seller in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner of the Aircraft as of the date of execution of this Agreement, and at the time of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to the Aircraft, free and clear of all Liens to Purchaser, and Seller will warrant and defend such title forever against all claims and demands whatsoeverterms. 5.1.8 Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft prior to the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Purchaser.

Seller’s Representations and Warranties. Seller hereby represents and warrants to its actual knowledge to Purchaser that: (a) Seller is a limited partnership, as is duly organized under the laws of the date hereof, State of Texas and as of has the Closing: 5.1.1 Seller is duly formed foreign corporation, validly existing, and in good standing, having the capacity power to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducted, enter into this Agreement and to executeexercise and deliver this Agreement and to perform all duties and obligations imposed upon it hereunder. (b) Seller has obtained all necessary partnership authorizations required in connection with the execution, deliver delivery and perform the provisions performance of this Agreement and has obtained the consent of all entities and parties necessary to bind Purchaser to this Agreement;. 5.1.2 The execution, delivery, and performance by Seller (c) Neither the execution nor the delivery of this Agreement, and nor the sale consummation of the Aircraftpurchase and sale contemplated hereby, has been duly authorized by all necessary action on behalf nor the fulfillment of Seller or compliance with the terms and do not conditions of this Agreement conflict with or will result in any the breach of any of the terms or constitute a default under any documentterms, instrumentconditions, or provisions of any agreement or instrument to which Seller Seller, or any partner or related entity or affiliate of Purchaser, is a party;party or by which Seller, any partner or related entity or affiliate of Seller, or any of Seller's assets is bound. 5.1.3 (d) The Rent Roll prepared by Seller, the Operating Statements prepared by Seller, accurate and complete in all material respects. (e) Neither Seller nor any person executing this Agreement on behalf in the employ of Seller has full power received any written notice of any lawsuits, claims, condemnation, zoning violations, or other adverse claims pending or threatened affecting the Property. (f) At the Closing there will be no unpaid bills or claims in connection with any repair of the Improvements other than any unpaid bills or claims arising in the ordinary course of business, payable in a normal billing cycle. (g) Seller is not a foreign person within the meaning of Sections 1445 and authority to do so; 5.1.4 Neither it nor any 7701 of its employees the Internal Revenue Code of 1986 ("IRS"), i.e., Seller is not a non-resident alien, foreign corporation, foreign partnership, foreign trust or any assignee foreign estate (as those terms are defined in Article 8.7 hereofthe IRS and Income Tax Regulations). (h) are listed by At the United States Department of Treasury Closing there will be no outstanding and unpaid tenant improvement costs or real estate lasing commissions in connection with any Leases in existence on the Specifically Designated Nationals Effective Date. (i) The Property is in compliance with all applicable laws, ordinances, regulations, statutes, rules and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related restrictions relating to the identity, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or any Liens that are to be discharged at ClosingProperty. 5.1.6 This Agreement constitutes the legal, valid and binding obligations of Seller and is enforceable against Seller in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner of the Aircraft as of the date of execution of this Agreement, and at the time of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to the Aircraft, free and clear of all Liens to Purchaser, and Seller will warrant and defend such title forever against all claims and demands whatsoever. 5.1.8 Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft prior to the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Purchaser.

Seller’s Representations and Warranties. Seller hereby Each Seller, severally and not jointly, as to itself and the interest it owns, represents and warrants that, to Buyer as of the date hereof, and as of the ClosingClosing Date that: 5.1.1 (a) Seller is organized as a Delaware limited partnership duly formed foreign corporationorganized, validly existing, and in good standingstanding under the laws of the State of Delaware, having the capacity and is duly qualified to sue and be sued carry on its business in its own name, having full power, legal right those states where it is required to do so. (b) Seller has all requisite power and authority to carry on its business as currently presently conducted, to enter into this Agreement and the other documents and agreements contemplated hereby, and to execute, deliver and perform the provisions of its obligations under this Agreement; 5.1.2 The execution, delivery, and performance by Seller of this Agreement, Agreement and the sale other documents and agreements contemplated hereby. The consummation of the Aircraft, has been duly authorized by all necessary action on behalf of Seller and do not conflict with or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement to which Seller is a party; 5.1.3 The person executing this Agreement on behalf of Seller has full power and authority to do so; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereof) are listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement will not violate, nor be in conflict with, any provision of its governing documents or any agreement or instrument to which it is a party or by which it is bound (except any provision contained in agreements customary in the oil and gas industry relating to (1) the Preferential Purchase Rights (defined below) affecting all or any portion of the Assets; (2) required consents to transfer and related provisions; (3) maintenance of uniform interest provisions; and (4) any other third-party approvals or consents contemplated herein), or any judgment, decree, order, statute, rule, or regulation applicable to the identity, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously usedSeller; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof(c) This Agreement, other than this Agreement or any Liens that are and all documents and instruments required hereunder to be discharged executed and delivered by Seller at Closing. 5.1.6 This Agreement constitutes the , constitute legal, valid and binding obligations of Seller and is enforceable against Seller in accordance with its terms respective terms, subject to applicable bankruptcy and other similar laws of general application with respect to creditors; (d) There are no bankruptcy, insolvencyreorganization or receivership proceedings pending, fraudulent conveyancebeing contemplated by, reorganizationor, moratorium to the knowledge of Seller, threatened against Seller; (e) The execution, delivery and similar laws affecting performance of this Agreement and the enforceability transaction contemplated hereunder have been duly and validly authorized by all requisite authorizing action, corporate, partnership or otherwise, on the part of contractual obligations Seller; (f) The Assets are not subject to any liens, security interests or mortgages of any kind or nature other than those that will be released prior to or on Closing;, (g) All payments (including all delay rentals, royalties, shut-in royalties and creditors’ rights generally valid calls for payment or prepayment under operating agreements) owing under any Lease or other agreement referenced in Schedule 1.17(c) have been and are being made (timely, and before the same became delinquent) by the application of equitable principles by courts of competent jurisdictionSeller, sitting at law or in equity; and 5.1.7 and Seller is the lawful beneficial owner not in default in any material respect of the Aircraft any obligation under any Lease or other agreement referenced in Schedule 1.17(c) and, to Seller’s knowledge, no such default has been asserted as of the Effective Time, the date of execution of this Agreement, and at the time Agreement or as of the Closing, will cause the registered owner Closing Date; (h) The operation of the AircraftAssets has been in accordance with prevailing industry standards and is in compliance with all applicable statutes, Owner Trusteelaws, to convey good and marketable title to the Aircraftordinances, free and clear regulations, rules, rulings, orders, writs, injunctions, decrees or other official acts of all Liens to Purchaseror by any governmental authority (“Laws”), and Seller will warrant and defend such title forever against all claims and demands whatsoever. 5.1.8 Seller has paid received no written notice of any and all taxes, fees, duties, penalties, charges, invoicesdefault under, and statements arising from to Seller’s knowledge no condition exists that with notice or lapse of time or both would constitute a default under, any purchaseLaw; (i) Seller possesses all licenses, salepermits, deliverycertificates, transferorders, possessions, use, storage, operation, consumption, approvals and authorizations necessary to own and operate the Assets and to carry on business as now being conducted; (j) All taxes based on or registration measured by the ownership of any Asset or the Aircraft prior to production of hydrocarbons or the Closing (“Amounts Owed”), provided that, if Amounts Owed receipt of proceeds therefrom which are not yet due, imposed, levied, or assessed against due and payable by Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, any operator of any Asset have been paid or assessed and will defend and hold Purchaser harmless from such Amounts Owed.are currently being contested in good faith; 5.1.9 (k) Seller has not entered into received written notice of any actual or threatened taking of any part of the Assets by reason of condemnation; (l) There is no pending action, suit, proceeding, arbitration, claim or investigation by any person, entity, administrative agency or governmental body, pending or, to Seller’s knowledge, threatened against Seller relating to the Assets or against third parties but otherwise impacting Seller’s interests in the Assets as of the Effective Time, the date of this Agreement or as of the Closing Date; (m) No third party has any option to purchase or similar right under any agreement with respect to production of hydrocarbons attributable to Seller’s interest in any Asset except as set forth on Schedule 4(m). (n) Except as set forth on Schedule 4(n), there are no existing commitments or obligations or authorities for commissionsexpenditure for which Buyer will be liable to pay costs or expenses in excess of $50,000.00 for the drilling, brokerage fees completing, equipping, maintaining, deepening, side tracking, reworking or similar fees plugging and abandonment of any Asset or other costs or expenses arising from or relating to be paid upon transfer the ownership of the Aircraft that would become the obligation of Purchaser or a lien any Asset, and no operation has been proposed on the Aircraft nor does any Asset for which Seller have has not yet responded. (o) The Assets are not subject to any Preferential Purchase Rights except as set forth on Schedule 4(o); (p) With respect to any agreement or contract for the sale of hydrocarbons affecting or relating to the Assets (the “Sales Contracts”): o Seller is not obligated by virtue of (i) any prepayment arrangement, (ii) a “take-or-pay” or similar provision, (iii) a production payment, or (iv) any other arrangement to pay any consideration whatsoever, directly deliver hydrocarbons produced from the Assets at some future time without then or indirectly, to any employee, agent or independent contractor of Purchaserthereafter receiving full payment therefor.

Seller’s Representations and Warranties. (a) Seller hereby represents and warrants to Purchaser that: (i) Seller owns good and marketable fee simple title to the Property, as and no party has the right or option to acquire all or any portion of the date hereofProperty, other than Purchaser pursuant to the terms of this Agreement, (ii) Seller has the full right, power, and as authority, without the joinder of the Closing: 5.1.1 Seller is duly formed foreign corporationany other person or entity, validly existingto enter into, execute and in good standing, having the capacity to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducteddeliver this Agreement, and to execute, deliver perform all duties and perform the provisions of obligations imposed on Seller under this Agreement;, 5.1.2 The execution, delivery, and performance by Seller (iii) neither the execution nor the delivery of this Agreement, and nor the sale consummation of the Aircraftpurchase and sale contemplated hereby, has been duly authorized by all necessary action on behalf nor the fulfillment of Seller or compliance with the terms and do not conditions of this Agreement conflict with or will result in any the breach of any of the terms or constitute a default under any documentterms, instrumentconditions, or provisions of any agreement or instrument to which Seller is a party or by which Seller or any of Seller’s assets is bound, (iv) there is no existing or pending (or to Seller’s Knowledge threatened) litigation affecting Seller or the Property, (v) to Seller’s Knowledge there does not exist, and Seller has not received any written notice of, any violation of any governmental requirements (including “Environmental Requirements”, as defined below) concerning the Property, which have not been remedied, (vi) to Seller’s Knowledge there does not exist, and Seller has not received, with respect to the Property, written notice from any governmental authority regarding any change to the zoning classification, any condemnation proceedings or proceedings to widen or realign any street or highway adjacent to the Property or that otherwise affects the Land or the Improvements, (vii) there are no service contracts, equipment leases and/or maintenance agreements affecting the Property, other than Contracts, if any, hereafter approved in writing by Purchaser pursuant to Section 5.3 below, (viii) Seller is not a “foreign person” within the meaning of Sections 1445 and 7701 of the Internal Revenue Code of 1986, as amended, (ix) there are and will be no parties in possession of, or claiming any possession to, any portion of the Property, other than tenants under Leases, if any, hereafter approved in writing by Purchaser pursuant to Section 5.3 below, as reflected on the rent roll to be provided by Seller to Purchaser at Closing (the “Rent Roll”), (x) at Closing there will be no unpaid bills or claims in connection with any construction or repair of the Property by or on behalf of Seller that could result in the filing of a lien against the Property, (xi) the Rent Roll shall be true, correct and complete in all material respects and no concessions, discounts or other periods of free or discounted rent shall have been given other than those reflected on such Rent Roll, (xii) all information delivered by Seller to Purchaser pursuant to Section 4.1 hereof, is true, correct and complete in all material respects, (xiii) Seller has not received any written or verbal notice or request from any insurance company or board of fire underwriters (or any organization exercising functions similar thereto) requesting the performance of any work or alterations with respect to the Property, except those as to which Seller has completed remedial action which has been formally accepted as sufficient by such authority or insurer, (xiv) there are no employment agreements of any kind to which Seller is a party;, including union or collective bargaining agreements, which will be binding on Purchaser after the Closing, 5.1.3 The person executing this Agreement (xv) the Improvements will be, and as of the Closing Date shall have been, constructed in material conformance with the Plans and Specifications, (xvi) the Improvements, following completion, shall be free from the presence or suspected presence of any form of mold, including those producing mycotoxins, specifically including, but not limited to, Aspergillus, Penicillium, and Stachybotrys, (xvii) to Seller’s Knowledge, there are no underground storage tanks located on behalf or under the Property, there are no conditions on, at or relating to the Property which are in non-compliance with “Environmental Requirements” (as defined below) or otherwise adversely affect the Property, and there are no “Hazardous Materials” (as defined below) on, in or under the Property in quantities that require reporting, investigation or remediation under Environmental Requirements, and to Seller’s Knowledge there does not exist, and Seller has received no notice, regarding any environmental contamination on, at or adjacent to the Property. Notwithstanding the foregoing, Seller hereby discloses to Purchaser that during the course of constructing the Improvements Seller installed underground storm water retention tanks to comply with the approved Storm Water Prevention Plan for the Property and in accordance with the Plans and Specifications, (xviii) on or before Closing, Seller shall obtain all necessary certificates, licenses and other approvals, governmental and otherwise, necessary for the operation of the Property and the conduct of its business and all required zoning, building code, land use, environmental and other similar permits or approvals, all of which, as of the Closing, shall be in full force and effect and not subject to revocation, suspension, forfeiture or modification, (xix) to Seller’s Knowledge the Property is legally compliant and conforms with all applicable zoning laws, rules and regulations, (xx) Seller is in compliance with the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 23, 2001) (the “Executive Order”) and other similar requirements contained in the rules and regulations of the office of Foreign Assets Control, Department of the Treasury (“OFAC”) and in any enabling legislation or other Executive Orders or regulations in respect thereof (the Executive Order and such other rules, regulations, legislation, or orders are collectively called the “Foreign Asset Orders”). Neither Seller nor any beneficial owner of Seller has full power and authority to do so; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereofa) are is listed by the United States Department of Treasury on the Specifically Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Executive Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Foreign Asset Orders (such lists are collectively referred to as the “OFAC Lists”) or (b) is a person who has been determined by competent authority to be subject to the United States Department of Commerce prohibitions contained in the Foreign Asset Orders; or (c) is owned or controlled by, or acts for or on behalf of, any person on the Denied Persons List. There exists no United States prohibition on the transactions contemplated OFAC Lists or any other person who has been determined by this Agreement related competent authority to be subject to the identityprohibitions contained in the Foreign Asset Orders, citizenshipor any other anti-terrorism or anti-money laundering laws or regulations, location including, without limitation, the Bank Secrecy Act, as amended, or business the Money Laundering Control Act of Seller 1986, as amended, (xxi) there are no Leases, Tower Leases or to Billboard Leases affecting the purpose for which Property other than those approved in writing by Purchaser, (xxii) the Aircraft was previously used;Plans and Specifications include the unit mix set forth on Exhibit “K” attached hereto, and 5.1.5 (xxiii) Seller has not entered into any obtained all building permits and other agreements under which it has agreed governmental approvals as may be necessary to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or any Liens that are to be discharged at Closing. 5.1.6 This Agreement constitutes the legal, valid commence and binding obligations of Seller and is enforceable against Seller in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner complete construction of the Aircraft as Improvements, and further has obtained all necessary financing to enable Seller to complete construction of the date of execution of this Agreement, and at the time of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to the Aircraft, free and clear of all Liens to Purchaser, and Seller will warrant and defend such title forever against all claims and demands whatsoeverImprovements. 5.1.8 Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft prior to the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Purchaser.

Seller’s Representations and Warranties. Except as otherwise set forth in Schedule A, Seller hereby represents and warrants to Buyer that, as of the date hereof, Effective Date and as of the Closing: 5.1.1 Closing Date: (i) Seller or its affiliate is duly formed foreign corporationthe lawful, validly existingbeneficial and exclusive owner of the Purchased Assets, and in good standing, having Seller will have the capacity unrestricted right to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducted, and to execute, deliver and perform the provisions of this Agreement; 5.1.2 The execution, delivery, and performance by Seller of this Agreement, and sell or cause the sale of such Purchased Assets and to assign the Aircraft, has been duly authorized by all necessary action on behalf of Seller and do not conflict with or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement Station Contracts to which Seller is a party; 5.1.3 The person executing this Agreement on behalf of Seller has full power and authority to do so; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereof) are listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or any Liens that are to be discharged at Closing. 5.1.6 This Agreement constitutes the legal, valid and binding obligations of Seller and is enforceable against Seller in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner of the Aircraft as of the date of execution of this Agreement, and at the time of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to the Aircraft, Buyer free and clear of all Liens Liens; (ii) this Agreement has been duly authorized and approved by all required corporate action of Seller; (iii) neither the execution nor the delivery of this Agreement nor the consummation of the transaction contemplated hereby will conflict with, or result in any violation or default under, any term of the articles of incorporation, organizational documents, or by-laws of Seller, or any agreement, mortgage, indenture, license, permit, lease or 3 other instrument, judgment, decree, order, law or regulation by which Seller is bound; (iv) the Purchased Assets are in good working order and repair, subject to Purchaserordinary wear and tear, and are sufficient to operate the Stations as currently operated by Seller and to the best of Seller's knowledge there are no material changes in the Equipment transferred with the System as listed on the summary of Licenses and Equipment attached to Schedule A; (v) Seller is the lawful grantee of the Licenses and has the right, upon grant of FCC Consent thereto, to assign the Licenses to Buyer; (vi) the Licenses are valid and in good standing with the FCC, and Seller is in compliance in all material respects with all statutes, rules, and regulations concerning construction, loading, and spacing of the Licenses or the facilities associated therewith, and all other federal statutes, Rules, regulations, and policies of the FCC applicable to Seller, the Licenses, or the Stations (collectively, the "Laws"); (vii) the Stations are not currently short-spaced by any third party, nor, after the execution of this Agreement by both Parties, will warrant they be short-spaced by any third parties, or will they be subject to or operating under any agreement encumbering any of the Licenses or any FCC waiver of otherwise applicable Laws; (viii) there is no pending or, to the best of Seller's knowledge, threatened action by the FCC or any other governmental agency or third party to suspend, revoke, terminate or challenge any of the Licenses or otherwise investigate the operation of the Stations; (ix) no person or entity holds or has been granted a right of first refusal or other right or option to purchase the Purchased Assets, the Stations or any part thereof; (x) the Stations are fully constructed and defend such title forever against operational as required by the Laws; (xi) all claims information provided by Seller to Buyer concerning the Stations, the Licenses, the Purchased Assets and demands whatsoever. 5.1.8 the assumed liabilities listed on Schedule A including, but not limited to, all historical financial information, are true and complete in all material respects and there has been no material decrease in the revenue generated from the System as reflected in the October 2004 financials and subsequent transmittals from Seller to Buyer through the Interim Closing; (xii) Seller is not in default under any of the Station Contracts; (xiii) all Station Contracts and customer contracts are fully assignable by Seller to Buyer, subject to the Parties obtaining any necessary third party consents to the assignment thereof and (xiv) Seller has paid any all applicable federal, state and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration local taxes due and/or payable with respect to the operation of the Aircraft System prior to the Interim Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Purchaser.

Seller’s Representations and Warranties. Seller hereby represents --------------------------------------- and warrants to Buyer that: (a) to the best knowledge and belief the Buyer shall receive, pursuant to this Agreement as of the Closing Date, complete and exclusive right, title, and interest in and to the F.F.&E. And all tangible and intangible property rights existing in the Software and Domain Names, free and clear of any and all Liabilities, including, without limitation, any claims asserted by SII, Shareholders or its Affiliates, except for those interests of third parties pursuant to existing agreements as set forth in Section 6 of this Agreement; (b) the Seller has acquired, through a proceeding under Article 9 of the Uniform Commercial Code of the State of California, the property listed in Exhibit B hereof from SII. The Seller has not conducted any investigation of the property and can only warrant that to the best of its knowledge and belief, the proceeding under Article 9 was properly held and Seller has acquired whatever interest SII held in the property described in Exhibit B hereof. Subject to the limitations of the above, Seller hereby represents and warrants that, to the best of Seller's knowledge and belief that Buyer shall receive pursuant to this Agreement as of the date hereofClosing Date, all of Seller's right, title and interest in and to the F.F.&E. And all of Seller's tangible and intangible property rights existing in the software and Domain Names. (c) to the best knowledge and belief of Seller, all personnel, including employees, agents, consultants, and as contractors, who have contributed to, or participated in, the conception and development of the Closing:software either (1) have been party to a formal, written, work-for-hire agreement with the developer of the Software that has accorded the developer of the Software full, effective, and exclusive original ownership of all tangible and intangible property arising with respect to the Software, notwithstanding the contribution of any such third parties, or (2) have executed appropriate instruments of assignment in favor of the developer of the Software as assignee that have conveyed to the developer of the Software full, effective, and exclusive ownership of all tangible and intangible property thereby arising with respect to the Software, notwithstanding the contribution of any such third parties; 5.1.1 (d) except as identified in the schedules set forth in Exhibit "H", attached hereto and incorporated herein by this reference, Seller has made no agreements or arrangements in effect with respect to the marketing, distribution, licensing, or promotion of the Software by any independent salesperson, distributor, sublicensor, or other remarketer or sales organization. (e) Seller, as a shareholder in Buyer, shall be subject to the terms and conditions applicable to the shareholders of the Buyer, pursuant to its Articles of Incorporation, By- Laws, Shareholder Agreement, or any other such instruments, now promulgated, or as may be promulgated in the future, relating to the ownership of such equity interests in Buyer. (f) Seller is duly formed foreign corporationorganized, validly existing, existing and in good standing, having standing under the capacity to sue laws of the State of California and be sued in its own name, having full power, legal right has all requisite power and authority to own, lease and operate its properties and to carry on its business as currently conductednow being conducted or contemplated. Seller has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to execute, deliver and perform consummate the provisions of this Agreement;transaction contemplated hereby. 5.1.2 (g) The execution, deliverydelivery and performance by Seller, and the consummation of the transactions contemplated hereby, have been duly and validly authorized b all necessary action on the part of Seller. This Agreement has been duly and validly executed and delivered by Seller and, when executed and delivered in accordance with its terms, shall constitute the valid and binding obligations of Seller, enforceable in accordance with the terms thereof. Neither the execution, delivery or performance by Seller of this Agreement, and Agreement nor the sale consummation by Seller of the Aircrafttransactions contemplated hereby, has been duly authorized nor compliance by all necessary action on behalf of Seller and do not conflict with any provision hereof will (i) violate or result in any a breach of any provision of the terms Articles of Organization and Operating Agreement of Seller, in each case as in effect of the date hereof, (ii) conflict with any law, statute, ordinance, rule, regulation, order, writ, judgment, injunction, award, decree, concession, grant, franchise, restriction or constitute a default under agreement of, form or with any documentgovernmental authority applicable to Seller. No permit, instrumentconsent or approval of or by, or agreement to which Seller any notification of or filing with, any person or entity is a party; 5.1.3 The person executing this Agreement on behalf required in connection with the execution, delivery or performance by Seller, or the consummation of Seller has full power and authority to do so; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereof) are listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or any Liens that are to be discharged at Closinghereby. 5.1.6 This Agreement constitutes the (h) There are no outstanding orders, judgments, injunctions, awards or decrees of any court or other governmental authority or arbitration tribunal against Seller. Seller is not in default of any such order, judgment, injunction, award or decree. There are no action, suits, claims, investigations or legal, valid and binding obligations of Seller and is enforceable administrative or arbitration proceedings pending or threatened against Seller in accordance with its terms subject to applicable bankruptcySeller, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting whether at law or in equity; and, whether civil or criminal in nature, or whether before or by any court or other governmental authority. 5.1.7 (i) To the best knowledge and belief of Seller, Seller is the lawful beneficial owner has no Liabilities or obligations of the Aircraft as of the date of execution of this Agreementany nature, whether absolute, accrued, contingent or otherwise, and at whether due or to become due (including, without limitation, any liability for taxes and interest, penalties and other charges payable with respect to any such liability or obligation) which would affect the time of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to the Aircraft, free and clear of all Liens to Purchaser, and Seller will warrant and defend such title forever against all claims and demands whatsoever. 5.1.8 Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft prior to the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller Buyer or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, Assets or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Purchaser or the Buyer as a lien on result of the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Purchasertransactions consummated hereby.