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

Seller’s Representations and Warranties. Seller hereby represents and warrants to Parent, and agrees, that: 5.1 Hercules is the exclusive legal and beneficial owner of the Obligations and the Loan Documents. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entity. 5.2 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacity, and authority to execute and deliver this Agreement and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewith. 5.5 The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement do not and will not: (a) violate any Laws presently in effect having applicability to Seller or any property of Seller; (b) result in a breach or constitute a default under any agreement to which Seller is subject; or (c) require any Permits. 5.6 This Agreement constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As of the date of this Agreement, the outstanding Obligations are set forth on Schedule 1 of this Agreement. 5.8 Seller has (a) given written instructions to any financial institution subject to agreements that (i) require automatic or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writing. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated thereby.

Seller’s Representations and Warranties. Seller hereby represents and warrants to ParentBuyer as follows: (a) Seller is duly incorporated, validly existing, and agrees, that: 5.1 Hercules is in good standing under the exclusive legal and beneficial owner laws of the Obligations State of California and the Loan Documents. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entity. 5.2 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacity, full power and authority to execute execute, deliver, and deliver perform its obligations under this Agreement and all instruments required to perform its obligations hereunder and under each other agreement that Seller may execute and deliver be delivered by Buyer hereunder. All requisite authorizing action has been taken by Buyer in connection herewithwith the execution and delivery of this Agreement and the consummation of this transaction. 5.5 (b) The execution, delivery and performance of this Agreement and by Seller will not (1) violate or conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation of any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict with, or result in the consummation breach of the transactions contemplated by this Agreement do not and will not: (a) violate any Laws presently in effect having applicability to Seller or any property of Seller; (b) result in a breach provisions of, or constitute a default under under, any agreement material agreement, license, permit, or other instrument to which Seller is subject; a party or is bound. (c) require Except as disclosed herein, there is neither pending nor, to Seller’s knowledge, threatened against Seller, the Property, or any Permits. 5.6 This Agreement constitutes part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the legaluse, valid and binding obligation value or operation of the Property following the Closing, or (ii) enjoin or restrict the right or ability of Seller enforceable against Seller in accordance with to perform its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As of the date of this Agreement, the outstanding Obligations are set forth on Schedule 1 of obligations.under this Agreement. 5.8 (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, Seller has (a) given received no written instructions to notification from any financial institution subject to agreements that governmental authority (i) require automatic that the Property or other account sweep arrangements whereby funds any part thereof is in violation of the Borrowers are transferred to accounts owned any applicable law, ordinance, rule, regulation, or controlled by the Seller and/or that judicial or administrative order or ruling, or (ii) restrict that the Borrowers’ withdrawal condemnation of the Property is contemplated or being considered. (e) Except as disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights with respect in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of their accounts, Hazardous Materials under any Environmental Laws (as those terms are defined in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writingAgreement for Environmental Conditions). 5.9 Except (g) Seller is not a foreign person or entity, as expressly provided described in the Foreign Investments in Real Property Tax Act, Section 1445 of the Code. (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained in this Section 59.1 with the individual identified in this Section 9.1(j), Parent acknowledges that who is named herein to define the Sale is without representation, recourse or warranty, expressed or implied. In particularscope of Seller’s knowledge, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) who shall not have any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated therebypersonal liability hereunder.

Seller’s Representations and Warranties. Seller hereby represents and warrants to ParentPurchaser, and agrees, thatas follows: 5.1 Hercules is the exclusive legal and beneficial owner of the Obligations and the Loan Documents. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entity. 5.2 6.1.1 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacity, power and authority to execute enter into this Agreement, and deliver the right, power and authority to convey the Property in accordance with the terms and conditions of this Agreement. The execution and entry into this Agreement, the execution and delivery of the documents and instruments to be executed and delivered by Seller on the Closing Date and the performance by Seller of Seller’s duties and obligations under this Agreement and to perform its obligations hereunder and under each of all other agreement that Seller may execute and deliver in connection herewith. 5.5 The execution, delivery and performance of this Agreement and acts necessary for the full consummation of the transactions purchase and sale of the Property as contemplated by this Agreement do herein, are not in violation of, and will not: (a) violate not create any Laws presently in effect having applicability to Seller adverse condition under, any contract, agreement or any property of Seller; (b) result in a breach or constitute a default under any agreement other instrument to which Seller is subject; a party, or any judicial order or judgment of any nature by which Seller is bound. Seller is not a single-purpose entity and has a tangible net worth, exclusive of its interest in the Property, at least equal to the Cap Amount (cas hereinafter defined) require any Permitsand Seller agrees to maintain such minimum tangible net worth at least through the survival period set forth herein. 5.6 This Agreement constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As of the date of this Agreement, the outstanding Obligations are 6.1.2 Except as set forth on Schedule 1 Exhibit 6.1.2, Seller has received no written notice of this Agreementany pending action by any governmental authority or agency having the power of eminent domain, which might result in any part of the Property being taken by condemnation or conveyed in lieu thereof. Seller shall, promptly upon receiving any such notice, give Purchaser written notice thereof. 5.8 Seller has (a) given written instructions to 6.1.3 Except for routine rent collection matters arising under any financial institution subject to agreements that (i) require automatic or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights tenant leases with respect to the accounts subject Property, Seller has received no written notice of any action, suit or proceeding pending or threatened in writing against, by or affecting the Property or Seller’s right to such agreementstransfer the Property or the title of the Property. 6.1.4 To Seller’s knowledge, the Rent Roll attached hereto as Exhibit “F” and incorporated herein by this reference is true, correct and complete in all material respects as of the date set forth therein. 6.1.5 At Closing Seller shall terminate, and be responsible for any payments due with respect thereto, all contracts affecting the Property, except for the contracts and agreements listed or described on Exhibit “E” attached hereto and incorporated herein by this reference (bthe “Service Contracts”) which, to the Borrowers extent of any obligations arising thereunder after Closing, shall be assumed by, and each become the responsibility of, Purchaser at Closing. 6.1.6 Seller has no knowledge and has not received written notice of violation of any applicable federal, state or local laws pertaining to environmental matters, building codes or other uses of the Property nor of any violation of any private declaration, covenant or restriction affecting the Property. 6.1.7 Except as may be set forth in any environmental report delivered by Seller to Purchaser as part of the Due Diligence Items, Seller has no knowledge of any Hazardous Materials (as hereinafter defined) which exist on or about the Property, or of any conditions which exist which do or may cause a violation of any Environmental Laws (as hereinafter defined). 6.1.8 Attached hereto as Exhibit “E” and incorporated herein by this reference is a complete and accurate list of all of the Service Contracts. To the best of Seller’s knowledge, all such financial institution Service Contracts are and shall be in full force and effect in accordance with their respective provisions; Seller has acknowledged no knowledge of, and agreed has received no written notice of, any default, or claim of default, on the part of any party to any of such instructions Service Contracts. 6.1.9 Except as otherwise disclosed to Purchaser in writing. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that there are no on-site employees of Seller at the Sale Property, and after Closing, Purchaser is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect not obligated to (a) any statements, warranties or representations made in or in connection with continue the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations employment of any of their respective obligations Seller’s or Seller’s property manager’s employees and has no obligation or liability whatsoever to any of Seller’s or Seller’s property manager’s employees under any agreements between Seller or Seller’s agent or property manager and its employees. 6.1.10 Seller is not a foreign person within the Loan Documents or any other instrument or document furnished pursuant thereto or meaning of Section 1445 of the Internal Revenue Code of 1986, as amended (dthe Foreign Investment and Real Property Tax Act). 6.1.11 EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SUBSECTION 6.1 AND THE DOCUMENTS DELIVERED AT CLOSING, IT IS UNDERSTOOD AND AGREED THAT SELLER DISCLAIMS ALL WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR REPRESENTATIONS AS TO MATTERS OF TITLE (OTHER THAN SELLER’S WARRANTY OF TITLE SET FORTH IN THE DEED (AS HEREINAFTER DEFINED) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated therebyTO BE DELIVERED AT CLOSING), ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITIONS, AVAILABILITY OR ACCESS, INGRESS OR EGRESS, PROPERTY VALUE, OPERATING HISTORY, GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SUBSECTION 6.1 AND THE DOCUMENTS DELIVERED AT CLOSING, PURCHASER AGREES THAT WITH RESPECT TO THE PROPERTY, PURCHASER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER OR SELLER’S AGENTS OR EMPLOYEES. PURCHASER REPRESENTS THAT IT IS A KNOWLEDGEABLE, SOPHISTICATED AND EXPERIENCED PURCHASER OF REAL ESTATE SIMILAR TO THE PROPERTY AND THAT IT IS RELYING ON ITS OWN EXPERTISE AND THAT OF PURCHASER’S CONSULTANTS, AND THAT PURCHASER WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND SHALL RELY UPON SAME, AND, UPON CLOSING, ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INSPECTIONS AND INVESTIGATIONS EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 6 AND THE DOCUMENTS DELIVERED AT CLOSING, PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING, SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS,” WITH ALL FAULTS, AND THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS COLLATERAL TO OR AFFECTING THE PROPERTY BY SELLER OR ANY THIRD PARTY. THE TERMS AND CONDITIONS OF THIS SUBSECTION 6.1 SHALL EXPRESSLY SURVIVE CLOSING AND NOT MERGE THEREIN.

Seller’s Representations and Warranties. Seller hereby represents and warrants to Parentto, and agreescovenants with, thatPurchaser that the following matters are and shall be true as of the date of execution of this Contract and as of the Closing Date: 5.1 Hercules is (a) The leases delivered to Purchaser during the exclusive legal and beneficial owner Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in this Contract. There are no leases, tenancies, or other rights of occupancy or use for any portion of the Obligations and Project other than as set forth in the Loan Documents. HTI is the exclusive legal and beneficial owner of the HTI Warrant. Leases. (b) None of the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller Documents and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant or other occupant under any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereof. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof) is currently assigned to, subordinated to or subjected . The rights of the parties with respect to any other security interest in favor pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of any person or entitythis Contract. 5.2 (k) In the event that Seller has delivered true is comprised of a land trust and complete copies a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacity, are executing this Contract with full power and authority to execute and deliver cause the consummation of this Agreement and to perform its obligations hereunder and under each other agreement Contract. In the event that Seller may does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and deliver in connection herewith. 5.5 The execution, delivery and performance of this Agreement and cause the consummation of the transactions contemplated by this Agreement do not Contract. In either event, Seller represents, warrants and will not: (a) violate any Laws presently covenants that there shall be no change in effect having applicability to Seller the ownership, operation or any property of Seller; (b) result in a breach or constitute a default under any agreement to which Seller is subject; or (c) require any Permits. 5.6 This Agreement constitutes the legal, valid and binding obligation control of Seller enforceable against Seller in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As of from the date of this Agreementhereof to the Closing and Seller will not create any easements, the outstanding Obligations are set forth on Schedule 1 of this Agreement. 5.8 Seller has (a) given written instructions to any financial institution subject to agreements that (i) require automatic liens or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights encumbrances with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writingProject. 5.9 (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of and is not aware of any defect in the condition of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the Project. To the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no defect in the Real Estate, 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 roof. To the best of Seller's knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations 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 (the "Governmental Approvals"). (n) Except as expressly otherwise provided in this Section 5Exhibit "I" attached hereto, Parent acknowledges that there are no pending or, to the Sale best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is without representationor will be a party by reason of Seller's ownership of the Project or any portion thereof, recourse or warranty, expressed or implied. In particular, but including without limitation, Seller makes no representation proceedings for or warranty and assumes no responsibility with respect involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to (a) any statements, warranties have occurred on the Project or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value by reason of the Loan Documentscondition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. 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, any other instrument of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or document furnished pursuant any of the entities comprising Seller. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the Loan Document or best of Seller's knowledge without any lien or other interest granted under any Loan Document (including obligation on the Collateral)part of Seller to investigate, (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated thereby.there is no asbestos

Seller’s Representations and Warranties. Seller hereby represents and warrants to Parent, Buyer as of the date hereof and agrees, the Closing Date that: 5.1 Hercules 4.1.1 Seller is a corporation duly organized, validly existing, and in good standing under the exclusive legal and beneficial owner laws of the Obligations state of Louisiana, and is duly qualified to carry on its business in Louisiana, and in the Loan Documents. HTI is the exclusive legal and beneficial owner Outer Continental Shelf of the HTI Warrant. None Gulf of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entityMexico. 5.2 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 4.1.2 Seller has all right, power, legal capacity, requisite power and authority to execute and deliver carry on its business as presently conducted, to enter into this Agreement and the other documents and agreements contemplated hereby, and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewith. 5.5 The execution, delivery and performance of this Agreement and the other documents and agreements contemplated hereby. The consummation of the transactions contemplated by this Agreement do will not and will not: violate, nor be in conflict with (ai) violate any Laws presently in effect having applicability provision of its articles of incorporation, bylaws or other governing documents, (ii) to Seller Seller's knowledge, any judgment, decree, order, statute, rule, or any property of regulation applicable to Seller; , or (biii) result in a breach or constitute a default under any agreement or instrument to which Seller is subject; a party or by which Seller is bound except those relating to (a) the preferential right to purchase all or any portion of the Assets, (b) required consents to transfer and related provisions, and (c) require any Permitsother third-party approvals or consents contemplated herein or in any judgment, decree, order, statute, rule, or regulation applicable to Seller. 5.6 4.1.3 This Agreement constitutes the constitutes, and all documents and instruments required hereunder to be executed and delivered by Seller at Closing constitute, legal, valid and binding obligation obligations of Seller enforceable against Seller in accordance with its terms their respective terms, subject to applicable bankruptcy and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transactionother similar laws of general application with respect to creditors. 5.7 As 4.1.4 There are no bankruptcy, reorganization or receivership proceedings pending, being contemplated by, or to the actual knowledge of Seller threatened against Seller. 4.1.5 Except as set out on Exhibit "G", there exist no pending suits or proceedings against Seller or affecting the Assets and Seller has received no written notification of any claim or investigation which could have a material and adverse effect upon the Assets or the value or operation thereof, and to the best of Seller's knowledge no such suits or proceedings, claims or investigations are threatened or contemplated. 4.1.6 Seller is not a non-resident, alien, foreign corporation, foreign partnership, or foreign estate as those terms are defined in the Code and applicable income tax regulations. 4.1.7 To Seller's knowledge, as of the date of this AgreementEffective Time, Seller has not violated any applicable laws or statutes, or any applicable regulations, rules or orders promulgated by the Federal Energy Regulatory Commission, the outstanding Obligations are set forth on Schedule 1 MMS, the BLM, the SMB, the DOC, the DEQ or any other federal or state regulatory agencies, or any of this Agreementtheir predecessor agencies, which would have a material and adverse effect upon the value of the Assets or the production of Hydrocarbons from the Assets. 5.8 4.1.8 To Seller's knowledge, all of the wellx xxxlled by Seller has (a) given written instructions to have been drilled, completed and operated within the boundaries of the Leases or within the limits otherwise permitted by contract, pooling or unit agreement, and by law and in compliance with all applicable rules, regulations, permits, judgments, orders and decrees of any financial institution subject to agreements that court or the federal and state regulatory authorities having jurisdiction thereof. 4.1.9 To Seller's knowledge (i) require automatic all contracts or other account sweep arrangements whereby funds agreements which are included on Exhibits "A-1" or "A-2" and which materially affect the right of Seller to own and operate the Borrowers Assets which have not previously expired or been terminated by mutual agreement are transferred to accounts owned or controlled by the Seller and/or that in full force and effect, and (ii) restrict the Borrowers’ withdrawal rights with respect neither Seller nor any other party to any such material agreement has given, or threatened to give, written notice of their accountsany action to cancel, in each case that rescind or procure a judicial reformation of any such automatic sweeps shall be suspended and that the Borrowers contract or agreement or any provision thereof. 4.1.10 Prior to Closing, Seller shall have withdrawal rights made available to Buyer for inspection all material governmental permits in the possession of Seller affecting or relating to the Assets and any governmental permits in the possession of Seller affecting or relating to the Assets which are requested in writing by Buyer fifteen (15) days prior to Closing. 4.1.11 To Seller's knowledge, Seller's operation of the Assets is not the subject of any pending regulatory compliance or enforcement actions. 4.1.12 Except with respect to the accounts severance tax and royalty litigation involving the State of Louisiana listed on Exhibit "G", to Seller's knowledge, no fact or circumstance exists which would preclude or inhibit approval of Seller's assignment of the Assets to the Buyer by the SMB, BLM or MMS. 4.1.13 Except for files and other information that would reasonably be considered as confidential, privileged or proprietary, and subject to such agreementsthe destruction of documents pursuant to Seller's standard record-retention policies, to Seller's knowledge, all files relating to the Assets in the possession of Seller shall have been made available to Buyer for Buyer's review prior to Closing. 4.1.14 Except as reflected in the documents and agreements listed in Exhibits "A-1" or "A-2", to Seller's knowledge, (i) no amount of Seller's Hydrocarbons produced from the Assets and marketed by others is subject to a sales or processing contract (except for contracts terminable without penalty by Seller on notice or not more than thirty days after notice), and (b) the Borrowers and each such financial institution no person has acknowledged and agreed any call upon, option to such instructions in writing. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse purchase or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted similar rights under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller agreement with respect to the Borrowers Assets or to the production therefrom, (ii) Seller has not in any respect collected, nor will Seller in any respect collect, any proceeds from the sale of Hydrocarbons produced from the Assets that are subject to refund by Buyer, and (iii) Seller has not been nor will Seller be obligated by virtue of any prepayment made under any gas transportation, production sales contract or any other contract containing a "take-or-pay" clause, or under any gas balancing, deferred production or similar arrangement to deliver oil, gas or other minerals produced from or allocated to any of the Assets at some future time without receiving full payment therefor at the time of delivery. 4.1.15 To Seller's knowledge, during the period of Seller's ownership of the Assets all ad valorem, property, production, excise, severance, windfall profit and similar taxes and assessments payable with respect to the Assets and based on or measured by the ownership of property or the Loan Documents production or removal of Hydrocarbons or the receipt of proceeds therefrom have been and will be timely paid as of the transactions contemplated therebyEffective Time in all respects. However, the State of Louisiana has asserted severance tax claims in the litigation reflected on Exhibit "G".

Seller’s Representations and Warranties. Seller hereby represents and warrants to ParentIn consideration of Buyer entering into this Agreement, and agreesas an inducement to Buyer to purchase the Property, thatthe Desert Life Seller makes the following representations and warranties with respect to itself and the Desert Life Project only, and the La Cholla Seller makes the following representations and warranties with respect to itself and the La Cholla Project only: 5.1 Hercules is the exclusive legal and beneficial owner of the Obligations and the Loan Documents. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereofa) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entity. 5.2 Each Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacity, and authority to execute make and deliver perform its obligations under this Agreement and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewith. 5.5 The the execution, delivery delivery, and performance of this Agreement and the consummation completion of the transactions contemplated by purchase and sale transaction described in this Agreement do does not and will not: (a) violate any Laws presently in effect having applicability to Seller contract, agreement, or any property of Seller; (b) result in a breach or constitute a default under any agreement commitment to which such Seller is subject; a party or by which such Seller is bound (c) require any Permits. 5.6 This Agreement constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As of the date of this Agreement, the outstanding Obligations are set forth on Schedule 1 of this Agreement. 5.8 Seller has (a) given written instructions to any financial institution subject to agreements that (i) require automatic or other account sweep arrangements whereby funds receipt of consent from the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights Ground Lessor with respect to the accounts subject to such agreements, and La Cholla Project). (b) Each Seller is the Borrowers sole owner of, and each such financial institution has acknowledged the full power and agreed authority to such instructions in writing. 5.9 Except as expressly provided in this Section 5sell and convey its interest in, Parent acknowledges that its respective Project (subject to receipt of consent from the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller Ground Lessor with respect to the Borrowers La Cholla Project). (c) Attached as Schedule “9A” is a list of Tenant Leases as of the Opening of Escrow and to Seller’s knowledge such list is complete and accurate. The Tenant Leases are in full force and effect and no tenant is in material default under its respective Tenant Lease, except as may be noted on the rent roll delivered to Buyer. Seller has no knowledge of any Seller default under the Tenant Leases. Attached as Schedule “9B” is a list of Service Contracts as of the Opening of Escrow and to Seller’s knowledge such list is complete and accurate. (d) Seller has no knowledge of any pending or threatened condemnation affecting the Property. (e) Seller is not, and will not become during the term of the Agreement, a person or entity with whom persons of the United States are restricted from doing business with under regulations of the Office of Foreign Asset Contract (“OFAC”) of the U.S. Department of Treasury (including those named on OFAC’s specifically designated and blocked persons list) or under any statute, execution order (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions with Persons who commit, threaten to commit, or support terrorism), or other governmental action. (f) There is no litigation pending, nor to Seller’s actual knowledge threatened, with respect to the Property. (g) Seller has not received any notifications from any governmental authority having jurisdiction over the Property alleging that the Property does not conform to or violates any applicable law with respect to the Property. (h) The operating statements delivered to Buyer pursuant to Section 4 are the operating statements used by Seller in the ordinary course of business for the Property. (i) To Seller’s knowledge, the Ground Lease (i) is in full force and affect, and (ii) there exists no defaults, which with the giving of notice or the Loan Documents and the transactions contemplated therebypassage of time, or both, would constitute a default thereunder.

Seller’s Representations and Warranties. Seller hereby represents and warrants to ParentBuyer that as of the Execution Date: 4.1.1 Seller is a company, duly organised and incorporated under the Applicable Law, and agrees, that: 5.1 Hercules is the exclusive legal and beneficial owner of the Obligations and the Loan Documents. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entity. 5.2 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacity, requisite corporate power and authority to execute own or lease and deliver this Agreement operate its properties and to perform carry on its obligations hereunder and business as proposed to be conducted under each other agreement that Seller may execute and deliver in connection herewiththis Agreement. 5.5 4.1.2 The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement do not and will not: Xxxxxx: (a) violate any Laws presently in effect having applicability to has been duly authorized by all requisite corporate action on the part of Seller, and no other proceedings on the part of Seller or any property other Person are necessary for such authorisation; (b) will not violate (i) Applicable Law or any applicable order of any Relevant Authority or (ii) any provision of the memorandum and articles of association of Seller; and (bc) will not violate, be in conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any indenture, agreement for borrowed money, bond, note, instrument or other agreement to which Seller is subject; a party or (c) require any Permitsby which Seller or its property is bound, excluding defaults or violations that would not, individually or in the aggregate, have a material adverse effect on the business, properties, financial condition or results of operation of Seller, or on its ability to perform its obligations hereunder. 5.6 4.1.3 This Agreement has been duly executed and delivered by Seller and constitutes the a legal, valid and binding obligation of Seller Seller, enforceable against Seller it in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transactionterms, subject to Applicable Law. 5.7 As 4.1.4 No filing or registration with, no notice to and no permit, authorisation, consent or approval of any Person is required for the date execution, delivery or performance of this AgreementAgreement by Seller, except for the outstanding Obligations are set forth Initial Authorisations. 4.1.5 Seller is not in default under any agreement or instrument of any nature whatsoever to which it is a party or by which it is bound in any manner that would have a material adverse effect on Schedule 1 its ability to perform its obligations hereunder or the validity or enforceability of this Agreement. 5.8 Seller has 4.1.6 There is no action, suit, proceeding or investigation pending or, to Seller’s knowledge, threatened (a) given written instructions to any financial institution subject to agreements that (i) require automatic for the dissolution of Seller, or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreements, and (b) against Seller, which, if adversely determined, would have a material adverse effect on its ability to perform its obligations hereunder or the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writingvalidity or enforceability of this Agreement. 5.9 Except 4.1.7 It is not in violation of any Applicable Law or judgment entered by any Relevant Authority, which violations, individually or in the aggregate, would materially affect the performance of any of its obligations under this Agreement. There are no legal or arbitration proceedings or any proceeding by or before any Relevant Authority, now pending or (to the best knowledge of Seller) threatened against Seller that, if adversely determined, could reasonably be expected to have a materially adverse effect on the financial condition, operations, prospects or business, as expressly provided in a whole, of Seller, or its ability to perform under this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to Agreement. 4.1.8 It has: (a) any statementscarefully examined this Agreement, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral)Schedules, thoroughly and become familiar with all their respective terms and provisions; (b) title to, value, nature, extent or condition of investigated to its satisfaction the Collateral, Applicable Law and it is satisfied it can perform its obligations under this Agreement in accordance with Applicable Law; (c) the financial condition of the Borrowers or any guarantor of the Obligationsexperience, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective qualifications, and capabilities to perform its obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or hereunder; and (d) any credit decisions made by all investigations and inspections that it deems necessary to perform its obligations hereunder, including without limitation investigations and inspections of the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated therebySite.

Seller’s Representations and Warranties. Seller hereby represents and warrants to ParentBuyer as of the Effective Date and, subject to any modifications as provided below, as of the Closing as follows: 6.1.1. Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Kansas, and agrees, that: 5.1 Hercules is the exclusive legal entitled to and beneficial owner of the Obligations and the Loan Documents. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entity. 5.2 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacity, requisite power and authority to execute own and deliver operate its assets as they are presently owned and operated, to enter into this Agreement and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewithcarry out the transactions contemplated hereby. 5.5 6.1.2. The execution, delivery and performance execution of this Agreement and by Seller, the consummation of the transactions contemplated herein contemplated, and the execution and delivery of all documents to be executed and delivered by Seller, have been or will be duly authorized by all requisite action on the part of Seller and this Agreement do not has been and all documents to be delivered by Seller pursuant to this Agreement, will not: (a) violate any Laws presently in effect having applicability to be, duly executed and delivered by Seller and is or any property of Seller; (b) result in a breach or constitute a default under any agreement to which Seller is subject; or (c) require any Permits. 5.6 This Agreement constitutes will be, as the legalcase may be, valid binding upon and binding obligation of Seller enforceable against Seller in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transactiontheir respective terms. 5.7 As 6.1.3. Except for the Lease, to Seller’s knowledge, there is no lease or other tenancies for any space in the Property. Seller has delivered (or will promptly deliver after request by Buyer), true, correct, complete and legible copies of the date Lease (including all applicable guarantees, amendments, letter agreements, addenda and/or assignments thereof in Seller’s possession) and subleases, if any, in Seller’s possession, and any other agreements between Seller (or any affiliate of this Agreement, Seller) and Tenant (or any affiliate of Tenant) applicable to the outstanding Obligations are Property. Except as expressly set forth on the Lease Exceptions attached as Schedule 1 of this Agreement.6.1.3: 5.8 Seller has (a) given Seller has not received from Tenant any written instructions claim nor, to Seller’s actual knowledge, has Tenant made any financial institution subject to agreements that claim, whether or not in writing: (i) require automatic or other account sweep arrangements whereby funds that Seller has defaulted in performing any of its obligations under the Borrowers are transferred to accounts owned or controlled by the Seller and/or that Lease which has not heretofore been cured, (ii) restrict that any condition exists which with the Borrowers’ withdrawal rights with respect passage of time or giving of notice, or both, would constitute any such default, (iii) that Tenant is entitled to any reduction in, refund of, or counterclaim, offset, allowance, credit, rebate, concession or deduction against, or is otherwise disputing, any rents or other charges paid, payable or to become payable by Tenant, including but not limited to CAM and other similar charges, or (iv) that Tenant is entitled to cancel its Lease or to be relieved of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect its operating covenants thereunder. Tenant has not given Seller any written notice of its intention to the accounts subject terminate its Lease or requesting a reduction or abatement of rent or requesting consent to such agreements, and assign or terminate its Lease; (b) to Seller’s knowledge, the Borrowers Tenant has not (1) filed a petition in bankruptcy in any federal or state court, (2) been the subject of a bankruptcy petition filed in any federal or state court that has not been dismissed or (3) has made an assignment for the benefit of creditors of all or a substantial portion of its assets; (c) Seller has the sole right to collect rent under the Lease and each such financial institution right has acknowledged and agreed not been assigned, pledged, hypothecated, or otherwise encumbered in any manner that will survive the Closing; and, (d) except for any security deposits as shown in the Lease, there are no security deposits that have been deposited with Seller or otherwise chargeable to such instructions in writingSeller’s account by any party under the Lease. 5.9 Except 6.1.4. Attached hereto as expressly provided Schedule 1.3 is a list of all Contracts. All amounts due and payable under the Contracts have been paid and Seller has not received written notice of default under any of the Contracts nor, to Seller’s knowledge, are any parties in this Section 5default under any of the Contracts. 6.1.5. To Seller’s knowledge, Parent acknowledges that there are no actions, suits or other proceedings by any person, firm, corporation, Tenant or by any Governmental Authority now pending or, to Seller’s knowledge, threatened against or affecting the Sale is without representationProperty or any part thereof, recourse except those which are described on Schedule 6.1.5 nor, to Seller’s knowledge, are there any investigations pending or warrantythreatened against or affecting the Property by any Governmental Authority, expressed except those which are described on Schedule 6.1.5. 6.1.6. Seller has no knowledge of any pending or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to threatened (a) any statementseminent domain proceedings affecting the Property, warranties or representations made in whole or in connection with the Loan Documents part, or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title toaction or proceeding to change road patterns or grades which would affect ingress to or egress from the Property. Seller has not and will not, valuewithout the prior written consent of Buyer, naturetake any action before any Governmental Authority, extent the object of which would be to change the present zoning of or condition of other land use limitations, upon the CollateralProperty, (c) the financial condition of the Borrowers or any guarantor of the Obligationsportion thereof, or its potential use, and, to Seller’s knowledge, there are no pending proceedings, the performance object of which would be to change the present zoning or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated therebyland use limitations.

Seller’s Representations and Warranties. In order to induce Buyer to enter into this Agreement and purchase the Company Shares, Seller hereby represents makes the following representations and warrants warranties to ParentBuyer, which representations and agrees, thatwarranties shall be true and correct as of the Closing date as well as on the date hereof: 5.1 Hercules 3.1 Seller has full power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable in accordance with its terms. 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, whether governmental or otherwise. 3.2 Seller is the exclusive legal only legal, record and beneficial owner of the Obligations Company Shares. Except for the lien created by that certain Stock Pledge Agreement (the "Stock Pledge"), dated as of June 8, 2000, by and among First Southern Bank, the Loan DocumentsSeller and other parties, the Company Shares are free and clear of all liens, pledges, security interests, irrevocable proxies, encumbrances or restrictions of any kind. HTI is Upon the exclusive conveyance of the Company Shares, the Buyer will be vested with legal and beneficial owner valid title to the Company Shares, free and clear of the HTI Warrant. None of the Seller Documents (all liens, pledges, security interests, irrevocable proxies, encumbrances or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor restrictions of any person or entity. 5.2 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any rightkind, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI WarrantStock Pledge. 5.4 Seller has all 3.3 There is no outstanding right, poweragreement, legal capacitypower of attorney, and authority commitment or understanding of any nature whatsoever, that (i) calls for the issuance, sale, pledge or other disposition of any stock constituting the Company Shares, (ii) obligates the Seller to execute and deliver this Agreement and enter into any of the foregoing or (iii) relates to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewiththe voting or control of such Company Shares. 5.5 3.4 The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement do will not and will not: conflict with, or constitute or result in a breach, default or violation of (ai) violate any Laws presently in effect having applicability law, ordinance, regulation or rule applicable to Seller or any property of Seller; (bii) result in a breach any order, judgment, injunction or constitute a default under other decree by which Seller is bound; or (iii) any agreement written or oral contract, agreement, or commitment to which Seller is subjecta party; nor will such execution, delivery and performance result in the creation of any lien or (c) require any Permitsencumbrance upon the Company Shares. 5.6 This Agreement constitutes the legal, valid 3.5 The representations and binding obligation of Seller enforceable against Seller in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As of the date of this Agreement, the outstanding Obligations are set forth on Schedule 1 of this Agreement. 5.8 Seller has (a) given written instructions to any financial institution subject to agreements that (i) require automatic or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writing. 5.9 Except as expressly provided warranties contained in this Section 5do not contain any untrue statement of a material fact or omit to state a material fact required or necessary to be stated therein to make the statements made therein, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value light of the Loan Documentscircumstances in which they were made, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated therebynot misleading.

Seller’s Representations and Warranties. Seller hereby represents and warrants to Parent, and agrees, thatPurchaser as follows: 5.1 Hercules is the exclusive legal and beneficial owner of the Obligations and the Loan Documents. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereofa) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entity. 5.2 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, legal power, legal capacity, right and authority to execute and deliver enter into this Agreement and to perform its obligations hereunder consummate the transactions contemplated hereby. Neither this Agreement nor the transactions contemplated hereby will require any approval of the shareholders of XXX Stores. This Agreement and the transactions contemplated hereby have been approved by the Board of Directors of XXX Stores. (b) Neither the execution and delivery of this Agreement nor the consummation of the transactions herein contemplated conflict with or result in the material breach of any terms, conditions or provisions of or constitute a default under, any bond, note or other evidence of indebtedness or any agreement to which Seller is a party. (c) To Seller’s knowledge, no Person other than Purchaser has an option or right of first refusal to purchase the Assets or any Property or any portion thereof, except as set forth on Schedule 6.1(c)(i) (the “Purchase Option Agreements”) and Schedule 6.1(c)(ii) (the “Right of First Refusal Agreements”). The copies of the Purchase Option Agreements and Right of First Refusal Agreements delivered by Seller to Purchaser are true, correct and complete. (d) To Seller’s knowledge, there is no pending or threatened condemnation action affecting any Property. (e) To Seller’s knowledge, except as set forth on Schedule 6.1(e) attached hereto, there is no action, suit or proceeding pending or, to Seller’s knowledge, threatened against Seller in any court or by or before any other governmental agency or instrumentality which would affect any of the Assets, the Properties or would materially and adversely affect the ability of Seller to carry out the transactions contemplated by this Agreement. (f) To Seller’s knowledge, neither Seller nor any other party under each any REAs is in default under any REAs in any material respect. (g) To Seller’s knowledge after due inquiry, neither this Agreement nor the transactions contemplated hereby will constitute a breach or violation of, or default under, or will be modified, restricted or precluded by, the REAs or any other agreement binding Seller or the Properties, provided that Seller may execute obtains the consents from the parties identified on Schedule 6.1(g) attached hereto (the “Required Consents”) in form and deliver in connection herewithsubstance satisfactory to Purchaser. Neither this Agreement nor the transactions contemplated hereby will constitute a breach or violation of, or default under, or will be modified, restricted or precluded by, or any other agreement to which Seller is a party or by which Seller or any Property is bound. 5.5 The execution(h) Seller has obtained or will obtain prior to Closing the Required Consents. (i) Seller is not required to make any filing with, or to obtain any permit, authorization, consent or approval of, any governmental or regulatory authority (including, without limitation, any securities exchange) as a condition to the execution and delivery and or performance of this Agreement and the consummation of transactions contemplated hereby. (j) The Assets will be conveyed to Purchaser at Closing free and clear of any and all liens, encumbrances, charges or adverse interests. (k) Neither Seller nor any of the entities constituting Seller: (i) is “insolvent” or will be, after completion of the transactions contemplated by this Agreement do not hereby, rendered “insolvent”, as the term “insolvent” is used in the Bankruptcy Code or in the Uniform Fraudulent Conveyance Act as enacted in either any state in which any Property is located or the state in which Seller’s principal office is located (the “Creditors’ Rights Statutes”); (ii) has, or after completion of the transactions contemplated hereby will be left with, an unreasonably small capital within the meaning of the Creditors Rights Statutes; (iii) in entering into and carrying out its obligations hereunder, intends to incur, or believes that it will not: incur, debts beyond its ability to satisfy such debts as they mature within the meaning of the Creditors Rights Statutes; (aiv) violate has commenced a case under Title 11 of the U.S. Code, or under any Laws presently in effect having applicability to Seller other applicable federal or state bankruptcy or similar law; (v) appointed a trustee or receiver of any property of Sellerinterest; (bvi) result in made an assignment for the benefit of creditors; (vii) suffered an attachment, execution or other judicial seizure of a breach substantial property interest; (viii) suffered a dissolution or constitute a default under any agreement to which Seller is subjectliquidation; or (cix) require any Permits.suffered the discontinuation of trading of shares on the New York Stock Exchange; 5.6 This Agreement constitutes the legal, valid (l) The representations and binding obligation warranties of Seller enforceable against Seller in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As of the date of this Agreement, the outstanding Obligations are set forth on Schedule 1 in this Agreement are true, accurate and complete; and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statement therein not misleading. Whenever in this Agreement. 5.8 Seller has Agreement there is a reference to the “knowledge” of Seller, such term refers to the actual (aas opposed to the constructive or imputed) given written instructions knowledge, with no duty to any financial institution subject to agreements that undertake inquiries or investigations, of (i) require automatic or other account sweep arrangements whereby funds Xxxxxx Xxxx, Chief Executive Officer of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that XXX Stores, and (ii) restrict the Borrowers’ withdrawal rights with respect to any Xxxxxxx Xxxxxxxxx, Chief Financial Office of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writingXXX Stores. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated thereby.

Seller’s Representations and Warranties. Seller hereby represents represents, covenants and warrants to Parent, and agrees, thatBuyer as follows: 5.1 Hercules (i) Seller is a corporation duly organized and validly existing in good standing under the exclusive legal and beneficial owner laws of the Obligations State of Pennsylvania and the Loan Documents. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated has full corporate power to or subjected to any other security interest in favor of any person or entity. 5.2 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacity, and authority to execute and deliver enter into this Agreement and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewithcarry out the transactions contemplated hereby. 5.5 (ii) The execution, execution and delivery and performance of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate actions. (iii) This Agreement and any other document, instrument or agreement executed or delivered at the Closing or in connection with this Agreement do constitute legally binding obligations of Seller enforceable in accordance with their terms and conditions, subject to applicable bankruptcy, insolvency, moratorium and other laws affecting the rights of creditors generally and general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. The execution and delivery of this Agreement and any other document, instrument or agreement executed or delivered at the Closing or in connection with this Agreement and the performance by Seller thereunder will not and will not: (a) violate any Laws presently in effect having applicability to Seller or any property of Seller; (b) conflict with, result in a breach of, or constitute cause a default under any of the terms, conditions or provisions of any agreement or other restriction to which Seller or its assets is subject; subject or (c) require will result in a violation of any Permitsapplicable law, ordinance, regulation, permit, authorization or decree or order of any court or other governmental agency. 5.6 This Agreement constitutes (iv) Exhibit B-1 contains or will contain a true, correct and complete list of Seller's customers of the legalBusiness and the contracts with such customers, valid and if any, constitute legally binding obligation obligations of Seller enforceable against Seller in accordance with its terms and is their terms. Each such contract has been entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As , in the ordinary course of business and with no related party. The transactions contemplated hereby shall have no effect on the date enforceability of this Agreement, the outstanding Obligations are any such contract and such contracts do not require any consent to assignment. Other than as set forth on Schedule 1 Exhibit B-1, the Seller has not received any verbal or written notification of this Agreementthe termination of service for any of the commercial customers set forth on Exhibit B-1 and Seller has no knowledge of any threatened termination of service from the commercial customers set forth on Exhibit B-1. Seller is not obligated to deliver any customer's waste to a particular disposal facility. 5.8 Seller has (av) given written instructions to any financial institution subject to agreements that (i) require automatic or other account sweep arrangements whereby funds The equipment and containers being sold hereunder are in substantially the same condition as when inspected by Buyer and such vehicles shall be as of the Borrowers Closing in operating condition and not in need of major overhaul. The equipment and containers being sold hereunder were sufficient for Seller to properly service the customers and accounts set forth on Exhibit B attached hereto and are transferred to accounts owned or controlled by all of the Seller and/or that (ii) restrict assets of the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writingBusiness. 5.9 Except as expressly provided in this Section 5, Parent acknowledges (vi) There are no liabilities of any type whatsoever which have been incurred by Seller that the Sale is without representation, recourse would have a material adverse effect on Buyer or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value Buyer's operation of the Loan Documents, Business. The parties understand that Buyer shall not assume any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition liabilities of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated therebyexcept as set forth herein.

Seller’s Representations and Warranties. The Seller hereby warrants and represents to the Buyer that at the date of this Agreement and warrants to Parent, and agrees, thatagain as of the Closing date the following matters are true: 5.1 Hercules is a. There are no leases or rights of any third persons to acquire, use or occupy the exclusive legal and beneficial owner of the Obligations and the Loan Documents. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (Property or any part thereof) is currently assigned to, subordinated except the Lease with the Tenant and pursuant to the Permitted Exceptions. b. The Seller has not received any notice or subjected to request from any other security interest in favor governmental entity (federal, state or local), insurance company or board of fire underwriters or the Tenant requesting the performance of any person work or entityalterations at the Property or alleging any violation of law and Seller has no knowledge of any violation of law. 5.2 c. The documents delivered by Seller has delivered true to Buyer itemized in Paragraph 6.1.1 of this Agreement are accurate and complete copies of the documents received by Seller Documents to Parent on or prior to the date hereofand maintained in its files. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 d. Seller has all right, power, legal capacity, the necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewith. 5.5 The execution, delivery and performance of this Agreement and the consummation of consummate the transactions contemplated by this Agreement do not without the consent or joinder of any other party being required. e. The subject sale to Buyer has been approved by all required action of Seller’s Manager, and will not: (a) violate any Laws presently Seller shall provide at Closing a resolution to that effect signed by Seller’s Manager and certified to be a true copy of the original thereof. Xxxxxx Xxxxx is the sole member of the Seller and the sole manager of the Seller. All references in effect having applicability this Section 24, in Section 25 and elsewhere in this Agreement to the “knowledge” of the Seller shall include the knowledge of Xxxxxx Xxxxx. f. No litigation, proceeding or controversy has been served upon Seller or, to the best knowledge of Seller, is threatened, and there is no basis known to Seller for any such litigation, proceeding, controversy, or claim against Seller or the Property. Seller has an outstanding claim relating to certain HVAC rooftop units at the Building as more particularly identified in Section 24(t), below. g. To the best of Seller’s knowledge, there is no existing, proposed or contemplated plan to modify or realign any street or highway or other public improvement that might give rise to an assessment against the Property, nor is there any existing, proposed or contemplated eminent domain proceeding that would result in the taking of all or any property part of the Property. h. To the best of Seller’s knowledge, the Seller has complied with all requirements of any governmental agency, board, commission, or office having jurisdiction over the Property with respect to the use, development and construction of the Property. i. To the best of Seller’s knowledge there is no action, suit or proceeding pending or threatened against the Property, relating to or arising out of the ownership, management, or operation of the Property, including any action, suit or proceeding in any court or before or by any Federal, State, County or Municipal department, commission, board, bureau, agency or other governmental panel or authority. j. To the best of Seller’s knowledge there is no proceeding pending or threatened action relating to the assessed valuation of the Property, and no appeal of any real estate taxes with respect to the Property or any portion thereof is currently pending or contemplated. k. Seller is duly organized, validly existing in good standing pursuant to the laws of the State of New Jersey. The Property constitutes all or substantially all of the assets of Seller. This Agreement, and the deed and other documents being executed by the Seller at Closing, are valid obligations of Seller; (b) result in a breach and the persons or constitute a default under any agreement parties executing this Agreement, and such deed and other closing documents, on its behalf have been duly authorized and empowered to which bind the Seller is subject; or (c) require any Permitshereto and thereto. 5.6 This l. Neither the execution nor the delivery of this Agreement constitutes nor the legal, valid consummation of the purchase and binding obligation of Seller enforceable against Seller sale contemplated by this Agreement in accordance with its terms and conflict with or will result in the breach of any of the terms, conditions or provisions of Seller’s organizational and/or governing documents or any agreement, decree, statute, law, regulation, ordinance, order, or judgment to which it is entered into voluntarily a party or by all parties. which Seller or the Property may be bound. m. The transaction represented hereby rent roll attached as Schedule E is an arms-length transactionaccurate and complete summary of the status of the rents (including additional rent), revenues and security deposit of the Property through the Effective Date. 5.7 As n. The statement of expenses referenced in Schedule H, paragraph (g) of this Agreement is an accurate and complete statement of all expenses incurred by Seller relating to the operation of the date Property during the specified period of this Agreement, the outstanding Obligations are set forth on Schedule 1 of this Agreementtime. 5.8 o. There are no existing leasing commission agreements to which Seller has (a) given written instructions is a party pursuant to which any financial institution subject to agreements that (i) require automatic commissions are or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended could become due and that the Borrowers shall have withdrawal rights owing with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writingLease. 5.9 Except p. Schedule F is a complete and correct list of all contracts affecting the Property as expressly of the Effective Date. All such agreements are terminable upon 30 days notice to the service provider. q. There is a valid certificate of occupancy currently in effect for the Tenant’s occupancy of the Property under the Lease. r. Seller has not made any agreements or commitments affecting the Property which will be binding upon the Buyer or the Property after Closing, other than the Lease and as otherwise provided in this Section 5, Parent acknowledges that the Sale Permitted Exceptions. s. The Property is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with located within the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value Belleville Turnpike Redevelopment Area of the Loan Documents, any other instrument or document furnished pursuant to New Jersey Meadowlands District which allows the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance Permitted Use. t. All sums payable by the Borrowers or any guarantor of the Obligations reason of any of their respective obligations under the Loan Documents labor or any other instrument services or document materials heretofore furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers Property have been, or prior to the Closing will be, paid in full, with the exception of certain invoices from a mechanical contractor for repairs made to compressors, originally purchased and installed by that contractor, within certain rooftop packaged units which were the responsibility of the manufacturer and which compressors were replaced by the manufacturer of the units, York (a division of Xxxxxxx Controls). At the Closing, the Seller shall either (i) provide to the Buyer written evidence (reasonably satisfactory to the Buyer) that such dispute has been settled and all parties have released their claims; or (ii) agree in writing (in form and substance satisfactory to the Buyer) that the Seller will indemnify and hold harmless the Buyer against and from any and all liability, loss, cost and expense relating to such dispute. u. No bankruptcy or reorganization proceeding with respect to the Seller (whether voluntary or involuntary) is pending or presently contemplated by the Seller. v. The Lease is in full force and effect. The Lease has not been amended or supplemented. No default (and no event which, with notice or the passage of time or both, would constitute a default) on the part of the Tenant exists under the Lease. No default (and no event which, with notice or the passage of time or both, would constitute a default) on the part of the Seller exists under the Lease. No rent has been received by Seller for rent in advance of the current month. There are no contracts, agreements or understandings currently in effect relating in any way whatsoever to the Property with the Tenant other than the Lease. The letter of credit (referred to in paragraph (d) on Schedule H hereto) dated June 23, 2005 as amended June 30, 2005 has not been further amended. w. The Loan Documents have not been amended or supplemented. No default (and no event which, with notice or the transactions contemplated therebypassage of time or both, would constitute a default) on the part of the Seller exists under the Loan Documents. There are no contracts, agreements or understandings currently in effect relating in any way to the Assumed Loan with the First Mortgage Lender other than the Loan Documents. x. The Property comprises a separately subdivided lot and a separate tax lot, but is included with two other properties under separate ownership in a zoning lot of record. [Seller did own contiguous property which it conveyed to Saw Mill II, LLC and its affiliated companies own contiguous properties]

Seller’s Representations and Warranties. The Seller hereby represents and warrants as follows to Parent, and agrees, thatthe best of its knowledge: 5.1 Hercules a. The Seller is the exclusive legal and beneficial sole owner of the Obligations Property and has the Loan Documentsfull right, power and authority to sell, convey and transfer the same in accordance with the terms of this Contract. HTI is No person or entity has any right of first refusal, right of first offer, contract or other option to acquire the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (Property or any part thereof) is currently assigned to, subordinated to thereof or subjected to any other security interest in favor of any person or entitytherein. 5.2 b. The Seller has delivered true and complete copies is a municipal corporation of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any State of Borrowers except for the HTI Warrant. 5.4 Seller New Jersey and has all rightthe requisite power and authority, powerin accordance with law, legal capacity, and authority to execute and deliver enter into this Agreement and to perform its obligations hereunder carry out the transactions contemplated hereby. All proceedings required to be taken by or on behalf of Seller to authorize Seller to make, deliver and under each other agreement that carry out this Agreement have been and will be duly and properly taken. The individual signing this Agreement on behalf of the Seller may execute has been authorized to do so and deliver in connection herewiththe Purchaser can reasonably rely upon his action to bind the Seller. 5.5 c. The execution, delivery and performance of the transaction contemplated pursuant to this Agreement and will not violate the consummation provision of any law, statute, rule or regulation to which the transactions contemplated by this Agreement do not and will not: (a) Seller or the Property is subject, or violate any Laws presently in effect having applicability judgment, writ, order, injunction or decree of any court applicable to Seller or any property the Property. d. The Seller is not a "foreign person", as that term is defined, for the purposes of Seller; (b) result the Foreign Investment in a breach Real Property Tax Act; e. There are no leases, tenancies, licenses or constitute a default under any agreement other occupancy agreements to which the Seller is subject; or (c) require a party by which the Purchaser may be bound for any Permits. 5.6 This Agreement constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As portion of the date of this AgreementProperty following the closing. Unless otherwise agreed to in writing by the Purchaser, the outstanding Obligations are set forth on Schedule 1 property will be delivered vacant and free and clear of this Agreementall tenancies at the time of closing. 5.8 Seller has (a) given written instructions to any financial institution subject to agreements that (i) require automatic or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writing. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated thereby.

Seller’s Representations and Warranties. The Seller hereby represents and warrants to Parentthe Buyer, and agrees, as of the date of this Contract that: 5.1 Hercules SECTION 6.01 The Seller is the exclusive legal and beneficial actual owner of the Obligations and the Loan DocumentsSold Shares. HTI is the exclusive legal and beneficial owner The Seller may freely dispose of the HTI WarrantSold Shares. None The statements made in Sections 1.01 (a) through (h), both inclusive, are true and correct. SECTION 6.02 The Sold Shares are owned free of the Seller Documents (all Liens and have full voting rights, with no restriction or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest limitation. SECTION 6.03 There are no pending subscription rights in favor of any person of the shareholders or entitypartners of the Companies, or in favor of third parties, nor an option or right of any kind that gives the Seller or its Subsidiaries, or to third parties, the right to purchase, subscribe or acquire, any title, share or right in the Companies or to capitalize credits against the Companies. 5.2 Seller has delivered true SECTION 6.04 The execution of this Contract was approved and complete copies the required powers of attorney were granted by the Board of Directors of the Seller Documents to Parent on or prior to November, 30, 2000. The individuals who appear on behalf of the date hereof. 5.3 Seller does not Seller, have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for all the HTI Warrant. 5.4 Seller has all right, power, legal capacity, necessary powers and authority to execute and deliver perform the obligations arising under this Agreement and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewith. 5.5 Contract. The execution, delivery execution and performance of this Agreement Contract has been approved and authorized by all the individuals, committees and corporate bodies of the Seller and of the respective Companies that must know and approve said execution and performance. SECTION 6.05 The execution and performance of this Contract: (i) does not contravene any provision contained in the by-laws, statutes or other analogous provisions of the Seller or the respective Companies, nor any shareholder agreement or other contracts and covenants with respect to the Seller, of the respective Companies or the Sold Shares; (ii) does not grant the right to terminate or resolve any material contract in which the Companies are parties; does not mean, directly or indirectly, the non-compliance with any material contract in which the Companies are parties; and, does not signify the loss of a benefit for the respective Companies or for those who will become shareholders of the Companies; (iii) does not require the authorization or consent of any individual or entity, under any kind of material contract, including any material credit, concession, licensing and franchise contracts; and (iv) does not contravene any legal provision, Chilean or of any other competent jurisdiction. SECTION 6.06 The information contained in Section 1.01 is true and complete. SECTION 6.07 The Financial Statements, as of their respective dates (December 31, 1999 and June 30, 2000): (i) were prepared, in all material aspects, according to generally accepted accounting principles of the Untied States of America (US GAAP), principles that were applied consistently during the periods relevant to the Financial Statements, (ii) reflect appropriately, in all material aspects, the financial and equity situation of the Companies and the consummation University during the periods relevant to the Financial Statements, as well as the results of operations, change in equity and cash flow of the transactions contemplated Companies and the University during the periods relevant to the Financial Statements; and (iii) fulfill, in all material aspects, all the requirements of form and substance demanded by this Agreement do not and will not: (a) violate any Laws presently in effect having applicability to Seller or any property of Seller; (b) result in a breach or constitute a default under any agreement to which Seller is subject; or (c) require any Permitsthe applicable provisions. 5.6 This Agreement constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 SECTION 6.08 As of the date of this Agreementthe respective Financial Statements, the outstanding Obligations Companies and the University do not have any material obligations, indebtedness, liabilities or contingencies, that a ccording to the applicable accounting rules and principles, must have been reflected in the Financial Statements or their notes, different from those that are set forth on Schedule 1 reflected in the Financial Statements. For these purposes, it is understood that an obligation, Indebtedness, liability or contingency is material, only if it has an adverse financial impact, individually or collectively, above US$100,000. Between June 30, 2000 and the date of this AgreementContract, each of the Companies and the University have conducted their business and/or operations according to the normal and ordinary course of said business, consistent with past practices. Except for obligations incurred in the normal and ordinary course of business and that do not require a cost or disbursement, considered individually, above US$100,000, none of the Companies or the University have any contingencies or obligations that are not reflected in the respective general balance sheet, but that should be reflected in the financial statements of the referred to Companies and the University according to applicable accounting rules and principles, if said financial statements were prepared as of the date of this Contract. Except for obligations incurred in the normal and ordinary course of business and that do not require a cost or disbursement, considered individually, above US$100,000, none of the Companies or the University has any contingencies or obligations that are not reflected in the respective general balance sheet. 5.8 SECTION 6.09 The Seller has (a) given written instructions is a corporation duly organized and existing under the laws of the Republic of Chile. The Seller possesses sufficient capacity, power and authorization to any financial institution subject execute this Contract, to agreements that perform the contracted obligations, and to execute the acts and obligations provided in this Contract, including, without limitation, the capacity to own and the faculty to sell and transfer the Sold Shares. SECTION 6.10 Each of the Companies and the University: (i) require automatic or other account sweep arrangements whereby funds exists and is duly organized and validly existing, according to the laws of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that country in which it was incorporated; and (ii) restrict possesses all the Borrowers’ withdrawal rights with respect permits, authorizations and certifications from the competent authorities, necessary to any of their accountsdevelop the activities and businesses that are currently undertaken by them, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writing. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations places under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated therebyconditions in which they currently operate.

Seller’s Representations and Warranties. Sellers hereby represent and warrant as of the date hereof and as of the Closing Date as follows: a. Neither the Sellers nor anyone acting on their behalf has offered the Seller hereby represents Notes, the Assigned Interests, or any part thereof by means of any general solicitation or general advertising and warrants neither the Sellers nor anyone acting on their behalf has taken any action that would subject the sale of Assigned Interests to ParentBuyer to the registration provisions of Section 5 of the Securities Act of 1933, as amended (the “Act”). The Seller Notes have not been registered under the Act or the securities or the securities laws of any state or other jurisdiction. b. As of the date hereof, the principal outstanding under the Seller Notes delivered pursuant to Section 2 above is not less than $15,325,000 and, as of the date hereof, interest on the Seller Notes has been paid through on or about March 6, 2015. c. Each Seller has provided Buyer with a true, correct and complete copy of its Seller Notes, Note Purchase Agreement and all material Transaction Documents. d. Each Seller is duly organized and validly existing under the laws of the jurisdiction of its respective incorporation and has full right, power and authority to convey the Assigned Interests to Buyer. The execution, delivery, and agreesperformance by Sellers of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Sellers. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by Sellers, that:and (assuming due authorization, execution, and delivery by Buyer) this Agreement and the documents to be delivered hereunder constitute legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms. 5.1 Hercules is e. Except as provided in that certain Last-Out Participation Agreement dated as of September 29, 2015 by and among the exclusive Sellers, the Collateral Agent, Prudential Capital Partners IV, L.P., Prudential Capital Partners Management Fund IV, L.P. and PCP Capital Partners (Parallel Fund) IV, L.P., on the Closing Date: (i) Sellers are the sole legal and beneficial owner owners of the Obligations Assigned Interests and the Loan Documents. HTI is the exclusive legal have not assigned, pledged, hypothecated, encumbered, or transferred any of such Assigned Interests, in whole or in part, except as explicitly disclosed herein; and beneficial owner of the HTI Warrant. None of (ii) Sellers own the Seller Documents (Notes free and clear of all mortgages, liens, loans, and encumbrances, including all encumbrances and liens that arise in the ordinary course of business that might impair Sellers’ ownership or use of such property or assets. f. Due to the occurrence and continuation of one or more Events of Default, no Seller is obligated to extend any part thereof) further credit to the Company pursuant to the Note Purchase Agreement or the Seller Notes. g. No consent, approval, waiver, or authorization is currently assigned to, subordinated required to or subjected to any other security interest in favor of be obtained by Sellers from any person or entity. 5.2 Seller has delivered true and complete copies of entity (including any governmental authority) in connection with the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any rightexecution, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacitydelivery, and authority to execute and deliver this Agreement and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewith. 5.5 The execution, delivery and performance by Sellers of this Agreement and the consummation of the transactions contemplated by this Agreement do not and will not: (a) violate any Laws presently in effect having applicability to Seller or any property of Seller; (b) result in a breach or constitute a default under any agreement to which Seller is subject; or (c) require any Permitshereby. 5.6 This Agreement constitutes h. To Sellers’ Knowledge (as defined below), there is no material inaccuracy in the legalrepresentations made by the Company in Section 17(b)(ix) and (xviii) of the Strict Foreclosure Agreement. As used herein, valid and binding obligation the term “Sellers’ Knowledge” means the actual knowledge of Seller enforceable against Seller in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transactionPxxx Xxxxxx. 5.7 As of the date of this Agreementi. Xxxxxxx represent that no broker, the outstanding Obligations are set forth on Schedule 1 of this Agreement. 5.8 Seller has (a) given written instructions finder, or investment banker is entitled to any financial institution subject to agreements that (i) require automatic brokerage, finder’s or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned fee or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writing. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or commission in connection with the Loan Documents transactions contemplated by this Agreement based upon arrangements made by or on behalf of Sellers; provided, however, that out of an abundance of caution, the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value parties acknowledge that certain fees and expenses may be payable by the Company to TKO Mxxxxx. Sellers hereby agree that in the event any claim is made for a broker’s commission as a result of a Seller’s breach of the Loan Documentsrepresentation contained herein, Sellers shall hold Buyer and its successors and assigns harmless, and shall indemnify such parties, from and against any other instrument or document furnished pursuant to and all liabilities arising out of such claims, including reasonable attorneys’ fees and court costs. This paragraph shall survive the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated therebyClosing.

Seller’s Representations and Warranties. Seller hereby represents and warrants to Parent, and agrees, Purchaser that: 5.1 Hercules (a) Seller is a duly organized and validly existing Arkansas limited liability company, is qualified to do business and in good standing in the exclusive legal State of Louisiana and beneficial owner in the state of the Obligations and the Loan Documents. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned toits formation, subordinated to or subjected to any other security interest in favor of any person or entity. 5.2 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacityif different, and authority has full power to execute and deliver enter into this Agreement and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewiththis Agreement. 5.5 (b) The execution, execution and delivery and performance of this Agreement has been duly authorized by all necessary and the consummation of the transactions contemplated by this Agreement do not and will not: (a) violate any Laws presently in effect having applicability to Seller or any property appropriate action of Seller; (b) result in a breach or constitute a default under any agreement to which Seller is subject; or (c) require any Permits. 5.6 . This Agreement constitutes the a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms terms, subject to bankruptcy, fraudulent conveyance, moratorium or other creditor’s rights and limitations on equitable remedies. (c) No consent or approval of any person, entity, or governmental authority is entered into voluntarily required with respect to the execution and delivery of this Agreement by Seller or the consummation by Seller of the transactions contemplated hereby or the performance by Seller of its obligations under this Agreement. (d) There are no Space Leases, ground leases, license agreements, occupancy agreements or other similar agreements affecting all partiesor any portion of the Property except for the leases (collectively, the “Space Leases”) listed in Exhibit C to this Agreement. All of the Space Leases described in Exhibit C are in full force and effect, there are no defaults by any party thereunder nor has any event occurred which, with passage of time or the giving of notice or both, would constitute a default by Seller or, to the knowledge of Seller, by any other party thereunder, and true and complete copies of the Space Leases and all instruments and documents related to the Space Leases have been provided to Purchaser. (e) There are no Hotel Contracts or similar agreements affecting the Property except as set forth in Exhibit D to this Agreement. All of the Hotel Contracts are in full force and effect, there are no defaults by any party thereunder nor has any event occurred which, with passage of time or the giving of notice or both, would constitute a default by Seller or, to the knowledge of Seller, by any other party thereunder, and true and complete copies of the Hotel Contracts and all instruments and documents related to the Hotel Contracts have been provided to Purchaser. (f) The Existing Franchise Agreement is in full force and effect and has not been extended, amended, modified or otherwise supplemented. There are no defaults by Seller under the Existing Franchise Agreement or, to the knowledge of Seller, by any other party thereunder, nor has any event occurred which, with passage of time or the giving of notice or both, would constitute a default by Seller or, to the knowledge of Seller, by any other party thereunder. True and complete copies of the Existing Franchise Agreement have been provided to Purchaser. (g) All Permits necessary for the operation of the Hotel are set forth in Exhibit E to this Agreement. The transaction represented hereby is an arms-length transactionPermits are in full force and effect, Seller has received no notice of any violations thereof, and true and complete copies of all of the Permits have been delivered to Purchaser. 5.7 As (h) All Hotel Employees are employed by Seller or the Hotel’s property manager. Except as set forth in Exhibit F to this Agreement, there are no written or oral employment agreements, representation agreements, labor agreements, collective bargaining agreements or similar agreements affecting the Hotel or any of the Hotel Employees. Neither Seller nor Seller’s property manager has received any notice from any labor union or group of employees that such union or group represents or believes or claims it represents or intends to represent any of the Hotel Employees. There are no current strikes or work stoppages at the Hotel nor, to Seller’s knowledge, has any such strike or work stoppage been threatened. (i) Seller has received no notice of, and, to Seller’s knowledge, there are no, violations of laws, ordinances, orders or regulations (“Laws”) of governmental or quasi-governmental authorities with respect to the Property (including, without limitation, those related to environmental, labor or employment matters), and the current use of the Property is in compliance with all zoning and land-use laws and ordinances. (j) To Seller’s knowledge, no asbestos or petroleum or any substances defined as hazardous materials or hazardous wastes under any applicable Laws are or have been used, stored, generated or released at the Property. (k) Except as set forth in Exhibit G to this Agreement, there is no litigation, action, or proceeding pending or, to the best of Seller’s knowledge, threatened relating to the Property or the transactions contemplated by this Agreement, including, but not limited to, those alleging the violation of any Laws pertaining to employment or employment practices or those alleging violation of the Americans with Disabilities Act, nor is the Hotel affected by any settlement agreement, consent decree or other resolution to any prior litigation, action or proceeding. (l) Seller has provided to Purchaser (i) true and complete copies of all bills for real estate and personal property taxes and assessments for the 2006 tax year and the two immediately preceding tax years and (ii) a true and complete list of the current Hotel Employees together with a schedule setting forth the compensation and fringe benefits (including, but not limited to, benefit plans) accorded to such Hotel Employees. (m) Seller has provided to Purchaser unaudited financial statements and STR reports for the period from the opening of the Hotel through December 31, 2005 and year-to-date financial statements for the 2006 calendar year. All such statements for the Hotel are, and any financial statements for later periods to be provided by Seller pursuant to this Agreement shall be, true and correct and accurately reflect in all material respects the financial condition of the Hotel for the applicable period. There have been no material adverse changes in the financial condition of the Hotel since the date of this Agreement, the outstanding Obligations are set forth on Schedule 1 last such statement delivered to Purchaser prior to the execution of this Agreement. 5.8 (n) No Hotel Employees are employed under union agreements, collective bargaining, written or oral employment agreements or similar arrangements. (o) Seller owns good, merchantable and marketable fee simple title to the Purchased Assets subject only to the Permitted Exceptions. (p) Seller has (a) given written instructions not granted to any financial institution subject person or entity, other than Hilton pursuant to the Existing Franchise Agreement, any options or other agreements that of any kind, whereby any person or entity other than Purchaser will have acquired or will have any right to acquire title to all or any portion of the Purchased Assets. (q) Seller has paid all taxes (including, without limitation, transient occupancy (bed) taxes), assessments and other governmental charges relating to the operation of the Hotel were due and payable prior to the Effective Date. (r) Other than the agreements disclosed in this Agreement, there are no agreements, written or oral, affecting the Property, which would be binding on Purchaser following the Closing. (s) Seller is not a “foreign person” as defined in the Internal Revenue Code of 1986, as amended. (t) Neither Seller nor any person who owns a controlling interest in or otherwise controls Seller, nor to the best knowledge of Seller any other person or entity to whom Purchaser directly or indirectly pays amounts on behalf of or for the benefit of Seller pursuant to a provision of this Agreement, is (i) require automatic listed on the Specially Designated Nationals and Blocked Persons List or other account sweep arrangements whereby funds any similar list maintained by the Office of Foreign Assets Control, Department of the Borrowers are transferred Treasury, pursuant to accounts owned any authorizing statute, executive order or controlled by the Seller and/or that regulation, (ii) restrict a “specially designated global terrorist” or other person listed in Appendix A to Chapter V of 31 C.F.R., as the Borrowers’ withdrawal rights with respect same has been from time to time updated and amended, or (iii) a person either (A) included within the term “designated national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515 or (B) designated under Sections 1(a), 1(b), 1(c) or 1(d) of Executive Order No. 13224, 66 Fed. Reg. 49079 (published September 25, 2001) or a person similarly designated under any related enabling legislation or any other similar Executive Orders. As used in this Agreement, the term “Seller’s knowledge” or “known to Seller” shall mean the current actual knowledge of their accounts, in each case that such automatic sweeps shall be suspended and Seller on the particular date that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writing. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect is deemed to (a) any statementsbe made, warranties without independent inquiry or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value investigation of third parties other than inquiries of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition general manager and executive staff of the Collateral, (c) Property. Notwithstanding the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents foregoing or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect provision of this Agreement to the Borrowers or the Loan Documents and contrary, however, it shall be a condition precedent to Purchaser’s obligation to close the transactions contemplated therebyset forth herein that each representation and warranty of Seller which is limited to or by Seller’s knowledge be true and correct as if it were not so limited.

Seller’s Representations and Warranties. Seller hereby represents and warrants to Parent, and agrees, thatPurchaser as of the Effective Date as follows: 5.1 Hercules 10.1.1 Seller is a limited partnership, duly organized, validly existing and in good standing under the exclusive legal and beneficial owner laws of the Obligations and the Loan Documents. HTI is the exclusive legal and beneficial owner State of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entityTexas. 5.2 10.1.2 Subject to Section 8.2 above, Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, full power, legal capacity, right and authority to execute enter into and deliver this Agreement and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewith. 5.5 The this Agreement. Subject to Section 8.2 above, the execution, delivery and performance of this Agreement by Seller have been duly and the consummation of the transactions contemplated properly authorized by this Agreement do not and will not: (a) violate any Laws presently in effect having applicability to Seller or any property of Seller; (b) result in a breach or constitute a default under any agreement to which Seller is subject; or (c) require any Permits. 5.6 This Agreement constitutes the legal, valid and binding obligation of Seller enforceable against Seller proper corporate action in accordance with its terms applicable law and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transactionwith the Partnership Agreement of Seller. 5.7 As 10.1.3 To Seller’s knowledge, Exhibit O attached hereto is a true and complete list of all the date of this Agreementnotes, the outstanding Obligations are set forth on Schedule 1 of this Agreement. 5.8 Seller has (a) given written instructions to any financial institution subject to agreements that (i) require automatic or mortgages, assignments, guaranties and other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writing. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or documents executed in connection with the Loan Documents (the “Loan Documents”), including all amendments, supplements and modifications thereto 10.1.4 To Seller’s knowledge, Exhibit K attached hereto lists all of the Service Contracts entered into by Seller that affect the Property and the service provider under each Service Contract other than those that are both subject to confidentiality restrictions and which will not be assigned to Purchaser at Closing. Notwithstanding anything in this Agreement to the contrary, Seller does not covenant or represent that any service provider will not be in default under their respective Service Contracts, and the existence of any default by any service provider under any Service Contract shall not affect the obligations of Purchaser hereunder. 10.1.5 To Seller’s knowledge, except as set forth on Exhibit L attached hereto, Seller has not received from any governmental authority having the power of eminent domain any written notice of any condemnation of the Property or any part thereof. 10.1.6 To Seller’s knowledge, except as set forth on Exhibit M attached hereto, there is no pending, or to Seller’s knowledge threatened, litigation, action, suit, arbitration, administrative or judicial proceeding against Seller or the executionProperty. 10.1.7 Seller has not made a general assignment for the benefit of its creditors, legalityand has not admitted in writing its inability to pay its debts as they become due, validitynor has Seller filed any bankruptcy, enforceabilityreorganization, perfectionarrangement, priorityinsolvency or liquidation proceedings, genuinenessor any other proceeding for the relief of debtors in general, sufficiency nor has any such proceeding been instituted by or value against Seller, nor is any such proceeding to Seller’s knowledge, contemplated. 10.1.8 Seller has received no written notice of any default under the Loan Documents, . 10.1.9 See additional representations and agreements in Exhibit P given for the sole purpose of Purchaser’s IPO and provided Purchaser shall indemnify Seller for any other instrument losses or document furnished pursuant claims as a result of such representations in a form satisfactory to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated therebySeller.

Seller’s Representations and Warranties. Seller hereby represents and warrants to ParentPurchaser as of the date of this Agreement as follows: 7.1.1 Seller has been duly incorporated under the laws of the State of Minnesota and is in good standing under the laws of the State of Texas, is duly qualified to transact business in the State of Texas, and agrees, that: 5.1 Hercules is has the exclusive legal and beneficial owner of the Obligations and the Loan Documents. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entity. 5.2 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacity, requisite power and authority to execute enter into and deliver this Agreement and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewith. 5.5 The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated documents and instruments required to be executed and delivered by this Agreement do not and will not: (a) violate any Laws presently in effect having applicability to Seller or any property of Seller; (b) result in a breach or constitute a default under any agreement to which Seller is subject; or (c) require any Permits. 5.6 pursuant hereto. This Agreement constitutes the legal, has been duly executed and delivered by Seller and is a valid and binding obligation of Seller enforceable against Seller in accordance with its terms terms. This Agreement and is entered into voluntarily the documents and instruments required to be executed and delivered by Seller pursuant hereto have each been duly authorized by all parties. The transaction represented hereby necessary corporate action on the part of Seller and that such execution, delivery and performance does and will not conflict with or result in a violation of Seller's articles of incorporation or by-laws or any judgment, order or decree of any court or arbiter to which Seller is an arms-length transactiona party, or any agreement to which Seller and/or any of the Property is bound or subject. 5.7 As 7.1.2 Seller is not a "foreign person," "foreign partnership," "foreign trust," "foreign estate" or "disregarded entity" as those terms are defined in Section 1445 of the date of this Agreement, the outstanding Obligations are set forth on Schedule 1 of this AgreementInternal Revenue Code. 5.8 7.1.3 Neither the entry into nor the performance of, or compliance with, this Agreement by Seller will result in any violation of, or default under, or result in the acceleration of, any obligation under the partnership agreements or articles of incorporation, as applicable, of Seller, or any existing mortgage indenture, lien agreement, note, contract, permit, judgment, decree, order, restrictive covenant, statute, rule or regulation applicable to Seller or the Property. 7.1.4 No party, other than Purchaser and EDC, has (a) given written instructions any right or option to any financial institution subject to agreements that acquire the Property. 7.1.5 Seller (i) require automatic is not in liquidation or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that dissolution, (ii) restrict has not made an assignment for the Borrowers’ withdrawal rights benefit of creditors or admitted in writing its inability to pay its debts as they mature, or (iii) has been adjudicated a bankrupt or filed a petition in voluntary bankruptcy or a petition or answer seeking reorganization or an arrangement with creditors under the federal bankruptcy laws or any other similar law or statue of the United States or any jurisdiction and, to knowledge of the Seller, no such petition has been filed against Seller. 7.1.6 To Seller's knowledge, there are no pending arbitration proceedings or unsatisfied arbitration awards, or judicial orders respecting awards, with respect to the Property. 7.1.7 No notice has been received by Seller from the insurance company that issued the casualty insurance policy covering the Property stating that any of such policy is not in full force and effect, will not be renewed or will be renewed only at a materially higher premium rate than is presently payable therefor. 7.1.8 No service contract will be binding upon Purchaser or the Property and all service contracts can be terminated upon thirty (30) days notice. 7.1.9 A list of the Licenses is annexed hereto as Schedule 1. To Seller's knowledge, all Licenses are in full force and effect, and Seller has not received any written notices of revocation of any Licenses. 7.1.10 There are no pending or, to Seller's knowledge, threatened condemnation affecting the Property or any improvement liens or special assessments to be made against the Property by any governmental authority. 7.1.11 Seller has not received any written notice of any violation from any governmental authority concerning the condition, use or occupancy of the Property or with respect to any encumbrance upon any Property which has not been corrected. 7.1.12 To Seller's knowledge, the only Warranties in effect for any of the Property are described on Schedule 2. 7.1.13 For the purpose of this Section, the term "Hazardous Substances" shall mean substances defined as a "hazardous waste", "hazardous substance", "toxic substance" or any word of similar import under any Environmental Laws, including, without limitation, oil, petroleum, or any petroleum derived substance or waste, asbestos or asbestos-containing materials, PCBs, explosives, radioactive materials, dioxins, or urea formaldehyde insulation. As used herein, "Environmental Laws" shall include, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. Section 9601, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., the Clean Air Act, 42 U.S.C. Section 7401, et seq., the Clean Water Act, 33 U.S.C. Section 1251, et seq., the Toxic Substance Control Act, 15 U.S.C. Section 2601, et seq., and the Occupational Safety and Health Act, 29 U.S.C. Section 651, et seq., as any of the preceding have been amended prior to the date hereof, and any other federal, state, or local law, ordinance, regulation, rule, order, decision or permit relating to the protection of the environment or of human health from environmental effects of Hazardous Substances and which are applicable to any of the Property. To the knowledge of Seller, and except for those conditions specifically described in the Environmental Report, (i) Seller has not spilled or released any Hazardous Substances in, on or under any of the Property so as to impose liability or require remediation under any Environmental Law; (ii) Seller has no knowledge of any spill or release of Hazardous Substances in, on or under any of the Property; (iii) Seller has no material unpaid liability under, and Seller has caused no material violation of, any Environmental Laws; and (iv) Seller has no knowledge of any liability under or violation of any Environmental Laws or condition that could give rise to such liability or violation with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writingProperty. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated thereby.

Seller’s Representations and Warranties. Other than as set forth below, Buyer acknowledges that neither Seller nor its agents have made, do make, or will make, and each hereby disclaims any representation or warranty, whether express, implied, or statutory, whether oral or written, with respect to the Property. In addition to other representations herein, Seller represents and warrants to Parent, and agrees, Buyer as of the date of closing that: 5.1 Hercules is the exclusive legal and beneficial owner of the Obligations and the Loan Documents. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entity. 5.2 7.1 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacity, full power and authority to execute and deliver this Agreement and perform Seller's obligations and duties hereunder; 7.2 The Property is not subject to perform its obligations hereunder any lease or tenancies except the leases with Target and under each other agreement that Seller may execute and deliver in connection herewithKids. 5.5 7.3 The executionemployees of Seller's agent listed below as "Representing Employees" have not received any notice and are not aware of any notice that the Property, delivery and performance of this Agreement and the consummation sale of the transactions contemplated by this Agreement do not and will not: (a) violate any Laws presently in effect having applicability to Seller or any property of Seller; (b) result in a breach or constitute a default under any agreement to which Seller is subject; or (c) require any Permits. 5.6 This Agreement constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As of the date of this Agreement, the outstanding Obligations are set forth on Schedule 1 of this Agreement. 5.8 Seller has (a) given written instructions to any financial institution subject to agreements that (i) require automatic or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writing. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents Property or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent use occupancy or condition of the CollateralProperty violates any applicable statute, (c) the financial condition ordinance or regulation, or any order of any court or any governmental authority or agency; 7.4 Seller is not a "foreign person" for purposes of Section 1445 of the Borrowers Internal Revenue Code. Prior to closing, Seller shall execute and deliver to Escrow Holder an affidavit in order to meet the Foreign Investment in Real Property Tax Act ("FIRPTA") requirements of I.R.C. # 1445; and 7.5 The employees of Seller's agent listed below as "Representing Employees" represent that, without having done any investigation whatsoever (other than Phase 1 and asbestos reports referenced in Section 3.9), they have received no notice and are not aware of (other than as might be shown in the Phase 1 and asbestos reports referenced in Section 3.9)(i) any notice from any agency suggesting that the Property is or any guarantor may be targeted for a Superfund or similar type of the Obligationscleanup, or (ii) that the performance Property has ever been used for the storage of oil, solvents, fuels or observance by the Borrowers or any guarantor of the Obligations chemicals in violation of any of their respective obligations under governmental law, order or regulation. However, Seller advises Buyer to review the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect Phase 1 referenced in Section 3.9 to satisfy itself as to the Borrowers or history of such uses, if any on the Loan Documents and the transactions contemplated therebyProperty.

Seller’s Representations and Warranties. 4.1 The Parties have intensively discussed and negotiated if and to what extent the Sellers shall be liable for defects relating to the Shares, the Shareholder Loans or the business of the beta Group and have decided to depart from the statutory warranties regarding sold goods (gesetzliche Kaufgewahrleistung). Instead, they have agreed to replace the statutory system and provide for an independent catalogue of specific rights of the Purchaser individually agreed as set forth in this Clause 4. The representations and warranties of each Seller hereby pursuant to this Clause 4.1 shall not constitute guarantees (Garantien) within the meaning of section 444 BGB, but shall constitute separate, independent obligations of a Seller and the scope and content of each representation and warranty of each Seller and any liability of a Seller arising hereunder shall be exclusively defined by the provisions of this Clause 4 and the remainder of this Agreement, which provisions form an integral part of the representations and warranties given by each Seller. 4.1.1 Subject to the limitations of liabilities and the explicit restrictions of certain legal rights, including certain caps agreed in this Agreement, each Seller severally represents and warrants to ParentPurchaser in respect of itself and those Shares and Shareholder Loans sold by it hereunder only, by way of an independent guarantee (selbstandiges Garantieversprechen) pursuant to section 311 paragraph 1 BGB, that the statements set out in this Clause 4.1.1 are true and agrees, that: 5.1 Hercules is the exclusive legal and beneficial owner correct as of the Obligations and the Loan Documents. HTI is the exclusive legal and beneficial owner date hereof as well as of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entityClosing Date. 5.2 4.1.1.1 Each Seller which is a legal person has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacity, full corporate power and authority to execute and deliver enter into this Agreement and to perform its obligations hereunder carry out the transactions contemplated hereby and such transactions have been duly authorised by all necessary corporate action on the part of such Seller. Each Seller which is a natural person is authorised and has capacity to enter <PAGE> -15- into this Agreement and to carry out the transaction contemplated hereby and, to the extent the same is required, the consent under each other agreement that Seller may execute and deliver section 1365 BGB is attached in connection herewithSchedule 4. 5.5 1.1.1. This Agreement has been duly executed by or on behalf of each Seller and constitutes its binding obligations. 4.1.1.2 There is no action, suit, investigation or proceeding pending against, or to each Seller's actual knowledge, as of the date hereof, threatened against or affecting, such Seller before any court or arbitrator or any governmental body, agency, official or other third party which in any manner challenges or seeks to prevent the transfer of the Shares or, where relevant, the Shareholder Loans. 4.1.1.3 The executionstatements in Preamble (A) in respect of the Company are correct. 4.1.1.4 Each Seller is the owner of those Share(s) sold by it pursuant to Clause 2.1 or offered pursuant to the "CALL OPTION", delivery and performance of that Shareholder Loan (if any) sold by it under Clause 2.3. On the Closing Date such Share(s) and Shareholder Loan will be unencumbered and free from any third parties' rights, subject to the Releases becoming effective and save only to the extent the survival or creation of third party rights is caused (in whole or in part) by Purchaser or its financing sources, in particular if Purchaser creates new third party rights. 4.1.1.5 The statements in Schedule B are true and correct. The Company holds those and only those direct and indirect participations in the beta Group Companies shown in Schedule B. Subject to the Releases becoming effective and save only to the extent the survival or creation of third party rights is caused (in whole or in part) by Purchaser or its financing sources, in particular if Purchaser creates new third party rights, there are no encumbrances or any other third party rights, including rights to subscribe for any new shares or interest, affecting such shares and interest in the beta Group Companies. 1.2 Subject to the limitations of liabilities and the explicit restrictions of certain legal rights, including certain caps agreed in this Agreement, each Active Manager severally represents and warrants to Purchaser by way of an independent guarantee (selbstandiges Garantieversprechen) pursuant to section 311 paragraph 1 BGB, that to the Best Knowledge of the respective Active Manager, the statements set out in Schedule 4.1.2 are true and correct as of the date hereof and no Active Manager is, to the Best Knowledge of the respective Active Manager, aware that they will not be true and correct as of the Closing Date as anticipated to occur on 3rd March 2006. "BEST KNOWLEDGE" of the respective Active Manager within the meaning of this Agreement and shall mean the consummation actual knowledge (Kennen) of the transactions contemplated by this Agreement do not and will not: (a) violate any Laws presently in effect having applicability to Seller or any property of Seller; (b) result in a breach or constitute a default under any agreement to which Seller is subject; or (c) require any Permits. 5.6 This Agreement constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As Active Managers as of the date hereof and the knowledge they could have had (Xxxxxx xxxxxx), had the respective Active Manager observed the standard of this Agreement, the outstanding Obligations are set forth on Schedule 1 of this Agreement. 5.8 Seller has (a) given written instructions care applicable to any financial institution subject to agreements that (i) require automatic or other him taking account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended individual position and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writinglevel of responsibility. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated thereby.

Seller’s Representations and Warranties. Seller hereby represents and warrants to Parent, and agrees, Purchaser that: 5.1 Hercules (a) Seller is a duly organized and validly existing California limited liability company, is in good standing in the exclusive legal State of California and beneficial owner in the state of the Obligations and the Loan Documents. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned toits formation, subordinated to or subjected to any other security interest in favor of any person or entity. 5.2 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacityif different, and authority has full power to execute and deliver enter into this Agreement and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewiththis Agreement. 5.5 (b) The execution, execution and delivery and performance of this Agreement has been duly authorized by all necessary and the consummation of the transactions contemplated by this Agreement do not and will not: (a) violate any Laws presently in effect having applicability to Seller or any property appropriate action of Seller; (b) result in a breach or constitute a default under any agreement to which Seller is subject; or (c) require any Permits. 5.6 . This Agreement constitutes the a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms terms, subject to bankruptcy, fraudulent conveyance, moratorium or other creditor’s rights and limitations on equitable remedies. (c) No consent or approval of any person, entity, or governmental authority is entered into voluntarily required with respect to the execution and delivery of this Agreement by Seller or the consummation by Seller of the transactions contemplated hereby or the performance by Seller of its obligations under this Agreement. (d) There are no Space Leases, ground leases, license agreements, occupancy agreements or other similar agreements affecting all partiesor any portion of the Property except for the leases (collectively, the “Space Leases”) listed in Exhibit C (as supplemented pursuant to Section 5.05(p) below) to this Agreement. All of the Space Leases described in Exhibit C are in full force and effect, there are no defaults by any party thereunder, and true and complete copies of the Space Leases and all instruments and documents related to the Space Leases have been provided to Purchaser. (e) There are no Hotel Contracts or similar agreements affecting the Property except as set forth in Exhibit D to this Agreement (as supplemented pursuant to Section 5.05(p) below). Any equipment leases set forth on Exhibit D (as supplemented pursuant to Section 5.05(p) below) are specifically identified as such. All of the Hotel Contracts are in full force and effect, there are no defaults by Seller or, to Seller’s knowledge, any other party thereunder, and true and complete copies of the Hotel Contracts and all instruments and documents related to the Hotel Contracts have been provided to Purchaser. (f) The Existing Franchise Agreement is in full force and effect and has not been extended, amended, modified or otherwise supplemented. To Seller’s knowledge, after due inquiry of Hilton, there are no defaults by Seller under the Existing Franchise Agreement or, to the knowledge of Seller, by any other party thereunder, nor has any event occurred which, with passage of time or the giving of notice or both, would constitute a default by Seller or, to the knowledge of Seller, by any other party thereunder. True and complete copies of the Existing Franchise Agreement have been provided to Purchaser. (g) To Seller’s knowledge all Permits necessary for the operation of the Hotel are set forth in Exhibit E to this Agreement. The transaction represented hereby is an arms-length transactionPermits are in full force and effect, Seller has received no notice of any violations thereof, and true and complete copies of all of the Permits have been delivered to Purchaser. 5.7 As (h) All Hotel Employees are employed by Seller or the Hotel’s property manager. There are no agreements relating to any representation, labor or collective bargaining agreement affecting the Hotel, and no Hotel Employees are employed under union agreements, collective bargaining, written or oral employment agreements or similar arrangements. Neither Seller nor to Seller’s knowledge, Seller’s property manager has received any notice from any labor union or group of employees that such union or group represents or believes or claims it represents or intends to represent any of the Hotel Employees. There are no current strikes or work stoppages at the Hotel nor, to Seller’s knowledge, has any such strike or work stoppage been threatened. (i) Seller has received no notice of, and, to Seller’s knowledge, there are no violations of laws, ordinances, orders or regulations (“Laws”) of governmental or quasi-governmental authorities with respect to the Property (including, without limitation, those related to environmental, labor or employment matters) and the current use of the Property is in compliance with all zoning and land-use laws and ordinances. (j) To Seller’s knowledge, except as set forth on Exhibit I attached hereto no asbestos or petroleum or any substances defined as hazardous materials or hazardous wastes under any applicable Laws are or have been used, stored, generated or released at the Property. (k) Except as set forth on Exhibit J attached hereto, there is no litigation, action, or proceeding pending or, to the best of Seller’s knowledge, threatened relating to the Property or the transactions contemplated by this Agreement, including, but not limited to, those alleging the violation of any Laws pertaining to employment or employment practices or those alleging violation of the Americans with Disabilities Act, nor is the Hotel affected by any settlement agreement, consent decree or other resolution to any prior litigation, action or proceeding. (l) Seller has provided to Purchaser (i) true and complete copies of all bills for real estate and personal property taxes and assessments for the 2004 tax year and the two immediately preceding tax years and (ii) a true and complete list of the current Hotel Employees together with a schedule setting forth the compensation and fringe benefits (including, but not limited to, benefit plans) accorded to such Hotel Employees. (m) Seller has provided to Purchaser unaudited financial statements and STR reports for the 2000, 2001, 2002 and 2003 calendar years and year-to-date financial statements for the 2004 calendar year. All such statements for the Hotel are, and any financial statements for later periods to be provided by Seller pursuant to this Agreement shall be, true and correct and have, or will, accurately reflect in all material respects the financial condition of the Hotel for the applicable period. There have been no material adverse changes in the financial condition of the Hotel since the date of this Agreement, the outstanding Obligations are set forth on Schedule 1 last such statement delivered to Purchaser prior to the execution of this Agreement. 5.8 (n) Seller owns good and marketable title to the Purchased Assets, subject only to the Permitted Exceptions. (o) Other than to Hilton pursuant to the Franchise Agreement, Seller has (a) given written instructions not granted to any financial institution person or entity any options or other agreements of any kind, whereby any person or entity other than Purchaser will have acquired or will have any right to acquire title to all or any portion of the Purchased Assets. (p) Seller has paid all taxes (including, without limitation, transient occupancy (bed) taxes), assessments and other governmental charges relating to the operation of the Hotel that were due and payable prior to the Effective Date. (q) Other than the agreements disclosed in this Agreement, and to Seller’s knowledge, there are no agreements, written or oral, affecting the Property, which would be binding on Purchaser following the Closing. (r) Seller is not a “foreign person” as defined in the Internal Revenue Code of 1986, as amended. (s) Mxxxxxx XxXxxxx is President and Chief Operating Officer of Seller and Pxxxx Xxxxxxxxx is Vice President — Development of Seller. Mx. XxXxxxx and Mx. Xxxxxxxxx are the individuals employed by Seller having supervisory responsibility for and control of the Hotel and are the employees of Seller having the most knowledge of the matters which are the subject of the foregoing representations which are limited to agreements that Seller’s knowledge. (t) Neither Seller nor any of its respective officers, directors, shareholders, partners, members or affiliates (including the indirect holders of equity interests in Borrower) is an entity or person: (i) require automatic that is listed in the Annex to, or other account sweep arrangements whereby funds is otherwise subject to the provisions of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that Executive Order 13224 issued on September 24, 2001 (“EO13224”); (ii) restrict whose name appears on the Borrowers’ withdrawal rights with respect United States Treasury Department’s Office of Foreign Assets Control (“OFAC”) most current list of “Specifically Designated National and Blocked Persons” (which list may be published from time to any of their accounts, time in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writing. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particularvarious mediums including, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title not limited to, valuethe OFAC website, naturehttp:wxx.xxxxx.xxx/xxxx/x00xxx.xxx)(xxx “OFAC List”); (iii) who commits, extent threatens to commit or condition of the Collateralsupports “terrorism”, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto as that term is defined in EO 13224; or (div) who is otherwise affiliated with any credit decisions made by the Seller with respect to the Borrowers entity or the Loan Documents and the transactions contemplated therebyperson listed above.

Seller’s Representations and Warranties. Seller hereby represents and warrants to ParentPurchaser that as of May 27, 1998 (as to clauses (i)-(xiv)) and agrees, that: 5.1 Hercules is the exclusive legal and beneficial owner as of the Obligations date hereof (as to clauses (xv) through (xx)): (i) Trust is a duly formed and validly existing trust organized under the Loan Documentslaws of Illinois. HTI Trust is authorized to own and convey title to land in the exclusive legal State of Maryland. LLC is a duly formed and beneficial owner validly existing limited liability company organized under the laws of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entityDelaware. 5.2 (ii) Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any full legal right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacity, power and authority to execute and deliver this Agreement and all documents now or hereafter to be executed by it pursuant hereto (collectively, the "Seller's Documents"), to consummate the transaction contemplated in this Agreement, and to perform its obligations hereunder under this Agreement and the Seller's Documents. The persons signing this Agreement on behalf of Seller are authorized to do so. (iii) Neither Owner nor Seller has been served with any litigation which is still pending with respect to the Property that would adversely affect Seller's ability to perform its obligations under this Agreement, or that would affect title to the Property after Closing or the enforcement of any of the Leases, or that would materially and adversely affect the financial condition or operation of the Property, nor to Seller's Knowledge has any such litigation been (a) filed but not served or (b) threatened in writing against Seller or Owner. (iv) Purchaser has been given access to, or possession of, complete and accurate copies of (a) the Existing Loan Documents existing as of the date of this Agreement, and (b) to Seller's Knowledge, the Leases, the Permits and Licenses, the Guaranties and Warranties, the Service Contracts and the Plans and Reports (and all amendments thereto) existing of as December 31, 1996. (1) the information contained in the schedule of leases attached to and made a part of this Agreement as Exhibit X (the "Lease Schedule") is complete and accurate as of December 31, 1996; and (2) there were no leases, or to Seller's Knowledge, tenancies or other rights to occupy the Property, as of December 31, 1996 other than those set forth in the Lease Schedule. (b) Except as set forth in the Lease Schedule or as previously disclosed to or learned by Purchaser as manager under the Management Agreement: (1) No action or proceeding has been instituted against Owner (in which Owner has received process) by any tenant of the Property which is presently pending in any court, except with respect to claims involving personal injury or property damage, other than those referred to in Exhibit Y attached to and made a part of this Agreement, and to Seller's Knowledge, no such action or proceeding has been threatened in writing against Owner and, with the exception of claims or offsets referred to in Exhibit Z, there are no outstanding written claims for rent offsets or otherwise by any tenants against Owner. (2) Owner holds no security or other tenant deposits. (3) All security and other tenant deposits have been held and, where applicable, returned in compliance with all applicable rules, ordinances and statutes. (4) There are no leasing commissions outstanding which are payable out of rents. (5) To Seller's Knowledge, each Lease is in full force and effect. (6) To Seller's Knowledge, no default exists on the part of Owner or any tenant under any Lease. (7) To Seller's Knowledge, no tenant has any defense, offset or counterclaim against or with respect to rent and other agreement that Seller may sums payable by it under its Lease except as set forth in its Lease. (8) There are no concessions, free rent periods, tenant improvement obligations or improvement allowances to any tenant not specified in the applicable Lease. If any Lease contains provisions which are inconsistent with the foregoing representations and warranties, such representations and warranties shall be deemed modified to the extent necessary to eliminate such inconsistency and to conform such representations and warranties to the provisions of such Lease. (1) The Beneficial Owner has the full legal right, power and authority to execute and deliver the Subscription Agreement, the Registration Rights Agreement and the Partnership Agreement and to perform its obligations thereunder. The address set forth for the Beneficial Owner on Exhibit D is the principal legal address of the Beneficial Owner. The Registration Rights Agreement and the Subscription Agreement and each instrument to be executed by the Beneficial Owner in connection herewithwith either such agreement or this Agreement (including, without limitation, the Partnership Agreement) will, when executed and delivered, be valid and enforceable against the Beneficial Owner in accordance with their respective terms, except as affected by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and the application of equitable principles. 5.5 (2) The direction by Seller to deliver the Class B Units directly to the Beneficial Owner has been duly and validly authorized by all requisite action of Seller and the allocation to the Beneficial Owner (together with cash, if any, which the Beneficial Owner will receive as a result of the transactions contemplated by this Agreement) is a correct allocation of the portion of the Purchase Price to which such Beneficial Owner is entitled. (3) To Seller's knowledge, no consent, approval or other authorization or order of, and no filing with or waiver of rights by, any governmental authority or any other person is required in connection with the direction by Seller to deliver the Class B Units directly to the Beneficial Owner. (4) Neither the issuance of the Class B Units directly to the Beneficial Owner nor the execution, delivery and performance of this the Registration Rights Agreement, the Subscription Agreement and the consummation Partnership Agreement by the Beneficial Owner shall (1) violate or conflict with any provision of the transactions contemplated by this Agreement do not and will not: partnership agreement or other organizational instruments of the Beneficial Owner, (a2) violate any Laws presently to Seller's knowledge, result in effect having applicability to Seller a breach of, or any property constitute default under (or with notice or lapse of Seller; (b) time of time or both, result in a breach or constitute a default under under) any contract or other agreement or instrument to which Seller the Beneficial Owner is subject; a party or by which it is bound, or (c3) require conflict with any Permitsmaterial law applicable to the Beneficial Owner. 5.6 This (a) Except as may have been previously disclosed to or learned by Purchaser or Manager as manager under the Management Agreement constitutes or as described in the legaldocuments set forth on Exhibit AA ("Environmental Reports"): (1) Seller has no Knowledge of any failure to comply with any applicable laws, valid regulations, ordinances, codes, judgments, or other governmental requirements (collectively, "Laws") with respect to the use, occupancy, construction or condition of the Property (collectively, "Violations"), including without limitation zoning, planning, building, safety, health, electrical, plumbing, or fire Laws and binding obligation "Environmental Laws" (as defined below) which has not been corrected to the satisfaction of Seller enforceable against Seller in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As of the appropriate governmental authority prior to the date of this Agreement. (2) No written notice has been received from any insurer of the Property requesting any improvements, alterations, additions, corrections, or other work in, on or about the outstanding Obligations are set forth on Schedule 1 of this Property. Purchaser shall be promptly notified if any such notice is received that Owner did not obtain from Purchaser as manager under the Management Agreement. 5.8 Seller has (b) Without limiting the preceding subparagraph (a), except as may have been previously disclosed to or learned by Purchaser or Manager as manager under the Management Agreement or as described in the Environmental Reports, to Seller's Knowledge: (1) given written instructions to No enforcement action for violation of Environmental Laws has been taken while Owner owned the Property, or is now pending or threatened by any financial institution subject to agreements that (i) require automatic or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights governmental authority with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writingProperty. 5.9 Except as expressly provided (2) No Hazardous Substance is present on the Property that is handled or stored in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligationsa manner, or is present in quantities, which violates any applicable Environmental Laws. (3) There are no underground or above ground storage tanks at the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated therebyProperty.

Seller’s Representations and Warranties. Seller hereby represents covenants, represents, and warrants the following from the Date of this Agreement through the applicable date of Closing as to Parent, and agrees, thatthe Lots being purchased at such Closing unless otherwise specifically noted: 5.1 Hercules i. Seller is a limited liability company duly organized, validly existing and in good standing under the exclusive legal and beneficial owner laws of the Obligations and the Loan DocumentsState of South Carolina; ii. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entity. 5.2 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all full right, power, legal capacity, and authority to enter into this Agreement and sell the Property to the Buyer pursuant to the terms and conditions of this Agreement including the power and authority to execute and deliver deliver, all of the seller’s closing documents and other deliveries provided the Seller’s Conditions Precedent have been satisfied; iii. Seller has not (A) made a general assignment for the benefit of creditors, (B) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Seller’s creditors (C) suffered the appointment of a receiver to take possession of all, or substantially all, of Seller’s assets, which remains pending or (D) suffered the attachment or other judicial seizure of all, or substantially all of Seller’s assets, which remains pending; iv. Seller is not a party to any agreement that would prohibit Seller from selling the Property to the Buyer under this Agreement; v. Seller has not entered into and will not enter into any agreement granting to any person or entity any right or option to acquire the Property or the Seller, or any portion thereof that is not subordinate to the rights of Buyer under this Agreement; vi. Seller is not an entity with whom U. S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); vii. Seller has good and marketable fee simple title to the Property; viii. No portion of any building pad on a Lot is or shall be located within a flood plain, flood prone area, buffer wetlands, jurisdictional waters or special flood hazard area as indicated by any map or plats issued or controlled by FEMA, the Federal Insurance Administration, or any other federal, state or local agency; ix. As the Date of this Agreement there are no impact fees, taxes, levies, assessments or special fees of any kind (other than normal ad valorem property taxes, tap fees and building permit fees for the Lots which the Buyer shall be responsible for paying when due) imposed by any governmental authority or utility provider that would be payable by Buyer in connection with its use of the Property; x. No commitments have been made to any governmental authority, utility company, school board, church, religious body, homeowner’s association, or other organization, group, or individual that would impose an obligation upon Buyer to construct any improvements, to make any contribution of money, to dedicate any land or to maintain any land or improvements; xi. Except for assessments under the Waterbridge Declaration, all assessments against the Property are shown in the official records of Horry County, South Carolina; other than the widening of Carolina Forest Boulevard (which assessments shall be an expense of Seller), to the Seller’s knowledge no site or area improvements have been constructed or installed by any public authority the cost of which may be assessed in whole or in part against any part of the Property; and Seller has not been notified of any possible future improvements that might create an assessment against any part of the Property; xii. As of the Date of this Agreement, Seller has no notice or knowledge of any threatened, taking or condemnation of the Property or any portion thereof, or any action, litigation or proceeding by any organization, person or governmental agency affecting the Property or Seller; xiii. As of the Date of this Agreement, Seller has no notice or knowledge of any violation of law, order, ruling, ordinance, rule or regulation with respect to Seller or the Property; xiv. During the txxx Xxxxxx has owned the Property, and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver Seller’s knowledge with regard to the time prior to Seller’s ownership of the Property: (1) none of the Property has been excavated or filled except in connection herewith.with the development of the lakes within the Subdivision and the development of the Lots; (2) no construction or other debris (including, without limitation, livestock, other organic materials, strippings, rocks, stumps or concrete) has been buried upon the Property except in connection with the normal movement of dirt for development of the Property; and (3) the Property has not contained a bury or borrow pit; 5.5 xv. The executionProperty is not being, assessed or taxed under any agricultural, special use, open space, “Conservation Use”, “Current Use”, “Green Acres” or similar valuation or program; xvi. Seller has filed all federal, state and local tax returns as required by law with respect to Seller and the Property; xvii. The Lots have or will have vehicular and pedestrian access to and from Carolina Forest Boulevard, a public right-of-way, through easements over private streets within the Subdivision which are or will be governed by the terms and conditions of the Waterbridge Declaration; xviii. The execution and delivery and performance of this Agreement and the consummation of sale of the transactions contemplated by this Agreement do Lots in a series of takedowns will not and will not: (a) violate any Laws presently in effect having applicability to Seller or any property of Seller; (b) result in a breach of any of the terms of, or constitute a default under under, any agreement (1) indenture, contract or instrument to which Seller is subject; a party or by which Seller or the Property is bound, or (c2) require law, order, ruling, ordinance, rule, order or regulation with respect to Seller or the Property or the use or construction thereof; xix. To Seller’s knowledge, the Land contains no threatened or endangered species or endangered or protected habitats or items of archaeological significance as defined by applicable state and federal laws; xx. To Seller’s knowledge, there are no cemeteries, grave sites or burial sites or archaeological or historic artifacts or sites located on the Property; xxi. The Lots developed by Seller, without Buyer exercising any Permits. 5.6 This Agreement constitutes Step-In-Rights, when closed upon by the legalBuyer will be usable as Lots upon which a single-family residence can be constructed and used for residential purposes without extraordinary expense for: footings, valid foundation, slab installation, or for sewer and binding obligation of Seller enforceable against Seller water installation, in accordance with its terms the Development Specifications and is entered into voluntarily by all partiesthe Subdivision Plans; xxii. The transaction represented hereby following shall be the utility providers for the Subdivision: Telephone: Horry Telephone Cooperative (“HTC”); Electric: Santee Cxxxxx; Cable with Internet: HTC; Water: Grand Strand Water and Sewer; and Sewer: Grand Strand Water and Sewer; xxiii. To Seller’s knowledge, the information and materials furnished and to be furnished by Seller to Buyer, and Seller’s representations and warranties made herein or in connection herewith, are true, complete and accurate and do not omit any material information necessary to make the same true or not misleading; xxiv. The Property is an armszoned to allow the construction of single-length transaction.family homes; 5.7 xxv. As occasioned by the prior use of the date Property from approximately 1940- 1948 as the Cxxxxx Bombing and Gunnery Range, to Seller’s knowledge, solely in reliance on its review of this Agreementthe information set forth in that letter to Mx. Xxx X. Garrell of LandBank Fund IX, LLC from ERM Southeast, Inc. June 29, 2005 (the “LandBank ERM Letter”) and that Phase III Target Anomaly Removal Report Parcel B of Tract 18B of Safety and Target Zones, Areas B and B-1 Former Cxxxxx Bombing and Gunnery Range prepared by ERM dated June 2005 (the “ERM Phase III Removal Report” and collectively with the LandBank ERM Letter and the preceding proposals, work plan, and reports prepared by ERM referenced therein, the outstanding Obligations are “ERM Reports”), (A) with the exception of the wetland areas, the Property has been cleared of all surface and subsurface explosive ordinance within at least six (6) feet from the surface to the extent further described in such ERM Reports subject to the disclaimers and limitations set forth on Schedule 1 of this Agreement. 5.8 Seller has (a) given written instructions to any financial institution subject to agreements that (i) require automatic or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreementstherein, and (bB) the Borrowers removal of exploded and each such financial institution has acknowledged and agreed to such instructions unexploded ordinance on the Property was completed by ERM in writing. 5.9 Except as expressly provided the manner set forth in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant ERM Phase III Removal Report subject to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents disclaimers and the transactions contemplated thereby.limitations set forth therein;

Seller’s Representations and Warranties. Seller hereby represents and warrants to Parent, and agrees, that: 5.1 Hercules is the exclusive legal and beneficial owner Purchaser that as of the Obligations date of this Agreement (unless otherwise stated below): (i) Seller is a duly formed and validly existing corporation organized under the Loan Documentslaws of Illinois. HTI Seller is authorized to own and convey title to land in the exclusive legal and beneficial owner State of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entityMassachusetts. 5.2 (ii) Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any full legal right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacity, power and authority to execute and deliver this Agreement and all documents now or hereafter to be executed by it pursuant hereto (collectively, the "Seller's Documents"), to consummate the transaction contemplated in this Agreement, and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewith. 5.5 The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by Seller's Documents. The person signing this Agreement do not and will not: (a) violate any Laws presently in effect having applicability to Seller or any property on behalf of Seller; (b) result in a breach or constitute a default under any agreement to which Seller is subject; or (c) require any Permitsauthorized to do so. 5.6 This Agreement constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As of the date of this Agreement, the outstanding Obligations are set forth on Schedule 1 of this Agreement. 5.8 (iii) Seller has (a) given written instructions to not been served with any financial institution subject to agreements that (i) require automatic or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights litigation which is still pending with respect to the accounts subject Property that would adversely affect Seller's ability to such agreementsperform its obligations under this Agreement, or that would affect title to the Property after Closing or the enforcement of any of the Leases, or that would materially and adversely affect the financial condition or operation of the Property. (iv) To Seller's knowledge, Purchaser has been given access to, or possession of, complete and accurate copies of the Leases, the Permits and Licenses, the Guaranties and Warranties, the Service Contracts and the Plans and Reports (and all amendments thereto) existing of as December 31, 1996. (1) the information contained in the schedule of leases attached to and made a part of this Agreement as Exhibit B (the "Lease Schedule") is complete and accurate as of December 31, 1996; and (2) there were no leases, or to Seller's Knowledge, tenancies or other rights to occupy the Property as of December 31, 1996 other than those set forth in the Lease Schedule. (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writing. 5.9 Except as expressly provided set forth in this Section 5the Lease Schedule or as previously disclosed to or learned by Purchaser as manager under the Management Agreement: (1) No action or proceeding has been instituted against Seller (in which Seller has received process) by any tenant of the Property which is presently pending in any court, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility except with respect to (a) any statementsclaims involving personal injury or property damage, warranties or representations other than those referred to in Exhibit M attached to and made in or in connection a part of this Agreement and, with the Loan Documents exception of claims or offsets referred to in Exhibit N, there are no outstanding written claims for rent offsets or otherwise by any tenants against Seller. (2) Seller holds no security or other tenant deposits. (3) All security and other tenant deposits have been held and, where applicable, returned in compliance with all applicable rules, ordinances and statutes. (4) There are no leasing commissions outstanding which are payable out of rents. (5) To Seller's Knowledge, each Lease is in full force and effect. (6) No default exists on the executionpart of Seller, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documentsto Seller's Knowledge, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted tenant under any Loan Document Lease. (including the Collateral)7) No tenant has any defense, (b) title to, value, nature, extent offset or condition of the Collateral, (c) the financial condition of the Borrowers counterclaim against or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to rent and other sums payable by it under its Lease except as set forth in its Lease. (8) There are no concessions, free rent periods, tenant improvement obligations or improvement allowances to any tenant not specified in the Borrowers or applicable Lease. If any Lease contains provisions which are inconsistent with the Loan Documents foregoing representations and warranties, such representations and warranties shall be deemed modified to the transactions contemplated therebyextent necessary to eliminate such inconsistency and to conform such representations and warranties to the provisions of such Lease.

Seller’s Representations and Warranties. Seller In order to induce the Buyer to enter into this Agreement and to consummate the transactions contemplated hereby represents and warrants to Parent, and agrees, that: 5.1 Hercules is the exclusive legal and beneficial owner thereby as of the Obligations and the Loan Documents. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entity. 5.2 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof, Seller makes the representations and warranties set forth below to the Buyer. 5.3 i. The Seller does not have any rightis a corporation duly organized, title or interest validly existing and in or to any warrants to purchase any common stock or other equity interest in any good standing under the laws of Borrowers except for the HTI Warrant. 5.4 State of Utah. The Seller has all the requisite corporate right, power, legal capacity, and authority to execute (i) own or lease and deliver operate its properties and assets that it purports to own, lease or operate, (ii) conduct its business as presently conducted; and (iii) perform all its obligations under agreements to which it is a party. ii. To the best of its knowledge, Seller has all requisite capacity to execute, deliver, and perform this Agreement and to perform consummate each of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Seller and constitute the legal, valid and binding obligations of Seller and are enforceable in accordance with its obligations hereunder respective terms, except to the extent that their enforcement is limited by applicable law, bankruptcy, insolvency or other laws relating to or affecting the enforcement of creditors’ rights generally and under each other agreement that Seller may execute and deliver in connection herewithby general principles of equity. 5.5 The iii. To the best of Sellers knowledge, the execution, delivery and performance of this Agreement and the consummation by Seller of the transactions transaction contemplated by this Agreement do not hereby and will not: thereby (a) do not violate or conflict with any Laws presently in effect having applicability to Seller (i) applicable law, (ii) governmental authorization, or (iii) organizational document of the company or any property resolution adopted by the board of Seller; (b) result in directors or the stockholders of the Company. Seller specifically affirms that a breach or constitute a default under any agreement majority of its shareholders have indicated that they consent to which Seller is subject; or (c) require any Permitsthe transaction contemplated herein. 5.6 This Agreement constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms and is entered into voluntarily by all partiesiv. The transaction represented hereby Technology being transferred is an arms-length transactionfree of any and all liens, encumbrances and claims of any third parties. 5.7 As v. Seller agrees that in consideration of the promises herein, for a period equal to 18 months or the longest period permitted by the laws and court decisions in the State of Utah (which will be identified by Buyer and Seller by the closing date otherwise this period shall be 18 months) from the date of this Agreementthe transfer of the Technology, it will not compete, either directly or indirectly, with Buyer in any manner in any business utilizing the outstanding Obligations are set forth on Schedule 1 of Technology transferred pursuant to this Agreement. 5.8 Seller has (a) given written instructions to any financial institution subject to agreements that (i) require automatic or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writing. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated thereby.

Seller’s Representations and Warranties. Subject to the limitations set forth in Paragraph 16.1, Seller hereby represents and warrants to ParentPurchaser, which representations, warranties and agreescovenants are made to Seller's knowledge and which shall be deemed repeated and made as of the Closing Date and survive the Closing for a period of six (6) months after the Closing Date (i.e., thatthe claiming party shall have no right to make any claims against the other party for a breach of a representation or warranty after the earlier of the preceding dates), as follows: 5.1 Hercules is the exclusive legal and beneficial owner of the Obligations and the Loan Documents. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entity. 5.2 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacity, and authority to execute and deliver this Agreement and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewith. 5.5 The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement do not and will not: (a) violate any Laws presently in effect having applicability to Seller or any property of Seller; (b) result in a breach or constitute a default under any agreement to which Seller is subject; or (c) require any Permits. 5.6 duly organized and legally existing and in good standing as a limited partnership under the laws of Illinois. The execution and delivery of, and performance under, this Agreement are within Seller's powers and have been duly authorized by all requisite partnership action. The person executing this Agreement on behalf of Seller has the authority to do so. This Agreement constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms terms, subject to equitable principles and laws applicable generally to creditor's rights. Performance of this Agreement will not result in any breach of, or constitute any default under, or result in the imposition of a lien or encumbrance on the Property under, any agreement or other instrument to which Seller is entered into voluntarily a party or by all partieswhich Seller or the Property might be bound. The transaction represented hereby To Seller's knowledge, there is no other person or entity who has an arms-length transactionownership interest in the Property or whose consent is required in connection with Seller's performance of its obligations hereunder which consent has not been obtained. 5.7 As (b) There is no pending or threatened litigation or administrative proceedings which would adversely affect the ability of Seller to perform any of its obligations hereunder. No consent or approval of any person or entity or of any governmental authority is required with respect to the execution and delivery of this Agreement by Seller or the consummation by Seller of the date transactions contemplated hereby or the performance by Seller of its obligations hereunder. (c) There are no parties in possession of any of the Property other than tenants pursuant to the Rent Roll listed on Exhibit M hereto. (d) There is no pending or threatened condemnation or similar proceeding affecting any of the Property or interest therein. (e) There is no proceeding or threatened action or proceeding which could result in a modification or termination of the present zoning of the Property. (f) There is no action, suit or proceeding pending or threatened against or affecting Seller in any court, before any arbitrator or before or by any Governmental Authority which (a) could adversely affect title to the Property or any part thereof or the use of the Property by Purchaser or otherwise affect the Property in any way, (b) in any manner raises any question affecting the validity or enforceability of this Agreement or any other agreement or instrument to which Seller is a party or by which it is bound and that is or is to be used in connection with, or is contemplated by, this Agreement, or (c) could materially and adversely affect the outstanding Obligations are business, financial position or results of operations of Seller or the Property. (g) Except as shown on the Rent Roll attached hereto as Exhibit M or the Tenant Leases delivered by Seller to Purchaser in connection with Purchaser's review pursuant to Section 7.1, (i) neither Seller nor the tenant is in default any of the Tenant Leases; (ii) each tenant has accepted the premises covered by its Tenant Lease and is in possession of such premises in accordance with its Lease, and (iii) no tenant or any other person or entity has any interest in the Property, or right or option to acquire any interest in the Property, other than the leasehold possessory interest set forth in the respective tenants' Tenant Leases. No tenant has given written notice to Seller of its intention to institute litigation with respect to any Tenant Lease or terminating its tenancy. (h) No brokerage commissions or compensation of any kind shall be due in connection with the Tenant Leases or any extensions or renewals thereof or the income derived therefrom except as set forth in Paragraph 15 hereof. (i) Exhibit H attached hereto is a complete and correct list of all management, service, supply, maintenance and other contracts and agreements (other than Tenant Leases) in effect which affect the Property or are otherwise related to the construction, ownership, operation, occupancy or maintenance thereof (collectively, the "Service Contracts"). (j) Exhibit B attached hereto is a list of all the personal property owned free and clear of all liens and encumbrances by Seller and used or useful in connection with the maintenance, repair or operation of the Property. (k) All insurance policies maintained by or on Schedule 1 behalf of Seller pertaining to any of the Property or the operation thereof are valid and in full force and effect and Seller has complied with all requirements or recommendations of the insurance carriers of such policies. Seller has received no notice from any insurance company or rating organization to the effect that the physical condition of the Property would prevent obtaining new insurance policies at present rates. (l) There are no property interests, buildings, structures or other improvements or personal property located on the Property that are owned by Seller which are necessary for the operation of the Property that are not being conveyed pursuant to this Agreement. 5.8 (m) Seller has received no written notice from any governmental entity relating to violations of environmental laws, rules or regulations applicable to the Property. (an) given written instructions The Property has a joint promotional program and Seller shall deliver documents related thereto to Purchaser during the Inspection Period. (o) The Property is not subject to any financial institution subject to agreements that (i) require automatic or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such unrecorded reciprocal easement agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writing. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated thereby.

Seller’s Representations and Warranties. Seller hereby represents and warrants to Parent, and agrees, thatBuyer as of the date of this Agreement as follows: 5.1 Hercules 8.1.1 Seller is a municipal corporation duly organized and existing under the exclusive legal and beneficial owner laws of the Obligations State of Wisconsin and has the Loan Documents. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entity. 5.2 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacity, requisite power and authority to execute enter into and deliver this Agreement and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewith. 5.5 The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated documents and instruments required to be executed and delivered by this Agreement do not and will not: (a) violate any Laws presently in effect having applicability to Seller or any property of Seller; (b) result in a breach or constitute a default under any agreement to which Seller is subject; or (c) require any Permits. 5.6 . This Agreement constitutes the legal, has been duly executed and delivered by Seller and is a valid and binding obligation of Seller enforceable against Seller in accordance with its terms terms. This Agreement and is the documents and instruments required to be executed and delivered by the Seller have each been duly authorized by the City’s Common Council action, and that such execution, delivery and performance does and will not conflict withor result in a violation of Seller’s authorizing resolution, including the Permitted Exceptions. 8.1.2 Seller has not (a) made a general assignment for the benefit of creditors, (b) filed any involuntary petition in bankruptcy or suffered the filing of any involuntary petition by Xxxxxx’s creditors, (c) suffered the appointment of a receiver to take possession of all or substantially all of Seller’s assets, (d) suffered the attachment or other judicial seizure of all, or substantially all, of Seller’s assets, (e) admitted in writing its inability to pay its debts as they come due, or (f) made an offer of settlement, extension or composition toits creditors generally. 8.1.3 Seller has good and marketable record title to the Real Property, subject to no liens, easements, restrictions, or other encumbrances other than the Permitted Exceptions. 8.1.4 Other than the Development Agreement, as amended by the First Amendment, Second Amendment (and the Third Amendment at Closing), the Seller has not entered into voluntarily by all partiesany contracts for the sale of any of the Property other than this Agreement. The transaction represented hereby is an arms-length Seller has not entered into, and has received no notice of and has no knowledge, of any rights of first refusal or first offer, options to purchase any of the Property, or any other rights or agreements that may delay, hinder or prevent this transaction. 5.7 As 8.1.5 There has been no labor or materials of any kind furnished to or for the benefit of the date of this Agreement, the outstanding Obligations are set forth on Schedule 1 of this AgreementProperty for which payment in full has not been made. 5.8 8.1.6 No person or entity is entitled to possession of any of the Property, other than Seller, and except as permitted by Permitted Exceptions. 8.1.7 Except as otherwise disclosed to the Buyer, Seller has received no notice and has no knowledge (a) given written instructions that any Hazardous Material are or have ever been generated, manufactured, buried, spilled, leaked, discharged, emitted, stored, disposed of, used, or released about the Real Property in violation of any Hazardous Materials Law, or (b) of any, requests, notices, investigations, demands, administrative proceedings, hearings, litigation, or other action proposed, threatened, or pending relating to any financial institution subject to agreements of the Real Property and alleging non-compliance with or liability under any Hazardous Material Law, or (c) that (i) require automatic any above-ground or underground storage tanks or other account sweep arrangements whereby funds containment facilities of any kind containing any Hazardous Materials are or have ever been located about the Real Property. 8.1.8 Seller has delivered or, within the time frame provided in Section 9.2, shall deliver to Buyer true, correct and complete copies of the Borrowers Records in Seller’s custody and control. Seller does not warrant and shall not be responsible for the accuracy or completeness of any Record not prepared by Seller or an affiliate of Seller or their conclusions or recommendations unless Seller or any affiliate knows, or reasonably should know, that the same are transferred inaccurate, incomplete or misleading in any material respect. 8.1.9 No person or entity is entitled to accounts owned claim any brokerage commissions or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights other payments with respect to any of their accountsthe Property. 8.1.10 Seller has received no notice of and has no knowledge of any pending or threatened condemnation or eminent domain proceeding or transfer in lieu thereof affecting any of the Property, nor has Seller agreed or committed to dedicate any of the Property. 8.1.11 Seller has received no notice, and has no knowledge, that any action, litigation, investigation, or proceeding of any kind pending or threatened against Property or against Seller’s interest therein, and Seller knows of no facts which could give rise to any such action, litigation, investigation, or proceeding. 8.1.12 All leases and possessory rights in each case favor of any party, service or maintenance contracts, equipment leases or other contracts or agreements regarding any of the Property, other than the Development Agreement and Permitted Exceptions, will be terminated at Seller’s sole cost prior to the Closing Date. The foregoing warranties are express representations and warranties that such automatic sweeps Buyer shall be suspended entitled to rely on regardless of any investigation or inquiry made by, or any knowledge of, Buyer. Consummation of this Agreement by Buyer with knowledge of any breach of these representations and that the Borrowers warranties shall have withdrawal rights with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writing. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse not constitute a waiver or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) release by Buyer of any statements, warranties or representations made in claims arising out of or in connection with such breach. These representations and warranties (including as remade pursuant to Section 5.2.4) shall survive the Loan Documents Closing of this Agreement for a period of twelve (12) months after the Closing Date. Notwithstanding the foregoing or anything appearing to the executioncontrary in this Agreement, legalityif, validityprior to Closing, enforceabilitySeller obtains knowledge of a fact or circumstance the existence of which would constitute a breach by Seller of its representations and warranties hereunder or would render any such representations and warranties untrue or incorrect in any material respect, perfection, priority, genuineness, sufficiency or value Seller shall promptly notify Buyer in writing of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated therebysame.

Seller’s Representations and Warranties. In consideration of Purchaser’s entering into this Agreement and as an inducement to Purchaser to purchase the Real Property from Seller, Seller hereby represents makes the following representations and warrants warranties to ParentPurchaser, and agrees, thatas of the Effective Date: 5.1 Hercules is the exclusive legal and beneficial owner of the Obligations and the Loan Documents. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereofa) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entity. 5.2 (i) Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any legal right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacity, power and authority to execute and deliver enter into this Agreement and the instruments described herein, and to perform its obligations hereunder and under each other agreement that consummate the transaction contemplated hereby; (ii) All requisite action (corporate, trust, partnership or otherwise) has been taken by Seller may execute and deliver in connection herewith.with the entering into this Agreement and the instruments described herein, and the consummation of the transaction contemplated hereby. No consent of any partner, shareholder, trustee, member, manager, trustor, beneficiary, creditor, investor, judicial or administrative body, governmental authority or other party is required; 5.5 (iii) The executionindividuals executing this Agreement and the instruments described herein on behalf of Seller and the partners of Seller, if any, have the legal power, right and actual authority to bind Seller to the terms and conditions hereof and thereof; (iv) This Agreement and all documents required hereby to be executed by Seller are and shall be valid, legally binding obligations of, and enforceable against, Seller in accordance with their terms; and (v) The execution and delivery and performance of this Agreement and the documents and instruments described herein, the incurrence of the obligations set forth herein, the consummation of the transactions transaction contemplated by herein, the compliance with the terms of this Agreement and the documents and instruments referenced herein do not and will not: (a) violate any Laws presently in effect having applicability to Seller shall not conflict with or any property of Seller; (b) result in a the material breach of any term, condition or provision of, or constitute a default under under, any bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, articles of organization, operating agreement, lease or other agreement or instrument to which Seller is subject; a party, affecting Seller or (c) require any Permits. 5.6 This Agreement constitutes affecting the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As of the date of this Agreement, the outstanding Obligations are set forth on Schedule 1 of this Agreement. 5.8 Seller has (a) given written instructions to any financial institution subject to agreements that (i) require automatic or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writing. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated thereby.Property;

Seller’s Representations and Warranties. Seller hereby represents and warrants to ParentPurchaser as follows, and agrees, thatall of which shall be remade on the Closing Date as a condition precedent to Purchaser’s obligation to close: 5.1 Hercules (i) Seller is duly organized, validly existing and in good standing under the exclusive legal and beneficial owner laws of the Obligations State of its formation and is duly qualified and in good standing in the Loan DocumentsState in which the Real Property is located. HTI is Seller has the exclusive legal full right, power and beneficial owner authority, without the joinder of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entity. 5.2 Seller has delivered true and complete copies of the Seller Documents , to Parent on or prior to the date hereof. 5.3 Seller does not have any rightenter into, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacity, and authority to execute and deliver this Agreement and to perform its all duties and obligations hereunder imposed on Seller under this Agreement, and under each other agreement that Seller may execute and deliver in connection herewith. 5.5 The execution, neither the execution nor the delivery and performance of this Agreement and Agreement, nor the consummation of the transactions purchase and sale contemplated by hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement do not and conflict with or will not: (a) violate any Laws presently in effect having applicability to Seller or any property of Seller; (b) result in a the breach of any of the terms, conditions, or constitute a default under provisions of any agreement or instrument to which Seller is subject; a party or (c) require by which Seller or any Permits. 5.6 of Seller’s assets is bound. This Agreement constitutes the is a legal, valid and binding obligation of Seller Seller, enforceable against Seller in accordance with its terms terms; (ii) Except as disclosed to Purchaser on Schedule 4.4(ii), there is no existing or pending litigation, arbitration or other legal or administrative suit, action, proceeding or investigation of any kind affecting or involving Seller or the Property other than routine dispossessory proceedings with respect to tenants in default under Space Leases (all of which have been fully described and is entered into voluntarily disclosed to Purchaser in writing) and, to Seller’s actual knowledge, no such matter has been threatened in writing; (iii) To Seller’s actual knowledge, Seller has not received any written (i) notice, citation or other claim alleging violation of any applicable federal, state or local laws or any governmental requirements, or any Permitted Encumbrances, concerning the Property, which has not been fully remedied, with written evidence of the acceptance or approval of such remedy having been provided by all parties. The transaction represented hereby is an arms-length transactionthe applicable governmental agency (and a copy thereof provided to Purchaser), or (ii) notice from any insurance broker, agent or underwriter that any noninsurable condition exists in, on or about the Real Property, Improvements or any part thereof. 5.7 As (iv) No bankruptcy, insolvency, rearrangement or similar action involving the Seller, whether voluntary or involuntary, is pending or, to Seller’s actual knowledge, threatened, and Seller has never filed a voluntary petition in bankruptcy; been adjudicated a bankrupt or insolvent or filed a petition or action seeking any reorganization, arrangement, recapitalization, readjustment, liquidation, dissolution or similar relief under any Federal bankruptcy act or any other laws; sought or acquiesced in the appointment of any trustee, receiver or liquidator of all or any substantial part of its properties, the Property, personal property or any portion thereof, or made an assignment for the benefit of creditors or admitted in writing its inability to pay its debts generally as the same become due; (v) To Seller’s actual knowledge, Seller has not received any written notice from any governmental authority regarding any change or proposed change to the zoning classification of the Land, any threatened on contemplated condemnation proceedings or proceedings to widen or realign any street or highway adjacent to the Land or that otherwise affects or could reasonably affect the Land or the Improvements; {10610630;2} 11 (vi) Except as may be identified in any environmental reports delivered by Seller to Purchaser as a part of the Due Diligence Items, to Seller’s actual knowledge, Seller has not received any written notice that the Property is in violation of any federal, state, or local laws, ordinances or regulations applicable to the Property with respect to Hazardous Materials (as hereinafter defined) or toxic substances. Except for the foregoing, Seller makes no representations or warranties as to whether the Property contains asbestos, radon or any hazardous materials or harmful or toxic substances, or pertaining to the extent, location or nature of same, if any. Further, to the extent that Seller has provided Purchaser information from any inspection, engineering or environmental reports concerning asbestos, radon or any hazardous materials or harmful or toxic substances, Seller makes no representations or warranties with respect to the accuracy or completeness, methodology of preparation or otherwise concerning the contents of such reports; (vii) The list of the Contracts attached hereto as Exhibit “K” is complete in all material respects as of the date hereof, and there are no other service contracts, equipment leases or maintenance contracts currently affecting the Property or the leasing, advertising, management, operation, maintenance or repair thereof other than the property management agreement, which Seller shall cause to be terminated as of the Closing Date; (viii) To Seller’s actual knowledge, except for those tenants in possession of the Property under written Space Leases for space in the Property, as shown on the Rent Roll attached hereto as Exhibit “L” (the “Rent Roll”), there are no parties in possession of, or claiming any possession to, any portion of the Property, and the Rent Roll is true, correct and complete in all material respects as of the date set forth therein. Seller has, and will have at Closing, full authority to convey the Space Leases and all Deposits free and clear of all liens, encumbrances, security interests and adverse claims of any kind or nature whatsoever, other than liens, encumbrances and security interests that will be terminated at or prior to Closing: (ix) Except as set forth on the Rent Roll or disclosed in the Due Diligence Items delivered or made available to Purchaser, to Seller’s actual knowledge: (a) the Space Leases are in full force and effect, have not been amended or modified, and the full current rent is accruing thereunder, (b) no monthly rent has been paid more than one (1) month in advance (except as otherwise expressly permitted or required pursuant to the terms of the Space Lease), and (c) no concession, moving or relocation allowance or credit, or other payment or credit of any kind is presently owed, or will or could become due and payable, to any tenant under the Space Leases; (x) Subject to normal additions and replacements in the ordinary course of business of Seller, Seller is and will, on the Closing Date, be the owner of all the Tangible Personal Property scheduled on Exhibit “J” used in connection with the Property and has, and will have at Closing, full authority to convey the same free and clear of all liens, encumbrances, security interests and adverse claims of any kind or nature whatsoever, other than liens, encumbrances and security interests that will be terminated at or prior to Closing; (xi) Seller is not a “foreign person”, as that term is defined in Section 1445 of the Internal Revenue Code of 1986, as amended; and {10610630;2} 12 (xii) Seller is not now nor shall it be at any time prior to or at the Closing an individual, corporation, partnership, joint venture, association, joint stock company, trust, trustee, estate, limited liability company, unincorporated organization, real estate investment trust, government or any agency or political subdivision thereof, or any other form of entity (collectively, a “Person”) named in any executive orders or lists published by the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) as Persons with whom a United States citizen may not transact business or must limit their interactions to types approved by OFAC. For purposes of this Agreement, all references to “Seller’s actual knowledge”, “the outstanding Obligations are set forth on Schedule 1 knowledge of Seller” or any similar reference shall be deemed to refer to the current actual knowledge of Xxxx Xxxxxxx, the Group Vice President of Preferred Residential Management, LLC, the current property manager of the Property, without any special investigation or inquiry. All of Seller’s foregoing representations and warranties expressly shall survive the Closing for a period of nine (9) months (the “Limitation Period”). Notwithstanding anything to the contrary contained in this Agreement. 5.8 Seller has (a) given written instructions , in the event that Purchaser or its agents, employees, or representatives obtains knowledge prior to Closing that any financial institution subject to agreements that of Seller’s representations or warranties were untrue when made in any material respect, then (i) require automatic or other account sweep arrangements whereby funds of the Borrowers are transferred Purchaser shall be deemed to accounts owned or controlled by the Seller and/or that have knowledge thereof (herein, “Deemed Knowledge”), (ii) restrict if Purchaser does not elect to exercise its termination right as a result thereto as provided in this Agreement, then such representation or warranty automatically and without further action shall be deemed to be qualified by such Deemed Knowledge, and (iii) Purchaser’s sole and exclusive remedy as a result thereof shall be to terminate this Agreement and receive a refund of the Borrowers’ withdrawal Xxxxxxx Money (thereby waiving any and all rights and remedies otherwise available to Purchaser with respect to such breach of which Purchaser has Deemed Knowledge), unless such misrepresentation is due to a change occurring after the Effective Date due to Seller’s (or its agents or affiliates) acts, omissions or breach of this Agreement , which shall constitute a default by Seller and Purchaser shall have the right to terminate and exercise all rights and remedies under Section 8.1, and thereafter, Purchaser and Seller shall have no further rights or obligations under this Agreement except for the Surviving Obligations. If, notwithstanding that Purchaser has Deemed Knowledge of any of their accountssuch matter, in each case that such automatic sweeps as aforesaid, Purchaser nevertheless elects to close the transaction contemplated by this Agreement, then Purchaser shall be suspended deemed to have waived any and that the Borrowers shall have withdrawal all rights and remedies otherwise available to Purchaser with respect to the accounts subject to such agreementsbreach of which Purchaser has Deemed Knowledge, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writing. 5.9 Except as which waiver expressly provided in this Section 5shall survive Closing. Seller’s liability for breach of any covenant, Parent acknowledges that the Sale is without representationindemnity, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to this Agreement or any document executed by Seller (aother than for prorations and costs under Section 6.3 or Section 6.4) any statementsshall be limited to claims in excess of an aggregate $10,000; provided, warranties or representations made in or in connection with that if the Loan Documents or aggregate of all such claims exceeds $10,000, Seller shall be liable for the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value full amount of such claims up to the Loan Documents, any other instrument or document furnished maximum amount permitted pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including immediately following sentence. Seller’s maximum aggregate liability for all claims arising out of Seller’s Representations and Warranties shall not exceed $500,000. Purchaser shall provide written notice to Seller prior to the Collateral), (b) title to, value, nature, extent or condition expiration of the CollateralLimitation Period of any alleged breach of Seller’s Representations and Warranties and shall allow Seller ten (10) business days within which to cure such breach, if such breach is curable. If Seller fails to cure such breach after written notice and within such cure period, Purchaser’s sole remedy shall be an action at law for actual damages as a consequence thereof, which must be commenced, if at all, within the Limitation Period; provided that if within the Limitation Period Purchaser gives Seller written notice of such a breach and Seller notifies Purchaser of Seller’s commencement of a cure, commences to cure and thereafter terminates such cure effort, Purchaser shall have an additional time (cup to twenty (20) days to allow for Seller’s cure period to fully lapse and thereafter take action) from the financial condition date of such termination within which to commence an action at law for damages as a consequence of Seller’s failure to cure. The Limitation Period referred to herein shall apply to known as well as unknown breaches of Seller’s Warranties. Purchaser specifically acknowledges that such termination of liability represents a material element of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect consideration to the Borrowers or the Loan Documents and the transactions contemplated thereby.Seller. {10610630;2} 13

Seller’s Representations and Warranties. Seller warrants and agrees as follows: 4.1 Seller has good and marketable fee simple title to all the Property, free and clear of all mortgages, encumbrances, pledges, liens, and charges of every kind, nature, or description, except for the Permitted Exceptions. 4.2 Seller is duly organized and validly existing under the laws of the State of Nevada and has all necessary power, right, authority and capacity to enter into and perform this Agreement in accordance with its terms. 4.3 This Agreement has been duly executed by Seller and constitutes the legal, valid, binding and enforceable obligation of Seller. 4.4 Seller is not a “foreign person” as that term is defined in Section 1445 of the Internal Revenue Code of 1986, as amended (“Code”), and applicable regulations. 4.5 The Property is free of any right of possession or claim of right of possession of any party other than Seller, and there are no leases or occupancy agreements currently affecting any portion of the Property. Seller will not further sell, encumber, convey, assign, pledge, lease or contract to sell, convey, assign, pledge, encumber or lease all or any part of the Property, nor restrict the use of all or any part of the Property, nor take or cause or allow to be taken any action in conflict with this Agreement at any time between the Effective Date and (x) Closing, or (y) the earlier termination of this Agreement pursuant to its terms. Seller additionally hereby represents and warrants that no rights of first refusal or similar agreements exist in connection with the Property that would impede Buyer's ability to Parentpurchase the Property as provided herein, and agrees, that: 5.1 Hercules is the exclusive legal and beneficial owner or that are in any way in contravention of the Obligations spirit and the Loan Documents. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entity. 5.2 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacity, and authority to execute and deliver this Agreement and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewith. 5.5 The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement do not and will not: (a) violate any Laws presently in effect having applicability to Seller or any property of Seller; (b) result in a breach or constitute a default under any agreement to which Seller is subject; or (c) require any Permits. 5.6 This Agreement constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As of the date of this Agreement, the outstanding Obligations are set forth on Schedule 1 intent of this Agreement. 5.8 4.6 To Seller’s knowledge, there is no actual or threatened action, litigation, or proceeding by any organization, person, individual or governmental agency (including governmental actions under condemnation authority or proceedings similar thereto) against the Property or Seller, nor has any such organization, person, individual or governmental agency communicated to Seller has (a) given written instructions anything that Seller believes to be a threat of any financial institution subject to agreements that (i) require automatic such action, litigation or other account sweep arrangements whereby funds of the Borrowers proceeding. To Seller’s knowledge, there are transferred to accounts owned no tax certiorari or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, similar proceedings in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights effect with respect to the accounts subject to such agreementsProperty. 4.7 To Seller’s knowledge, no Hazardous Materials (as hereinafter defined) have been deposited on or about the Property. “Hazardous Materials " or similar terms shall mean and include asbestos, asbestos-containing materials, petroleum and petroleum products, the group of organic compounds known as polychlorinated biphenyls, and any substances or materials that are regulated, controlled or prohibited under the Resource Conservation and Recovery Act of 1976 (b) "RCRA"), 42 U.S.C. § 690, the Borrowers Comprehensive Environmental Response, Compensation and each such financial institution has acknowledged Liability Act of 1980 ("CERCLA"), 42 U.S.C. Sections 9601-9657, as amended by the Superfund Amendments and agreed to such instructions in writing. 5.9 Except as expressly provided in this Section 5Reauthorization Act of 1986 ("XXXX"), Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien similar State law or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents local ordinance or any other instrument environmental law, the Federal Water Pollution Xxxxxxx Xxx, 00 X.X.X. §0000, the Clean Air Act, 42 U.S.C. § 7401, the Toxic Substances Control Act ("TCSA"), 15 U.S.C.§ 2601, or document furnished pursuant thereto any similar State law or (d) local ordinance, or any credit decisions made by the Seller with respect to the Borrowers other Federal, State or the Loan Documents and the transactions contemplated therebylocal environmental statutes, regulations, ordinances or other environmental regulatory requirements.

Seller’s Representations and Warranties. Each Seller hereby represents and warrants to Parent, the Company that the following statements are true and agrees, thatcorrect as of the Effective Date of this Agreement: 5.1 Hercules is the exclusive legal and beneficial owner of the Obligations and the Loan Documents. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entity. 5.2 2.1.1 Each Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all requisite legal right, power, legal capacity, capacity and authority to execute sell, transfer, and deliver assign the Shares. Each Seller has the requisite legal right, power, capacity and authority to enter into this Agreement and to bind each Seller to carry out and perform its obligations hereunder hereunder. This Agreement has been duly authorized by each Seller and under is a legal, valid and binding obligation of each Seller enforceable against the Sellers in accordance with the Agreement’s terms, subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other agreement that Seller may execute laws of general application affecting the enforcement of creditors’ rights generally, and deliver in connection herewiththe discretion of a court of equity with respect to the availability of equitable remedies. 5.5 2.1.2 Each Seller holds of record and has legal and beneficial ownership of each of the Shares reflected opposite such Seller’s name on Schedule A, and upon delivery to the Company of the Shares to be sold by the Seller to the Company, against payment made pursuant to this Agreement, good and valid title to such Shares, free and clear of all Liens will pass to the Company. 2.1.3 The execution, execution and delivery and performance of this Agreement and Agreement, the consummation of the transactions contemplated by this Agreement Transaction, and the fulfillment of and compliance with the terms and conditions thereof and hereof do not and will not: not with the passing of time or giving of notice (ai) violate any Laws presently in effect having applicability provision of any judicial or administrative order, award, judgment or decree applicable to Seller any Seller, or any property of Seller; (bii) conflict with, result in a breach of or right to cancel or constitute a default under any agreement or instrument to which any Seller is a party, by which any Seller is bound or to which any Seller is subject; or (c) require any Permits. 5.6 This 2.1.4 Each Seller has independently evaluated the merits of its decision to sell the Shares pursuant to this Agreement and confirms that the Seller has not relied on the advice of the Company (or any of its agents, counsel, or representatives) in making such decision. Each Seller has carefully reviewed the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2020, all subsequent public filings of Company with the Securities and Exchange Commission, other publicly available information regarding the Issuer, and such other information that the Seller and its advisers deem necessary to make its decision to enter into the Transaction. Each Seller understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to such Seller in connection with the sale of the Shares constitutes the legal, valid regulatory, tax, or investment advice. Each Seller has such knowledge, sophistication, and binding obligation experience in business and financial matters so as to be capable of Seller enforceable against Seller in accordance with its terms evaluating the merits and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transactionrisks of the sale of Shares and has so evaluated such merits and risks. 5.7 As 2.1.5 Neither the Company nor any of the date of this Agreementits affiliates, the outstanding Obligations are set forth on Schedule 1 of this Agreement. 5.8 Seller has (a) given written instructions to any financial institution subject to agreements that (i) require automatic representatives, or other account sweep arrangements whereby funds of the Borrowers are transferred agents have been requested to accounts owned or controlled by have provided the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights information or advice with respect to the accounts subject Shares nor is such information or advice necessary or desired. The Seller acknowledges and understands that the Company and its affiliates possess material nonpublic information regarding the Company not known to such agreementsthe Seller that may impact the value of the Securities, including, without limitation, (i) information received by principals and employees of the Company in their capacities as directors, officers, and/or affiliates of the Company, (ii) information otherwise received by the Company on a confidential basis, and (biii) information received on a privileged basis from the Borrowers attorneys and each financial advisers representing the Company and its Board, and that the Company is unable to disclose any and all such financial institution information to the Seller. The Seller understands, based on its experience, and as represented in Subsection 2.1.4 of this agreement, the disadvantage to which the Seller is subject due to the disparity of information between the Seller and the Company. Notwithstanding such disparity, the Seller has acknowledged deemed it appropriate to enter into this Agreement and agreed to such instructions in writingconsummate the Transaction. 5.9 Except as expressly provided in this Section 52.1.6 The Shares constitute all the equity securities of the Company owned by, Parent acknowledges that the Sale is without representationcontrolled by, recourse or warrantyotherwise affiliated with Sellers, expressed and include any shares over which Sellers have voting or implied. In particularinvestment authority, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to and: (ai) any statementsperson or entity who together with Sellers constitutes, warranties or representations made would constitute, a “group” under 15 U.S.C. § 78m(d)(3), and regulations promulgated thereunder; and (ii) any person or entity who would be considered to be acting in or in connection concert with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished Seller pursuant to the Loan Document Bank Holding Company Act, 12 CFR § 225.41(b)(2). The Sellers and any person or entity described in Subsections 2.1.6(i) or (ii) above shall be sometimes referred to in this Agreement collectively as the “Lame Group Members” and each individually as a “Lame Group Member.” 2.1.7 No Lame Group Member, has any right to acquire or otherwise control any equity securities of Company or any lien interest in any equity securities of Company. 2.1.8 Except for the Shares, no Lame Group Member has any right to vote (whether by agreement, proxy or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (dotherwise) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated therebyshares of Company common stock.

Seller’s Representations and Warranties. In consideration of Buyer entering into this Agreement and as an inducement to Buyer to purchase the Property, Seller hereby represents makes the following representations and warrants warranties as of the Effective Date and continuously as of the Closing, each of which is material and is being relied upon by Buyer (and the truth and accuracy of which shall constitute a condition precedent to ParentBuyer’s obligations hereunder), and agrees, thatall of which shall survive Closing: 5.1 Hercules is (i) Seller has the exclusive legal authority to enter into this Agreement and beneficial owner the instruments referenced herein, and to consummate the transaction contemplated hereby. (ii) All requisite action has been taken by Seller in connection with entering into this Agreement and the instruments referenced herein; and, by the Closing, all such necessary action will have been taken to authorize the consummation of the Obligations transaction contemplated hereby. By the Closing no additional consent of any individual, director, manager, shareholder, partner, member, trustee, trustor, beneficiary, creditor, investor, judicial or administrative body, governmental authority or other party shall be required for Buyer to consummate the transaction contemplated by this Agreement. (A) In this regard, if applicable, Seller shall deliver or cause delivery to Buyer of true and complete copies of each requisite action or authorization that has been taken by Seller or will be taken (immediately after taking such action prior to Closing) when in connection with entering into this Agreement and execution of the instruments referenced herein. (iii) The individuals executing this Agreement and the Loan Documents. HTI is instruments referenced herein on behalf of Seller have the exclusive legal power, right and beneficial owner actual authority to bind Seller to the terms and conditions hereof and thereof. (iv) Neither the execution or delivery of this Agreement or the documents or instruments referenced herein, nor incurring the obligations set forth herein, nor the consummation of the HTI Warranttransaction contemplated herein, nor compliance with the terms of this Agreement or the documents or instruments referenced herein or therein conflict with or result in the material breach of any terms, conditions or provisions of, or constitute a default under, any bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, lease or other agreement or instrument (a) to which Seller is a party, or (b) that affect the Property of which Seller has actual or constructive knowledge. (v) To the best of Seller’s actual knowledge, there are no actions, suits, claims, legal proceedings, or any other proceedings affecting the Property or any portion thereof, at law, or in equity before any court or governmental agency, domestic or foreign. (vi) To the best of Seller’s actual knowledge, there are no actions or proceedings pending or threatened against Seller, before any court or administrative agent in any way connected with or relating to the Property, or affecting Seller’s ability to fulfill all of its obligations under this Agreement. (vii) Seller has made no written or oral commitments to or agreements with any governmental authority or agency materially and adversely affecting the Property, or any part thereof, or any interest therein, which will survive the Closing. None Seller has entered into no understanding or agreement with any taxing or assessing authority respecting the imposition or deferment of any taxes or assignments respecting the Property. (viii) To the best of Seller’s actual knowledge, Seller is not in default of its obligations under any contract, agreement or instrument to which Seller is a party pertaining to the Property. (ix) To the best of Seller’s actual knowledge, no document supplied to Buyer by Seller contains any untrue statement of a material fact, and to the best of Seller’s actual or constructive knowledge no document omits any facts that would be necessary, in the circumstances, to make the document supplied not misleading. (x) To the best of Seller’s actual knowledge, there are no encroachments onto the Property by improvements on any adjoining property, nor do any buildings or improvements located on the Property encroach on other properties. (xi) There are no mechanics’, materialmen’s or similar claims or liens presently claimed or which will be claimed against the Property for work performed or commenced for Seller or on Seller’s behalf prior to the Effective Date of this Agreement. Seller agrees to indemnify, defend, and hold Buyer and its elected and appointed officials, officers, employees, contractors, and agents harmless from all costs, expenses, liabilities, losses, charges, and fees, including attorney fees, arising from or relating to any such lien or any similar lien claims against the Property and arising from work performed or commenced for Seller or on Seller’s behalf at any time prior to Closing. (xii) There are no undisclosed contracts, licenses, commitments, undertakings or other written or oral agreements for services, supplies or materials concerning the use, operation, maintenance, or management of the Property that will be binding upon Buyer or the Property after the Closing. There are no oral contracts or other oral agreements for services, supplies or materials, affecting the use, operation, maintenance or management of the Property to which Seller Documents is a party or of which Seller has actual knowledge and/or constructive knowledge. (xiii) Except as to the Lease, there are no written or oral contracts, leases, licenses, or contractual rights or options to lease, purchase, or otherwise enjoy possession, rights or interest of any nature in and to the Property or any part thereof, and except to the extent expressly otherwise agreed by Buyer, no person other than the Tenant under the Lease shall have any right of possession to the Property or any part thereof as of the Closing. (A) As of the Effective Date, Seller agrees not to enter into any leases, licenses or easements in the Property (or any part thereof), or grant any other rights of access, use or occupancy to the Property (or any part thereof) is currently assigned without the prior written approval of Buyer, which may be granted or denied in Buyer’s sole and complete discretion. (xiv) Except as revealed in the Preliminary Title Report, Seller shall not allow, consent to, subordinated or otherwise permit any encumbrance, lien, or other exception to title to become of record or affect title to the Property during the period from the Effective Date through the Closing Date, unless such encumbrance, lien, or other exception is expressly pre-approved by Buyer in its sole and absolute discretion. (xv) Neither Seller nor, to the best of Seller’s actual knowledge, any previous owner, tenant, occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any Hazardous Materials on, under, in, or about the Property, or transported any Hazardous Materials to or subjected to any other security interest in favor of any person or entity. 5.2 from the Property. Seller has delivered true and complete copies of the Seller Documents to Parent on not received any oral or prior to the date hereof. 5.3 Seller does not have written notice from any rightapplicable federal, title state or interest in local governmental agency requiring remediation or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacity, and authority to execute and deliver this Agreement and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewith. 5.5 The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement do not and will not: (a) violate any Laws presently in effect having applicability to Seller or any property of Seller; (b) result in a breach or constitute a default under any agreement to which Seller is subject; or (c) require any Permits. 5.6 This Agreement constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As of the date of this Agreement, the outstanding Obligations are set forth on Schedule 1 of this Agreement. 5.8 Seller has (a) given written instructions to any financial institution subject to agreements that (i) require automatic or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writing. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or monitoring in connection with the Loan Documents release, storage or disposal of any Hazardous Materials on, under, in or about the executionProperty. (xvi) Except as revealed in that certain Phase I Environmental Site Assessment prepared by EMI Global and dated as of May 14, legality2019, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document best of Seller’s actual knowledge no Hazardous Materials exist on, under, in or any lien about the Property, nor have Hazardous Materials ever been transported to or other interest granted under any Loan Document from the Property. (including xvii) Seller has not (i) made a general assignment for the Collateral), (b) title to, value, nature, extent or condition benefit of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated thereby.creditors,

Seller’s Representations and Warranties. Seller hereby represents and warrants to Parent, and agrees, thatPurchaser as of the date of this Agreement as follows: 5.1 Hercules 10.1.1 Seller is a corporation, duly organized, validly existing and in good standing under the exclusive legal and beneficial owner laws of the Obligations and the Loan Documents. HTI is the exclusive legal and beneficial owner State of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entityIllinois. 5.2 10.1.2 Subject to Section 8.2 above, Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, full power, legal capacity, right and authority to execute enter into and deliver this Agreement and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewith. 5.5 The this Agreement. Subject to Section 8.2 above, the execution, delivery and performance of this Agreement by Seller have been duly and the consummation of the transactions contemplated properly authorized by this Agreement do not and will not: (a) violate any Laws presently in effect having applicability to Seller or any property of Seller; (b) result in a breach or constitute a default under any agreement to which Seller is subject; or (c) require any Permits. 5.6 This Agreement constitutes the legal, valid and binding obligation of Seller enforceable against Seller proper corporate action in accordance with its terms applicable law and is with the Articles of Incorporation and Bylaws of Seller. 10.1.3 To Seller’s knowledge, Exhibit C attached hereto lists all of the Service Contracts entered into voluntarily by all partiesSeller that affect the Property and the vendor under each Service Contract. The transaction represented hereby is an arms-length transactionNotwithstanding anything in this Agreement to the contrary, Seller does not covenant or represent that any particular Service Contract will be in force or effect as of the Closing or the parties to the Service Contracts will not be in default under their respective Service Contracts, and the existence of any default by any party under any Service Contract shall not affect the obligations of Purchaser hereunder. 5.7 As 10.1.4 To Seller’s knowledge, as of the date of this Agreement, there are no leases, subleases, licenses or other rental agreements or occupancy agreements (written or verbal) which grant any possessory interest in and to any space situated on or in the outstanding Obligations are set forth on Schedule 1 Improvements other than the leases (the “Leases”) described in the Rent Roll. To Seller’s knowledge, Exhibit J attached hereto describes, in all material respects, the following information concerning the Leases affecting the Property as of this Agreement. 5.8 Seller has the date thereon (“Rent Roll”): (a) given written instructions to any financial institution subject to agreements that (i) require automatic or other account sweep arrangements whereby funds name of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accountstenant, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writing. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateralapartment number, (c) the financial condition rental rate, (d) the expiration date, (e) the move-in date, and (f) the amount of security deposit. Seller makes no representation with respect to any rental rate or other information provided in Exhibit J that is not described in the preceding sentence. Notwithstanding anything in this Agreement to the contrary, Seller does not covenant or represent that tenants under Leases will not be in default under their respective Leases, and the existence of any default by any tenant under its Lease shall not affect the obligations of Purchaser hereunder. To Seller’s knowledge, no leasing commission shall be due for any period subsequent to the time of Closing. To Seller’s knowledge, no rent has been paid under any Lease more than thirty (30) days in advance. 10.1.5 Except as set forth on Exhibit L attached hereto, to Seller’s knowledge, the apartment units in the Property are not subject to, nor do said apartment units receive the benefit of any rent subsidies or rental assistance programs. To the best knowledge of Seller, no apartment unit is subject to any rent control law, ordinance or regulation. 10.1.6 To Seller’s knowledge, except as set forth on Exhibit M attached hereto, Seller has not received from any governmental authority having the power of eminent domain any written notice of any condemnation of the Borrowers Property or any guarantor of the Obligations, part thereof or the performance widening, change of grade or observance by limitation on use of streets abutting the Borrowers or any guarantor of same; 10.1.7 To the Obligations Seller’s knowledge, except as set forth on Exhibit N, attached hereto Seller has received no written notice of any pending litigation initiated against Seller or the Property which would affect the Property after Closing. 10.1.8 To Seller’s knowledge, other than with respect to matters set forth on Exhibit O, it has not received from any governmental authority written notice of their respective obligations under the Loan Documents any material violation of any building, fire or health code or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect statute applicable to the Borrowers or the Loan Documents and the transactions contemplated therebyProperty.

Seller’s Representations and Warranties. Each Seller hereby represents and warrants to ParentBuyers as of both the Effective Time, if applicable, and agrees, that: 5.1 Hercules is the exclusive legal and beneficial owner of the Obligations and the Loan Documents. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entityExecution Date as follows. 5.2 (a) Such Seller has delivered true is a limited liability company duly organized, validly existing and complete copies in good standing under the Laws of Delaware and is duly qualified to carry on its business in those states where the conduct of its business or ownership or leasing of its Properties is such as to require such Seller Documents to Parent on or prior to the date hereofbe so qualified. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 (b) Such Seller has all right, power, legal capacity, requisite power and authority to execute and deliver carry on its business as presently conducted, to enter into this Agreement and the other documents and agreements contemplated hereby, and to perform its obligations under this Agreement and the other documents and agreements contemplated hereby. The consummation of the transactions contemplated by this Agreement will not violate, or be in conflict with, (i) any provision of such Seller’s governing agreements, (ii) any material agreement or instrument to which Seller is a party or by which Seller is bound or (iii) any judgment, decree, order, statute, rule, or regulation applicable to such Seller. This Agreement and all agreements, contracts, documents and instruments required hereunder to be executed and under each delivered at Closing (“Ancillary Documents”) by such Seller constitute such Seller’s legal, valid and binding obligations in accordance with their respective terms, subject to applicable bankruptcy and other agreement that Seller may execute and deliver in connection herewithsimilar Laws of general application with respect to creditors. 5.5 (c) The execution, delivery and performance of this Agreement and the consummation Ancillary Documents and the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite authorizing action, company or otherwise, on the part of such Seller and such Seller’s affiliates that are parties thereto. (d) There are no bankruptcy, reorganization or receivership Proceedings pending by or against, being contemplated by, or, to Sellers’ Knowledge, threatened against, any Seller. (e) No broker’s or finder’s fees have been incurred or are owed with respect to the transactions contemplated by this Agreement do not and will not: (a) violate any Laws presently in effect having applicability to Seller other than obligations that are the sole responsibility of one or any property of Seller; (b) result in a breach or constitute a default under any agreement to which Seller is subject; or (c) require any Permitsmore Sellers. 5.6 This Agreement constitutes (f) To Sellers’ Knowledge, there is no order, Proceeding or Claim pending, or threatened in writing, against any Seller that relates to the legalTransferred Interests or that challenges, valid and binding obligation or that may have the effect of Seller enforceable against Seller in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As of the date of this Agreementpreventing, delaying, making illegal, or otherwise interfering with, the outstanding Obligations are set forth on Schedule 1 of transactions contemplated by this Agreement. 5.8 (g) Each Seller has (a) given written instructions to any financial institution subject to agreements that (i) require automatic has timely filed all Tax returns for non-income Taxes with respect to the Transferred Interest required to be filed by such Seller (taking into account any extension of time to file granted or other account sweep arrangements whereby funds of the Borrowers obtained) and all such Tax returns are transferred to accounts owned or controlled by the Seller and/or that true, correct and complete in all material aspects; (ii) restrict has paid all non-income Taxes with respect to the Borrowers’ withdrawal rights Transferred Interest that have become due; (iii) is not currently subject to an extension or waiver of the statute of limitations applicable to any Tax return or with respect to a non-income Tax assessment or deficiency with respect to the Transferred Interest, which period has not yet expired; and (iv) is not currently subject to any Proceeding with respect to non-income Taxes, and no such Proceeding has been threatened in writing with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights non-income Taxes with respect to the accounts Transferred Interest. (h) Upon the Closing (but effective at all times from the Effective Time to the Closing), none of such Transferred Interests shall be subject to such agreementsany Lien or any Indebtedness or to any overriding royalty interests or reversionary interests (or other interest in any Lease) that burden any or all of the Transferred Interests other than the Burdens shown on Exhibit A-3 hereto. (i) To Sellers’ Knowledge, Sellers have been in compliance in all material respects with, and have maintained the Transferred Interests (bto the extent such activities have been performed by any Seller or its affiliates) the Borrowers in compliance in all material respects with, all Contracts and each such financial institution has acknowledged and agreed to such instructions in writingall applicable Laws. 5.9 (j) Except for (i) Consents that are customarily obtained post-closing from Governmental Entities, (ii) such written Consents that have been obtained and delivered to Buyers at or before the Closing and (iii) those Consents listed on Schedule 2.1(j) hereto, no Consent is required to be made or obtained. (k) Except as expressly provided in this Section 5identified on Schedule 2.1(k) hereto, Parent acknowledges that the Sale is without representation, recourse no Person holds a preferential right to purchase or warranty, expressed acquire any or implied. In particular, but without limitation, Seller makes no representation all portions of such Seller’s Transferred Interests or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in interest therein as a result of or in connection with the Loan Documents transactions contemplated by this Agreement. (l) Except as identified on Schedule 2.1(l) hereto, no Proceeding relating to any or all portions of the Properties is pending against such Seller or, to such Seller’s Knowledge, threatened against such Seller or any or all portions of the Properties. No Proceeding affecting the execution and delivery of this Agreement by such Seller or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value consummation of the Loan Documentstransactions contemplated hereby by such Seller is pending against such Seller or, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document such Seller’s Knowledge, threatened against such Seller. (including the Collateral)m) All lessor’s royalties, (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance overriding royalty interests and similar burdens owing by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the such Seller with respect to such Seller’s Transferred Interests have been, and are being, paid timely. (n) Neither such Seller nor, to such Seller’s Knowledge, any other party to any Contract is in material breach of any Contract. The Scheduled Contracts include all Contracts to which such Seller is a party and that are of any type described below: (i) any Contract that can reasonably be expected to result in aggregate payments by such Seller of more than Twenty-Five Thousand Dollars ($25,000) at or after the Borrowers Effective Time; (ii) any Hydrocarbon purchase and sale, transportation, processing, gathering, storage, marketing or similar Contract that cannot be terminated at or after the Loan Documents Closing on notice of thirty (30) days or less without penalty or payment of any fee; (iii) any Contract (whether evidencing a sale-leaseback, Indebtedness for borrowed money or otherwise) granting a Lien on such Seller’s Transferred Interest; (iv) any Contract by which such Seller leases or subleases any of its Transferred Interest to or from another Person (other than another Party); (v) any participation agreement, joint development agreement, area of mutual interest agreement, exploration agreement, asset purchase agreement, farmin agreement, farmout agreement, partnership agreement, joint venture agreement, operating agreement, unit agreement, production handling agreement, processing agreement, gathering agreement or acreage dedication agreement; (vi) any Contract a default by such Seller under which will (1) have a material adverse effect as to the transaction hereunder between such Seller and a Buyer, (2) prevent or materially delay such Seller from receiving the transactions contemplated therebyproceeds or production attributable to such Seller’s Transferred Interests or (3) result in cancellation or reduction of such Seller’s interest in any Property; or (vii) any Contract by which such Seller guarantees any obligation of any other Person.

Seller’s Representations and Warranties. 1. The Seller hereby represents and warrants to Parent, and agrees, the Purchaser that: 5.1 Hercules a. The Seller has full legal authority to enter into and exercise its obligations under this Agreement. b. The Seller is duly incorporated or continued, validly existing, and in good standing under the exclusive legal and beneficial owner laws of the Obligations State of Delaware and the Loan Documents. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereof) is has all requisite authority to carry on business as currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entityconducted. 5.2 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any rightc. The Seller, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller Guuf LLC, has all right, necessary corporate power, legal capacityauthority, and authority capacity to execute and deliver enter into this Agreement and to perform carry out its obligations hereunder and under each other agreement that obligations. The member of the Seller may execute and deliver in connection herewith. 5.5 The has unanimously authorized the Company’s execution, delivery and performance of this Agreement and the consummation of the sale, assignment and transfer of the Assets. d. The Seller is the absolute beneficial owner of the Assets, with good and marketable title, free and clear of any liens, charges, encumbrances or rights of others. The Seller is exclusively entitled to possess and dispose of the Assets. At Closing, Seller will have and will transfer to Purchaser good and marketable title to all of the Assets, free and clear of any liens, charges, encumbrances or rights of others. e. The Seller is domiciled in the United States of America for the purposes of the Internal Revenue Code. f. The Assets, while owned by the Seller, have been maintained at all times in accordance with standard industry practice. The Seller further warrants that all tangible assets are in good working order. g. This Agreement has been duly executed and delivered by the Seller and constitutes a legal and binding obligation of the Seller. h. The Assets being sold, assigned and transferred to Purchaser hereby constitute all of the assets, properties and rights required for the Purchaser to conduct and operate the business of the Seller as it is presently conducted. i. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated by this Agreement do not and hereby will not: (a) violate any Laws presently in effect having applicability laws to which Seller is subject or any provision of the certificate of formation, operating agreement or any other organizational document of Seller or any property of Seller; (b) conflict with, result in a breach or of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement contract to which Seller is subject; or (c) require any Permitsparty. 5.6 This j. Seller is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company, including a copy of Purchaser’s registration statement on Form S-1 dated February 1, 2016 (SEC Registration No. 300-000000) to reach an informed and knowledgeable decision to accept the Shares as partial consideration for sale of the Assets hereunder. k. Seller is acquiring the Shares for investment for the undersigned’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), or under any applicable provision of state law. l. The undersigned understands that the Shares have not been registered under the Securities Act. m. The undersigned will not sell, assign, pledge, give, transfer, encumber, hypothecate or otherwise dispose of the Shares (collectively, a “Transfer”) except as provided herein. Any Transfer of the Shares shall be void unless the provisions of this Agreement constitutes are satisfied. n. Seller understands that the legalShares are characterized as “restricted securities” under the Securities Act inasmuch as they are being acquired in a transaction not involving a public offering and that, valid under the Securities Act and binding obligation applicable regulations thereunder, such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, the undersigned represents that the undersigned is familiar with Rule 144 as promulgated under the Securities Act and as presently in effect, and understands the resale limitations imposed thereby and by other applicable provisions of Seller enforceable against Seller in accordance with its terms and is entered into voluntarily by all partiesthe Securities Act. The transaction represented hereby undersigned understands that the Company is an arms-length transactionunder no obligation to register any of the Shares. 5.7 As of the date of this Agreement, the outstanding Obligations are set forth on Schedule 1 of this Agreement. 5.8 o. Seller has (a) given written instructions to any financial institution subject to agreements that (i) require automatic or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writing. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representationstock certificate evidencing the Shares, recourse or warrantyshall bear the following legend (as well as any legends required by applicable state securities laws): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, expressed or implied. In particularAS AMENDED (THE “SECURITIES ACT”), but without limitationOR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF, UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” p. The Seller makes no representation or warranty and assumes no responsibility with respect warrants to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value Purchaser that each of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions representations and warranties made by it are accurate and not misleading at the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated therebyClosing Date.

Seller’s Representations and Warranties. As of the date hereof and as of the Closing Date (as evidenced by Seller’s date down certificate to be provided at Closing), Seller hereby represents represents, warrants and warrants covenants to Parent, and agrees, Purchaser that: 5.1 Hercules is (a) Other than the exclusive legal and beneficial owner Lease, there will be no parties in possession of any portion of the Obligations Property as lessees, sub-lessees or otherwise, and no other party has been granted an oral or written license, lease, option, purchase agreement or other right pertaining to the Loan Documents. HTI is the exclusive legal and beneficial owner use, purchase or possession of any portion of the HTI WarrantProperty. None A true, complete and correct copy of any Contracts affecting the Property and any amendments thereto have been or will be furnished to Purchaser within five (5) days after the Effective Date as part of the Due Diligence Materials, and except as set forth on Schedule 11 (a), there are no Contracts which encumber or bind the Property or Seller Documents (which will be binding on Purchaser, or any part thereof) is currently assigned towhich Purchaser will be required to assume at Closing, subordinated to or subjected to any which will encumber or bind the Property at or after Closing. There are no leasing brokerage agreements, leasing commission agreements or other security interest in favor agreements providing for the payment of any person or entity. 5.2 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers amounts (except for the HTI WarrantSeller’s obligation to pay a commission to Broker), and no commissions due, for leasing activities with respect to the Property. 5.4 (b) Seller has all right, power, legal capacity, and authority shall cause Tenant to execute and deliver this Agreement and the Lease at or prior to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewithClosing. 5.5 (c) The executionSeller has not received notice of any default (and Seller has no knowledge of any default) under any note, mortgage or deed of trust or other security interest or loan document or indebtedness related to or secured by the Property. The execution and delivery and performance of this Agreement and Agreement, the consummation of the transactions transaction herein contemplated by this Agreement do and the compliance with the terms and provisions hereof will not and will not: conflict with or (a) violate any Laws presently in effect having applicability to Seller with or any property without notice or the passage of Seller; (btime or both) result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, loan agreement or instrument to which the Seller is a party or by which the Seller or the Property is bound, any applicable regulation or any judgment, order or decree of any court having jurisdiction over the Seller or the Property. (d) The Seller has not received any notice, nor does Seller have knowledge of any material violation of any ordinance, regulation, law, statute, rule or restriction relating to the Property. (e) There are no attachments, executions, assignments for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under any agreement applicable debtor relief laws or any other litigation contemplated by or pending or to which Seller’s knowledge, threatened against the Seller or the Property. 001/16597.001/EscrowPhase1/PSA5.1(hhb) (f) K and G has been duly organized and is validly existing under the laws of the State of California. V Lions has been duly organized and is validly existing under the laws of the State of Nevada and is qualified to transact business in the State of California. Seller has the full right and authority to enter into this Agreement and to transfer all of the Property to be conveyed by Seller pursuant hereto and to consummate or cause to be consummated the transactions contemplated herein to be made by Seller. The person signing this Agreement on behalf of Seller is subject; authorized to do so. No other signatures or (c) require any Permits. 5.6 This approvals are required to make this Agreement constitutes the legal, valid and binding obligation of Seller fully enforceable against Seller in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As of the date of this Agreement, the outstanding Obligations are set forth on Schedule 1 of this Agreement. 5.8 Seller has (a) given written instructions to any financial institution subject to agreements that (i) require automatic or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights Purchaser with respect to the accounts subject to such agreementsSeller or the Property. This Agreement constitutes, and all agreements and documents contemplated hereby (bwhen executed and delivered pursuant hereto) will constitute, the Borrowers valid and each such financial institution has acknowledged and agreed to such instructions legally binding obligations of Seller, enforceable in writing. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility accordance with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated therebyterms.

Seller’s Representations and Warranties. The Seller hereby represents and warrants to Parent, and agrees, thatPurchaser as follows: 5.1 Hercules 4.1. The Seller is the exclusive legal a corporation duly organized, validly existing and beneficial owner in good standing under and by virtue of the Obligations and the Loan Documents. HTI is the exclusive legal and beneficial owner laws of the HTI WarrantState of Ohio. 4.2. None The Seller has and will convey to Purchaser good and marketable title to all of the Seller Documents assets described in Section 1.1(b), (f) and (g), subject to no mortgage, pledge, lien, conditional sale agreement, encumbrance, or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entity. 5.2 charge except as listed on Schedule 4.2 annexed hereto. The Seller has delivered true and complete copies will assign to Purchaser all of the Seller Documents to Parent on or prior right to the date hereof. 5.3 Seller does assets described in Section 1.1(a), (c), (d) and (e), which assignment shall not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacity, and authority to execute and deliver this Agreement and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewith. 5.5 The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement do not and will not: (a) violate any Laws presently in effect having applicability to Seller or any property of Seller; (b) result in a breach or violation of any contract or work order set forth in Section 1.1(a) hereto. Provided that if the assignment to Purchaser of all of the rights to the assets described in Section 1.1(a), (c), (d) and (e) results in a breach or violation of the assignment clause of any contract or work order set forth in Section 1.1(a) hereto, or if the customer does not approve or attempts to contest any such assignment by Seller of the then existing contract between Seller and customer, Seller shall not be deemed to be in breach of or failure to perform this Agreement and Purchaser's sole and exclusive remedy shall be as contained in Section 2.2(a), which provides in part that Seller will bill clients for all work pexxxxmed by the Purchaser and shall promptly remit all funds to the Purchaser. 4.3. The execution and delivery of this Agreement to the Purchaser and the sale contemplated hereby has been duly authorized by all necessary corporate action on the part of the Seller. 4.4. Neither the execution and delivery of this Agreement, nor the consummation of the sale contemplated hereby will conflict with, or result in a material breach of, any of the terms, conditions, or provisions of any law or any regulation, order, writ, injunction, or decree of any court or governmental instrumentality, or of the corporate charter or by-laws of the Seller or of any agreement, whether written or oral, or other instrument to which the Seller is a party or by which it is bound, or constitute (with the giving of notice of the passage of time or both) a default thereunder, or result in any lien or encumbrance on any of the Seller's assets to be transferred to the Purchaser pursuant hereto. 4.5. The contracts listed in SCHEDULE 1.1(A) are effective and there exists to the best of Seller's knowledge and belief no material breach or default by either party with respect to same. That the copies of those contracts previously delivered to Purchaser are accurate and complete and there exist no amendments which were not previously disclosed. That Seller is not presently aware of any past deficiencies in its performance of services under any agreement such contracts that might adversely affect the continuation of supplying services under such contracts. 4.6. There are no contracts, agreements or arrangements, written or oral, relating to the conduct of the business of the LD of Seller relating to the assets to be sold hereunder to which Seller is subject; a party or (c) require is bound for which Purchaser would have responsibility except as may be referred to in this Agreement or any PermitsSchedule or Exhibit annexed hereto. 5.6 This Agreement constitutes 4.7. To the legalbest of Seller's knowledge and belief, valid and binding obligation of Seller enforceable against Seller in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As of the date of this Agreementthere are no claims or threatened claims, the outstanding Obligations are set forth on Schedule 1 of this Agreement. 5.8 Seller has (a) given written instructions to any financial institution subject to agreements that (i) require automatic or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect no litigation related to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions contracts listed in writing. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the CollateralSCHEDULE 1.1(A), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated therebyassets being sold hereunder except as listed on SCHEDULE 4.7.

Seller’s Representations and Warranties. Seller hereby represents makes the following representations and warrants warranties to ParentBuyer, and agrees, that: 5.1 Hercules each of which is the exclusive legal and beneficial owner of the Obligations and the Loan Documents. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entity. 5.2 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacity, and authority to execute and deliver this Agreement and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewith. 5.5 The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement do not and will not: (a) violate any Laws presently in effect having applicability to Seller or any property of Seller; (b) result in a breach or constitute a default under any agreement to which Seller is subject; or (c) require any Permits. 5.6 This Agreement constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As correct as of the date of this Agreement, and will be true and correct as of the outstanding Obligations are set forth on Schedule 1 of this Agreement.Closing Date: 5.8 Seller has (a) given written instructions Seller is a limited liability company, duly organized, validly existing, and in good standing under the laws of the state of its organization, and is qualified to transact business in the State of Nevada. (b) Seller has full legal power and authority to enter into and perform this Agreement, and this Agreement constitutes the valid and binding obligation of Seller, enforceable in accordance with its terms. (c) The execution and delivery of this Agreement does not conflict with, violate, or constitute a default under the terms, conditions, or provisions of any financial institution subject agreement or instrument to agreements which Seller is a party, or any law, judgment, or order of which Seller is aware, and will not result in the creation of any lien, security interest, or encumbrance on any of the Assets. (d) There is no action, suit, proceeding, or claim pending, or, to the best of Seller’s knowledge, threatened against Seller or the Assets that would affect Seller’s ability to fulfill its obligations under this Agreement or that would impair the value of the Assets. (e) Seller has, and will have at Closing, good and marketable title to the Assets free and clear of all liens, charges, and encumbrances other than the Permitted Liens. (f) Seller has provided Buyer with true and correct copies of all Contracts. To Seller’s knowledge, all of the Contracts are in full force and effect, have been duly executed by the parties, and Seller is not in default under any Contract. (g) Seller has provided Buyer with true and correct copies of all Real Property Leases. To Seller’s knowledge, each Real Property Lease is in full force and effect, and Seller is not in default under any Real Property Lease. (h) Seller has provided Buyer with true and correct copies of all documents evidencing Seller’s rights in the Intangible Property. To Seller’s knowledge, each agreement, instrument, or license with respect to the Intangible Property is in full force and effect, and Seller is not in default under any such agreements. (i) require automatic Seller is not a party to, or otherwise bound by, any collective bargaining agreement, multi-employer pension fund, or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights labor union agreement with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writing. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, persons employed by Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value its operation of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated therebyNevada Business.

Seller’s Representations and Warranties. Seller hereby represents and warrants to Parentwarrants, which representations and agrees, that:warranties shall be true and correct as of the date of Closing (unless otherwise specified below): 5.1 Hercules That Seller is the exclusive legal and beneficial owner of the Obligations Property and is able to convey good, marketable title thereto, subject to the matters disclosed in the Preliminary Title Report and the Loan Documents. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entityLeases. 5.2 That Seller has delivered true is duly organized and complete copies validly existing as a corporation in its state of incorporation, in good standing and qualified to conduct its business, to own real property and to consummate the transactions contemplated herein under the laws of the Seller Documents to Parent on or prior to the date hereofState of Nevada. 5.3 Seller does not have any right, title or interest in or That all necessary corporate action has been taken to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrantauthorize all transactions herein contemplated. 5.4 Seller has all right, power, legal capacity, and authority to execute and deliver this Agreement and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewith. 5.5 The That the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement do not and Seller will not: (a) , with or without the giving of notice and/or the passage of time, violate any Laws presently in effect having applicability to Seller or any property of Seller; (b) result in a breach or constitute a default under any provision of law, any administrative regulation or any judicial, administrative or arbitration order, award, judgment or decree applicable to Seller or the Property or conflict with, violate, result in a breach or termination of or cause a default under Seller's articles of incorporation or bylaws, or any other agreement to or obligation by which Seller or the Property are bound. 5.5 That no consent or approval of this Agreement is subject; or (c) require required by any Permitsthird party. 5.6 This Agreement constitutes That there are no actions or claims pending or to Seller's knowledge threatened before any court, govern- mental agency, arbitrator or other tribunal which would prevent Seller from completing the legal, valid and binding obligation of Seller enforceable against Seller transactions provided herein in accordance with its the terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As of the date of this Agreement, the outstanding Obligations are set forth on Schedule 1 of this Agreement. 5.7 That it has not received any notice of zoning changes or any actions threatening condemnation of any part of the Property through exercise of eminent domain by any governmental authority. 5.8 Seller That it has (a) given written instructions to no actual knowledge of any financial institution subject to agreements that (i) require automatic violations of law, municipal or county ordinances or other account sweep arrangements whereby funds of legal require- ments affecting the Borrowers are transferred to accounts owned Property, or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writinguse of occupancy thereof. 5.9 That to the best of Seller's knowledge, all documents that will affect title to the Property at Closing have been provided to Purchaser. 5.10 That there are no mechanic's liens recorded against the Property and none threatened to Seller's knowledge; and all contractors, subcontractors, workmen, materialmen and employees engaged by Seller have been paid in full for any labor, services or materials supplied or delivered to the Property. 5.11 That Seller has not caused and shall not cause to be created any encumbrances on the Property in favor of any person other than Purchaser, other than the existing Leases as disclosed in the Preliminary Title Report or liens that have been previously released. 5.12 That all taxes, governmental assessments and utility charges to the Property billed to Seller are current and not delinquent. 5.13 That all representations and warranties made by Seller and all information contained in any of the documents furnished or to be furnished to Purchaser pursuant to this Agreement, do not and shall not contain any untrue statement of a material fact or omit to state any fact necessary in order to make the statements contained here- in or therein not misleading. 5.14 That Seller has not received nor is Seller aware of any notification, demand or request (or any pending or threatened action or litigation) from governmental or quasi-governmental authority having jurisdiction, requiring any work or construction to be done on or affecting the Property or indicating an intent to condemn the Property or any portion thereof. 5.15 Except as expressly provided disclosed in the Environmental Study or as disclosed below in this Section 55.15, Parent acknowledges that to the best of its knowledge: (i) Seller is not in violation of any applicable environmental, health and safety laws, ordinances or regulations including those relating to air and water pollution and Hazardous Substances (as defined below) ("Environmental Laws"), in connection with its ownership of the Property or conduct of its activities thereon; (ii) except as noted in Section 6.4, Hazardous Substances are not currently present on the Property and have not been generated, used, treated, stored, trans- ported to or from, or released or disposed of on the Property; (iii) that without limiting the generality of the foregoing, there are not now and have not been any underground storage tanks, asbestos or any transformers or other electrical devices containing polychlorinated biphenyls on the Property; and (iv) that the Sale is without representation, recourse Property has never been used as a dump or warranty, expressed or impliedlandfill. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or The Property was used as a staging area by Xxxxxxx Xxxxxx Construction in connection with the Loan Documents New York, New York Hotel & Casino and was also used as a staging area for the Strip Beautifi- cation Project. The term "Hazardous Substances" for purposes of this Agreement means (i) petroleum or the executionpetroleum products, legality(ii) radioactive materials, validity(iii) asbestos in any form, enforceability(iv) any items that contains or has contained polychlorinated biphenyls, perfection, priority, genuineness, sufficiency or value of the Loan Documents, (v) any other instrument chemicals, materials or document furnished pursuant to the Loan Document substances defined as or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated thereby.included

Seller’s Representations and Warranties. Seller hereby represents and warrants to Parent, and agrees, that: 5.1 Hercules (a) Seller has the full right, power and authority to sell the Property to Buyer as provided in this Agreement and to carry out Seller’s obligations hereunder; (b) All requisite action necessary to authorize Seller to enter into this Agreement and to carry out Seller’s obligations has been obtained; (c) This Agreement has been duly authorized, executed and delivered by Seller; (d) The execution of this Agreement and the Closing to occur hereunder do not and will not violate any contract, covenant or other agreement to which Seller may be a party or by which Seller may be bound. (e) Seller is a limited liability company duly formed, validly existing and in good standing under the exclusive legal and beneficial owner laws of the Obligations State of Delaware, duly qualified to transact business in the Commonwealth of Virginia, and has all requisite power and authority to own its interests in the Property and to operate the Hotel, and to carry on its business as now being conducted. (f) Seller, to Seller’s Knowledge, has not received any written or oral notification from any governmental authority concerning the Property for any violation of federal, state, county or municipal laws, ordinances or regulations, expressly including any violations concerning health, fire, building, sanitation, safety code violations, zoning, Hazardous Materials or any other environmental problems. Seller agrees to forward to Buyer copies of any notices described in the preceding sentence immediately on receipt by Seller. To Seller’s Knowledge, Seller is not in violation of any governmental laws, ordinances, rules, and regulations applicable to the use and occupation of the Property, including, without limitation, health, fire, sanitation and safety codes. To Seller’s Knowledge, Seller is not in violation of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §§ 9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq., or any modifications or amendments thereto, or applicable state law and other federal, state and local laws and the Loan Documentsregulations implementing such laws now in force relating to hazardous waste disposal and/or toxic substances (the above laws are collectively referred to as “Environmental Laws”). HTI is Seller represents and warrants that it has disclosed to Buyer all pending or threatened litigation known to Seller and orders, rulings, notices, permits or investigations known to Seller regarding Hazardous Materials, as such terms are defined in applicable Environmental Laws. (g) To Seller’s Knowledge, Seller has not received any written or oral notification of a breach of any Contracts, any licenses and permits or any Lease and there are no defaults or conditions which with the exclusive legal passage of time or the giving of notice would constitute defaults thereunder. There are no persons with a right to use or occupy the Property other than the tenants under the Leases and beneficial owner the guests of the HTI WarrantHotel. None Each of the Contracts, licenses and permits and Leases being assumed by Buyer are in full force and effect and have not been amended, modified or supplemented in any way that is not expressly disclosed to the Buyer in writing. (h) To Seller’s Knowledge, there are no actual or threatened conditions or circumstances which would adversely affect the current use of the Property, or Seller’s ability to use the Property to operate the Hotel. (i) To Seller’s Knowledge, the Real Property is not subject to special assessment levies or any roll back taxes. (j) Seller Documents has not made any commitment to any governmental or quasi-governmental authority, or to any third person to dedicate or grant any portion of the Real Property for roads, easements, rights of way, park lands, or other public or private purposes, or to grant any restrictions, or to incur any other expense or obligation relating to the Real Property. (k) There are no currently effective employment agreements, collective bargaining agreements, or pensions, retirement or profit sharing plans, with or covering any of the employees of the Hotel, except as set forth on Schedule 8.2(k). (l) To Seller’s Knowledge, there are no unrecorded easements that adversely affect the use and operation of the Real Property as a Hotel. Prior to the Closing Date, Seller will not grant any easement that will affect title to the Real Property or Seller’s right to transfer its property interest hereunder. (m) There are no other agreements, written or oral, other than the Contracts, licenses, permits and Leases, which affect the use or operations of the Hotel. (n) To Seller’s Knowledge, Seller has not received any notice from any insurance company that has issued a policy with respect to the Hotel or from any board of fire underwriters (or other body exercising similar functions) claiming any part thereofdefects or deficiencies or requesting the performance of any repairs, alterations, or other work to the Property, which, if not corrected, would result in termination of insurance coverage. (o) To Seller’s Knowledge, there are no pending suits, litigation, or administrative proceedings relating to Seller, or to the Hotel, including, without limitation, pending labor grievances or arbitrations or suits. (p) All tangible Personal Property is currently assigned in good working order. (q) There are no parties in possession of the Property pursuant to any leases effecting the Property except those specifically disclosed on Schedule 1.1(w). (r) All taxes in connection with the Property, including but not limited to, subordinated to or subjected to any other security interest in favor sales, occupancy, hotel/motel, ad valorem, personal property, and real property taxes, have been paid and no such taxes remain unpaid as of any person or entity. 5.2 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 (s) All Personal Property located at the Property is owned by the Seller does not have any right, title or interest in or to any warrants to purchase any common stock and Seller has no equipment leases or other equity interest financing arrangements affecting title to such personal property, except those disclosed in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacity, and authority to execute and deliver this Agreement and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewith. 5.5 The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement do not and will not: (a) violate any Laws presently in effect having applicability to Seller or any property of Seller; (b) result in a breach or constitute a default under any agreement to which Seller is subject; or (c) require any Permits. 5.6 This Agreement constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As of the date of this Agreement, the outstanding Obligations are set forth on Schedule 1 of this Agreement. 5.8 (t) Except as disclosed in writing to Buyer, all Leases are in full force and effect, and no defaults by Seller has or any tenant exist under the Leases. (au) given written instructions Except as disclosed in writing to Buyer, no leasing commissions are due to any financial institution subject to agreements that (i) require automatic leasing agent or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writing. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or broker in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value Leases. (v) Seller is not currently obligated under any of the Loan Documents, Leases to make any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated therebytenant improvements.

Seller’s Representations and Warranties. To induce Purchaser to enter into this Agreement, Seller hereby represents represents, warrants, and/or covenants to Purchaser the following: (a) Seller is the sole holder of the X. Xxxxx Note Purchaser’s rights and warrants to Parentobligations under the Notes and the Agent’s rights and obligations under the Notes, and agrees, that: 5.1 Hercules is the exclusive legal and beneficial owner of the Obligations X. Xxxxx Note Purchaser’s and the Loan Documents. HTI is Agent’s respective rights and obligations under the exclusive legal Note Documents and beneficial owner all rights and interests therein and thereunder are free and clear of the HTI Warrant. None of the Seller Documents (claims and liens, other than claims or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entity. 5.2 Seller has delivered true and complete copies of the Seller Documents to Parent liens that will be released on or prior to the date hereofClosing. Seller has not previously assigned or transferred any of its rights or interests under the Notes or any of the Note Documents to any other party or parties. The X. Xxxxx Note Purchaser is the only “Purchaser” under and as defined in the Note Purchase Agreement and the holder of all of the Notes. The Assigned Interest constitutes 100% of the Obligations owing under the Note Documents (subject to those specific rights retained by Seller under the Note Documents as set forth in this Agreement). 5.3 (b) The Outstanding Balance, as set forth on Schedule B attached hereto, is a true and accurate statement as of November 30, 2023 of the outstanding Obligations of the Note Parties due and owing to Seller, including, without limitation, the principal amount and accrued and unpaid interest of the Notes, and any unpaid fees, costs or expenses payable to Seller does not have (in its capacities as a Purchaser and as Agent) by the Note Parties. Seller has no unfunded commitments to make any right, title additional loans or interest in or extensions of credit to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI WarrantNote Parties under the Note Documents. 5.4 (c) Seller is duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary limited liability company power and authority to own its assets and carry on its business as now being conducted. Seller has all right, power, legal capacity, the power and authority to execute and deliver this Agreement and all documents, instruments and agreements executed and delivered pursuant hereto (collectively, the “Closing Documents”), and to perform its obligations hereunder and under each other agreement that thereunder. The execution and delivery by Seller may execute and deliver in connection herewith. 5.5 The execution, delivery and performance of this Agreement and all the consummation other Closing Documents and the performance by Seller of the transactions contemplated by this Agreement its obligations hereunder and thereunder have been duly authorized, and do not and will not: not contravene (ai) violate any Laws presently in effect having applicability to law or regulation binding on or affecting Seller or its officers, directors, members, managers, trustees, employees, agents, representatives, attorneys, successors and assigns, (ii) any property contractual restriction with any party binding on Seller or its officers, directors, members, managers, trustees, employees, agents, representatives, attorneys, successors and assigns, (iii) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Seller or its officers, directors, members, managers, trustees, employees, agents, representatives, attorneys, successors and assigns, or (iv) the organizational documents of Seller; (b) result in a breach or constitute a default under any agreement to which Seller is subject; or (c) require any Permits. 5.6 (d) This Agreement constitutes and each other Closing Document has been duly executed and delivered by Seller and is the legalbinding obligations of Seller, valid and binding obligation of Seller enforceable against Seller in accordance with its terms terms, except as such enforceability may be limited by the bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transactionequitable principles relating to or affecting creditors’ rights. 5.7 As (e) No person acting on behalf of Seller is or will be entitled to any brokers’ or finders’ fee or any other commission or similar fee, directly or indirectly, from Purchaser in connection with any of the date transactions contemplated hereby. (f) The execution and delivery by Seller of this AgreementAgreement and the other Closing Documents and the performance by Seller of its obligations hereunder and thereunder do not require any order, the outstanding Obligations are set forth consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, in order to be binding on Schedule 1 of this AgreementSeller or its affiliates. 5.8 (g) Seller has is not in default or breach under any Note Document or in violation of any law or regulation, which violation could have a material adverse effect on Seller’s ability to assert rights under the Note Documents. (ah) given written instructions There are no pending or, to Seller’s knowledge, threatened actions or proceedings by or before any financial institution subject to agreements that court, administrative agency, arbitrator or other tribunal in connection with the Note Documents. (i) require automatic or other account sweep arrangements whereby funds Seller has provided to Purchaser true and correct copies of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that all Note Documents (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accountsincluding, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writing. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, all amendments, modifications, waivers, forbearances and other related documents thereto), and it has not given its consent to change, nor has it waived, any term or provision of any of the Note Documents or any of its rights thereunder, including, without limitation, the amount or time of any payment of principal or the rate or time of any payment of interest, and, other than the Note Documents, there is no other agreement to which Seller, or, to Seller’s best knowledge, any other person or entity, is a party or by which Seller makes is bound governing Seller’s rights and obligations in respect of the Note Documents. (j) Seller is a sophisticated institutional investor that is an “accredited investor” within the meaning of Rule 501 under the Securities Act of 1933, as amended (the “Act”). Neither Seller nor anyone acting on Seller’s behalf has taken any action which would subject the sale of the Notes to the registration provisions of Section 5 of the Act. Seller has no representation obligation to, including any obligation to make additional loans to, make guarantees on behalf of, or warranty and assumes no responsibility with respect to (a) any statementsotherwise extend credit to, warranties or representations made in Borrower under or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, Assigned Interest. (k) Seller has not received any other instrument or document furnished pursuant to the Loan Document or written notice that (1) any lien payment or other interest granted under any Loan Document (including transfer made to or for the Collateral), (b) title to, value, nature, extent account of Seller from or condition on account of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents Borrower or any other instrument Note Party is or document furnished pursuant thereto may be void or voidable as an actual or constructive fraudulent transfer or as a preferential transfer or (d2) the Assigned Interest, or any credit decisions made by portion thereof, is void, voidable, unenforceable or subject to any impairment. (l) After the transactions contemplated herein are consummated, (1) Seller shall have no recourse to the Assigned Interest and, except as otherwise expressly provided herein, Seller shall have no recourse to Purchaser in connection with the Assigned Interest and (2) Seller shall have no remaining claims against or interests in the Borrower or its affiliates with respect to the Borrowers or the Loan Documents and the transactions contemplated therebyNote Documents.

Seller’s Representations and Warranties. Seller represents, warrants and covenants to Purchaser that: (a) Seller (i) has complete and full authority to execute this Agreement and to convey to Purchaser good and marketable fee simple title to the Property, in accordance with Paragraph 8 of this Agreement, which is free and clear of all liens, encumbrances and other exceptions to title except for the Permitted Title Exceptions, (ii) will execute and deliver such other documents, instruments, agreements, including but not limited to affidavits and certificates necessary to effectuate the transaction contemplated herein, and (iii) will take all such additional action necessary or appropriate to effect and facilitate the consummation of the sale and purchase transaction contemplated herein. (b) Seller will not further sell, encumber, convey, assign or contract to sell, convey, assign, pledge, encumber or lease all or any part of the Property, nor restrict the use of all or any part of the Property, nor take or cause to be taken any action in conflict with this Agreement at any time between the Effective Date and (i) Closing, or (ii) the earlier termination of this Agreement pursuant to its terms. Seller additionally hereby represents and warrants that no rights-of- first refusal or similar agreements exist in connection with the Property which would in any way interfere with Purchaser's ability to Parentpurchase the Property as provided herein, and agrees, that: 5.1 Hercules or which is the exclusive legal and beneficial owner in any way in contravention of the Obligations spirit and the Loan Documents. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entity. 5.2 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacity, and authority to execute and deliver this Agreement and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewith. 5.5 The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement do not and will not: (a) violate any Laws presently in effect having applicability to Seller or any property of Seller; (b) result in a breach or constitute a default under any agreement to which Seller is subject; or (c) require any Permits. 5.6 This Agreement constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As of the date of this Agreement, the outstanding Obligations are set forth on Schedule 1 of intent 6f this Agreement. 5.8 Seller has (a) given written instructions to any financial institution subject to agreements that (i) require automatic or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writing. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) Seller is not a "foreign person" as that term is defined in the financial condition I.R.C., Section 1445 (F) (3), nor is the sale of the Borrowers or Property subject to any guarantor of the Obligations, or the performance or observance withholding requirements imposed by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated therebyInternal Revenue Code, including, but not limited to, Section 1445 thereof.

Seller’s Representations and Warranties. (a) Seller hereby represents and warrants to ParentPurchaser, as of the date hereof, which representation and agreeswarranties shall also be true and accurate in all material respects on the Closing Date, that: 5.1 Hercules is the exclusive legal and beneficial owner (i) Each of the Obligations tenants in common comprising the Seller is a New York limited liability company, duly organized and validly existing under the Loan Documents. HTI is the exclusive legal and beneficial owner laws of the HTI Warrant. None State of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entityNew York. 5.2 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 (ii) Seller has all rightrequisite power and authority, powerin accordance with applicable law, legal capacity, and authority to execute and deliver enter into this Agreement and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewith. 5.5 carry out the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Seller has been duly authorized and the consummation of the transactions contemplated by this Agreement do (1) does not and will not: (a) violate any Laws provision of, or require any filing, registration or consent or approval under any law, rule or regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Seller or any property of Sellerthe Premises which has not been obtained; (b2) will not result in a breach of or constitute a default or require any consent under any indenture, lease, loan, credit agreement of Seller or any other instrument or agreement by which Seller may be bound or affected; and (3) will not cause Seller to be in default under any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award, or any such indenture, lease, agreement or instrument. The person executing this Agreement on behalf of the Seller has been authorized and empowered to execute this Agreement of behalf of the Seller; (iii) The common charges and special or capital assessments currently payable for the Unit as of the date hereof, are specified on Page 1 hereof and all common charges and special (capital) assessment will be paid in full through the month in which the Closing occurs; (iv) Seller has not received a written notice of default by Seller or Tenant under the Declaration that relates to the Unit and remains uncured; Seller has not delivered to the Board of Managers or the managing agent of the condominium a notice of default by the Board of Managers or the managing agent for the condominium under the Declaration; to Seller’s knowledge, no defaults by Tenant have occurred and are continuing under the Declaration. (v) Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder; (vi) There is no litigation currently pending or to the best of Seller's knowledge, threatened in writing, to which Seller is subjecta party which would affect the transfer of Premises to the Purchaser; (vii) The Seller, as a unit owner in the Condominium, as of the date hereof, has not received any written notice from the Condominium or the managing agent of the Condominium to the Unit Owners concerning changes in common charges and/or special assessments; (viii) The Seller has delivered to the Purchaser or its attorneys true and complete copies of the existing Lease (including any amendments); (ix) The Rent Roll for the Tenant, attached hereto as Exhibit B is accurate in all material respects. The Seller, as landlord, has not received any written notice of default from the Tenant as to the landlord’s obligations under the Lease, which remain uncured. To the best of Seller’s knowledge, except as reflected on the Rent Roll, all Tenant is in possession, and the Tenant has not sublet or assigned their leased premises. As of the date hereof, the Seller has not received from the Tenant any written notice of default under the Lease, which remains uncured. As of the date hereof, to Seller’s knowledge, neither the Seller nor the Tenant is in default under the Lease. Seller has not delivered to the Tenant a written notice of default by the Tenant under the Lease, which remains uncured; (x) There have been no prepayments of rents and additional rents by the Tenant except those which will be adjusted at the Closing; from and after the date hereof the Seller shall not collect rent more than thirty (30) days in advance for the Tenant; the Tenant has not been given any concessions or free rent for the rental of their leased premises which would be binding on the Purchaser from and after the Closing Date; (cxi) require There shall not be any Permits.brokerage commissions due and owing as to the existing Lease, which would be binding on the Purchaser after the Closing. All tenant improvements required of the Seller under the Lease, as of the date hereof, have been completed and there are no outstanding tenant improvement allowances provided for under the Lease; 5.6 This Agreement constitutes (xii) All bills and claims for labor performed and materials furnished at the legalrequest of the Seller or its agents or employees to or for the benefit of the Premises will be paid in full by the Seller on or before the Closing Date; (xiii) Seller is not a person or entity described by Sec. 1 of the Executive Order (No. 13,224) Blocking Property and Prohibiting Transactions With Persons Who Commit, valid Threaten to Commit, or Support Terrorism, 66 Fed. Reg. 49,079 (Sept. 24, 2001); (xiv) There are no service contracts for the Premises that will be binding on the Purchaser from and binding obligation after the Closing Date. There are no employees for the Premises that the Purchaser shall be required to hire or retain from and after the Closing Date; (xv) Seller has not received notice of pending or threatened condemnation proceedings; and (xvi) No options or rights of first refusal or other rights to acquire the Premises exist. The above representations of Seller enforceable against in this Section 21 shall survive the Closing for a period of one hundred fifty (150) days (the “Survival Period”) except there shall be no Survival Period after the Closing as to any material breach of Seller’s representations and warranties to which the Purchaser had knowledge on or prior to the Closing Date. Seller may modify or update any representation or warranty in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As of this Agreement to correct any mistake and/or to reflect any matter which arises subsequent to the date of this Agreement; provided, however, to the extent such modification or update evidences a change in any such representation or warranty that is "material" (as defined in this Section), then Purchaser’s sole remedy shall be to terminate this Agreement on or prior to the Closing Date. If Purchaser has knowledge of any matter which Purchaser claims would give rise to a right of Purchaser to terminate this Agreement pursuant to the terms hereof, Purchaser shall notify Seller in writing of such matter within the earlier of: (i) ten (10) business days of learning of same or (ii) the Closing Date, failing which any rights of Purchaser or obligation of Seller under this Agreement regarding such matter shall be waived. Purchaser’s notice shall include a reasonable estimate of the amount by which the damages arising from the alleged matter exceeds the materiality threshold as defined below (the “Breach Amount”), provided that such matter is susceptible to a reasonable estimation of damages. Seller shall have the right, but not the obligation, to attempt to cure such matter (but no such attempt shall constitute an acknowledgement or agreement that Purchaser has any right not to perform hereunder) or to credit Purchaser with the Breach Amount. In connection with Seller’s election to attempt to cure such matter, Seller shall have until the date that is the later of the originally scheduled Closing Date or sixty (60) days from the date of Purchaser’s notice to attempt to effectuate such cure and, at Seller’s option, the outstanding Obligations are set forth Closing Date shall be extended to such sixtieth (60th) day (or any earlier business day) after Purchaser's notice to permit such cure by Seller, provided that if Seller makes such election, Seller shall thereafter use commercially reasonable efforts to effect such cure as soon as reasonably practicable thereafter, and Purchaser shall be entitled to Close on Schedule 1 or about such earlier date as such cure is completed. For the purposes of this Agreement. 5.8 , "material" shall mean any state of facts, taken alone or together with all other material untruths or inaccuracies and all such covenants and obligations with which Seller has (a) given written instructions to any financial institution subject to agreements that (i) require automatic or other account sweep arrangements whereby funds not materially complied, the restoration of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect which to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writing. 5.9 Except as expressly provided in condition represented or warranted by Seller under this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the ObligationsAgreement, or the performance or observance by cost of compliance with which, would cost in excess of Twenty Five Thousand Dollars ($25,000). Any survival of Seller’s representation and warranties shall automatically be null and void unless, within thirty (30) days after the Borrowers or any guarantor end of the Obligations Survival Period, the Purchaser shall have asserted in writing a specific claims as to such material breach of Seller’s representations and Purchaser’s notice of such material breach shall include a reasonable estimate by which the damages arising from the alleged matter exceeds the materiality threshold of $25,000, provided that any such matter is susceptible to a reasonable estimate of their respective obligations under the Loan Documents or damages. The Seller, in any other instrument or document furnished pursuant thereto or (d) event, shall not have any credit decisions made by the Seller with respect liability as to the Borrowers or the Loan Documents any breach of representation and the transactions contemplated therebywarranties in excess of $350,000 and any such liability for damages shall not include any consequential damages.

Seller’s Representations and Warranties. Seller hereby represents SELLER makes the following --------------------------------------- representations and warrants warranties to Parent, and agrees, thatPURCHASER: 5.1 Hercules (a) SELLER is the exclusive legal and beneficial owner of the Obligations and the Loan Documents. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entity. 5.2 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any all right, title or and interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller Property and has all the absolute right, power, legal capacity, power and authority to execute sell, transfer and deliver this Agreement and assign the Property to perform its obligations hereunder and under each other agreement that Seller may execute and deliver PURCHASER. All requisite action (corporate, trust, partnership, or otherwise) has been taken by the SELLER in connection herewith. 5.5 The executionwith entering into this Agreement, delivery and performance of this Agreement the instruments referred to herein, and the consummation of the transactions contemplated by this Agreement do not and will not: (a) violate herein. No further consent of any Laws presently in effect having applicability to Seller partner, shareholder, creditor, investor, judicial or any property of Seller; administrative body, governmental authority, or other party is required. (b) The persons executing this Agreement and the instruments referred to herein on behalf of the SELLER and the partners, officers, or trustees of the SELLER, if any, have the legal power, right, and actual authority to bind the SELLER to the terms and conditions of this Agreement. (c) This Agreement and all documents required to be executed by the SELLER are and shall be valid, legally binding obligations of and enforceable against the SELLER in accordance with their terms. (d) Neither the execution and delivery of this Agreement and documents referred to herein, nor the incurring of the obligations set forth herein, nor the consummation of the transactions herein contemplated, nor compliance with the terms of this Agreement and the documents referred to herein conflict with or result in a the material breach of any terms, conditions, or provisions of, or constitute a default under any agreement bond, note, or other evidence of indebtedness, or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease, or other agreements or instruments to which Seller the SELLER is subject; a party or (c) require any Permitsaffecting the Property. 5.6 This Agreement constitutes (e) The SELLER represents and warrants that, to the legalbest of SELLER'S knowledge and belief, valid and binding obligation there is: (i) No current or proposed action by any governmental body to condemn or acquire through eminent domain any portion of Seller enforceable the Property; (ii) SELLER has received no notice from any governmental body that the Property is in violation of any applicable law, ordinance or regulation, nor does SELLER know of any facts which constitute a violation; and (iii) There is no litigation pending or threatened against Seller SELLER or any other facts known to SELLER that would have any material adverse impact on the value of the Property or prevent SELLER from engaging in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length this transaction. 5.7 As (f) The information contained in the recitals is true and correct. (g) The SELLER represents that, to the best of SELLER'S knowledge and belief but without undertaking any inspection, no Hazardous Substance has been placed , stored, spilled, leaked, released or in any way allowed to contaminate the Property during SELLER'S ownership of the Property. The SELLER further represents and warrants that during the term of SELLER'S ownership of the Property, SELLER has not placed, stored, spilled, leaked, or released any Hazardous Substance on the Property. Hazardous Substance shall be defined, for purposes of this Agreement, as any hazardous, toxic, infectious or radioactive substance, waste or material as defined or listed by any Environmental Law and shall include, without limitation, petroleum oil and its fractions. Environmental Law shall be defined, for purposes of this Agreement, as any federal, state or local statute, regulation or ordinance or any judicial or other governmental order pertaining to the protection of health, safety or the environment (h) The SELLER is the legal and beneficial fee simple titleholder of the Property and has good, marketable, and insurable title to the Property, free and clear of all liens, encumbrances, claims, covenants, conditions, restrictions, easements, rights of way, options, judgments, or other matters, except as disclosed by the preliminary title report. There shall be no change in the ownership, operation, or control of the SELLER from the date of this Agreement, Agreement until the outstanding Obligations are set forth on Schedule 1 of this AgreementClosing Date. 5.8 Seller has (a) given written instructions to any financial institution subject to agreements that (i) require automatic or other account sweep arrangements whereby funds The SELLER'S representations and warranties contained herein are true and accurate, and are not misleading. The SELLER'S representations and warranties contained herein shall be continuing and shall be true and correct as of the Borrowers are transferred to accounts owned or controlled Closing Date with the same force and effect as if remade by the Seller and/or SELLER in a separate certificate at that time. The SELLER S representations and warranties contained herein shall survive the close of escrow and shall not merge into the deed and the recordation of the deed in the official records. SELLER agrees to indemnify, defend, protect and hold harmless PURCHASER from and against any claims, demands, lawsuits, liabilities, costs and expenses (iiincluding attorney's fees) restrict the Borrowers’ withdrawal rights with respect to arising out of any inaccuracy in or breach of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writing. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no any representation or warranty and assumes no responsibility with respect to (a) any statementsof SELLER under this Paragraph 9, warranties provided that a claim by PURCHASER arising from breach of representation or representations made in or in connection with warranty under this Paragraph 9 shall be barred unless PURCHASER gives SELLER notification of such claim within one year following the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated therebyclosing date.

Seller’s Representations and Warranties. a. Seller hereby represents agrees to convey, assign and warrants transfer the undivided interest in the Assets to Parentbe purchased by Buyer without warranty of title, and agreesexpress or implied, that: 5.1 Hercules is the exclusive legal and beneficial owner not even for return of the Obligations purchase price, except that Seller shall agree to warrant and defend title to the Loan Documentsinterests and properties against every person claiming an interest therein by, through and under Seller, but not otherwise. HTI is This limited warranty of title shall expire two years from the exclusive legal and beneficial owner anniversary date of the HTI Warrant. None sale unless Buyer shall have furnished Seller with written notice, with reasonably full particulars, of its objection to title on or before the second anniversary of the Effective Date of the sale. b. Seller Documents (or any part thereof) represents that the interests which Buyer shall receive shall include production from each well located on the ATP and Leases in an amount which is currently not less than the percentage net revenue interest set forth in Paragraph 2 above. In addition, Seller represents that the interest to be conveyed, assigned toand transferred to Buyer shall not require Buyer to bear a greater percentage of costs and expenses than the percentage working interest set forth in Paragraph 2 above. c. To the best of its knowledge, subordinated to or subjected to any other security Seller represents that the interest in favor Assets to be purchased by Buyer are free and clear of all liens, judgments, mortgages and other burdens or encumbrances. d. To the best of its knowledge, Seller represents that title to undivided interest in the Assets to be purchased by Buyer has not been forfeited under the terms of any person or entity. 5.2 Seller has delivered true Joint Operating Agreement covering said interests and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does that it is not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacity, and authority to execute and deliver this Agreement and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewith. 5.5 The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement do not and will not: (a) violate any Laws presently in effect having applicability to Seller or any property of Seller; (b) result in a breach or constitute a default under any agreement to which Seller is subject; or (c) require any Permits. 5.6 This Agreement constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As of the date of this Agreement, the outstanding Obligations are set forth on Schedule 1 of this Agreement. 5.8 Seller has (a) given written instructions to any financial institution subject to agreements that (i) require automatic or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights arrears with respect to any joint interest billing account. e. Seller agrees to transfer to Buyer the full right of their accountssubrogation to enforce the covenants and warranties, if any, which Seller is entitled to enforce against Seller's predecessors in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect title to the accounts subject interest in the Assets to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writingbe purchased by Buyer hereunder. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated thereby.

Seller’s Representations and Warranties. Seller hereby represents and warrants to ParentPurchaser, as of the Closing Date, as follows: 7.1 Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease, and agrees, that: 5.1 Hercules is operate the exclusive legal and beneficial owner of the Obligations and the Loan Documents. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entityAssets. 5.2 7.2 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacity, requisite corporate power and authority to execute and deliver this Agreement and the Exhibits which form a part of this Agreement to which it is a party and to perform its obligations hereunder and under each other agreement that Seller may execute thereunder. The execution and deliver in connection herewith. 5.5 The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement do not and will not: (a) violate any Laws presently in effect having applicability to Seller or any property of Seller; (b) result in Exhibits which form a breach or constitute a default under any agreement part hereof to which Seller is subject; or (c) require any Permits. 5.6 a party by Seller and the performance of its obligations hereunder and thereunder have been duly and validly authorized by all requisite corporate action of the part of Seller. This Agreement constitutes the has been duly executed and delivered by Seller and this Agreement constitutes, a legal, valid and binding obligation of Seller Seller, enforceable against Seller in accordance with its terms terms, except as such enforceability may be limited by bankruptcy, insolvency or other similar laws of general application relating to or affecting the enforcement of creditors' rights. 7.3 Seller holds good and marketable title to the Assets, free and clear of restrictions or conditions to transfer or assignment, and free and clear of liens, pledges, charges, or encumbrances (other than certain of the Assets that are leased by Seller as disclosed on Exhibit A hereof). 7.4 Seller is entered into voluntarily acquiring the Initial Issuance Shares and Warrant Shares of Purchaser for its own account for investment and not with a view to, or for sale or other disposition in connection with, any distribution thereof, nor with any present intention of selling or otherwise disposing of the same (other than distribution of such Initial Issuance Shares by all partiesSeller to one or more of its stockholders following the Closing Date). The transaction represented hereby Seller is an arms-length transaction. 5.7 As "accredited investor" as defined in Regulation D promulgated under the Securities Act of the date of this Agreement1933, the outstanding Obligations are set forth on Schedule 1 of this Agreement. 5.8 as amended. Seller has (a) given written instructions to any financial institution subject to agreements that (i) require automatic or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writing. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale Initial Issuance shares and Warrant Shares of Purchaser are being issued and sold under exemptions from registration provided under said act and under applicable state securities laws and, therefore, cannot be sold unless subsequently registered under said act and applicable state securities laws or an exemption from such registration is available. 7.5 The Assets are being sold pursuant to this Agreement AS IS, WHERE IS, without representationany representations warranties, recourse liabilities or warrantyother obligations on the part of Seller whatsoever, whether expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated therebyexcept as specifically provided for herein.

Seller’s Representations and Warranties. Seller hereby represents and warrants to Parent, and agrees, that: 5.1 Hercules is the exclusive legal and beneficial owner of the Obligations and the Loan Documents. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereofa) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entity. 5.2 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any full right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacity, power and authority to execute and deliver sell the Property to Buyer as provided in this Agreement and to perform its carry out Seller’s obligations hereunder hereunder; (b) all requisite action necessary to authorize Seller to enter into this Agreement and under each other agreement that Seller may execute to carry out Seller’s obligations has been obtained; (c) this Agreement has been duly authorized, executed and deliver in connection herewith.delivered by Seller; 5.5 The execution, delivery and performance (d) the execution of this Agreement and the consummation of the transactions contemplated by this Agreement Closing to occur hereunder do not and will not: (a) not violate any Laws presently in effect having applicability to Seller contract, covenant or any property of Seller; (b) result in a breach or constitute a default under any other agreement to which Seller is subject; may be a party or (c) require any Permitsby which Seller may be bound. 5.6 This Agreement constitutes (e) Seller is a limited liability company duly formed, validly existing and in good standing under the legallaws of the State of Delaware, valid duly qualified to transact business in the Commonwealth of Virginia, and binding obligation has all requisite power and authority to own its interests in the Property and to operate the Hotel, and to carry on its business as now being conducted. (f) Seller, to Seller’s Knowledge, has not received any written or oral notification from any governmental authority concerning the Property for any violation of federal, state, county or municipal laws, ordinances or regulations, expressly including any violations concerning health, fire, building, sanitation, safety code violations, zoning, Hazardous Materials or any other environmental problems. Seller agrees to forward to Buyer copies of any notices described in the preceding sentence immediately on receipt by Seller. To Seller’s Knowledge, Seller is not in violation of any governmental laws, ordinances, rules, and regulations applicable to the use and occupation of the Property, including, without limitation, health, fire, sanitation and safety codes. To Seller’s Knowledge, Seller is not in violation of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §§ 9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq., or any modifications or amendments thereto, or applicable state law and other federal, state and local laws and the regulations implementing such laws now in force relating to hazardous waste disposal and/or toxic substances (the above laws are collectively referred to as “Environmental Laws”). Seller represents and warrants that it has disclosed to Buyer all pending or threatened litigation known to Seller and orders, rulings, notices, permits or investigations known to Seller regarding Hazardous Materials, as such terms are defined in applicable Environmental Laws. Without limiting the generality of the foregoing, Seller will provide information to Buyer with regard to a small diesel fuel oil spill (the “Oil Spill”) from an underground storage tank that occurred at the Property in December 2010, the successful clean-up effort made by Seller in connection therewith, communications between Seller and the VDEQ with respect thereto, and the ongoing monitoring activities of Seller enforceable against Seller in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transactionconnection therewith. 5.7 As (g) To Seller’s Knowledge, Seller has not received any written or oral notification of a breach of any Contracts, any licenses and permits or any Lease and there are no defaults or conditions which with the passage of time or the giving of notice would constitute defaults thereunder. There are no persons with a right to use or occupy the Property other than the tenants under the Leases and the guests of the date Hotel. Each of this Agreementthe Contracts, licenses and permits and Leases being assumed by Buyer are in full force and effect and have not been amended, modified or supplemented in any way that is not expressly disclosed to the Buyer in writing. (h) To Seller’s Knowledge, there are no actual or threatened conditions or circumstances which would adversely affect the current use of the Property, or Seller’s ability to use the Property to operate the Hotel. (i) To Seller’s Knowledge, the outstanding Obligations Real Property is not subject to special assessment levies or any roll back taxes. (j) Seller has not made any commitment to any governmental or quasi-governmental authority, or to any third person to dedicate or grant any portion of the Real Property for roads, easements, rights of way, park lands, or other public or private purposes, or to grant any restrictions, or to incur any other expense or obligation relating to the Real Property. (k) There are no currently effective employment agreements, collective bargaining agreements, or pensions, retirement or profit sharing plans, with or covering any of the employees of the Hotel, except as set forth on Schedule 1 of this Agreement8.2(k). 5.8 (l) To Seller’s Knowledge, there are no unrecorded easements that adversely affect the use and operation of the Real Property as a Hotel. Prior to the Closing Date, Seller will not grant any easement that will affect title to the Real Property or Seller’s right to transfer its property interest hereunder. (m) There are no other agreements, written or oral, other than the Contracts, licenses, permits and Leases, which affect the use or operations of the Hotel. (n) To Seller’s Knowledge, Seller has (a) given written instructions to not received any financial institution subject to agreements notice from any insurance company that (i) require automatic or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights has issued a policy with respect to the accounts subject Hotel or from any board of fire underwriters (or other body exercising similar functions) claiming any defects or deficiencies or requesting the performance of any repairs, alterations, or other work to such agreementsthe Property, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions which, if not corrected, would result in writingtermination of insurance coverage. 5.9 Except as expressly provided in this Section 5(o) To Seller’s Knowledge, Parent acknowledges that there are no pending suits, litigation, or administrative proceedings relating to Seller, or to the Sale is without representationHotel, recourse or warrantyincluding, expressed or implied. In particular, but without limitation, Seller makes no representation pending labor grievances or warranty and assumes no responsibility with respect to arbitrations or suits. (ap) any statements, warranties or representations made All tangible Personal Property is in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated therebygood working order.

Seller’s Representations and Warranties. As of the date hereof and as of the Closing Date, Seller hereby represents represents, warrants and warrants covenants to Parent, and agrees, Buyer that: 5.1 Hercules a. Seller has been duly organized and is validly existing under the exclusive legal and beneficial owner laws of the Obligations and the Loan DocumentsState of Texas. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated Pursuant to or subjected to any other security interest in favor of any person or entity. 5.2 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacity, full right and authority to execute and deliver enter into this Agreement and to perform its consummate or cause to be consummated the transactions contemplated herein to be made by Seller. The person signing this Agreement on behalf of Seller is authorized to do so. This Agreement constitutes, and all agreements and documents contemplated hereby (when executed and delivered pursuant hereto) will constitute, the valid and legally binding obligations hereunder of Seller, enforceable in accordance with their respective terms. No other signatures or approvals are required to make this Agreement fully enforceable by the Buyer with respect to the Seller or the Property. This Agreement constitutes, and under each other agreement that Seller may execute all agreements and deliver documents contemplated hereby (when executed and delivered pursuant hereto) will constitute, the valid and legally binding obligations of Seller, enforceable in connection herewithaccordance with their respective terms. 5.5 b. There are and there will be no parties in possession of any portion of the Property as lessees, and no other party has been granted an oral or written license, lease, option, purchase agreement or other right pertaining to the use, purchase or possession of any portion of the Property, other than tenants in possession under the Leases. The executionLeases and Service Contracts are valid and binding in accordance with their respective terms and conditions, are in full force and effect, and have no uncured breach or default by any party. c. The Seller has not received notice of any default (nor is there any default) under any note or deed of trust related to or secured by the Property. Provided that the Lender Consent is obtained, the execution and delivery and performance of this Agreement and Agreement, the consummation of the transactions transaction herein contemplated by this Agreement do and the compliance with the terms and provisions hereof will not and will not: conflict with or (a) violate any Laws presently in effect having applicability to Seller with or any property without notice or the passage of Seller; (btime or both) result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, loan agreement or instrument to which the Seller is a party or by which the Seller or the Property is bound, any applicable regulation or any judgment, order or decree of any court having jurisdiction over the Seller or the Property. d. The Seller has not received any notice, nor is the Seller aware, of any violation of any ordinance, regulation, law, statute, rule or restriction relating to the Property. e. There are no attachments, executions, assignments for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under any agreement to which applicable debtor relief laws or any other litigation contemplated by or pending or threatened against the Seller is subject; or (c) require any Permitsthe Property. 5.6 This Agreement constitutes the legal, valid and binding obligation f. Seller has not received any written notice of Seller enforceable any current or pending litigation against Seller which would, if determined adversely to Seller, materially adversely affect the Property. g. Neither the Seller, nor to Seller’s knowledge, any other party has ever caused or permitted any “hazardous material” (as hereinafter defined) to be placed, held, located, or disposed of on, under, or at the Property or any part thereof in forms or concentrations which violate applicable laws and regulations, and, to Seller’s knowledge, neither the Property nor any part thereof has ever been used as a dump or storage site (whether permanent or temporary) for any hazardous material. As used herein, “hazardous material” means and includes any hazardous, toxic, or dangerous waste, substance, or material defined as such in, or for purposes of, the Comprehensive Environmental Response, Compensation Liability Act (42 U.S.C. Section 9601, et seq., as amended) or any other “super fund” or “super lien” law or any other Federal, State, or local statute, or law, ordinance, code, rule, regulation, order or decree regulating, relating to, or imposing liability for standards of conduct concerning any substance or material, as presently in effect. Except for the USTs on the Property related to the HEB fuel station, the Property does not currently contain any underground storage tanks and any storage tanks previously located on the Property have been removed in accordance with its terms the requirements of all applicable laws with “no further action” letter(s) issued by the State of Texas in connection therewith. All representations, warranties, covenants and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As agreements of the date of this Agreement, the outstanding Obligations are Seller set forth on Schedule 1 in this Agreement shall survive the Closing for a period of this Agreement. 5.8 Seller has (a) given written instructions to one year only and shall not merge into any financial institution subject to agreements that (i) require automatic deed, assignment or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned instrument executed or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writing. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or delivered in connection with the Loan Documents or transactions contemplated hereby, it being the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value intention of the Loan Documentsparties that if a lawsuit is not commenced by Buyer against Seller within such one-year period, any other instrument or document furnished pursuant Buyer shall be deemed to have waived all claims for the Loan Document or any lien or other interest granted under any Loan Document (including breach of such covenants, agreements, representations and warranties. In the Collateral), (b) title to, value, nature, extent or condition event of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance a breach by the Borrowers or any guarantor of the Obligations Seller of any of their respective obligations under the Loan Documents Seller’s representations, warranties, covenants and agreements set forth in this Section M for which a lawsuit is commenced by Buyer within one year after the Closing, Seller shall indemnify and hold harmless Buyer from and against any and all loss, expense (including without limitation reasonable attorney fees), liability, cost, claim, demand, action, cause of action and suit arising out of or in any other instrument way related to any such breach of any representation, warranty, covenant or document furnished pursuant thereto or (d) agreement of Seller set forth in this Section M. Notwithstanding the foregoing, the aggregate liability of Seller for breach of any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents representations and the transactions contemplated therebywarranties shall not exceed $500,000.00.

Seller’s Representations and Warranties. Seller hereby represents makes the representations and warrants warranties to ParentBuyer which are set forth below, and agrees, that: 5.1 Hercules is the exclusive legal and beneficial owner of the Obligations and the Loan Documents. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entity. 5.2 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacity, and authority to execute and deliver this Agreement and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewith. 5.5 The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement do not and will not: (a) violate any Laws presently in effect having applicability to Seller or any property of Seller; (b) result in a breach or constitute a default under any agreement to which Seller is subject; or (c) require any Permits. 5.6 This Agreement constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As as of the date of this Agreement, . Buyer acknowledges and agrees that each of such representations and warranties shall be deemed expressly qualified by any information of which Buyer has Actual Knowledge on or before the outstanding Obligations are set forth on Schedule 1 of this Agreement. 5.8 Seller has (a) given written instructions to any financial institution subject to agreements that Closing Date. Buyer acknowledges (i) require automatic or other account sweep arrangements whereby funds that Buyer has entered into this Agreement with the intention of making and relying upon its own investigation of the Borrowers are transferred to accounts owned or controlled by physical, environmental, economic and legal condition of the Seller and/or that Property, and (ii) restrict the Borrowers’ withdrawal rights with respect to that, other than as specifically set forth below in this Section 4.1, Seller is not making and has not at any time made any representation or warranty of their accountsany kind or nature, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights either oral or written, directly or indirectly, expressed, implied, statutory or otherwise, with respect to the accounts subject Property, including, without limitation, representations or warranties as to such agreementshabitability, merchantability, fitness for a particular purpose, title (other than Seller’s limited warranty of title set forth in the Deed), zoning, tax consequences, latent or patent physical or environmental condition, health or safety matters, utilities, operating history or projections, valuation, projections, the applicability of any laws, rules or regulations or compliance therewith. Based upon Buyer’s familiarity with the Property, Buyer’s due diligence relating to the Property and (b) Buyer’s experience and knowledge as to the Borrowers market in which the Property is situated and each such financial institution has acknowledged as to investment in and agreed to such instructions operation of real estate in writing. 5.9 Except the nature of the Property and commercial real estate in general, Buyer shall purchase the Property on the Closing Date in an “AS IS, WHERE IS AND WITH ALL FAULTS” condition, with no right of setoff or reduction in the Purchase Price and without any representation or warranty whatsoever, as expressly provided aforesaid, except as set forth in this Section 54.1, Parent acknowledges and Buyer fully assumes the risk that adverse latent or patent physical, structural, environmental, economic or legal conditions may not have been revealed by Buyer’s investigations. Seller and Buyer acknowledge that the Sale Purchase Price to be paid to Seller for the Property has taken into account that the Property is without representationbeing sold subject to the foregoing provisions of this Section 4.1. As used in this Section 4.1 “Actual Knowledge” or words of similar import shall refer only to the actual knowledge of Xxxxxxx X. Xxxxx (the “Buyer’s Designated Representative”), recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect shall not be construed to (a) any statements, warranties or representations made in or in connection with refer to the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value knowledge of the Loan Documents, any other instrument officers, agents or document furnished pursuant to the Loan Document employees of Buyer or any lien affiliate of Buyer or other interest granted under to impose or have imposed upon the Buyer’s Designated Representative any Loan Document (including duty to investigate the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligationsmatters to which such knowledge, or the performance absence thereof, pertains or observance by the Borrowers or any guarantor make an inquiry of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated therebypersons.

Seller’s Representations and Warranties. Seller hereby represents and warrants to Parent, and agrees, thatPurchaser: 5.1 Hercules 8.1.1. Seller validly exists and is in good standing in the exclusive legal and beneficial owner of the Obligations and the Loan Documentsstate in which it was formed. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entity. 5.2 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacity, full right and authority and has obtained any and all consents required to execute and deliver enter into this Agreement and to consummate or cause to be consummated the transactions contemplated hereby. This Agreement has been, and all of the documents to be delivered by Seller at the Closing shall be, authorized and executed and constitute, or shall constitute, as appropriate, the valid and binding obligation of Seller, enforceable in accordance with their terms. 8.1.2. Other than as set forth in the Ground Lease, no person, firm, corporation or other entity has any right or option to acquire the Property, any portion thereof, air rights, development rights, or any interest therein. Other than as set forth in the Ground Lease, there is no agreement to which Seller is a party or that is binding on Seller which is in conflict with this Agreement. There is no action or proceeding pending or, to Seller's knowledge, threatened against Seller which challenges or impairs Seller’s ability to execute or perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewith. 5.5 this Agreement. The execution, delivery and performance of this Agreement by Seller and the Seller Closing Documents contemplated hereby shall not require the consent of any third party. 8.1.3. Seller is not subject to any law, order, decree, or restriction which prohibits or would be violated by this Agreement of the consummation of this transaction. 8.1.4. Seller is not a nonresident alien individual, foreign corporation, foreign partnership, foreign trust or foreign estate or a disregarded entity owned by any of the foregoing (as those items are defined in the Internal Revenue Code and Income Tax Regulations and regulatory guidance thereunder). 8.1.5. Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code. 8.1.6. Seller is not insolvent, and Seller has not (i) made a general assignment for the benefit of its creditors, (ii) admitted in writing its inability to pay its debts as they mature, (iii) had an attachment, execution or other judicial seizure of any property interest which remains in effect, or (iv) taken, failed to take or submitted to any action indicating a general inability to meet its financial obligations as they accrue. Seller has not filed any petition seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief relating to Seller or any of its property under any Debtor Relief Laws, nor has any such petition been filed against Seller. No general assignment of Seller’s property has been made for the benefit of creditors, and no receiver, master, liquidator or trustee has been appointed for Seller or for any portion of its property. Seller shall comply with the covenants contained in Section 5.6 of this Agreement. 8.1.7. Seller has not received from any Governmental Authority written notice of any material violation of any Laws applicable (or alleged to be applicable) to the Property, or any part thereof. To Seller's knowledge, all permits, certificates and licenses required to own and operate the Property as currently constructed have been issued and are in full force and effect. 8.1.8. Seller has received no written notice of any claims, actions or proceedings (zoning or otherwise), including, without limitation, governmental investigations, with respect to the Property or against Seller, or the transactions contemplated by this Agreement do not Agreement. To Seller's knowledge, there are no unpaid judgments or fines against Seller or the Property. 8.1.9. Seller has received no written notice of any special or other governmental, quasi-governmental, public or private assessments for public improvements or otherwise now affecting the Property (other than those special assessments or typical municipal maintenance and will not: operation of such items as sewer, water, drainage and the like which appear annually as a part of the real estate tax xxxx affecting the Property). 8.1.10. Seller has delivered to Purchaser true, complete and accurate copies of the Ground Lease and all Leases (including all amendments, guarantees, side letters, subordination and non-disturbance agreements and other documents relating thereto). As of the Effective Date, there are no tenancies or other rights of use or occupancy (other than as set forth in the Ground Lease, the tenants in possession under the Leases and as may exist pursuant to any Service Contracts) with respect to the Property. Except as may be otherwise set forth in the Rent Roll, (a) violate no tenant has asserted any Laws presently defense, set-off, or counterclaim with respect to its tenancy or its obligation to pay rent and other charges due from and after the date hereof pursuant to its lease, and, except as might otherwise be set forth in effect having applicability to Seller its Lease, and no tenant is in arrears with the payment of rent or any property of Seller; other charges, (b) result except as may be set forth in a breach tenant’s respective Lease, the tenants have no right to any present or future rent concession, (c) any security deposits tendered by tenants have not been applied by Seller on account of any actual or purported obligation of the tenants, (d) except as may be set forth in a tenant’s respective Lease, there are no agreements with the tenants for additional construction, repair or maintenance of the Property, or for the installation of additional equipment or the replacement of existing equipment or with respect to any other matter whatsoever, and (e) all brokerage commissions due and owing with respect to the Leases shall be paid by Seller at or prior to the Closing. To Seller's knowledge, all work and other obligations required to be performed by Seller as of or prior to Closing pursuant to the terms of the Leases or any other agreements with the tenants have been or will be performed by the Closing. 8.1.11. The Ground Lease is in full force and effect and has not been modified, amended, terminated, renewed or extended except as set forth on Schedule A-3 attached hereto. Seller has not received any notice of default, which default remains uncured, under the Ground Lease and, to Seller's knowledge, there are no circumstances which upon the giving of notice or lapse of time or both would constitute a default under the Ground Lease. 8.1.12. The BBB Sublease is in full force and effect and has not been modified, amended, terminated, renewed or extended except as set forth on Schedule C-1 attached hereto. Seller has not delivered to BBB any agreement notice of default, which default remains uncured, under the BBB Sublease and, to Seller's knowledge, there are no circumstances which upon the giving of notice or lapse of time or both would constitute a default under the BBB Sublease. 8.1.13. To Seller's knowledge, Seller has good and marketable fee simple title to the Fee Parcel, subject to liens that will be paid in full, satisfied, canceled and discharged at or prior to or at Closing. 8.1.14. Seller is not an employee benefit plan (a “Benefit Plan”) subject to Part 4 of Title I of ERISA or Section 4975 of the Code or any similar provision of state or local Law, and assets of a Benefit Plan are not being used to acquire the Property, and Seller is not a “party in interest” (as that term is defined in Section 3(14) of ERISA) with respect to any Benefit Plan that is an investor in Purchaser. 8.1.15. There are no employment agreements, union or collective bargaining agreements, or management agreements to which Seller is subject; a party, to Seller's knowledge, no employment agreements, union or (c) require any Permits. 5.6 This Agreement constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As of the date of this Agreement, the outstanding Obligations are set forth on Schedule 1 of this Agreement. 5.8 Seller has (a) given written instructions to any financial institution subject to collective bargaining agreements that (i) require automatic or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights exist with respect to the accounts subject to such agreementsProperty which will be binding on Purchaser after the Closing, and (b) the Borrowers and each such financial institution has acknowledged and agreed there are no employees which Purchaser will be obligated to such instructions in writingretain. 5.9 Except as expressly provided in this Section 58.1.16. Neither Seller nor any of its affiliates, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of nor any of their respective obligations partners, members, shareholders or other equity owners, direct or indirect, and none of their respective employees, officers, directors, representatives or agents is, nor shall they become, a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Loan Documents Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other instrument governmental action and is not engaging and shall not engage in any dealings or document furnished pursuant thereto transactions or (d) be otherwise associated with such persons or entities. 8.1.17. To Seller's knowledge, Schedule C-3 sets forth a full list of all Service Contracts in effect as of the Effective Date. 8.1.18. All Tangible Property of Seller, if any, is free and clear of any credit decisions made liens or encumbrances, other than exceptions and encumbrances which are required by the Seller with respect this Agreement to be removed at or prior to the Borrowers or the Loan Documents and the transactions contemplated therebyClosing.

Seller’s Representations and Warranties. As of the Management Termination Date, Seller hereby represents and warrants to Parent, Buyer as set forth below. Any representation and agrees, that:warranty that is subject to the knowledge of Seller shall mean only the actual knowledge of Seller's Members without further investigation or inquiry. 5.1 Hercules 2.1.1 All representations and warranties of Seller set forth in this Agreement and in any written statements delivered by Seller under this Agreement (if any) will be true and correct as of the Management Termination Date as if made on that date. 2.1.2 Seller is the exclusive legal and beneficial owner of the Obligations Shares, fully paid and nonassessable, free and clear of all pledges, liens, encumbrances, security agreements, options, claims, charges and restrictions. 2.1.3 Seller is duly authorized to enter into this Agreement and complete the Loan Documents. HTI transaction contemplated herein. 2.1.4 To the Seller's knowledge, the Company is a corporation duly organized, validly existing and in good standing under the exclusive legal and beneficial owner laws of the HTI WarrantState of Arizona; 2.1.5 To the Seller's knowledge, all corporate actions taken by the Company have been duly authorized or ratified, and all accounts, books, ledgers and official and other records of the Company fairly and accurately reflect all of the Company's transactions, properties, assets and liabilities. 2.1.6 To the Seller's knowledge, Buyer's designees are the only authorized signatories with respect to the Company's various bank and trust accounts, credit lines, safe deposit boxes or vaults and, to the extent this is not the case, Seller will cooperate in good faith to transfer any and all such accounts to Buyer's designees. None Seller acknowledges that as of December 10, 2003, it has no right to conduct transactions regarding such accounts. 2.1.7 To the Seller's knowledge, Seller has delivered to Buyer possession of all originals and copies of agreements, instruments, documents, deeds, books, records, files and other data and information within the possession of the Seller Documents or its Members pertaining to the Company (collectively, the "RECORDS"); provided, however, that the Seller may retain (1) copies of any tax returns and copies of Records relating thereto; (2) copies of any Records that the Seller believes it will be likely to need to protect is interests in compliance with applicable law and potential disputes with Buyer and/or Company. 2.1.8 To the Seller's knowledge, the Company does not own, directly or indirectly, any part thereof) is currently assigned to, subordinated to outstanding voting securities of or subjected to other interests in any other security interest in favor of any person corporation, partnership, joint venture or other business entity. 5.2 Seller has delivered true 2.1.9 To the Seller's knowledge, the execution and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacity, and authority to execute and deliver this Agreement and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewith. 5.5 The execution, delivery and performance of this Agreement and all collateral agreements, if any, and the consummation of the transactions contemplated by this Agreement do performance hereunder will not and will not: (a) violate any Laws presently in effect having applicability legal requirements applicable to Seller the Company or any property of Seller; (b) result in a breach judgment, award or constitute a default under decree or any indenture, agreement or other instrument to which the Seller is subject; or (c) require any Permitsa Party. 5.6 This Agreement constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As of the date of this Agreement, the outstanding Obligations are set forth on Schedule 1 of this Agreement. 5.8 Seller has (a) given written instructions to any financial institution subject to agreements that (i) require automatic or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writing. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated thereby.

Seller’s Representations and Warranties. As of the date hereof and as of the Closing Date (as evidenced by Seller’s date down certificate to be provided at Closing), Seller hereby represents represents, warrants and warrants covenants to Parent, and agrees, Purchaser that: 5.1 Hercules is (a) Other than the exclusive legal and beneficial owner Lease, there will be no parties in possession of any portion of the Obligations Property as lessees, sub-lessees or otherwise, and no other party has been granted an oral or written license, lease, option, purchase agreement or other right pertaining to the Loan Documents. HTI is the exclusive legal and beneficial owner use, purchase or possession of any portion of the HTI WarrantProperty. None A true, complete and correct copy of any Contracts affecting the Property and any amendments thereto have been or will be furnished to Purchaser within five (5) days after the Effective Date as part of the Due Diligence Materials, and except as set forth on Schedule 11 (a), there are no Contracts which encumber or bind the Property or Seller Documents (which will be binding on Purchaser, or any part thereof) is currently assigned towhich Purchaser will be required to assume at Closing, subordinated to or subjected to any which will encumber or bind the Property at or after Closing. There are no leasing brokerage agreements, leasing commission agreements or other security interest in favor agreements providing for the payment of any person or entity. 5.2 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers amounts (except for the HTI WarrantSeller’s obligation to pay a commission to Broker), and no commissions due, for leasing activities with respect to the Property. 5.4 (b) Seller has all right, power, legal capacity, and authority shall cause Tenant to execute and deliver this Agreement and the Lease at or prior to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewithClosing. 5.5 (c) The executionSeller has not received notice of any default (and Seller has no knowledge of any default) under any note, mortgage or deed of trust or other security interest or loan document or indebtedness related to or secured by the Property. The execution and delivery and performance of this Agreement and Agreement, the consummation of the transactions transaction herein contemplated by this Agreement do and the compliance with the terms and provisions hereof will not and will not: conflict with or (a) violate any Laws presently in effect having applicability to Seller with or any property without notice or the passage of Seller; (btime or both) result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, loan agreement or instrument to which the Seller is a party or by which the Seller or the Property is bound, any applicable regulation or any judgment, order or decree of any court having jurisdiction over the Seller or the Property. O01/16587.001/EscrowPhase2/Psa4.1(hhb) (d) The Seller has not received any notice, nor does Seller have knowledge of any material violation of any ordinance, regulation, law, statute, rule or restriction relating to the Property. (e) There are no attachments, executions, assignments for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under any applicable debtor relief laws or any other litigation contemplated by or pending or to Seller’s knowledge, threatened against the Seller or the Property. (f) Seller has been duly organized and is validly existing under the laws of the State of California. Seller has the full right and authority to enter into this Agreement and to transfer all of the Property to be conveyed by Seller pursuant hereto and to consummate or cause to be consummated the transactions contemplated herein to be made by Seller. The person signing this Agreement on behalf of Seller is authorized to do so. No other signatures or approvals are required to make this Agreement fully enforceable by the Purchaser with respect to the Seller or the Property. This Agreement constitutes, and all agreements and documents contemplated hereby (when executed and delivered pursuant hereto) will constitute, the valid and legally binding obligations of Seller, enforceable in accordance with their respective terms. (g) The Seller has and will convey to the Purchaser good, marketable and indefeasible title in fee simple to the Property and right to purchase the Banked Water, subject only to the Permitted Exceptions. (h) Seller has no knowledge of any pending condemnation or similar proceeding or assessment affecting the Property or any part thereof, nor to the knowledge of the Seller is any such proceeding or assessment contemplated or threatened by any governmental authority. There will be no claim against the Property or Purchaser for or on account of work done, materials furnished, and utilities supplied to the Property prior to the Closing Date by or at the request of Seller. To the best of Seller’s knowledge, there are no public plans or proposals for changes in road grade, access, or other municipal improvements which would adversely affect the Property or result in any assessment; and no ordinance authorizing improvements, the cost of which might be assessed against Purchaser or the Property, is pending. (i) Except as disclosed in the Due Diligence Materials or the Natural Hazards Disclosures, no Improvements on the Land are located within the area determined to be within any flood hazard areas, including the 100-year flood plain on the Flood Insurance Rate Map published by the Federal Emergency Management Agency and/or by the United States Army Corps of Engineers and/or Xxxx County and/or the State of California. (j) Seller has not entered into any agreement to which dispose of its interest in the Property or any part thereof, except for this Agreement. (k) Seller is subject; not a party to any litigation which is still pending, and Seller has no knowledge of any threatened litigation, affecting or (c) require any Permitsrelating to the Property. 5.6 This Agreement constitutes (l) Neither the legalSeller, valid nor to Seller’s knowledge, any other party has ever caused or permitted any “hazardous material” (as hereinafter defined) to be placed, held, located, O01/16587.001/EscrowPhase2/Psa4.1(hhb) or disposed of on, under, or at the Property or any part thereof in forms or concentrations which violate applicable laws and binding obligation regulations, and, to Seller’s knowledge, neither the Property nor any part thereof has ever been used as a dump or storage site (whether permanent or temporary) for any hazardous material. As used herein, “hazardous material” means and includes any hazardous, toxic, or dangerous waste, substance, or material defined as such in, or for purposes of, the Comprehensive Environmental Response, Compensation Liability Act (42 U.S.C. Section 9601, et seq., as amended) or any other “super fund” or “super lien” law or any other Federal, State, or local statute, or law, ordinance, code, rule, regulation, order or decree regulating, relating to, or imposing liability for standards of Seller enforceable against Seller conduct concerning any substance or material, as presently in effect. To Seller’s knowledge, any storage tanks previously located on the Property (whether above ground or below ground), have been removed in accordance with its terms the requirements of all applicable laws. Without limiting the other provisions of this Section 11(k), Seller has no knowledge of any release or spill of oil, fuel or any other substance stored in storage tanks of any kind on the Property that required reporting or formal cleanup under applicable law. Seller hereby indemnifies and is entered into voluntarily by holds harmless Purchaser from and against any and all partiesloss, expense (including without limitation reasonable attorney fees), liability, cost, claim, demand, action, cause of action and suit arising out of or in any way related to any breach of any representation, warranty, covenant or agreement of Seller in this Agreement. The transaction represented hereby is an arms-length transaction. 5.7 As of the date For purposes of this Agreement, the outstanding Obligations are set forth on Schedule 1 of this Agreement. 5.8 Seller has (a) given written instructions to any financial institution subject to agreements that (i) require automatic “Seller’s knowledge” or other account sweep arrangements whereby funds “knowledge of the Borrowers are transferred to accounts owned or controlled by Seller” means the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any current actual knowledge without duty of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writinginvestigation of Xxxxx X. Xxxxxxxx. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated thereby.

Seller’s Representations and Warranties. (a) Seller hereby represents and warrants to Parent, and agrees, that: 5.1 Hercules is the exclusive legal and beneficial owner of the Obligations and the Loan Documents. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entity. 5.2 Purchaser that Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all full right, power, legal capacityand authority, and authority without the joinder of any other person or entity, to enter into, execute and deliver this Agreement Agreement, and to perform its all duties and obligations hereunder imposed on Seller under this Agreement, and under each other agreement that Seller may execute and deliver in connection herewith. 5.5 The execution, none of the execution or the delivery and performance of this Agreement and Agreement, the consummation of the transactions purchase and sale contemplated by hereby or the fulfillment of or compliance with the terms and conditions of this Agreement do not and conflict with or will not: (a) violate any Laws presently in effect having applicability to Seller or any property of Seller; (b) result in a the breach of any of the terms, conditions, or constitute a default under provisions of any agreement or instrument to which Seller is subject; a party or (c) require by which Seller or any Permits. 5.6 This of Seller’s assets is bound. Seller represents and warrants to Purchaser that this Agreement constitutes shall, when duly executed and delivered, constitute the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transactionSeller. 5.7 As of the date of this Agreement, the outstanding Obligations are set forth on Schedule 1 of this Agreement. 5.8 (b) Seller has (a) given written instructions represents and warrants to any financial institution subject to agreements that Purchaser that: (i) require automatic or other account sweep arrangements whereby funds the Property is currently leased to a parking operator pursuant to a lease, dated as of February 1, 2002, between Hxxxxx Waterfront Company C, LLC (predecessor in interest to Seller), as landlord, and Hxxxxx River Garage LLC, as tenant, (the Borrowers are transferred to accounts owned or controlled by the Seller and/or that “Existing Lease”); (ii) restrict there are no other leases affecting the Borrowers’ withdrawal rights with respect to Property; (iii) a true, correct and complete copy of the Existing Lease is attached hereto as Exhibit D; (iv) Seller has not received any written notice of any default by Seller of any of their accountsSeller’s obligations under the Existing Lease which has not been cured; (v) the tenant under the Existing Lease is not more than a month in arrears in the payment of base rent under the Existing Lease; (vi) the tenant under the Existing Lease is, in each case that such automatic sweeps shall be suspended Seller’s opinion, in default in the payment of common area maintenance charges and that real estate taxes; (vii) to Seller’s knowledge, there exists no material non-monetary default on the Borrowers shall have withdrawal rights with respect part of the tenant under the Existing Lease; and (viii) Seller has not delivered to the accounts subject to tenant under the Existing Lease a written notice of default by such agreementstenant under the Existing Lease, which remains uncured; and (bix) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writing. 5.9 Except as expressly provided in this Section 5only security deposit (including, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation those in the form of letters of credit) presently held by or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value on behalf of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers Existing Lease is as specified in the Existing Lease. (c) Seller represents and warrants to Purchaser that Seller is not a party to any contracts of any kind affecting the Property which will be binding on Purchaser. (d) Seller represents and warrants to Purchaser that: (i) there are no condemnation proceedings pending on the date hereof with regard to all or part of the Property; and, to Seller’s knowledge; (ii) there is no such proceeding threatened by any governmental authority. (e) Seller represents and warrants to Purchaser that Seller is a limited liability company, duly organized and validly existing under the laws of the State of Delaware. (f) Seller represents and warrants to Purchaser that Seller has no employees (including, without limitation, employees of any applicable union) who service or are employed at the Property. (g) Seller represents and warrants to Purchaser that Seller is not a “foreign person” or “foreign corporation” as those terms are defined in the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. (h) Seller represents and warrants to Purchaser that there are no legal actions, suits, or similar proceedings pending or, to Seller’s knowledge, threatened against Seller relating to the Premises or Seller’s ownership or operation of the Premises in any court of law or in equity or before any governmental instrumentality that would materially adversely affect the value of the Property, the continued operations or use thereof, or the Loan Documents ability of Seller to perform its obligations under this Agreement. (i) Seller represents and warrants to Purchaser that there are no brokerage, leasing agency or similar agreements with respect to the leasing of the Property entered into by Seller that will be binding on Purchaser after the Closing and that there are no unpaid brokerage commissions, finder’s fees or similar amounts, currently due and payable or incurred with respect to any leases relating to the Property and none shall be due and payable by Purchaser after the Closing with respect to any such leases that are in effect as of the Closing Date. (j) Seller represents and warrants to Purchaser that the only tax assessment reduction or tax certiorari proceedings pending on the date hereof with respect to the Property are as described on Exhibit K attached hereto (but the foregoing shall not in any way be deemed to prohibit Seller from hereafter initiating such proceedings with respect to the 2014/2015 tax year). (k) Seller represents and warrants to Purchaser that there is no agreement in force and effect whereby Seller has agreed to sell or grant any person or entity an option or right of first refusal to purchase or lease all or any part of the Property. (l) Seller represents and warrants to and for the benefit of Purchaser that it is not now nor shall it be at any time prior to or at the Closing an individual, corporation, partnership, joint venture, association, joint stock company, trust, trustee, estate, limited liability company, unincorporated organization, real estate investment trust, government or any agency or political subdivision thereof, or any other form of entity (collectively, a “Person”) with whom a United States citizen, entity organized under the laws of the United States or its territories or entity having its principal place of business within the United States or any of its territories (collectively, a “U.S. Person”), is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under United States law, regulation, executive orders and lists published by the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) (including those executive orders and lists published by OFAC with respect to Persons that have been designated by executive order or by the sanction regulations of OFAC as Persons with whom U.S. Persons may not transact business or must limit their interactions to types approved by OFAC (“Specially Designated Nationals and Blocked Persons”)) or otherwise. Seller represents and warrants to and for the benefit of Purchaser that neither Seller nor any Person who owns an interest in Seller (collectively, a “Seller Party”) is now nor shall be at any time prior to or at the Closing a Person with whom a U.S. Person, including a “financial institution” as defined in 31 U.S.C. 5312 (a)(z), as periodically amended (“Financial Institution”), is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under United States law, regulation, executive orders and lists published by the OFAC (including those executive orders and lists published by OFAC with respect to Specially Designated Nationals and Blocked Persons) or otherwise. (m) Seller represents and warrants to Purchaser that, to the best of Seller’s knowledge, neither Seller nor any Seller Party, nor any Person providing funds to Seller: (i) is under investigation by 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 money laundering, or any violation of any Anti Money Laundering Laws (as hereinafter defined); (ii) has been assessed civil or criminal penalties under any Anti-Money Laundering Laws; or (iii) has had any of its funds seized or forfeited in any action under any Anti Money Laundering Laws. For purposes hereof, the term “Anti-Money Laundering Laws” shall mean all applicable laws, regulations and sanctions, state and federal, criminal and civil, that: (w) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (x) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests of the United States; (y) require identification and documentation of the parties with whom a Financial Institution conducts business; or (z) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the USA PATRIOT Act of 2001, Pub. L. No. 107-56 (the “Patriot Act”), the Bank Secrecy Act of 1970, as amended, 31 U.S.C. Section 5311 et. seq., the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et. seq., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the transactions contemplated therebysanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957.

Seller’s Representations and Warranties. Seller hereby represents and warrants to ParentBuyer as of the Agreement Date, and agrees, thathereby agrees with Buyer that with respect to the Mineral Rights: 5.1 Hercules (a) Seller represents and warrants that it is the exclusive legal and beneficial owner of the Obligations Land and the Loan Documents. HTI is related contracts. (b) Seller has not received written notice of any condemnation proceedings affecting the exclusive legal and beneficial owner Mineral Rights which are currently threatened or pending. (c) All leases or contracts affecting all or any part of the HTI Warrant. None Mineral Rights and any other party concerning the sale, conveyance, lease, or occupancy of any interest in the Seller Documents (Mineral Rights or any part thereof, shall be disclosed to Buyer by Seller on or before December 15, 2004, copies of which the Seller shall provide to the Buyer, and Buyer may terminate this Agreement within the Inspection Period if any such leases or contracts are objected to (the "CONTRACTS"). Seller shall assign the Contracts to Buyer at the Closing by appropriate assignment, but "as is," without any warranties, express or implied. (d) is currently assigned toSeller has not received written notice of any pending or threatened actions, subordinated suits or proceedings against or affecting the Mineral Rights or any portion thereof, or relating to or subjected to any other security interest in favor of any person or entity. 5.2 Seller has delivered true and complete copies arising out of the Seller Documents to Parent on ownership, operation, management, use or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacity, and authority to execute and deliver this Agreement and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewith. 5.5 The execution, delivery and performance of this Agreement and the consummation maintenance of the transactions contemplated by this Agreement do not and will not: (a) violate any Laws presently in effect having applicability to Mineral Rights, except as specified on EXHIBIT B attached hereto. Seller or any property of Seller; (b) result in a breach or constitute a default under any agreement to which Seller is subject; or (c) require any Permits. 5.6 This Agreement constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance shall furnish Buyer with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As of the date of this Agreement, the outstanding Obligations are set forth on Schedule 1 of this Agreement. 5.8 Seller has (a) given written instructions to any financial institution subject to agreements that (i) require automatic or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights information available with respect to the accounts subject to such agreementsscheduled litigation on or before December 15, 2004, and (b) Buyer may terminate this Agreement within the Borrowers and each Inspection Period if any such financial institution has acknowledged and agreed litigation is unacceptable to such instructions in writingBuyer. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated thereby.

Seller’s Representations and Warranties. Seller hereby represents and warrants to ParentPurchaser as follows, which representations and agrees, thatwarranties are true and correct and shall remain true and correct as of the date hereof and as of the date of Closing: 5.1 Hercules 22.1 Seller is the exclusive legal and beneficial owner of the Obligations and the Loan Documents. HTI is the exclusive legal and beneficial owner Subject Property as of the HTI Warrant. None Date of this Contract. 22.2 Seller represents that it is not a “foreign person” as defined in Paragraph 1445 of the Internal Revenue Code, and is therefore exempt from the withholding requirements of said Paragraph. Seller Documents will furnish Purchaser at Closing the Exemption Certification set forth in Paragraph 12.1(iv). 22.3 Seller has no actual knowledge, nor has Seller received any Notice, of any actual or pending litigation or proceeding by any organization, person, individual or governmental agency against Seller with respect to the Subject Property or any portion thereof or with respect thereto; and Seller has no actual knowledge, nor has Seller received any notice, of any violations of law, municipal or county ordinances, or other legal requirements with respect to the Subject Property (or any part thereof) is currently assigned to, subordinated or with respect to the use or subjected to any other security interest in favor occupancy of any person or entitythe Subject Property. 5.2 Seller has delivered true 22.4 The execution and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacitydelivery of, and authority to execute Seller’s performance under, this Contract are within Seller’s powers and deliver this Agreement and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewith. 5.5 The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated have been duly authorized by this Agreement do not and will not: (a) violate any Laws presently in effect having applicability to Seller or any property of Seller; (b) result in a breach or constitute a default under any agreement to which Seller is subject; or (c) require any Permits. 5.6 all requisite action. This Agreement Contract constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms and terms. Performance of this Contract will not result in any breach of, or constitute any default under, or result in the imposition of any lien or encumbrance upon the Property under, any agreement or other instrument to which Seller is entered into voluntarily a party or by all parties. The transaction represented hereby is an arms-length transactionwhich Seller or the Property might be bound. 5.7 As 22.5 To the best of the date of this AgreementSeller’s knowledge, the there are no special assessments, special tax districts or outstanding Obligations are set forth on Schedule 1 of this Agreement. 5.8 Seller has obligations (acontingent or otherwise) given written instructions to any financial institution subject to agreements that governmental entities (icollectively “Assessments”) require automatic or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreementsProperty or any part thereof, nor are there any pending condemnation actions, nor has Seller any knowledge of any Assessments or condemnation actions being contemplated. 22.6 To the best of Seller’s knowledge: (i) any use of the Property for the generation, storage or disposal of any Hazardous Material (as defined below) has been in compliance with all Environmental Laws (as defined below); (ii) there are not any Hazardous Materials present on the Property; (ii) the Property is currently in compliance with all Environmental Laws; and (biii) there are currently no underground tanks on the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writing. 5.9 Except as expressly provided Property. As used in this Section 5Contract, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, term "Hazardous Material" shall include but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect not be limited to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral)asbestos, (b) title to, value, nature, extent or condition of the Collateralpetroleum, (c) the financial condition of the Borrowers any explosives, radioactive materials, wastes or any guarantor of the Obligationssubstances, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by substances defined as "hazardous substances" or "toxic substances" in the Seller with respect to Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42. U.S.C. 9601, et seq., the Borrowers Hazardous Materials Transportation Act (49 U.S.C. 1802), the Resource Conservation and Recovery Act (42 U.S.C. 6901), or the Loan Documents and the transactions contemplated therebyin any other federal, state or local environmental law ("Environmental Laws").

Seller’s Representations and Warranties. The Seller hereby represents represent and warrants as follows to Parent, and agrees, thatthe best of its knowledge: 5.1 Hercules (a) The Seller is the exclusive legal and beneficial sole owner of the Obligations Property and has the Loan Documentsfull right, power and authority to sell, convey and transfer the same in accordance with the terms of this Contract. HTI is No person or entity has any right of first refusal, right of first offer, contract or other option to acquire the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (Property or any part thereof) is currently assigned to, subordinated to thereof or subjected to any other security interest in favor of any person or entitytherein. 5.2 (b) The Seller has delivered true and complete copies is a municipal corporation of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any State of Borrowers except for the HTI Warrant. 5.4 Seller New Jersey and has all rightthe requisite power and authority, powerin accordance with law, legal capacity, and authority to execute and deliver enter into this Agreement and to perform its obligations hereunder carry out the transactions contemplated hereby. All proceedings required to be taken by or on behalf of Seller to authorize Seller to make, deliver and under each other agreement that carry out this Agreement have been and will be duly and properly taken. The individual signing this Agreement on behalf of the Seller may execute has been authorized to do so and deliver in connection herewiththe Purchaser can reasonably rely upon his action to bind the Seller. 5.5 (c) The execution, delivery and performance of the transaction contemplated pursuant to this Agreement and will not violate the consummation provision of any law, statute, rule or regulation to which the transactions contemplated by this Agreement do not and will not: (a) Seller or the Property is subject, or violate any Laws presently in effect having applicability judgment, writ, order, injunction or decree of any court applicable to Seller or any property of Seller; (b) result in a breach or constitute a default under any agreement to which Seller is subject; or (c) require any Permitsthe Property. 5.6 This Agreement constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As of the date of this Agreement, the outstanding Obligations are set forth on Schedule 1 of this Agreement. 5.8 Seller has (a) given written instructions to any financial institution subject to agreements that (i) require automatic or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writing. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) The Seller is not a “foreign person,” as that term is defined for the purposes of the Foreign Investment in Real Property Tax Act; (e) There are no leases, tenancies, licenses or other occupancy agreements to which the Seller is a party by which the Purchaser may be bound for any credit decisions made portion of the Property following the closing. Unless otherwise agreed to in writing by the Seller with respect to Purchaser, the Borrowers or property will be delivered vacant and free and clear of all tenancies at the Loan Documents and the transactions contemplated therebytime of closing.

Seller’s Representations and Warranties. Seller does hereby represents represent and warrants warrant to Parent, and agrees, thatPurchaser as follows: 5.1 Hercules is the exclusive legal and beneficial owner of the Obligations and the Loan Documents. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entity. 5.2 a. Seller has delivered true been duly organized and complete copies validly exists as a corporation in good standing under the laws of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Nevada. Seller has all right, power, legal capacityrequisite corporate power and authority, and authority all material and necessary authorizations to execute own or lease its properties and deliver conduct its business. Seller has the necessary corporate power to enter into this Agreement and to perform its obligations hereunder carry out the provisions and under each other agreement that Seller may execute and deliver in connection herewithconditions of this Agreement. 5.5 b. This Agreement has been duly and validly authorized, executed and delivered by Seller and represents a valid and binding agreement of Seller, enforceable in accordance with its respective terms, except to the extent that the enforceability hereof or thereof may be limited by (X) bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally or (Y) limitations upon the power of a court to grant specific performance or any other equitable remedy. c. The executionShares have been duly authorized by Seller and will be validly issued, delivery fully paid and performance non-assessable upon delivery. All issued and outstanding Shares and equity interests in Seller have been duly authorized and validly issued and are fully paid and non-assessable. d. Seller is not in violation of this Agreement its Articles of Incorporation or Bylaws (the “Charter Documents”) and the consummation of the transactions contemplated herein shall not constitute a violation of the Charter Documents. e. Seller owns or possesses the requisite licenses or other rights to use all trademarks, service marks, copyrights, service names, trade names, patents, patent applications and licenses described herein as being owned or possessed by the Seller. There is no material claim or action by any person pertaining to, or proceeding, pending or threatened, which challenges the exclusive rights of Seller with respect to any trademarks, service marks, copyrights, service names, trade names, patents, patent applications and licenses used in the conduct of Seller’s businesses. f. The minute books and corporate records of Seller contain a complete summary of all meetings and actions of the officers, directors and stockholders of Seller since the time of its incorporation (and of any predecessor to the Seller) and reflects all transactions referred to in such minutes accurately in all respects. g. The execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the other transactions to which it is a party and as contemplated hereby do not and will not: (ai) conflict with or violate any Laws presently in effect having applicability to Seller or any property provision of Seller; ’s Charter Documents, (bii) result in a breach conflict with, or constitute a default under (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any agreement lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction, upon any of the properties or assets of Seller, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Seller debt or otherwise) or other understanding to which Seller is subject; a party or by which any property or asset of Seller is bound or affected, or (ciii) require subject to the Required Approvals, as defined by section (h) below, conflict with or result in a violation of any Permitslaw, rule, regulation, order, judgment, injunction, decree or other restriction of any court or government authority to which Seller is subject (including federal and state securities laws and regulations). 5.6 This Agreement constitutes h. Seller is not required to obtain any consent, waiver, authorization or order of any court or other federal, state, local or other governmental authority in connection with the legalexecution, valid delivery and binding obligation performance by Seller of Seller enforceable against Seller in accordance this Agreement, other than the filing of a Current Report on Form 8-K with its terms the SEC and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transactionsuch other filings as are required to be made under applicable federal and state securities laws (collectively, the “Required Approvals”). 5.7 i. Seller has filed all reports, schedules, forms, statements and other documents required to be filed by Seller under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”). To Seller’s best knowledge, as of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, there are no pending comments or queries from the SEC with respect to the SEC Reports. The financial statements of Seller included in the SEC Reports (“Financial Statements”) comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. GAAP, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by U.S. GAAP, and fairly present in all material respects the financial position of Seller as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. j. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the best knowledge of Seller, threatened against or affecting Seller or any of its properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges the legality, validity or enforceability of this Agreement or the Securities, or (ii) could, if there were an unfavorable decision, have or reasonably be expected to have a material adverse effect on the business, assets, financial condition or results of operations of Seller or the performance of its obligations under this Agreement. Excluded from the representations and warranties made in this section is the Internal Revenue Service Notice of Levy in the amount of $152,974 issued on October 1, 2010 resulting from unpaid payroll taxes incurred under previous management. Neither Seller nor any director or officer thereof, is or has been the outstanding Obligations are set forth subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the best knowledge of Seller, there is not pending or contemplated, any investigation by the SEC involving Seller or any current or former director or officer of Seller. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by Seller under the Securities Act. k. Seller its best knowledge, Company: (i) is not in violation of any order of any court, arbitrator or governmental body, or (ii) is not or has not been in violation of any statute, rule or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws applicable to its business and all such laws that affect the environment, except in each case as could not have or reasonably be expected to result in a material adverse effect on Schedule 1 the business, assets, financial condition or results of operations of Seller or the performance of its obligations under this Agreement. 5.8 l. Seller has (a) given written instructions does not currently possess or maintain an ownership interest in the Shares. Seller will engage in commercially reasonable efforts to ensure delivery of the Shares from existing stockholders, along with document sufficient to transfer ownership to Purchaser. m. The representations and warranties and statements of fact made by Seller in this Agreement are, as applicable, accurate, correct, and complete and do not contain any financial institution subject to agreements untrue statements and information contained herein not false or misleading. n. Except as set forth in Section 3 of this Agreement and any disclosure schedules that (i) require automatic may be attached hereto, there are no contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other account sweep arrangements whereby funds instrument (“Contract”) that are material to the business, properties, assets, condition (financial or otherwise), results of operations or prospects of Seller taken as a whole, as of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any date of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writingClosing. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated thereby.

Seller’s Representations and Warranties. Seller hereby represents and warrants to Parent, and agrees, that: 5.1 Hercules is the exclusive legal and beneficial owner (a) All of the Obligations documents and information required to be delivered to Buyer pursuant to Section 2.01 have been or will be so delivered without intentional alteration or omission. The leases, licenses and other occupancy agreements, contracts and service agreements, including any amendments thereto, delivered pursuant to Section 2.01 are all the Loan Documents. HTI is leases, licenses, occupancy agreements, contracts and service agreements affecting the exclusive legal Property and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned tosuch leases licenses, subordinated to or subjected to any other security interest in favor of any person or entity. 5.2 Seller has delivered true occupancy agreements and contracts and service agreements, are true, accurate and complete copies of such agreements. (b) To Seller's knowledge, there are not pending any special assessments (with the Seller Documents exception of a special assessment for construction of the New York Avenue subway stop) or condemnation actions with respect to Parent the Property. All real estate taxes, due and payable with respect to the Property, on or before closing (excepting special assessments or benefit charges, which are payable over a period of years) have been or will be paid in full prior to the date hereofclosing, subject to pro-ration in accordance with Section 5.05 below. 5.3 (c) This Agreement has been, and all the documents to be delivered by Seller does not have any rightto Buyer at closing pursuant to Section 5.02 will be, title duly authorized, executed and delivered by Seller or interest will be at Closing binding on Seller. Seller is a limited liability company, duly organized and validly existing and in or good standing under the laws of Delaware, is qualified to any warrants to purchase any common stock or other equity interest do business in any the District of Borrowers except for the HTI Warrant. 5.4 Columbia. Seller has all right, power, legal capacity, the capacity and authority to execute and deliver enter into this Agreement and consummate the transactions herein provided. Seller has obtained all consents and permissions related to the transactions and contemplated and required under any covenant, agreement, encumbrance or applicable laws. (d) To Seller's knowledge, this Agreement, and the transfer of the Property by Seller, do not violate any contract, agreement or instrument to which Seller is a party or by which the Seller is bound or any applicable law. (e) The Property is not, or at Closing hereunder will not be, subject to mechanic's liens or other similar liens for services provided to or on behalf of the Seller, or other matters of record that evidence, secure or create a lien upon the Property, for payment of any monetary sum, other than a lien for real estate taxes, assessments, vault rents or other similar charges not yet due and payable. (f) Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986. (g) To Seller's knowledge, there is no court action, arbitration, mediation, reference, investigation or other legal proceedings (i) pending or threatened against Seller before any court or administrative agency that affects or could affect Seller's ability to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewith. 5.5 The execution, delivery and performance of this Agreement and or that, if decided adversely to Seller, could have a material adverse affect on the consummation of the transactions contemplated by this Agreement do not and will not: (a) violate any Laws presently in effect having applicability to Seller Property, or any property of Seller; (b) result in a breach or constitute a default under any agreement to which Seller is subject; or (c) require any Permits. 5.6 This Agreement constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As of the date of this Agreement, the outstanding Obligations are set forth on Schedule 1 of this Agreement. 5.8 Seller has (a) given written instructions to any financial institution subject to agreements that (i) require automatic or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict specifically relating to the Borrowers’ withdrawal rights with respect Property (other than routine slip and fall claims covered by insurance) that are pending or threatened or have previously been settled or otherwise concluded since January 1, 2001. (h) Except as disclosed in the environmental reports and other materials listed on Exhibit B attached hereto (the "Environmental Materials"), Seller has received no written notices related to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect Environmental Laws or any Hazardous Substances pertaining to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writing. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or impliedProperty. In particular, but without limitationTo Seller's knowledge, Seller makes has no representation environmental reports or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant studies relating to the Loan Document Property in its possession or any lien or control other interest granted under any Loan Document (including than the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents Environmental Materials and the transactions contemplated thereby.Environmental Materials delivered to Buyer are true and complete copies

Seller’s Representations and Warranties. In consideration of Buyer entering into this Agreement and as an inducement to Buyer to purchase the Property, Seller hereby represents makes the following representations and warrants warranties as of the Effective Date and continuously as of the Closing, each of which is material and is being relied upon by Buyer (and the truth and accuracy of which shall constitute a condition precedent to ParentBuyer’s obligations hereunder), and agrees, thatall of which shall survive Closing: 5.1 Hercules is (i) Seller has the exclusive legal authority to enter into this Agreement and beneficial owner the instruments referenced herein, and to consummate the transaction contemplated hereby. (ii) All requisite action has been taken by Seller in connection with entering into this Agreement and the instruments referenced herein; and, by the Closing, all such necessary action will have been taken to authorize the consummation of the Obligations transaction contemplated hereby. By the Closing no additional consent of any individual, director, manager, shareholder, partner, member, trustee, trustor, beneficiary, creditor, investor, judicial or administrative body, governmental authority or other party shall be required for Buyer to consummate the transaction contemplated by this Agreement. (A) In this regard, if applicable, Seller shall deliver or cause delivery to Buyer of true and complete copies of each requisite action or authorization that has been taken by Seller or will be taken (immediately after taking such action prior to Closing) when in connection with entering into this Agreement and execution of the instruments referenced herein. (iii) The individuals executing this Agreement and the Loan Documents. HTI is instruments referenced herein on behalf of Seller have the exclusive legal power, right and beneficial owner actual authority to bind Seller to the terms and conditions hereof and thereof. (iv) Neither the execution or delivery of this Agreement or the documents or instruments referenced herein, nor incurring the obligations set forth herein, nor the consummation of the HTI Warranttransaction contemplated herein, nor compliance with the terms of this Agreement or the documents or instruments referenced herein or therein conflict with or result in the material breach of any terms, conditions or provisions of, or constitute a default under, any bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, lease or other agreement or instrument (a) to which Seller is a party, or (b) that affect the Property of which Seller has actual or constructive knowledge. (v) To the best of Seller’s actual knowledge, there are no actions, suits, claims, legal proceedings, or any other proceedings affecting the Property or any portion thereof, at law, or in equity before any court or governmental agency, domestic or foreign. (vi) To the best of Seller’s actual knowledge, there are no actions or proceedings pending or threatened against Seller, before any court or administrative agent in any way connected with or relating to the Property, or affecting Seller’s ability to fulfill all of its obligations under this Agreement. (vii) Seller has made no written or oral commitments to or agreements with any governmental authority or agency materially and adversely affecting the Property, or any part thereof, or any interest therein, which will survive the Closing. None Seller has entered into no understanding or agreement with any taxing or assessing authority respecting the imposition or deferment of any taxes or assignments respecting the Property. (viii) To the best of Seller’s actual knowledge, Seller is not in default of its obligations under any contract, agreement or instrument to which Seller is a party pertaining to the Property. (ix) To the best of Seller’s actual knowledge, no document supplied to Buyer by Seller contains any untrue statement of a material fact, and to the best of Seller’s actual or constructive knowledge no document omits any facts that would be necessary, in the circumstances, to make the document supplied not misleading. (x) To the best of Seller’s actual knowledge, there are no encroachments onto the Property by improvements on any adjoining property, nor do any buildings or improvements located on the Property encroach on other properties. (xi) There are no mechanics’, materialmen’s or similar claims or liens presently claimed or which will be claimed against the Property for work performed or commenced for Seller or on Seller’s behalf prior to the Effective Date of this Agreement. Seller agrees to indemnify, defend, and hold Buyer and its elected and appointed officials, officers, employees, contractors, and agents harmless from all costs, expenses, liabilities, losses, charges, and fees, including attorney fees, arising from or relating to any such lien or any similar lien claims against the Property and arising from work performed or commenced for Seller or on Seller’s behalf at any time prior to Closing. (xii) There are no undisclosed contracts, licenses, commitments, undertakings or other written or oral agreements for services, supplies or materials concerning the use, operation, maintenance, or management of the Property that will be binding upon Buyer or the Property after the Closing. There are no oral contracts or other oral agreements for services, supplies or materials, affecting the use, operation, maintenance or management of the Property to which Seller Documents is a party or of which Seller has actual knowledge and/or constructive knowledge. (xiii) There are no written or oral contracts, leases, licenses, or contractual rights or options to lease, purchase, or otherwise enjoy possession, rights or interest of any nature in and to the Property or any part thereof, and except to the extent expressly otherwise agreed by Buyer, no person shall have any right of possession to the Property or any part thereof as of the Closing. (A) As of the Effective Date, Seller agrees not to enter into any leases, licenses or easements in the Property (or any part thereof), or grant any other rights of access, use or occupancy to the Property (or any part thereof) is currently assigned without the prior written approval of Buyer, which may be granted or denied in Buyer’s sole and complete discretion. (xiv) Except as revealed in the Preliminary Title Report, Seller shall not allow, consent to, subordinated or otherwise permit any encumbrance, lien, or other exception to title to become of record or affect title to the Property during the period from the Effective Date through the Closing Date, unless such encumbrance, lien, or other exception is expressly pre-approved by Buyer in its sole and absolute discretion. (xv) Neither Seller nor, to the best of Seller’s actual knowledge, any previous owner, tenant, occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any Hazardous Materials on, under, in, or about the Property, or transported any Hazardous Materials to or subjected to any other security interest in favor of any person or entity. 5.2 from the Property. Seller has delivered true and complete copies of the Seller Documents to Parent on not received any oral or prior to the date hereof. 5.3 Seller does not have written notice from any rightapplicable federal, title state or interest in local governmental agency requiring remediation or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacity, and authority to execute and deliver this Agreement and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewith. 5.5 The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement do not and will not: (a) violate any Laws presently in effect having applicability to Seller or any property of Seller; (b) result in a breach or constitute a default under any agreement to which Seller is subject; or (c) require any Permits. 5.6 This Agreement constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As of the date of this Agreement, the outstanding Obligations are set forth on Schedule 1 of this Agreement. 5.8 Seller has (a) given written instructions to any financial institution subject to agreements that (i) require automatic or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writing. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or monitoring in connection with the Loan Documents release, storage or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations disposal of any Hazardous Materials on, under, in or about the Property. (xvi) To the best of their respective obligations under Seller’s actual knowledge no Hazardous Materials exist on, under, in or about the Loan Documents Property, nor have Hazardous Materials ever been transported to or any other instrument or document furnished pursuant thereto or from the Property. (dxvii) any credit decisions Seller has not (i) made by a general assignment for the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated thereby.benefit of creditors,

Seller’s Representations and Warranties. Seller hereby represents makes the following ----------------------------------------- representations and warrants warranties to ParentBuyer, and agrees, that: 5.1 Hercules each of which is the exclusive legal and beneficial owner of the Obligations and the Loan Documents. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entity. 5.2 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacity, and authority to execute and deliver this Agreement and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewith. 5.5 The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement do not and will not: (a) violate any Laws presently in effect having applicability to Seller or any property of Seller; (b) result in a breach or constitute a default under any agreement to which Seller is subject; or (c) require any Permits. 5.6 This Agreement constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As correct as of the date of this Agreement, and will be true and correct as of the outstanding Obligations are set forth on Schedule 1 of this Agreement.Closing Date: 5.8 Seller has (a) given written instructions Vazquez and John Gough ("Gough") are the sole owners of Onesourcx. Xxxxer is xxx xxxx ownxx xf the Assets. (b) The execution and delivery of this Agreement and the documents contemplated hereby and the performance by Seller of its obligations hereunder and thereunder have been duly and validly authorized by all necessary corporate action. Seller has full legal power and authority to enter into and perform this Agreement, and this Agreement constitutes the valid and binding obligation of Seller, enforceable in accordance with its terms. (c) The execution and delivery of this Agreement does not conflict with, violate, or constitute a default under the terms, conditions, or provisions of any financial institution subject agreement or instrument to agreements that (i) require automatic which Seller is a party, or other account sweep arrangements whereby funds any law, judgment, or order of which Seller is aware, and will not result in the creation of any lien, security interest, or encumbrance on any of the Borrowers Assets. (d) There are transferred no actions, suits, proceedings, or claims now pending, or, to accounts owned the best of Seller's knowledge, threatened against Seller or controlled the Assets that would affect Seller's ability to fulfill Seller's obligations under this Agreement or that would impair the value of the Assets. (e) Seller will have at Closing good and marketable title to the Assets free and clear of all liens, charges, and encumbrances other than those securing the Liabilities, as disclosed by Seller. (f) Seller has provided Buyer with true and correct copies of all Contracts. To Seller's knowledge, all of the Contracts are in full force and effect, have been duly executed by the parties, and neither Seller and/or that nor any other party is in default under any Contract. (iig) restrict Seller has provided Buyer with true and correct copies of all documents evidencing Seller's rights in the Borrowers’ withdrawal rights with respect to any of their accountsIntangible Property. To Seller's knowledge, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights agreement, instrument, or license with respect to the accounts subject to Intangible Property is in full force and effect, and neither Seller nor any other party is in default under any such agreements. (h) The Personal Property is in good working condition and repair, reasonable wear and tear excepted, and (b) is adequate and appropriate for the Borrowers Business as now conducted. Any items of Inventory are in good condition, and each such financial institution has acknowledged and agreed to such instructions are usable and/or salable in writingthe ordinary course of the Business as now conducted. 5.9 Except (i) Seller is conducting and has conducted the Business in compliance with all applicable Federal, state and local laws, rules, regulations, ordinances, orders, decrees, building codes, safety and fire and health approvals, certificates of occupancy or other governmental restrictions applicable to the Business or the Assets. (j) John Gough and Gabriel Hernandez, both interested parties of the traxxxxxxxx xave xxxxxx x xxxxxxnt acknowledging and consenting to the terms of the transaction between Seller and Buyer. These Acknowledgement and Consent documents will be attached hereto as expressly provided in this Section 5, Parent acknowledges Exhibit "D". (k) Seller represents that it has paid all sales and use tax and buyer will be able to receive a corporation tax clearance certificate from the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility State Board of Equalization (with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the CollateralSeller's sales and use tax liabilities), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated thereby.

Seller’s Representations and Warranties. The Seller hereby represents and warrants to Parent, and agrees, the Buyer that: 5.1 Hercules is the exclusive legal and beneficial owner of the Obligations and the Loan Documents. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of 5.1.1 the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor a corporation duly incorporated and validly existing under the laws of any person or entity.Delaware; 5.2 Seller has delivered true and complete copies of 5.1.2 the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacity, and authority to execute and deliver this Agreement and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewith. 5.5 The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action (including shareholder approval) on the part of the Seller; 5.1.3 the Seller is not a party to, bound by, or subject to any agreement, indenture, mortgage, lease, instrument, order, judgment or decree, or any provision of its articles or by-laws, that would be violated, contravened or infringed by the execution and delivery of this Agreement by the consummation Seller or the performance of its obligations under this Agreement; 5.1.4 no authorization, approval, order or consent of, or filing with, any Governmental Authority is required on the part of the Seller in connection with the execution, delivery and performance of this Agreement or any other documents and agreements to be delivered under this Agreement; 5.1.5 no consent, approval or waiver of a third party is required to be obtained in order to complete the transactions contemplated by this Agreement do Agreement, other than those that have been obtained; 5.1.6 the Seller owns, possesses and has good and marketable title to all of the Purchased Assets, free and clear of all liens, charges and encumbrances (other than liens for current taxes not yet due) and, at the Closing, the Seller will have the absolute and will not: exclusive right to sell the Purchased Assets to the Buyer as contemplated by this Agreement; 5.1.7 there has not been any material adverse change in the condition of the Purchased Assets or any substantial loss of or damage to the Purchased Assets; 5.1.8 no person other than the Buyer has any written or oral agreement or option or any right or privilege (awhether by Law, pre-emptive, contractual or otherwise) violate capable of becoming an agreement or option for the purchase or acquisition from the Seller of any of the Purchased Assets; 5.1.9 there is no action, litigation or other proceeding in progress, pending or threatened against the Seller that would have a material adverse effect on the Purchased Assets or the ability of the Seller to sell the Purchased Assets to the Buyer; 5.1.10 the use of the Purchased Assets by the Seller is in material compliance with all applicable Laws and the Seller has not received notice of any violation by the Seller of any Laws presently related to the use of the Purchased Assets; 5.1.11 Schedule 2.1 lists all Intellectual Property that is registered with any Governmental Authority, the jurisdictions (if any) in effect having applicability which that Intellectual Property is registered (or in which application for registration has been made), and the applicable expiry dates of all listed registrations. All necessary legal steps have been taken by the Seller to preserve its rights to the Intellectual Property listed on Schedule 2.1. All license agreements under which the Seller has been granted a right to use, or otherwise exploit, Intellectual Property owned by third parties are also listed on Schedule 2.1. The Intellectual Property that is owned by the Seller is free and clear of any property Encumbrances, and no Person other than the Seller has any right to use that Intellectual Property except as disclosed in Schedule 2.1. The use by the Seller of Seller; (b) result any Intellectual Property owned by third parties is valid, and the Seller is not in a default or breach of any license agreement relating to that Intellectual Property, and there exists no state of facts that, after notice or lapse of time or both, would constitute a default or breach under that Intellectual Property. The Intellectual Property forming part of the Purchased Assets does not infringe the intellectual property of any agreement Person; 5.1.12 the Seller has paid all compensation or other amounts owed to any current or former employee or independent contractor of the Seller, including wages, salary, bonus, vacation pay or other remuneration, for all periods relating to the service with the Seller at any time prior to the Closing Date; 5.1.13 all personal information in the possession of the Seller forming part of the Purchased Assets has been collected, used and disclosed in compliance with all applicable Laws in those jurisdictions in which the Seller conducts, or is subject; or (c) require any Permitsdeemed by operation of law in those jurisdictions to conduct, the Business. 5.6 This Agreement constitutes 5.1.14 all facts relating to the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As Purchased Assets that would be material to a prospective buyer of the date Purchased Assets under this Agreement have been disclosed to the Buyer; 5.1.15 the Seller acknowledges that any certificates representing the Warrants and the Warrant Shares will bear such legend or legends as may, in the opinion of this Agreement, counsel to the outstanding Obligations are set forth on Schedule 1 Buyer and Parent be reasonably necessary in order to avoid a violation of this Agreement. 5.8 Seller has (a) given written instructions any securities Laws or to any financial institution subject to agreements that (i) require automatic or other account sweep arrangements whereby funds comply with the requirements of the Borrowers are transferred to accounts owned or controlled by the Seller and/or TSXV, provided that (ii) restrict the Borrowers’ withdrawal rights with respect to if, at any of their accountstime, in each case the opinion of counsel to the Buyer and Parent such legends are no longer necessary to avoid a violation of any such Laws, or the holder of any such legended certificate or direct registration statement, at the holder’s expense, provides the Buyer and Parent (which may include an opinion of counsel reasonably satisfactory to the Buyer and Parent) to the effect that such automatic sweeps shall holder is entitled to sell or otherwise transfer such securities in a transaction in which such legends are not required, such legended certificate or direct registration statement may thereafter be suspended and that the Borrowers shall have withdrawal rights with respect surrendered to the accounts subject to Buyer and Parent in exchange for a certificate or direct registration statement which does not bear such agreements, legend; 5.1.16 the representations and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writing. 5.9 Except as expressly provided warranties contained in this Section 5, Parent acknowledges that 5.1 will be true on and as of the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection Closing Date with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value same effect as if made on and as of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated therebyClosing Date.

Seller’s Representations and Warranties. Seller hereby represents and warrants to Parent, and agrees, thatPurchaser as of the Effective Date as follows: 5.1 Hercules 10.1.1 Seller is a limited liability company, duly organized, validly existing and in good standing under the exclusive legal and beneficial owner laws of the Obligations and the Loan Documents. HTI is the exclusive legal and beneficial owner State of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entityWisconsin. 5.2 10.1.2 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, full power, legal capacity, right and authority to execute enter into and deliver this Agreement and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewith. 5.5 this Agreement. The execution, delivery and performance of this Agreement by Seller have been duly and properly authorized by proper company action in accordance with applicable law and with the Articles of Organization of Seller. 10.1.3 To Seller’s knowledge, Exhibit C attached hereto lists all of the Service Contracts entered into by Seller that affect the Property and the consummation service provider under each Service Contract. Notwithstanding anything in this Agreement to the contrary, Seller does not covenant or represent that any particular Service Contract will be assignable to Purchaser at Closing, will be in force or effect as of the transactions contemplated Closing, or that the parties to the Service Contracts will not be in default under their respective Service Contracts, and the existence of any default by this Agreement do any party under any Service Contract shall not and will not: affect the obligations of Purchaser hereunder. 10.1.4 To Seller’s knowledge, Exhibit L attached hereto describes, in all material respects, the following information concerning the Leases affecting the Property as of the date thereon (“Rent Roll”): (a) violate any Laws presently in effect having applicability to Seller or any property of Seller; unit number, (b) result in a breach or constitute a default under any agreement to which Seller is subject; or name of tenant, (c) require rental rate, (d) move in date, (e) expiration date, and (f) amount of security deposit, and, to Seller’s knowledge, the Rent Roll is true, correct and complete in all material respects. Seller makes no representation with respect to any Permitsinformation provided in Exhibit L that is not described in the preceding sentence. Notwithstanding anything in this Agreement to the contrary, Seller does not covenant or represent that tenants under Leases will not be in default under their respective Leases, and the existence of any default by any tenant under its Lease shall not affect the obligations of Purchaser hereunder. 5.6 This Agreement constitutes 10.1.5 Seller has not received from any governmental authority having the legalpower of eminent domain any written notice of any condemnation of the Property or any part thereof. 10.1.6 To Seller’s knowledge, valid and binding obligation except as set forth on Exhibit N attached hereto, Seller does not have any knowledge of any material defects affecting the Property (for the purposes of this Section 10.1.6, material defects shall mean a defect that, in the aggregate, adversely affect the value of the Property by more than $250,000.00). 10.1.7 Except as set forth on Exhibit O attached hereto, Seller enforceable has received no written notice of any pending litigation initiated against Seller in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transactionor the Property which would materially affect the Property after Closing. 5.7 10.1.8 To Seller’s knowledge, except as set forth on Exhibit P attached hereto, Seller has not received from any governmental authority written notice of any material violation of any building, fire or health code or any other statute applicable to the Property which will not be cured prior to Closing. 10.1.9 Seller has not received any currently effective written notice that any Hazardous Substances (as hereinafter defined) exist at the Property in violation of Applicable Environmental Laws. As of the date of used in this Agreement, the outstanding Obligations are set forth on Schedule 1 of this Agreement. 5.8 Seller has term “Applicable Environmental Laws” means the following laws as amended from time to time: (a) given written instructions to any financial institution subject to agreements that (i) require automatic or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreements, and (bA) the Borrowers Resource Conservation and each such financial institution has acknowledged and agreed to such instructions in writingRecovery Act of 1976, 42 USC §1801, et. seq. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse ; or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (cB) the financial condition Comprehensive Environmental Response Compensation and Liability Act of the Borrowers or any guarantor of the Obligations1980, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated thereby42 USC §9601 et. seq.

Seller’s Representations and Warranties. Seller hereby represents and warrants to ParentPurchaser as of the date of this Agreement as follows: 7.1.1 Seller has been duly incorporated under the laws of the State of Minnesota and is in good standing under the laws of the State of Texas, is duly qualified to transact business in the State of Texas, and agrees, that: 5.1 Hercules is has the exclusive legal and beneficial owner of the Obligations and the Loan Documents. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entity. 5.2 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacity, requisite power and authority to execute enter into and deliver this Agreement and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewith. 5.5 The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated documents and instruments required to be executed and delivered by this Agreement do not and will not: (a) violate any Laws presently in effect having applicability to Seller or any property of Seller; (b) result in a breach or constitute a default under any agreement to which Seller is subject; or (c) require any Permits. 5.6 pursuant hereto. This Agreement constitutes the legal, has been duly executed and delivered by Seller and is a valid and binding obligation of Seller enforceable against Seller in accordance with its terms terms. This Agreement and is entered into voluntarily the documents and instruments required to be executed and delivered by Seller pursuant hereto have each been duly authorized by all parties. The transaction represented hereby necessary corporate action on the part of Seller and that such execution, delivery and performance does and will not conflict with or result in a violation of Seller’s articles of incorporation or by-laws or any judgment, order or decree of any court or arbiter to which Seller is an arms-length transactiona party, or any agreement to which Seller and/or any of the Property is bound or subject. 5.7 As 7.1.2 Seller is not a “foreign person,” “foreign partnership,” “foreign trust,” “foreign estate” or “disregarded entity” as those terms are defined in Section 1445 of the date of this Agreement, the outstanding Obligations are set forth on Schedule 1 of this AgreementInternal Revenue Code. 5.8 7.1.3 Neither the entry into nor the performance of, or compliance with, this Agreement by Seller will result in any violation of, or default under, or result in the acceleration of, any obligation under the partnership agreements or articles of incorporation, as applicable, of Seller, or any existing mortgage indenture, lien agreement, note, contract, permit, judgment, decree, order, restrictive covenant, statute, rule or regulation applicable to Seller or the Property. 7.1.4 No party, other than Purchaser and EDC, has (a) given written instructions any right or option to any financial institution subject to agreements that acquire the Property. 7.1.5 Seller (i) require automatic is not in liquidation or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that dissolution, (ii) restrict has not made an assignment for the Borrowers’ withdrawal rights benefit of creditors or admitted in writing its inability to pay its debts as they mature, or (iii) has been adjudicated a bankrupt or filed a petition in voluntary bankruptcy or a petition or answer seeking reorganization or an arrangement with creditors under the federal bankruptcy laws or any other similar law or statue of the United States or any jurisdiction and, to knowledge of the Seller, no such petition has been filed against Seller. 7.1.6 To Seller’s knowledge, there are no pending arbitration proceedings or unsatisfied arbitration awards, or judicial orders respecting awards, with respect to the Property. 7.1.7 No notice has been received by Seller from the insurance company that issued the casualty insurance policy covering the Property stating that any of such policy is not in full force and effect, will not be renewed or will be renewed only at a materially higher premium rate than is presently payable therefor. 7.1.8 No service contract will be binding upon Purchaser or the Property and all service contracts can be terminated upon thirty (30) days notice. 7.1.9 A list of the Licenses is annexed hereto as Schedule 1. To Seller’s knowledge, all Licenses are in full force and effect, and Seller has not received any written notices of revocation of any Licenses. 7.1.10 There are no pending or, to Seller’s knowledge, threatened condemnation affecting the Property or any improvement liens or special assessments to be made against the Property by any governmental authority. 7.1.11 Seller has not received any written notice of any violation from any governmental authority concerning the condition, use or occupancy of the Property or with respect to any encumbrance upon any Property which has not been corrected. 7.1.12 To Seller’s knowledge, the only Warranties in effect for any of the Property are described on Schedule 2. 7.1.13 For the purpose of this Section, the term “Hazardous Substances” shall mean substances defined as a “hazardous waste”, “hazardous substance”, “toxic substance” or any word of similar import under any Environmental Laws, including, without limitation, oil, petroleum, or any petroleum derived substance or waste, asbestos or asbestos-containing materials, PCBs, explosives, radioactive materials, dioxins, or urea formaldehyde insulation. As used herein, “Environmental Laws” shall include, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. § 9601, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et seq., the Clean Air Act, 42 U.S.C. § 7401, et seq., the Clean Water Act, 33 U.S.C. § 1251, et seq., the Toxic Substance Control Act, 15 U.S.C. § 2601, et seq., and the Occupational Safety and Health Act, 29 U.S.C. § 651, et seq., as any of the preceding have been amended prior to the date hereof, and any other federal, state, or local law, ordinance, regulation, rule, order, decision or permit relating to the protection of the environment or of human health from environmental effects of Hazardous Substances and which are applicable to any of the Property. To the knowledge of Seller, and except for those conditions specifically described in the Environmental Report, (i) Seller has not spilled or released any Hazardous Substances in, on or under any of the Property so as to impose liability or require remediation under any Environmental Law; (ii) Seller has no knowledge of any spill or release of Hazardous Substances in, on or under any of the Property; (iii) Seller has no material unpaid liability under, and Seller has caused no material violation of, any Environmental Laws; and (iv) Seller has no knowledge of any liability under or violation of any Environmental Laws or condition that could give rise to such liability or violation with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writingProperty. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated thereby.

Seller’s Representations and Warranties. Seller hereby represents and warrants to Parent, and agrees, thatPurchaser as of the Effective Date as follows: 5.1 Hercules 10.1.1 Seller is a limited partnership, duly organized, validly existing and in good standing under the exclusive legal and beneficial owner laws of the Obligations and the Loan Documents. HTI is the exclusive legal and beneficial owner State of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entityIllinois. 5.2 10.1.2 Subject to Section 8.2.1 above, Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, full power, legal capacity, right and authority to execute enter into and deliver this Agreement and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewith. 5.5 The this Agreement. Subject to Section 8.2.1 above, the execution, delivery and performance of this Agreement by Seller have been duly and properly authorized by proper corporate action in accordance with applicable law and with the Partnership Agreement of Seller. 10.1.3 To Seller’s knowledge, Exhibit C attached hereto lists all of the Service Contracts entered into by Seller that affect the Property and the consummation service provider under each Service Contract other than those that are both subject to confidentiality restrictions and which will not be assigned to Purchaser at Closing. Notwithstanding anything in this Agreement to the contrary, Seller does not covenant or represent that any particular Service Contract will be in force or effect as of the transactions contemplated Closing or the parties to the Service Contracts will not be in default under their respective Service Contracts, and the existence of any default by this Agreement do any party under any Service Contract shall not and will not: affect the obligations of Purchaser hereunder. 10.1.4 To Seller’s knowledge, Exhibit L attached hereto describes, in all material respects, the following information concerning the Leases affecting the Property as of the date thereon (“Rent Roll”): (a) violate any Laws presently in effect having applicability to Seller or any property of Seller; unit number, (b) result in a breach or constitute a default under any agreement to which Seller is subject; or name of tenant, (c) require any Permits. 5.6 This Agreement constitutes the legalrental rate, valid (d) move in date, (e) expiration date, and binding obligation (f) amount of security deposit. Seller enforceable against Seller in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As of the date of this Agreement, the outstanding Obligations are set forth on Schedule 1 of this Agreement. 5.8 Seller has (a) given written instructions to any financial institution subject to agreements that (i) require automatic or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights makes no representation with respect to any of their accounts, information provided in each case Exhibit K that such automatic sweeps shall be suspended and that is not described in the Borrowers shall have withdrawal rights with respect preceding sentence. Notwithstanding anything in this Agreement to the accounts subject to such agreementscontrary, Seller does not covenant or represent that tenants under Leases will not be in default under their respective Leases, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writingexistence of any default by any tenant under its Lease shall not affect the obligations of Purchaser hereunder. 5.9 Except 10.1.5 To Seller’s knowledge, except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitationset forth on Exhibit N attached hereto, Seller makes has not received from any governmental authority having the power of eminent domain any written notice of any condemnation of the Property or any part thereof. 10.1.6 To Seller’s knowledge, except as set forth on Exhibit O attached hereto, Seller has received no representation or warranty and assumes no responsibility with respect to (a) written notice of any statements, warranties or representations made in or in connection with the Loan Documents pending litigation initiated against Seller or the executionProperty which would materially affect the Property after Closing. 10.1.7 To Seller’s knowledge, legalityexcept as set forth on Exhibit P attached hereto, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, Seller has not received from any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations governmental authority written notice of any material violation of their respective obligations under the Loan Documents any building, fire or health code or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect statute applicable to the Borrowers or the Loan Documents and the transactions contemplated therebyProperty which will not be cured prior to Closing.

Seller’s Representations and Warranties. The Seller hereby represents and warrants to Parent, and agrees, thatas follows: 5.1 Hercules is the exclusive legal and beneficial owner of the Obligations and the Loan Documents. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entity. 5.2 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacity, and authority to execute and deliver this Agreement and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewith. 5.5 The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement do not and will not: (a) violate any Laws presently The representations and warranties contained in effect having applicability this Section are true and correct and so shall continue to Seller or any property be until one year after the Closing Date, it being understood that each of Seller; (b) result in a breach or constitute a default under any agreement said statements of facts, representations and warranties have been deemed by the parties to which Seller is subject; or (c) require any Permits. 5.6 This Agreement constitutes be material and essential, and shall survive the legal, valid execution and binding obligation of Seller enforceable against Seller in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As of the date of this Agreement, the outstanding Obligations are set forth on Schedule 1 delivery of this Agreement. 5.8 Seller has (ab) given written instructions to any financial institution subject to agreements that (i) require automatic or other account sweep arrangements whereby funds of This Agreement and the Borrowers are transferred to accounts owned or controlled documents and instruments executed by the Seller and/or that (ii) restrict have been or will be duly and validly executed by the Borrowers’ withdrawal rights Seller and constitute valid and legally binding obligations of the Seller, enforceable in accordance with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writingterms thereof. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) Seller has the financial condition right to sell the Shares free and clear of any and all liens, restrictions, options, voting trusts or agreements, proxies, encumbrances, claims or charges of any kind whatsoever. Seller will have at the Closing physical custody of the Borrowers or any guarantor certificates evidencing all of the ObligationsShares. At the Closing, there shall be no outstanding warrants, stock options or other rights in third parties that would give rise to a claim on such Shares to any third party. At Closing, and subject to the approval referred to in Section 9 below, Buyer will acquire good and defensible title to the Shares, free and clear of any and all liens, restrictions, options, voting trusts, or the performance or observance by the Borrowers or any guarantor of the Obligations agreements, proxies, encumbrances, claims or, to Sellers’ Knowledge, charges of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or kind. (d) any credit decisions made The execution and delivery of this Agreement by the Seller and the performance of the obligations contemplated herein, are within the corporate authority of the Seller, are not in conflict with respect to any resolution adopted by the Borrowers Shareholders Meeting or the Loan Documents Board of Directors of the Seller. (e) Seller shall forgive at the Closing all debt owed by the Parent Company and NGTV to Seller in the transactions contemplated therebyapproximate amount of US$ 12,000,000.00. A list of the debt to be forgiven is attached as Schedule 1.

Seller’s Representations and Warranties. In connection with the --------------------------------------- issuance of (i) the Purchased Shares, (ii) the Warrants, and (iii) the shares of Parent Common Stock underlying the Warrant upon the exercise thereof ((i), (ii) and (iii), collectively, the "Parent Securities") to the Seller, the Seller hereby represents represents, warrants and warrants acknowledges to Parent, the Buyer and agrees, thatthe Parent as follows: 5.1 Hercules is the exclusive legal and beneficial owner of the Obligations and the Loan Documents. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of 2.1 The Parent Securities are being acquired by the Seller Documents (for its own account, for investment purposes and not with a view to the sale or distribution of all or any part thereof) of the Parent Securities, nor with any present intention to sell or in any way distribute the same, as those terms are used in the Securities Act of 1933, as amended (the "Act"), and the rules and regulations promulgated thereunder. 2.2 The Seller has sufficient knowledge and experience in financial matters so as to be capable of evaluating the merits and risks of acquiring the Parent Securities. 2.3 The Seller has reviewed copies of such documents and other information as the Seller has deemed necessary in order to make an informed investment decision with respect to the Seller's acquisition of the Parent Securities. 2.4 The Seller understands that the Parent Securities may not be sold, transferred or otherwise disposed of without registration under the Act or the availability of an exemption therefrom, and that in the absence of an effective registration statement covering the Parent Securities or an available exemption from registration under the Act, the Parent Securities must be held indefinitely. Further, the Seller understands and has the financial capability of assuming the economic risk of an investment in the Parent Securities for an indefinite period of time. 2.5 The Seller has been advised that the Seller will not be able to dispose of the Parent Securities, or any interest therein, without first complying with the relevant provisions of the Act and any applicable state securities laws. 2.6 The Seller acknowledges that the Parent is currently assigned to, subordinated under no obligation to register the Parent Securities or subjected to furnish any information or take any other security interest action to assist the undersigned in favor complying with the terms and conditions of any person exemption which might be available under the Act or entityany state securities laws with respect to sales of the Parent Securities in the future. 5.2 2.7 Each certificate representing Parent Securities or any other securities issued or issuable, directly or indirectly, in respect of the Parent Securities upon any stock split, stock dividend, recapitalization, merger, consolidation, share exchange or similar event, including pursuant to Section 4.1 below, shall be endorsed, stamped or otherwise imprinted with a legend in substantially the following form: THE SALE AND ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, IN EITHER CASE, SATISFACTORY TO THE ISSUER OF THIS CERTIFICATE, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. Seller agrees that the Parent may make a notation to this effect on its records and instruct any transfer agent of the Parent Securities to impose transfer restrictions on the shares represented by certificates bearing the legend referred to in this section to enforce the provisions of this Agreement. 2.8 Seller has delivered true the capacity and complete copies of the Seller Documents power to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacity, enter into and authority to execute and deliver this Agreement and to perform its fully Seller's obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewith. 5.5 hereunder. The execution, delivery and performance execution of this Agreement and the consummation by Seller of the transactions contemplated hereby have been approved and authorized by this Agreement do not and will not: (a) violate any Laws presently in effect having applicability to Seller or any property of Seller; (b) result in a breach or constitute a default under any agreement to which Seller is subject; or (c) require any Permits. 5.6 all necessary corporate action. This Agreement has been duly executed by Seller and constitutes the legal, valid and binding obligation of Seller Seller, enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, liquidation and other concursus rules. 2.9 The execution of this Agreement by Seller, the consummation of the transactions contemplated hereby and the performance by Seller of this Agreement in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As of the date of this Agreement, the outstanding Obligations are set forth on Schedule 1 of this Agreement. 5.8 Seller has (a) given written instructions to any financial institution subject to agreements that conditions will not: (i) require automatic any Permit (as defined in the Purchase Agreement), or any notice to, filing or registration with, or permit, license, variance, waiver, exemption, franchise, order, consent, authorization or approval of, any other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that person; (ii) restrict violate, conflict with or result in a breach of any provision of or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the Borrowers’ withdrawal rights with respect termination or modification of, or accelerate the performance required by, or modify (or allow any other party thereto to modify), any of their accountsthe terms, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreements, and conditions or provisions of (bx) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writing. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse Seller's articles of association or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (ay) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien contract or other interest granted under agreement to which Seller is a party or by or to which Seller is bound or subject; or (iii) violate any Loan Document (including the Collateral)judgment, (b) title toruling, valueorder, naturewrit, extent injunction, award, decree, statute, law, ordinance, code, rule or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations regulation of any of their respective obligations under the Loan Documents court or foreign, federal, state, provincial, regional, county or local government or any other instrument governmental, regulatory or document furnished pursuant thereto administrative agency or (d) any credit decisions made by the Seller with respect authority which is applicable to the Borrowers or the Loan Documents and the transactions contemplated therebySeller.

Seller’s Representations and Warranties. Seller hereby represents makes the following representations and warrants warranties to ParentPurchaser, all of which are true in all material respects as of the Effective Date and which shall, as a condition precedent to Closing hereunder, be true in all material respects as of the Closing Date: (a) Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware and authorized to transact business in the Commonwealth of Virginia, and agrees, that: 5.1 Hercules is the exclusive legal and beneficial owner of the Obligations and the Loan Documents. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entity. 5.2 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any full right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacity, power and authority to execute execute, deliver and deliver this Agreement and to perform its obligations hereunder under this Agreement. The execution of this Agreement, the delivery of the Deed and under each other agreement that Seller may execute and deliver in connection herewith. 5.5 The execution, delivery and Seller’s performance of this Agreement and the transactions contemplated hereby have been duly authorized by the requisite action on the part of the Seller and Seller’s members. All persons or entities with the right or obligation to consent to the conveyance contemplated by this Agreement or to Seller’s entry into this Agreement, have consented to Seller’s entry into, and performance of, this Agreement. (b) The Fund is a limited partnership, duly organized, validly existing and in good standing under the laws of the State of Delaware and authorized to transact business in the Commonwealth of Virginia, and has full right, power and authority to execute, deliver and perform its obligations under this Agreement and the Guaranty (as defined below). The execution of this Agreement, the delivery of the Guaranty and the Fund’s performance of the transactions contemplated thereby have been duly authorized by the requisite action on the part of the Fund and Fund’s partners. All persons or entities having an interest in the Fund with the right to consent to the Guaranty have consented. 6.2. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the performance of the terms hereof by this Agreement do Seller will not and will not: (a) violate any Laws presently in effect having applicability to Seller or any property of Seller; (b) result in a breach of any of the terms or provisions of, or constitute a default under under, any agreement agreement, indenture, organizational document or other instrument to which Seller is subject; a party or (c) require by which it, any Permitsof its assets or the Property is bound, nor, to Seller’s knowledge, any judgment, decree, order, or award of any court, governmental body or arbitrator, or of any law, rule, or regulation applicable to Seller or the Property, in each instance in a manner which would or might impair Seller’s ability to convey the Property or otherwise perform its obligations under this Agreement. To Seller’s knowledge, Seller has obtained all consents, approvals, and authorizations from any governmental or quasi-governmental authority required with respect to the performance of Seller’s obligation to convey the Property to Purchaser pursuant to this Agreement. 5.6 This Agreement constitutes 6.3. Except as set forth in Exhibit D, there are no actions or suits in law or equity or proceedings by any governmental agency (including, but not limited to, condemnation actions) now pending, or, to the legalknowledge of Seller, valid and binding obligation of Seller enforceable threatened against Seller in accordance with (or any Seller Affiliate) which relate to the Property, an interest therein, any Lease, and/or Seller’s ability to perform its terms and obligations hereunder or the Fund’s obligations under the Guaranty. Any claims, actions, suits or proceedings which are covered by insurance are so designated on Exhibit D. Exhibit D also lists all actions, suits or proceedings relating to the Property to which Seller or any Seller Affiliate is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transactiona party. 5.7 As 6.4. Except as set forth in Exhibit G, neither Seller nor any Seller Affiliate has received written notice from any governmental body, authority or agency of any violation of federal, state or local laws, ordinances, codes, rules or regulations affecting the date Property, including any notice with respect to any Hazardous Materials, which notice has not been fully addressed or is still outstanding. Except as may be set forth in the environmental reports and studies set forth on Schedule 6.4, to Seller’s knowledge the Property is not now and has never been used for industrial purposes or for the storage, treatment or disposal of Hazardous Materials, nor, to Seller’s knowledge, has the Property ever been listed by any federal, state or county agency or governmental official as containing any Hazardous Material. For the purposes of this Agreement, the outstanding Obligations are set forth on Schedule 1 of this Agreement. 5.8 Seller has (a) given written instructions to any financial institution subject to agreements that (i) require automatic “Hazardous Materials” shall mean (A) asbestos in any form, (B) urea formaldehyde foam insulation, (C) polychlorinated biphenyls, or (D) except as permitted under Section 5.3 of the Lease, any flammable explosives, radioactive materials or other account sweep arrangements whereby funds of the Borrowers substance constituting “hazardous materials” or “hazardous wastes” pursuant to, or which are transferred to accounts owned or controlled by the Seller and/or that regulated pursuant to, any Environmental Laws, and (ii) restrict “Environmental Laws” shall mean (A) the Borrowers’ withdrawal rights with respect Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601 et seq.), (B) the Hazardous Materials Transportation Act, as amended (49 U.S.C. Sections 1801 et seq.), (C) the Resource Conservation and Recovery Act, as amended (42 U.S.C. Sections 6901 et seq.) and the regulations adopted and promulgated pursuant thereto, (D) the Federal Water Pollution Control Act (33 U.S.C. Section 1251 et seq.), (E) the Clean Air Act (42 U.S.C. Section 7401 et seq.), and the regulations adopted and promulgated pursuant thereto, (F) any other Federal, state or local environmental law, ordinance, rule, regulation and/or other statute or order of a governmental authority relating to any pollution or protection of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreementsenvironment, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writing. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (aG) any statementsFederal, warranties state or representations made in local law, ordinance, rule, regulation and/or other statute or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value order of the Loan Documents, any other instrument or document furnished pursuant a governmental authority relating to the Loan Document protection, use or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations development for commercial purposes of any “wetlands”. Notwithstanding the foregoing, the term “Hazardous Materials” shall exclude building materials and supplies that are customarily used in the construction or normal operation of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect office buildings, to the Borrowers or extent the Loan Documents same are used, stored and the transactions contemplated therebycleaned up in compliance with all applicable Laws.

Seller’s Representations and Warranties. Seller hereby represents makes the following representations and warrants warranties to ParentPurchaser, and agrees, that: 5.1 Hercules is the exclusive legal and beneficial owner each of the Obligations and the Loan Documents. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entity. 5.2 Seller has delivered which shall be true and complete copies of the Seller Documents to Parent on or prior to the date hereof, throughout the contract period, and on the date of Closing. Seller shall immediately provide Purchaser with written notice of any event which would make any representation or warranty set forth below incorrect or untrue, and upon receipt of such notice, Purchaser may elect to terminate this Agreement. Upon Purchaser’s election to terminate, this Agreement shall be without any further force and effect, and without further obligation of either part to the other. If this Agreement is terminated under this Section, the Xxxxxxx Money Deposit shall be returned to Purchaser. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 6.2.1. Seller has all right, power, legal capacity, full power and authority to enter into and carry out the terms and provisions of this Agreement and to execute and deliver this Agreement and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewith. 5.5 The execution, delivery and performance of this Agreement and the consummation of the transactions all documents which are contemplated by this Agreement, and all actions of Seller necessary to confer such authority upon the persons executing this Purchase and Sale Agreement do and such other documents will have been, or will be, taken. 6.2.2. Seller has not received any written notice from any governmental authorities or regulatory agencies that eminent domain proceedings for the condemnation of the Property are pending or threatened. 6.2.3. Seller has not received any written notice of pending or threatened investigation, litigation or other proceeding before a local governmental body or regulatory agency which would materially and will not: (a) violate adversely affect the Property. 6.2.4. Seller has not received any Laws written notice from any governmental authority or regulatory agency that Seller's use of the Property is presently in effect having applicability to violation of any applicable zoning, land use or other law, order, ordinance or regulation affecting the Property. 6.2.5. No special or general assessments have been levied against the Property except those disclosed in the Preliminary Title Report, and Seller or has not received written notice that any property of Seller; (b) result in a breach or constitute a default under any agreement to which such assessments are threatened. 6.2.6. Seller is subject; or (c) require any Permitsnot a "foreign person" for purposes of Section 1445 of the Internal Revenue Code. 5.6 This Agreement constitutes 6.2.7. Seller is a Washington municipal corporation, duly formed and organized, validly existing and in good standing under the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As laws of the date State of this Agreement, the outstanding Obligations are set forth on Schedule 1 of this AgreementWashington. 5.8 Seller has (a) given written instructions to any financial institution subject to agreements that (i) require automatic or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writing. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated thereby.

Seller’s Representations and Warranties. Seller hereby represents and warrants to ParentBuyer as follows: 1.) Seller is a Delaware limited partnership duly created, validly existing, and agreesin good standing under the laws of the State of Delaware and Seller has the full right, that:power, and authority to own and convey the Property and to enter into and otherwise perform and comply with all the terms and conditions of this Agreement. 5.1 Hercules 2.) This Agreement and all documents executed by Seller that are to be delivered to Buyer or Escrow Holder at the Closing are, and at the time of Closing will be, duly authorized, executed, and delivered by Seller; and this Agreement and all documents executed by Seller that are to be delivered to Buyer at Closing are, and at the time of Closing will be, legal, valid, and binding obligations of Seller, enforceable in accordance with their terms (except as enforcement may be limited by bankruptcy, insolvency or similar laws) and do not, and at the time of Closing will not, violate any provisions of any agreement or judicial order to which Seller is a party or to which Seller or the Property is subject. 3.) Seller is the exclusive legal and beneficial owner of the Obligations landlord's interest under the Operating Lease (subject only to those matters set forth in the PTR) and Seller has not heretofore assigned any of its interest in the Loan DocumentsOperating Lease, the Personal Property, the Permits or the Miscellaneous Property Assets. 4.) Seller has not directly entered into any Subleases, and has not entered into any leases with respect to the Hotel or the Land or any portion thereof, other than the Operating Lease. 5.) Exhibit H hereto contains a complete list of all Contracts currently in effect with respect to the Property. HTI To Seller's knowledge, all information contained on Exhibit H is the exclusive legal true, accurate and beneficial owner complete in all respects as of the HTI Warrantdate hereof and copies of all Contracts which have heretofore been delivered to Buyer are true, accurate and complete, and include all amendments or modifications thereof (whether written or verbal). None Except as disclosed on Exhibit H, (i) to Seller's knowledge, no party to any Contract is in default thereunder; (ii) to Seller's knowledge, no event or circumstance has occurred which, either by itself, or with the giving of notice or passage of time, or both, would constitute a breach or default or event of default under any Contract; and (iii) to Seller's knowledge, no party to any Contract has delivered any notice, either written or verbal, alleging the occurrence of any breach thereof or default or event of default thereunder. 6.) To Seller's knowledge, except for notices or copies thereof received by the Operator (including, without limitation, notices relating to the Americans With Disabilities Act), as of the date of this Agreement, Seller Documents has not received any notices of violations of any laws, ordinances, orders or requirements of any governmental authority, agency or officer having jurisdiction against or affecting the Property or with respect to the operation thereof for its currently intended purpose, which have not previously been complied with, nor, to Seller's knowledge, do any facts or circumstances exist which are not known to Operator and which, if known to any applicable governmental agency or authority, would constitute a material violation of any such laws, ordinances, orders or requirements and have a material adverse impact on the operations of the Hotel. 7.) To Seller's knowledge, there are no actions, investigations, suits or proceedings (including arbitrations, grievances, judicial proceedings, administrative proceedings and tax contests) pending, or threatened, with respect to the Property, or the ownership or operation thereof, or any part thereof) is thereof (other than those being administered by the Operator), nor any judgments, orders, awards or decrees currently assigned to, subordinated in effect against Seller with respect to the ownership or subjected to any other security interest in favor operation of any person or entity. 5.2 Seller has delivered true and complete copies part of the Seller Documents to Parent on or Property which have not been fully discharged prior to the date hereof. 5.3 Seller does not have any right8.) To Seller's knowledge, title there are no pending or interest in threatened requests, applications or proceedings to alter or restrict the zoning or other use restrictions applicable to the Property, or to condemn all or any warrants to purchase any common stock portion of the Property by eminent domain proceedings or other equity interest in any of Borrowers except for the HTI Warrantotherwise. 5.4 9.) Attached hereto as Exhibit I is a list of all Permits obtained by Seller has all right, power, legal capacity, (and authority to execute and deliver this Agreement and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewith. 5.5 The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement do not and will not: (a) violate any Laws presently in effect having applicability to Seller or any property of Seller; (b) result in a breach or constitute a default under any agreement to which Seller is subject; or (c) require any Permits. 5.6 This Agreement constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As of the date of this Agreement, the outstanding Obligations are set forth on Schedule 1 of this Agreement. 5.8 Seller has (a) given written instructions to any financial institution subject to agreements that (i) require automatic or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled excluding permits obtained by the Seller and/or that (iiOperator) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreementsconstruction, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writing. 5.9 Except as expressly provided in this Section 5operation, Parent acknowledges that the Sale is without representation, recourse ownership or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value maintenance of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the ObligationsProperty, or the performance Improvements, which are currently in effect. To Seller's knowledge, Seller has received no notice from any governmental authority of intended non- renewal, suspension or observance revocation of any Permit, and Seller has no knowledge of any threatened non-renewal, suspension or revocation proceeding. 10.) To Seller's knowledge, except as may have been contracted for by the Borrowers Operator, there has been no construction or other work performed, nor is any in process, at the Property, nor have any construction materials been furnished to the Property or any guarantor portion thereof, which might hereafter give rise to mechanic's, materialmen's or other liens against the Property or any portion thereof. 11.) As used herein, the term "Seller's knowledge" shall mean the actual knowledge of Xxxxxxx X. Xxxxxx, president of the Obligations general partner of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated therebySeller.

Seller’s Representations and Warranties. Seller does hereby represents represent and warrants warrant to Parent, and agrees, thatPurchaser as follows: 5.1 Hercules is a. Seller has been duly organized and validly exists as a corporation in good standing under the exclusive legal and beneficial owner laws of the Obligations and the Loan DocumentsState of Nevada. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entity. 5.2 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacityrequisite corporate power and authority, and authority all material and necessary authorizations to execute own or lease its properties and deliver conduct its business. Seller has the necessary corporate power to enter into this Agreement and to perform its obligations hereunder carry out the provisions and under each other agreement that Seller may execute and deliver in connection herewithconditions of this Agreement. 5.5 b. This Agreement has been duly and validly authorized, executed and delivered by Seller and represents a valid and binding agreement of Seller, enforceable in accordance with its respective terms, except to the extent that the enforceability hereof or thereof may be limited by (X) bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (Y) limitations upon the power of a court to grant specific performance or any other equitable remedy or (Z) federal securities laws. c. The executionShares have been duly authorized by Seller and will be validly issued, delivery fully paid and performance non-assessable upon delivery. All issued and outstanding Shares and equity interests in Seller have been duly authorized and validly issued and are fully paid and non-assessable. d. Seller is not in violation of this Agreement its Articles of Incorporation or Bylaws (the “Charter Documents”) and the consummation of the transactions contemplated herein shall not constitute a violation of the Charter Documents. e. Seller owns or possesses the requisite licenses or other rights to use all trademarks, service marks, copyrights, service names, trade names, patents, patent applications and licenses described herein as being owned or possessed by the Seller. There is no material claim or action by any person pertaining to, or proceeding, pending or threatened, which challenges the exclusive rights of Seller with respect to any trademarks, service marks, copyrights, service names, trade names, patents, patent applications and licenses used in the conduct of Seller’s businesses. f. The minute books and corporate records of Seller contain a complete summary of all meetings and actions of the officers, directors and stockholders of Seller since the time of its incorporation (and of any predecessor to the Seller) and reflects all transactions referred to in such minutes accurately in all respects. g. The execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the other transactions to which it is a party and as contemplated hereby do not and will not: (ai) conflict with or violate any Laws presently in effect having applicability to Seller or any property provision of Seller; ’s Charter Documents, (bii) result in a breach conflict with, or constitute a default under (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any agreement lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction, upon any of the properties or assets of Seller, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Seller debt or otherwise) or other understanding to which Seller is subject; a party or by which any property or asset of Seller is bound or affected, or (ciii) require subject to the Required Approvals, as defined by section (h) below, conflict with or result in a violation of any Permitslaw, rule, regulation, order, judgment, injunction, decree or other restriction of any court or government authority to which Seller is subject (including federal and state securities laws and regulations). 5.6 This Agreement constitutes h. Seller is not required to obtain any consent, waiver, authorization or order of any court or other federal, state, local or other governmental authority in connection with the legalexecution, valid delivery and binding obligation performance by Seller of Seller enforceable against Seller in accordance this Agreement, other than the filing of Current Reports on Form 8-K and Section 14(c) Information Statements with its terms the SEC, and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transactionsuch other filings as are required to be made under applicable federal and state securities laws (collectively, the “Required Approvals”). 5.7 i. Seller has filed all reports, schedules, forms, statements and other documents required to be filed by Seller under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”). To Seller’s best knowledge, as of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, there are no pending comments or queries from the SEC with respect to the SEC Reports. The financial statements of Seller included in the SEC Reports (“Financial Statements”) comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. GAAP, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by U.S. GAAP, and fairly present in all material respects the financial position of Seller as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. j. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the best knowledge of Seller, threatened against or affecting Seller or any of its properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges the legality, validity or enforceability of this Agreement or the Shares, or (ii) could, if there were an unfavorable decision, have or reasonably be expected to have a material adverse effect on the business, assets, financial condition or results of operations of Seller or the performance of its obligations under this Agreement. Neither Seller nor any director or officer thereof, is or has been the outstanding Obligations are set forth subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the best knowledge of Seller, there is not pending or contemplated, any investigation by the SEC involving Seller or any current or former director or officer of Seller. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by Seller under the Securities Act. k. To the best of its knowledge, Seller: (i) is not in violation of any order of any court, arbitrator or governmental body, or (ii) is not or has not been in violation of any statute, rule or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws applicable to its business and all such laws that affect the environment, except in each case as could not have or reasonably be expected to result in a material adverse effect on Schedule 1 the business, assets, financial condition or results of operations of Seller or the performance of its obligations under this Agreement. 5.8 l. The representations and warranties and statements of fact made by Seller has (a) given written instructions to any financial institution subject to agreements that (i) require automatic or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accountsin this Agreement are, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreementsas applicable, accurate, correct, and (b) the Borrowers complete and each such financial institution has acknowledged do not contain any untrue statements and agreed to such instructions in writinginformation contained herein not false or misleading. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated thereby.

Seller’s Representations and Warranties. Each Seller hereby represents and warrants to Parent, and agrees, thatBuyer as of the date hereof as follows: 5.1 Hercules is the exclusive legal and beneficial owner of the Obligations and the Loan Documents. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereofa) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entity. 5.2 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Each Seller has all rightrequisite corporate, powerpartnership or limited liability company power and authority, legal capacityas the case may be, and authority to execute and deliver enter into this Agreement and to perform its obligations hereunder consummate the transactions contemplated by this Agreement. The execution and under each other agreement that Seller may execute and deliver in connection herewith. 5.5 The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate, partnership or limited liability company, as the case may be, action on the part of each Seller. This Agreement has been duly executed and delivered by Seller, and constitutes a valid and binding obligation of each Seller, enforceable against each Seller in accordance with its terms. (b) Each Seller is a corporation, limited partnership or limited liability company validly existing and in good standing under the laws of the jurisdiction of its organization. Each Seller has full corporate, partnership or limited liability company power and authority to carry on the business in which it is engaged. The execution and delivery of this Agreement do not not, and the consummation by each Seller of the transactions contemplated hereby will not: (a) violate any Laws presently in effect having applicability to Seller or any property of Seller; (b) , result in a breach or constitute a default under any agreement to which Seller is subject; or Seller’s governing instruments. (c) require any Permits. 5.6 This Agreement constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As of the date of this Agreement, the outstanding Obligations are set forth on Schedule 1 of this Agreement. 5.8 No Seller has (a) given written instructions any liability or obligation to pay any fees or commissions to any financial institution subject to agreements that (i) require automatic broker, finder or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights agent with respect to the accounts subject transactions contemplated by this Agreement, other than any amounts required to such agreementsbe paid by Sellers to UBS Investment Bank and CB Rxxxxxx Xxxxx, and (b) which shall be the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writingsole responsibility of Sellers. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) Except for consents and approvals already obtained, no consent or approval of any credit decisions made by the Seller Person is required with respect to the Borrowers execution and delivery of this Agreement by any Seller or the Loan Documents and consummation by any Seller of the transactions contemplated therebyhereby or the performance of any Seller’s obligations under the Agreement. (e) LLC Seller legally and beneficially owns 100% of the issued and outstanding equity interests in the LLC, free and clear of any liens, claims and encumbrances. Upon consummation of the transactions contemplated hereby, Buyer shall acquire good and valid title to the LLC Interests and the personal property included in the Purchased Assets, free and clear of any liens, claims and encumbrances.

Seller’s Representations and Warranties. Seller hereby represents and warrants to ParentPurchaser that, except as set forth in the schedule delivered by Seller to Purchaser concurrently herewith and identified as the “Disclosure Schedule”: a. Seller is a corporation duly incorporated, validly existing and in current status, under the laws of the State of Delaware, and agrees, that: 5.1 Hercules is has not filed articles of dissolution with the exclusive legal and beneficial owner Delaware Secretary of the Obligations and the Loan DocumentsState. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entity. 5.2 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacity, necessary corporate power and authority to execute conduct the Business as the Business is now being conducted. b. Seller has qualified as a foreign corporation, and deliver is in good standing, under the Laws of all jurisdictions where the nature of the Business or the nature or location of its assets requires such qualification. c. Seller has full corporate power and authority to enter into and perform (x) this Agreement and (y) all documents and instruments to perform its obligations hereunder be executed by Seller pursuant to this Agreement (collectively, “Seller’s Ancillary Documents”). This Agreement has been, and under each other agreement that Seller’s Ancillary Documents will be, duly executed and delivered by duly authorized officers of Seller may execute and deliver in connection herewith. 5.5 The and, upon execution, delivery will be valid and performance of this Agreement and the consummation of the transactions contemplated by this Agreement do not and will not: (a) violate any Laws presently in effect having applicability to Seller or any property legally binding obligations of Seller; (b) result in a breach or constitute a default under any agreement to which Seller is subject; or (c) require any Permits. 5.6 This Agreement constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms their respective terms, except as enforceability may be limited by applicable equitable principles (whether applied in a proceeding at law or in equity) or by bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting creditors’ rights generally, by the exercise of judicial discretion in accordance with general equitable principles, and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transactionequitable defenses that may be applied to the remedy of specific performance. 5.7 As d. Except Seller shareholder consent and otherwise as disclosed on Schedule 4.2(d), 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 this Agreement and Seller’s Ancillary Documents and the consummation by Seller of the date transaction 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 transaction contemplated hereby, will conflict with or result in a breach of any of the terms, conditions or 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. f. Seller’s books, accounts and records are, and have been, maintained in Seller’s usual, regular and ordinary manner, in accordance with generally accepted accounting principles and all transactions to which Seller has been a party are properly reflected therein. g. Complete and accurate copies of the internally prepared statements of profit and loss of Seller, all as of and for the years ended December 31, 2012 and December 31, 2011, and for the interim period ending June 30, 2013, respectively, are contained in Schedule 4.2(g), attached hereto. Said financial statements accurately reflect the results of operations of the Business for the respective periods covered by said statements, in accordance with generally accepted accounting principles, consistently applied. h. Seller has good and marketable title to, and the corporate power to sell, the Purchased Assets, free and clear of any liens, claims, encumbrances and security interests, except for liens for non-delinquent taxes. No unreleased mortgage, trust deed, chattel mortgage, security agreement, financing statement or other instrument encumbering any of the Purchased Assets has been recorded, filed, executed or delivered. i. Except as disclosed on Schedule 4.2(i) attached hereto, since July 1, 2013, Seller has not, with respect to the Business: i. sold or in any way transferred or otherwise disposed of any of its assets or property, except for (A) sales of obsolete assets and (B) cash applied in payment of Seller’s liabilities, in the usual and ordinary course of business; ii. suffered any material casualty, damage, destruction or loss, or any material interruption in use, of any material assets or property (whether or not covered by insurance), on account of fire, flood, riot, strike or other hazard or act of god; iii. waived any right or cancelled or compromised any debt or claim, other than in the ordinary course of business; iv. borrowed any money or issued any bonds, debentures, notes or other corporate securities evidencing money borrowed; or v. without limitation by the enumeration of any of the foregoing, except for the execution of this Agreement, entered into any transaction other than in the outstanding Obligations are set forth on Schedule 1 usual and ordinary course of this Agreementbusiness. 5.8 j. Schedule 4.2(j) attached hereto, correctly and completely lists and describes all material contracts, leases, and agreements to which Seller is a party and which relates 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; license agreements; purchase orders and purchase contracts and sales orders and sales contracts. All contracts, leases and other instruments referred to in this Section 4.2(j), and all other contracts or instruments to which Seller is a party, are in full force and binding upon the parties thereto. No material default by Seller has occurred thereunder and, to the best of Seller’s knowledge, no material default by the other contracting parties has occurred thereunder nor has Seller received notice of same. 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 material default by Seller thereunder. k. Except as disclosed in Schedule 4.2(k) attached hereto, there is no litigation or proceeding, in law or in equity, and there are no proceedings or governmental investigations before any commission or other administrative authority, pending, or, to Seller’s knowledge, threatened in writing, against Seller or its affiliates, or with respect to the consummation of the transaction contemplated hereby, or the use of the Purchased Assets (awhether used by Purchaser after the date hereof or by Seller prior thereto), nor has Seller received written notice of same. l. Except as disclosed in Schedule 4.2(l) given attached hereto, Seller has not made any oral or written instructions warranties with respect to any financial institution subject the quality or absence of defects of its products or services which it has sold or performed which are in force as of the date hereof except as shall be described in the Disclosure Schedule. There are no material claims pending or, to agreements that the best of Seller’s knowledge, anticipated or threatened against Seller with respect to the quality of or absence of defects in such products or services, nor has Seller received written notice of same. m. All Intellectual Property used by the Business is identified in Schedule 4.2(m) attached hereto, and such Intellectual Property is referred to herein as the “Purchased Intellectual Property.” n. Regarding the Purchased Intellectual Property: (i) require automatic Seller is the owner of or duly licensed to use each trademark and its associated goodwill; (ii) each trademark registration, if any, exists and has been maintained in good standing; (iii) each patent and application included in the Intellectual Property, if any, exists, is owned by or licensed to Seller, and has been maintained in good standing; (iv) each copyright registration, if any, exists and is owned by Seller; (v) to Seller’s knowledge, no other account sweep arrangements whereby funds firm, corporation, association or person claims the right to use in connection with similar or closely related goods and in the same geographic area, any xxxx which is identical or confusingly similar to any of the Borrowers trademarks, nor has Seller received written notice of same; (vi) Seller has no knowledge of any claim asserting that any third party owns any rights in any of the Purchased Intellectual Property, nor has Seller received written notice of same; (vii) Seller has no knowledge of any claim asserting that Seller’s use of any Purchased Intellectual Property infringes any right of any third party, nor has Seller received written notice of same; and (viii) Seller has no knowledge that any third party is infringing any of Seller’s rights in any of the Purchased Intellectual Property, nor has Seller received written notice of same. o. The Tangible Assets are, to Seller’s knowledge, in good operating condition and repair (ordinary wear and tear excepted). p. The copies of all Customer Contracts furnished by Seller to Purchaser pursuant to the terms of this Agreement are transferred complete and accurate. The Disclosure Schedule contains complete and accurate copies of all documents referred to accounts owned therein. The information contained in the Disclosure Schedule is complete and accurate. q. To the knowledge of the Seller, no hazardous substance has been discharged, disposed of, dumped, injected, pumped, deposited, spilled, leaked, emitted or released at, on or under any property now or previously owned, leased or operated by the Seller. r. The Seller has been and is in compliance in all material respects with all environmental laws and has obtained and is in compliance with all environmental permits; such environmental permits are valid and in full force and effect and will not be terminated or impaired or become terminable, in whole or in part, as a result of Purchaser’s purchase of the Purchased Assets. s. The Seller has not received any written notice from a governmental authority that alleges that the Seller is materially violating any environmental laws. To the knowledge of the Seller, no current or prior owner of any property leased or controlled by the Seller and/or has received any written notice from a governmental authority that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case alleges that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writing. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse current or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents prior owner or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, Seller is materially violating any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated therebyenvironmental laws.

Seller’s Representations and Warranties. To the best knowledge of Seller, Xxxxxx makes the following representations and warranties and agrees the same shall be true and correct as of the Closing and for not less than one (1) year after that, where applicable: a) Seller hereby represents and warrants to Parentis a Limited Liability Company duly organized, validly existing, and agrees, that: 5.1 Hercules is in good standing under the exclusive legal and beneficial owner laws of the Obligations and the Loan DocumentsState of Ohio. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entity. 5.2 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacity, full corporate power and authority to execute and deliver this Agreement Agreement, to perform or cause to be performed its obligations hereunder, and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewithconsummate or the transactions cause to be consummated. 5.5 b) The execution, delivery and performance execution of this Agreement and the consummation of the transactions transaction contemplated by this Agreement do herein does not and will not: (a) conflict with or violate any Laws presently in effect having applicability to Seller provisions of or any property of Seller; (b) result in create a breach or constitute a default under of any agreement to which Seller is subject; or (a party. c) require Seller has and will deliver to Buyer at Closing good and marketable title to all Assets to be transferred under this Agreement, free and clear of and from any Permitsclaims, liens, encumbrances, security interest, or liabilities. 5.6 This Agreement constitutes d) Seller has delivered to Buyer an unaudited Balance Sheet of the legal, valid and binding obligation business of Seller enforceable against for which the Assets are primarily used as of October 31, 2023 (“Balance Sheet”) and financial statements of the business of Seller in accordance with its terms for which the Assets are primarily used as of October 31, 2023, including the notes thereto (“Financial Statements”) (the Balance Sheet and is entered into voluntarily by all partiesthe Financial Statements are sometimes referred to collectively as the “Business Financial Statements”). The transaction represented hereby is Balance Sheet and the Financial Statements fairly present the business's financial condition as of October 31, 2023, and have been prepared following GAAP throughout the periods involved (except as disclosed in the notes thereto.) The provisions for personal property taxes in the Financial Statements were sufficient to provide for all such personal property taxes that, as of the dates of the Balance Sheet included therein, were due and unpaid and for an arms-length transactionappropriate accrual for other unpaid personal property taxes as of such times. Seller or one of its subsidiaries has paid personal property taxes, if any, when due and payable. 5.7 As e) Except as may be expressly contemplated in this Agreement, there has not been any material adverse change in the Assets, taken as a whole, or in the business of Seller, and such business of Seller has been conducted only in the ordinary course. f) Seller paid or adequately provided for taxes, licenses, or other charges levied, assessed, imposed, or accrued upon any of the property of the Seller or in connection with the Seller’s business as of the date of this AgreementAgreement (including, the outstanding Obligations are set forth on Schedule 1 of this Agreement. 5.8 Seller has (a) given written instructions to any financial institution subject to agreements that (i) require automatic or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writing. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, personal property tax, sales and use tax and any income taxes). g) There is no claim, action, suit, proceeding, or investigation pending or, to the Knowledge of Seller, threatened, against or involving Seller makes or one or more of its subsidiaries which questions the validity of this Agreement or seeks to prohibit or forbid or otherwise challenge the transactions contemplated, and, to the Knowledge of Seller, there is no representation basis for any such claim, action, suit, proceeding or warranty governmental investigation. h) All Assets sold herein by Seller are and assumes no responsibility with respect will be adequately insured against fire or other casualties up to (athe Closing Date. Valid policies, therefore, are and will be outstanding and duly in force, and the premiums thereon will be paid until the Closing Date. i) Before the Closing, Seller shall deliver to Buyer true and correct copies of all equipment warranties, which are in the possession of Seller, of manufacturers and/or vendors affecting improvements and equipment or affecting any statements, warranties or representations made in or of the Assets being sold hereunder and/or used in connection with the Loan Documents Seller’s business. j) If any material adverse changes occur before the Closing Date as to any information, documents, schedules, or exhibits contained or referred to in this Agreement, Seller will immediately disclose the same to Buyer when first known to Seller. k) All of the Assets to be sold or the executionuse thereof to be transferred to Buyer is now, legalityand at the Closing will be, validityin good operating condition, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or in good condition of maintenance and repairs, and at least as good a condition as on the Collateraldate hereof. Between the date hereof and the Closing Date, (cSeller will maintain such tangible properties and assets following good maintenance practice. l) the financial condition of the Borrowers or any guarantor of the ObligationsNo representation, warranty, or the performance statement of Seller omits or observance by the Borrowers will omit to state any material facts necessary to make each representation, warranty, or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated therebystatement in this Agreement accurate in all material respects.

Seller’s Representations and Warranties. Seller hereby represents and warrants to ParentBuyer that as of the date of this Agreement and as of the Closing Date (except with respect to Section 8.1.10, which is only being made as of the Effective Date): 8.1.1 Seller is duly organized, validly existing, and agrees, that: 5.1 Hercules is in good standing under the exclusive legal and beneficial owner laws of the Obligations and the Loan Documents. HTI is the exclusive legal and beneficial owner state of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entityits formation. 5.2 8.1.2 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacity, full power and authority to execute execute, deliver and deliver this Agreement and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewiththis Agreement. 5.5 The execution8.1.3 This Agreement and all agreements, instruments and documents herein provided to be executed by Seller are and as of the Closing Date will be duly authorized, executed and delivered by and are and will be binding upon Seller. 8.1.4 Seller has received no written notice of, nor, to Seller’s knowledge, is there any existing or proposed or threatened eminent domain or similar proceeding, or private purchase in lieu of such a proceeding affecting the Property in any material way. 8.1.5 Neither the execution and delivery and performance of this Agreement and the instruments to be executed or delivered by Seller pursuant to this Agreement nor the consummation of the transactions transaction contemplated by this Agreement do not and will not: (a) violate any Laws presently in effect having applicability to Seller herein conflict with or any property of Seller; (b) result in a the material breach or constitute a default under of any written agreement to which Seller is subject; a party. 8.1.6 Seller has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by Seller’s creditors, (iii) suffered the appointment of a receiver to take possession of all or substantially all of Seller’s assets, (iv) suffered the attachment or other judicial seizure of all or substantially all of Seller’s assets, or (cv) require any Permitsadmitted in writing its inability to pay its debts as they become due. 5.6 This Agreement constitutes 8.1.7 Except as disclosed in the legalProperty Information, valid and binding obligation Seller has received no written notice of Seller enforceable any pending or threatened investigations, actions, suits, proceedings or claims against Seller or the Property that are likely to have a material adverse effect on the Property or Seller’s ability to consummate the transactions under this Agreement, whether at law or in accordance equity or before or by any federal, state, municipal or other governmental department, commission, board, agency, or instrumentality, domestic or foreign. 8.1.8 Seller has not, and to Seller’s knowledge, no third party has, used, generated, manufactured, stored or disposed of any Hazardous Materials in, at, on, under or about the Property or transported any Hazardous Materials to or from the Property except in the ordinary course in compliance with its terms applicable law. 8.1.9 Except for the Irvine Company’s ROFO, and the tenant under the Parking Lot Lease, no person or entity is entered into voluntarily entitled to possession, occupancy, ownership of, or rights to, any of the Property, other than Seller. 8.1.10 The Parking Lot Lease is in full force and effect, has not been amended or modified except as stated herein. Buyer hereby acknowledges that the Parking Lot Lease is terminable by all partieseither party upon thirty (30) days’ written notice to the other party, and therefore, tenant may terminate the Parking Lot Lease prior to Closing. 8.1.11 Except for the Assumed Service Contracts, Seller is not currently a party to any management, service, supply, security, maintenance or other similar contracts or agreements, oral or written that affect the Property and will be binding upon Buyer from and after the Closing. The transaction represented hereby is an arms-length transaction. 5.7 As copies of the service contracts delivered or to be delivered to Buyer pursuant to this Agreement are or will be true, correct, and complete copies of all of the service contracts in effect with respect to the Property as of the date of this Agreement, the outstanding Obligations are set forth on Schedule 1 of this Agreementtheir delivery. Seller has not received any written notice that it is in default under any such service contract. 5.8 8.1.12 Seller has is in compliance with all applicable anti-money laundering and anti-terrorist laws, regulations, rules, executive orders and government guidance, including the reporting, record keeping and compliance requirements of the Bank Secrecy Act, as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001, Title III of the USA PATRIOT Act (a) given written instructions to any financial institution subject to agreements that (i) require automatic “Patriot Act”), and other authorizing statutes, executive orders and regulations administered by OFAC, and related Securities and Exchange Commission, SRO or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the agency rules and regulations. 8.1.13 Neither Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accountsnor, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreementsknowledge of Seller, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writingany Person who controls Seller, is a prohibited country, territory, Person under any economic sanctions program administered or maintained by OFAC. 5.9 Except as expressly provided 8.1.14 Unless disclosed in this Section 5writing to Buyer on the date hereof, Parent acknowledges that neither Seller nor, to the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value knowledge of the Loan DocumentsSeller, any other instrument or document furnished pursuant to Person who controls Seller, is (A) a Senior Foreign Political Figure (as defined in the Loan Document or any lien or other interest granted under any Loan Document (including the CollateralPatriot Act), (bB) title to, value, nature, extent an Immediate Family Member (as defined in the Patriot Act) or condition a Close Associate of a Senior Foreign Political Figure (as defined in the CollateralPatriot Act), (cC) the financial condition of the Borrowers or any guarantor of the Obligationscontrolled by a Senior Foreign Political Figure, or the performance an Immediate Family Member or observance by the Borrowers or any guarantor a Close Associate of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated therebya Senior Foreign Political Figure.

Seller’s Representations and Warranties. Seller hereby represents makes the following representations and warrants warranties to Parent, Purchaser. These representations and agrees, that: 5.1 Hercules is warranties will be true and correct (i) on the exclusive legal date of this Agreement and beneficial owner (ii) on the Closing Date as though made at and as of the Obligations Closing Date. All representations and warranties shall survive the Loan Documents. HTI is Closing for the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest Limitation Period as provided below in favor of any person or entitythis Section 19. 5.2 (a) Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacity, full power and authority to execute and deliver this Agreement and all other documents or instruments that this Agreement obligates Seller to execute or deliver (collectively, the “Seller's Documents”) and to perform its and carry out all covenants and obligations hereunder arising under this Agreement and under each other agreement that Seller may execute and deliver in connection herewiththe Seller's Documents. 5.5 (b) Seller is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Alabama and has the requisite power and authority to enter into this Agreement and into the Seller's Documents and to carry out the transactions contemplated by this Agreement. The person that signs this Agreement on behalf of Seller has, and any person that signs the Seller's Documents, on behalf of Seller, will have, full power and authority to bind Seller. (c) This Agreement and the Seller's Documents do not and will not conflict with or contravene any provision of any present judgment, order, decree, writ, or injunction, or any provision of any currently applicable law or regulation affecting Seller. The conveyance of the Property and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated Seller's Documents by this Agreement do Seller will not and will not: (a) violate any Laws presently in effect having applicability to Seller or any property of Seller; (b) result in a breach or of, constitute a default under under, interfere with, or require consent pursuant to any agreement credit agreement, lease, indenture, mortgage, deed of trust, purchase agreement, guaranty, security agreement, or other instrument to which Seller is subject; presently a party or (c) require any Permitsby which Seller or Seller's assets are bound or affected. 5.6 This Agreement constitutes (d) To the legalbest of Seller’s actual knowledge, valid without any independent research or inquiry, Seller has good and binding obligation marketable title to the Property free and clear of Seller enforceable against Seller liens, security interests, or other encumbrances and restrictions of record except as disclosed in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As of the date Title Commitment obtained pursuant to Section 7 of this Agreement, the outstanding Obligations are set forth on Schedule 1 of this Agreement. 5.8 . Seller has (a) given written instructions to no actual knowledge of any financial institution subject to agreements that (i) require automatic claims of any other parties under any other leases, occupancy agreements, options, or other account sweep arrangements whereby funds rights of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights first refusal with respect to the accounts subject Property. (e) To the best of Seller’s actual knowledge, without any independent research or inquiry, there are no claims, causes of action or other litigation or proceedings pending or threatened in respect to such agreementsthe ownership or operation of the Property or any part thereof (including disputes with mortgagees, governmental authorities, utilities, contractors, adjoining land owners or suppliers of goods or services), except for claims which are fully insured and as to which the insurer has accepted defense without reservation. As used in this Agreement, including, but not limited to, this Section 19 and any of the Closing Documents, “to Seller’s actual knowledge”, “to Seller’s knowledge”, “to the knowledge of Seller”, “to the best of Seller’s actual knowledge”, or “to the best of Seller’s knowledge” means the actual conscious knowledge of Xxxxxx Xxxxxx, in his capacity as Vice President, Systems, Advance Central Services, Inc., at the time that this Agreement is executed by Seller and Purchaser, and (b) at the Borrowers time of the Closing without any independent research or inquiry; it being understood that Xxxxxx Xxxxxx, in his capacity as Vice President, Systems, Advance Central Services, Inc., shall not be personally liable for any inaccurate or incomplete statement or information. Seller’s representations, warranties and each such financial institution has acknowledged and agreed to such instructions covenants made in writing. 5.9 Except as expressly provided this Agreement, including, but not limited to, in this Section 519 and in any of the Closing Documents, Parent acknowledges that will survive the Sale is without Closing for a period of four (4) months (the “Limitation Period”). Seller’s representations, warranties and covenants (and any cause of action resulting from a breach thereof) shall automatically expire at the end of such Limitation Period unless Purchaser has made a claim in writing to Seller with respect thereto prior to the expiration of such Limitation Period (and commenced litigation with respect thereto within thirty (30) days after the expiration of such Limitation Period). No claim by Purchaser or its permitted assigns and successors for a breach of a representation, recourse warranty or warrantycovenant of Seller shall be actionable or payable if the breach in question results from or is based on a condition, expressed state of facts or implied. In particularother matter, but without limitation, Seller makes no which was actually known to Purchaser (either because Purchaser has discovered that a representation or warranty and assumes is untrue or Seller has disclosed to Purchaser by written notice that a representation or warranty is untrue) prior to the Closing. Notwithstanding the foregoing or anything contained in this Agreement to the contrary, Seller shall have no responsibility with respect liability to (a) Purchaser for a breach of any statementsrepresentation, warranties warranty or representations covenant made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value by Seller under this Agreement unless written notice containing a description of the Loan Documents, any other instrument or document furnished pursuant specific nature of such breach shall have been given by Purchaser to Seller prior to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition expiration of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated therebyLimitation Period.

Seller’s Representations and Warranties. Seller hereby Each individual entity comprising Seller, as to itself only, represents and warrants that each of the following is true and correct in all material respects as of the date of Closing: A. Seller is duly organized, validly existing and in good standing under the laws of the state of its formation, is authorized to Parenttransact business in the state where its Land is located, and agrees, that: 5.1 Hercules is has the exclusive legal full and beneficial owner of the Obligations and the Loan Documents. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entity. 5.2 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacity, unrestricted power and authority to execute and deliver this Agreement and all other applicable documents required or contemplated by the terms of this Agreement (collectively, the “Seller Documents”) and to perform its obligations hereunder and under each other agreement that consummate the transactions contemplated herein. Seller may has taken all requisite company action required to authorize the appropriate member(s), manager(s) or officer(s) of Seller to execute and deliver in connection herewiththe applicable Seller Documents. 5.5 B. The execution and delivery of the Seller Documents by Seller and compliance with the provisions of such documents by Seller will not violate the provisions of Seller’s certificate of formation, limited partnership agreement or limited liability company agreement, as applicable, or any other such similar document or rule regarding Seller or any agreement to which Seller is bound. C. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated Seller Documents by this Agreement do Seller will not and will not: (a) violate any Laws presently in effect having applicability provision of any applicable statute, regulation, rule, court order or judgment or other legal requirements applicable to Seller or any property of Seller; (b) result in a breach or constitute a default under any agreement to which Seller is subject; or (c) require any Permits. 5.6 This Agreement constitutes the legal, valid D. To Seller’s actual knowledge and binding obligation of Seller enforceable against Seller except as disclosed to Purchaser in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As of writing prior to the date of this Agreementhereof, the outstanding Obligations there are set forth on Schedule 1 of this Agreement. 5.8 Seller has (a) given written instructions to any financial institution subject to agreements that (i) require automatic no lawsuits or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned legal proceedings pending or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, threatened in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writing. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse writing regarding or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligationsresulting from encumbrances on, or the performance ownership, use or observance by possession of, the Borrowers Property. E. Except as disclosed to Purchaser in writing prior to the date hereof, Seller has not entered into any contracts of sale, options to purchase, reversionary rights, rights of first refusal or similar rights of any kind which are or shall be binding upon the Property or any guarantor part thereof or which shall become binding upon Purchaser upon Closing. F. Seller has delivered to Purchaser true, correct and complete copies of the Obligations each owner’s policy of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made title insurance obtained by the Seller with respect to the Borrowers Properties (collectively, the “Title Policies”). To Seller’s knowledge Seller holds fee simple title to each Property it is conveying to Purchaser free and clear of any lien, encumbrance or other matter that would materially interfere with Purchaser’s ability to use, develop or improve the Loan Property as herein contemplated or as contemplated in the Transaction Documents. G. Except as set forth in the development obligations and conditions applicable to the Land disclosed to Purchaser in writing prior to the date hereof, and any other matters disclosed to Purchaser in writing prior to the date hereof (collectively, the “Documents and Materials”), (i) Seller has not made and has no actual knowledge of (and to Seller’s knowledge, Seller’s predecessors in title have not made) any commitments to any governmental or quasi-governmental authority, school board, church or other religious body, or to any other organization, group or individual relating to the transactions Property which would materially interfere with Purchaser’s ability to use, develop or improve the Property as herein contemplated therebyor as contemplated in the Transaction Documents, and (ii) there are no agreements, whether oral or written, between Seller or, to Seller’s actual knowledge, any predecessor in title and any jurisdictional authority whether contained in ordinances, agreements or otherwise that would materially interfere with Purchaser’s ability to use, develop or improve the Property as herein contemplated or as contemplated in the Transaction Documents. H. Except as disclosed in the Documents and Materials, including any Phase I or Phase II Environmental Site Assessments delivered to Seller with respect to the Property, there has been no release or presence of or exposure to any Hazardous Substance, whether on or off the Property, that would reasonably be expected to result in liability or a requirement for notification, investigation or remediation by the Seller under any Environmental Law that would materially interfere with Purchaser’s ability to use, develop or improve the Property as herein contemplated or as contemplated in the Transaction Documents.

Seller’s Representations and Warranties. Seller hereby represents and warrants to Parentand agrees with Purchaser, subject in all events to the qualifications or limitations to or on such representations and agreeswarranties as are set out in this Article 3, that: 5.1 Hercules is the exclusive legal The execution and beneficial owner of the Obligations and the Loan Documents. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entity. 5.2 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacity, and authority to execute and deliver this Agreement and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewith. 5.5 The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement do will not and will not: (a) violate any Laws presently in effect having applicability to Seller or any property of Seller; (b) result in a 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 the Articles of Incorporation nor the By-laws of Seller. 5.2 Except for the approval of the Board of Directors of Seller, the consent of the shareholders of Seller, the approval or consent of the Noteholders, the approval or consent of the owners of the NPI Interests, the approval or consent of a transfer of the rights in respect of the Gulf Fee Lease, no other approvals, consents or authorizations to the execution, delivery and performance of this Agreement and the transactions contemplated hereby are required for the execution and performance of this Agreement by Seller. 5.3 To the best of Seller's knowledge, except as described in Section 5.2, there are no liens, encumbrances or mortgages covering any agreement to which of the Lands and the wells thereon, and Seller is subject; unawarx xx 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 wells. 5.4 The share of costs to be borne by Seller in regard to each Lease is set forth on Exhibit A, and is described therein as the "GWI." The share of hydrocarbons that are allocated to Seller after the lessor's share of royalty and any overriding royalty has been deducted is set forth on Exhibit A, under the heading "NRI." The amount of NRI set forth on Exhibit A does not take into account any amount which is allocated to the NPI Interests. 5.5 Except for the Claim and the potential claims described in the correspondence from Traton Operating Company dated March 7, 2014, copies of which have been or will be furnished to Purchaser, Seller is unaware of any demand letters, offset, development or drainage letters or claims asserted by any third party (cincluding, but not limited to, a lessor under any of the Leases) require or governmental authority against Seller in respect of the Leases or the production therefrom or attributable thereto nor are there any Permitssuits, 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 Interests or the production therefrom or attributable thereto. 5.6 This Agreement constitutes Seller believes in good faith, but does not represent and warrant, that during the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As of the date of this Agreement, the outstanding Obligations are set forth on Schedule 1 of this Agreement. 5.8 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. (a) given "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 time that Seller has claimed to own interests in the Leases, Seller has not received any notice, written instructions or otherwise, from Sunoco that any party has claimed that royalties are due and unpaid, or that there are any other working interest owners, other than C.F.O., Inc., that are entitled to any financial institution subject to agreements that (i) require automatic or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights payment with respect to the accounts subject sale of Hydrocarbons. 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 such agreementsPurchaser, that the Leases are in full force and effect. 5.7 Seller, before Seller acquired the Leases, conducted reviews of the title to the Leases, and made its commercially reasonable efforts to verify the quantum of interest to be acquired by it. With regard to the Lease referred to as the "Coline Lease" on Exhibit A, Seller reviewed the division orders currently in place, and after submitting transfer orders to Sunoco, Seller has received the proceeds of the sale of the quantum of interest set forth on those division orders. Other than as disclosed in Section 5.5, Seller has not received any notice of any suits, actions, claims, investigations, audits, inquiries or proceedings, threatened or pending, and has no knowledge of any suits, actions, claims, investigations, audits, inquiries or proceedings, threatened or pending. 5.8 To the best of Seller's knowledge, none of the Interests is affected by any agreement or arrangement (b) including, but not limited to, any hedging agreement, take or pay, gas balancing, pipeline balancing or other prepayment agreement or production payment, other than the Borrowers and each such financial institution has acknowledged and agreed alleged production payments referred to such instructions in writingthat certain Limited Title Report from the Willyard Law Firm PLLC, dated June 00, 0000, 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. 5.9 To the best of Seller's knowledge, except for those consents or approvals listed in Article 3 there are no consents required for Seller to transfer and convey all or any portion of title to the Leases, and, except for the rights listed in Article 3, there are no rights in third parties which would preclude Seller from transferring all or any portion of title to the Leases. 5.10 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 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 own the Interests and to carry on its business as now conducted. 5.11 The information furnished to Purchaser by Seller that Seller received from its predecessors in ownership of the Interests or 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 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 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. To the best of Seller's knowledge, Seller has provided copies of all of the foregoing to Purchaser, or has provided Purchaser with access to the foregoing. 5.12 Except as expressly provided disclosed in this Section 55.5, Parent acknowledges to the knowledge of Seller, there have been no claims, demands or allegations that the Sale is without representationInterests, recourse or warrantyany part thereof, expressed or implied. In particularhave been operated in violation of any law relating to environmental conditions and industrial hygiene, but including, without limitation, the Resource Conservation and Recovery Act of 1976, 42 U.S.C. ss.ss. 6901, et seq., the Cxxxxxhensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. ss.ss. 9601-9657, as amended xx xhe Superfund Amendments and Reauthorization Act of 1986, the Hazardous Materials Transportation Act, 49 U.S.C. ss.ss. 6901, et seq., the Fedexxx Xater Pollution Control Act, 33 U.S.C. ss.ss. 1251, et seq., the Clexx Xxr Act, 42 U.S.C. ss.ss. 741, et seq., the Clean Xxxxx Act, 33 U.S.C. ss. 7401, the Toxic Substances Control Act, 15 U.S.C. ss.ss. 2601-2629, the Safe Drxxxxxg Water Act, 42 U.S.C. ss.ss. 300F - 300J, and all sixxxxx federal, state and local environmental statutes, ordinances and the regulations, orders and decrees now or hereafter promulgated thereunder. Seller makes no representation is not the operator of any of the Interests, but to the knowledge of Seller, all operators have operated their respective properties in accordance with laws relating to environmental conditions and industrial hygiene. Purchaser acknowledges that if it acquires the Interests, it will acquire the Interests subject to any claims or demands that allege a breach or infraction of any of the laws involving the environment, including, but not limited, to those listed in this Section, whether or not the breach or infraction occurred before, on or after the Effective Date, and that Purchaser will hold Seller harmless from any claims, demands or liabilities arising from any alleged or actual breach of infraction of any laws involving the environment. 5.13 Purchaser acknowledges and agrees that Seller has not made, and does not make, any warranty and assumes no responsibility with respect or representation, express, implied or otherwise, as to (a) the accuracy or completeness of any statementsdata, warranties reports, records, projections, information or representations materials now, heretofore or hereafter furnished or made in or available to Purchaser in connection with this Agreement including, without limitation, pricing assumptions, or quality or quantity of hydrocarbon reserves (if any) which Seller believes might be attributable to the Loan Documents Interests or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency ability or value potential of the Loan Documents, any other instrument of the Interests to produce hydrocarbons or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or environmental condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents properties or any other instrument matters contained in the proprietary data or document any other materials furnished pursuant thereto or made available to Purchaser. Any and all data, records, reports, projections, information and other materials (dwritten or oral) furnished to Purchaser or otherwise made available or disclosed to Purchaser were provided to Purchaser as a convenience and shall not create or give rise to any credit decisions made by liability of or against Seller and any reliance on or use of the Seller with respect same shall be at Purchaser's sole risk to the Borrowers maximum extent permitted by law. 5.14 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 Loan Documents Interests not specifically set forth in this Article 5, and notwithstanding any representation of the GWI and the transactions contemplated therebyNRI, as set forth in Exhibit A, Seller does not warrant any quantum of title. In addition, Purchaser will assume all responsibility and liability for any environmental defects whether arising before, during or after the Effective Date.

Seller’s Representations and Warranties. In order to induce Buyer to enter into this Agreement and purchase the Company Shares, Seller hereby represents makes the following representations and warrants warranties to ParentBuyer, which representations and agrees, thatwarranties shall be true and correct as of the Closing date as well as on the date hereof: 5.1 Hercules 3.1 Seller has full power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable in accordance with its terms. 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, whether governmental or otherwise. 3.2 Seller is the exclusive legal only legal, record and beneficial owner of the Obligations Company Shares. Except for the lien created by that certain Stock Pledge Agreement (the "Stock Pledge"), dated as of May __, 2000, by and among First Southern Bank, the Loan DocumentsSeller and other parties, the Company Shares are free and clear of all liens, pledges, security interests, irrevocable proxies, encumbrances or restrictions of any kind. HTI is Upon the exclusive conveyance of the Company Shares, the Buyer will be vested with legal and beneficial owner valid title to the Company Shares, free and clear of the HTI Warrant. None of the Seller Documents (all liens, pledges, security interests, irrevocable proxies, encumbrances or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor restrictions of any person or entity. 5.2 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any rightkind, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI WarrantStock Pledge.. 3.3 There is no outstanding right, agreement, power of attorney, commitment or understanding of any nature whatsoever, that (i) calls for the issuance, sale, pledge or other disposition of any stock constituting the Company Shares, (ii) obligates the Seller to enter into any of the foregoing or (iii) relates to the voting or control of such Company Shares. 5.4 Seller has all right, power, legal capacity, and authority to execute and deliver this Agreement and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewith. 5.5 3.4 The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement do will not and will not: conflict with, or constitute or result in a breach, default or violation of (ai) violate any Laws presently in effect having applicability law, ordinance, regulation or rule applicable to Seller or any property of Seller; (bii) result in a breach any order, judgment, injunction or constitute a default under other decree by which Seller is bound; or (iii) any agreement written or oral contract, agreement, or commitment to which Seller is subjecta party; nor will such execution, delivery and performance result in the creation of any lien or (c) require any Permitsencumbrance upon the Company Shares. 5.6 This Agreement constitutes the legal, valid 3.5 The representations and binding obligation of Seller enforceable against Seller in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As of the date of this Agreement, the outstanding Obligations are set forth on Schedule 1 of this Agreement. 5.8 Seller has (a) given written instructions to any financial institution subject to agreements that (i) require automatic or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writing. 5.9 Except as expressly provided warranties contained in this Section 5do not contain any untrue statement of a material fact or omit to state a material fact required or necessary to be stated therein to make the statements made therein, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value light of the Loan Documentscircumstances in which they were made, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated therebynot misleading.

Seller’s Representations and Warranties. Seller hereby represents and warrants to Parent, and agrees, Buyer that: 5.1 Hercules is (a) Seller is: (i) in good standing and validly existing as a Delaware corporation, qualified to do business in the exclusive legal Commonwealth of Massachusetts, and beneficial owner of (ii) has the Obligations and the Loan Documents. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entity. 5.2 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all right, power, legal capacity, power and authority to execute and deliver do all things required of it by the terms of this Agreement and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewithAgreement. 5.5 The execution, delivery and performance (b) All internal approvals of Seller required for the execution of this Agreement and the consummation of the transactions transaction herein contemplated by in accordance with the terms of this Agreement do not and will not: (a) violate any Laws presently in effect having applicability to Seller or any property of Seller; (b) result in a breach or constitute a default under any agreement to which Seller is subject; or have been obtained. (c) require any PermitsThis Agreement has been duly and validly executed and delivered on behalf of Seller. 5.6 (d) This Agreement constitutes and each and every document and instrument to be executed and delivered by Seller pursuant to this Agreement, when fully executed and delivered, shall constitute the legal, valid and binding obligation obligations of Seller Seller, enforceable against Seller in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transactiontheir respective terms. 5.7 As (e) It has not engaged any brokers, agents, finders or similar parties in connection with this transaction who are due any commissions or similar fees from Buyer. (f) Seller is not a foreign person within the meaning of Section 1445(f)(3) of the date Internal Revenue Code of this Agreement1986, the outstanding Obligations are set forth on Schedule 1 of this Agreementas amended. 5.8 (g) Seller has not granted to anyone any right to occupy or lease the Premises (aexcept for Seller under the Lease). (h) given written instructions to any financial institution The Premises is being conveyed subject to agreements that the Mortgage, but otherwise Seller is conveying the Premises (other than the Personal Property) free and clear of any liens, security interests, licenses, leases or other exceptions to title created by Seller or its affiliates (including, without limitation, any mechanics liens). (i) require automatic This purchase and sale is not a preference, and it will not render Seller insolvent or other account sweep arrangements whereby funds unable to pay its debts as they become due (excluding any debts or obligations to the extent arising from any failure of the Borrowers are transferred Lender to accounts owned consent to this transaction), and the Purchase Price represents fair market value for the Premises. The Premises, including the Personal Property, does not represent all or controlled by substantially all of Seller's property. As of this date Seller in its corporate capacity does not owe, and as of the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to closing will not owe, any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect delinquent taxes to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writingCommonwealth of Massachusetts. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by the Seller with respect to the Borrowers or the Loan Documents and the transactions contemplated thereby.

Seller’s Representations and Warranties. Each Seller hereby represents makes the following representations and warrants to Parentwarranties, each of which is material and agrees, thatis being relied upon by Purchaser: 5.1 Hercules A. Seller is the exclusive legal duly formed, validly existing and beneficial owner of the Obligations and the Loan Documents. HTI is the exclusive legal and beneficial owner of the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entitygood standing in Florida. 5.2 Seller X. Xxxxxx has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has all full legal right, power, legal capacity, and authority to execute and deliver this Agreement and to fully perform its all of their obligations hereunder without need of any further action by or on their behalf, or that of any owner, shareholder, member, manager, partner, trustee, director or the like, all of such action having already been taken. The person or persons executing this Agreement, and under each any other agreement that documents required on behalf of Seller may execute hereunder, are duly authorized, directed and deliver in connection herewithempowered to do so. 5.5 The X. Xxxxxx’s obligations contemplated hereby and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement do Seller will not and will not: (a) violate any Laws presently in effect having applicability to Seller or any property of Seller; (b) result in a breach of, or constitute a default under any agreement to which Seller is subject; or (c) require any Permits. 5.6 This Agreement constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As of the date of this Agreement, the outstanding Obligations are set forth on Schedule 1 of this Agreement. 5.8 Seller has (a) given written instructions to any financial institution subject to agreements that (i) require automatic or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writing. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents Seller’s organizational documents or any other instrument or document furnished pursuant thereto or (d) any credit decisions made by agreement to which the Seller is bound. The Seller’s obligation and responsibility hereunder are valid and binding obligations of the Seller. X. Xxxxxx owns, subject to the Permitted Exceptions, fee simple marketable and insurable record title to the Property listed for Seller in the Recitals and every portion thereof. E. No brokerage commission or similar fee is due or unpaid by Sellers with respect to any lease affecting the Borrowers Properties, and there are no written or oral agreements that will obligate Purchaser, as Seller’s assignee, to pay any such commission or fee under any lease or extension, expansion, or renewal thereof. Notwithstanding the foregoing and in accordance with Section 7(D)(v) above, Purchaser shall be responsible for any broker’s commission due on any New Lease Agreements or Lease renewals. X. Xxxxxx has not received any notice from any governmental agency or body indicating an interest in condemning or taking by eminent domain any Property. Seller has no knowledge of any threatened or pending actions, suits, legal or other proceedings with reference to any Property. G. Seller is not a party or otherwise subject to any commitment, obligation or agreement which would prevent the Seller from completing the sale of the Properties under this Agreement. H. There are no legal actions, suits or proceedings pending or, to the best of Seller’s knowledge, threatened against the Property or against Seller which affect the Property. I. To the best of Seller’s actual knowledge, all of Seller’s general liability and casualty and builder’s risk insurance policies relating to the Properties are valid, in full force and effect, and all premiums for such policies were paid when due. J. To the best of Seller’s actual knowledge, all financial information provided by Seller to Purchaser is accurate in all material respects. K. No Act of Bankruptcy has occurred with respect to Seller. For purposes of this Agreement, “Act of Bankruptcy” shall occur if a party hereto or any shareholder, officer, director, partner, member, manager or other similar person thereof shall (i) apply for or consent to the appointment of, or the Loan Documents taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) admit in writing its inability to pay its debts as they become due, (iii) make a general assignment for the benefit of its creditors, (iv) file a voluntary petition or commence a voluntary case or proceeding under the Federal Bankruptcy Code (as now or hereafter in effect), (v) be adjudicated a bankrupt or insolvent, (vi) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts, (vii) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case or proceeding under the transactions contemplated thereby.Federal Bankruptcy Code (as now or hereafter in effect), or