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

Seller’s Representations, Warranties and Covenants. Seller hereby represents, warrants and covenants to Buyer that: (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of California and has all requisite corporate power and authority to enter into and perform this Agreement and the transactions contemplated hereby. (b) All requisite corporate action has been authorized for the execution and delivery to Buyer of this Agreement and the agreements contemplated hereunder and for the performance of Seller's obligations hereunder. This Agreement is a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. (c) There are no actions, suits or proceedings pending or, to the best of the knowledge of Seller, threatened against or affecting Seller or of which the Equipment is the subject matter or any proceedings with respect to Seller or any of the Equipment before any federal, state or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign that would in any way adversely affect the transactions contemplated herein. (d) Seller possesses valid legal rights in and title to all of the Equipment, free from all pledges, liens, security interests, encumbrances or charges. (e) All necessary approvals and authority to enter into this Agreement and bind Seller have been obtained, the person executing this Agreement on behalf of Seller has express authority to do so and, in doing, to bind Seller hereto and the execution of this Agreement by Seller does not violate any provision of any by-law, charter, regulation or any other governing authority of Seller. (f) At such time as Buyer exercises its right to purchase the Equipment under the Lease Agreement, Seller will transfer to Buyer all of its right, title and interest in and to the Equipment, free and clear of any Third Party (as defined herein below) rights or other encumbrances, and Buyer shall have the right to sell, license, assign or otherwise convey the Equipment to any Third Party. Seller shall agree to execute any and all instruments and agreements to effect the conveyance and assignment of the Equipment as Buyer may deem necessary. The term "Third

Seller’s Representations, Warranties and Covenants. Seller hereby represents, warrants and covenants to Buyer thatPurchaser as of the date hereof as to the following matters, and shall be deemed to remake all of the following representations, warranties and covenants as of the date of Closing without further action on its part: 6.1.1 The execution and delivery of this Agreement by Seller, the execution and delivery of every other document and instrument delivered pursuant to this Agreement by or on behalf of Seller, and the consummation of the transactions contemplated by this Agreement have been duly authorized and validly executed and delivered by Seller, and will not (a) constitute or result in the breach of or default under any written agreement to which Seller is a corporation party or which affects the Property; (b) constitute or result in a violation of any order, decree or injunction with respect to which Seller and/or the Property is bound; (c) cause or entitle any party to have a right to accelerate or declare a default under any written agreement to which Seller is a party or which affects the Property; and/or (d) violate any provision of any municipal, state or federal law, statutory or otherwise, to which Seller or the Property may be subject. 6.1.2 No attachments, execution proceedings, liens, assignments, bankruptcy, or insolvency proceedings are pending or, to the actual knowledge of Seller, threatened against Seller or the Property or contemplated by Seller, except such liens as may be specifically disclosed in the Commitment issued by the Title Company, which shall be released at Closing or assumed by Purchaser. 6.1.3 Seller is not a party to any collective bargaining agreement as to any employees who are engaged by Seller with regard to the operation and maintenance of the Property. Purchaser is assuming no responsibilities or obligations whatsoever relative to any employees engaged by Seller with regard to the operation and management of the Property, and Seller indemnifies Purchaser from and against any and all obligations and other matters relative to such employees, whether arising or accruing on, before or after the date of Closing. 6.1.4 Between the date of this Agreement and the date of Closing, no part of the Property will be sold, encumbered or transferred in favor of or to any other party whatsoever. 6.1.5 There are no purchase contracts, options or any other agreements of any kind, oral or written, by which any person or entity other than Seller will have acquired or will have any basis to assert any right, title or interest in, or right to possession, use, enjoyment or proceeds of, any part or all of the Property other than tenants of the Property, the leases and rental agreements which have been previously disclosed to Purchaser, and which do not contain any option to purchase the Property or any part thereof. 6.1.6 Seller is a limited partnership duly organized, organized and validly existing under California law and qualified to own property and transact business in good standing under Ohio, and the laws person(s) signing this Agreement on behalf of California and has all requisite corporate Seller have the power and authority to enter into and perform this Agreement in accordance with its terms; and the transactions contemplated hereby. (b) All requisite corporate action has been authorized for the at Closing Seller's execution and delivery to Buyer of this Agreement and the agreements contemplated hereunder consummation of this transaction by its general partners will have been duly authorized by all appropriate actions and for proceedings. Evidence by Seller of the performance foregoing representation reasonably satisfactory to Purchaser's counsel shall be delivered at Closing, which evidence may include, but not be limited to, an opinion of Seller's obligations hereunder. This Agreement is a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. (c) There are no actions, suits or proceedings pending or, to the best of the knowledge of Seller, threatened against or affecting Seller or of which the Equipment is the subject matter or any proceedings counsel with respect to Seller or any of the Equipment before any federal, state or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign that would in any way adversely affect the transactions contemplated hereinsuch matters. (d) 6.1.7 Seller possesses valid legal rights in owns good record and marketable, fee simple title to all of the Equipment, free from all pledges, liens, security interests, encumbrances or charges. (e) All necessary approvals and authority to enter into this Agreement and bind Seller have been obtained, the person executing this Agreement on behalf of Seller has express authority to do so and, Premises in doing, to bind Seller hereto and the execution of this Agreement by Seller does not violate any provision of any by-law, charter, regulation or any other governing authority of Seller. (f) At such time as Buyer exercises its right to purchase the Equipment under the Lease Agreement, Seller will transfer to Buyer all of its right, title and interest in and to the Equipmentrecordable form, free and clear of any Third Party and all mortgages (as defined herein below) rights except mortgages to be assumed, paid or released at closing), liens, encumbrances, claims, charges, equities, covenants, conditions, restrictions, easements, rights-of-way, or other encumbrancesmatters, and Buyer shall have the right to sellwhether or not of record, license, assign or otherwise convey the Equipment to any Third Party. except for Permitted Exceptions. 6.1.8 Seller shall agree to execute any and all instruments and agreements to effect the conveyance and assignment is not a foreign person as such term is used in Section 1445 of the Equipment as Buyer may deem necessary. The term "ThirdInternal Revenue Code.

Seller’s Representations, Warranties and Covenants. Seller hereby represents, warrants warrants, and covenants to Buyer that: (a) a. Seller is a corporation duly organized, validly existing and in good standing under the laws of California and has all requisite corporate full power and authority to enter into and perform this Agreement and the transactions contemplated herebycomplete this Transaction. (b) All requisite corporate action b. Except as otherwise disclosed herein, Seller is unaware of any unrecorded agreements, leases, liens, or encumbrances that may affect title to the Property to which Seller is a party or of which Seller has been authorized for the knowledge. c. Upon Xxxxxx’s execution and delivery to Buyer of this Agreement Agreement, it will be binding and the agreements contemplated hereunder and for the performance of Seller's obligations hereunder. This Agreement is a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, and upon Seller’s execution of the additional documents contemplated by this Agreement, they will be binding and enforceable against Seller in accordance with their terms. (c) d. Subject to the foregoing, neither the execution and delivery of this Agreement, nor the consummation of this Transaction will constitute a breach under any contract or agreement to which Seller is a party or by which Seller is bound that affects the Property or any part thereof. e. Seller has not entered into any agreement or contract with respect to the Property or granted any interest in the Property that is inconsistent with Seller’s obligation to convey to Buyer all of Seller’s right, title, and interest in the Property in accordance with the requirements of this Agreement. Except as otherwise provided herein, Seller shall not, prior to any termination of this Agreement and without Xxxxx's prior written consent, enter into or execute any easement, encumbrance, lease, or other agreement with respect to the Property, or execute, record or consent to any declaration of covenants, conditions and restrictions or other similar document with respect to the Property. f. There are no actionssuits, suits claims, proceedings, or proceedings investigations pending or, to the best of the knowledge of Seller’s actual knowledge, threatened against or affecting Seller or of which the Equipment is the subject matter or any proceedings with respect to the Property or that will adversely affect Seller’s ability to meet its obligations under this Agreement. g. Seller is not in default under the terms of any written agreement with a third party to which Seller is a party pertaining to the Property, nor has any event occurred that, with notice or passage of time, or both, would constitute a default by Seller under any such agreement, nor has Seller received notice of any default under any agreement or encumbrance to which the Property or any of the Equipment before any federal, state or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign that would in any way adversely affect the transactions contemplated hereinportion thereof is subject. (d) Seller possesses valid legal rights in and title to all of h. Neither the Equipment, free from all pledges, liens, security interests, encumbrances or charges. (e) All necessary approvals and authority to enter into this Agreement and bind Seller have been obtained, the person executing this Agreement on behalf of Seller has express authority to do so and, in doing, to bind Seller hereto execution and the execution delivery of this Agreement by nor the consummation of this Transaction is subject to any requirement that Seller does obtain any consent, approval or authorization of, or make any declaration or filing with, any governmental authority or third party that has not violate been obtained or that, in any provision case or in the aggregate, if not obtained or made would render the execution, delivery or consummation illegal or invalid, or would constitute a default under this Agreement, or result in the creation of any by-lawlien, charter, regulation charge or any other governing authority of Sellerencumbrance upon the Property. (f) At such time as Buyer exercises its right to purchase the Equipment under the Lease Agreement, Seller will transfer to Buyer all of its right, title and interest in and to the Equipment, free and clear of any Third Party (as defined herein below) rights or other encumbrances, and Buyer shall have the right to sell, license, assign or otherwise convey the Equipment to any Third Party. Seller shall agree to execute any and all instruments and agreements to effect the conveyance and assignment of the Equipment as Buyer may deem necessary. The term "Third

Seller’s Representations, Warranties and Covenants. Seller hereby representsrepresents and warrants, warrants as of the Closing Date and covenants to Buyer as of the Effective Time, or such other date specifically set forth below, that: (a) Seller is a corporation an Industrial Loan Corporation duly organized, validly existing and in good standing under the laws of California State of Utah and has all requisite corporate power the full power, authority and authority legal right to enter into execute and perform this Agreement and deliver, engage in the transactions contemplated herebyby and perform and observe the terms and conditions of this Agreement. (b) All requisite corporate action has been authorized Seller (and its Affiliates) are solely liable and responsible for compensating any of its brokers and agents in connection with the transactions contemplated by this Agreement, except that, pursuant to Section 3.1, the amount of any compensation otherwise due and payable by Seller to Ironwood Capital (up to $300,000) in connection with the transactions contemplated by this Agreement shall instead be paid by Purchaser on the Closing Date. (c) Assuming the due authorization, execution and delivery to Buyer of this Agreement and by the agreements contemplated hereunder and for Purchaser, this Agreement constitutes the performance of Seller's obligations hereunder. This Agreement is a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. (c) There are no actions, suits or proceedings pending orsubject as to enforceability to applicable bankruptcy, to the best of the knowledge of Sellerreorganization, threatened against or affecting Seller or of which the Equipment is the subject matter or any proceedings with respect to Seller or any of the Equipment before any federalinsolvency, state moratorium or other governmental departmentlaws affecting the sale of accounts receivable generally, commission, board, bureau, agency and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or instrumentality, domestic or foreign that would in any way adversely affect the transactions contemplated hereinat law). (d) The execution, delivery and performance by Seller possesses valid legal rights of this Agreement and the transactions contemplated hereby do not and will not violate, conflict with or result in and title a breach or default under Seller's organizational documents, any federal or state law applicable to all Seller or any agreement to which Seller is a party or by which Seller or any of the Equipment, free from all pledges, liens, security interests, encumbrances or chargesits property is bound. (e) All necessary approvals No authorization, approval, consent or other action by, and no notice to or filing with, any governmental authority or other person needs to enter into or will be made or obtained by Seller for the due execution, delivery or performance of this Agreement and bind Seller have been obtainedthe transactions contemplated hereby, the person executing this Agreement on behalf of Seller has express authority except for a notice required to do so and, in doing, to bind Seller hereto be given and the execution of this Agreement by Seller does not violate any provision of any by-law, charter, regulation or any other governing authority of Seller. (f) At such time as Buyer exercises its right to purchase the Equipment under the Lease Agreement, Seller will transfer to Buyer all of its right, title and interest in and which shall be provided to the Equipment, free and clear of any Third Party (as defined herein below) rights or other encumbrances, and Buyer shall have FDIC in the right ordinary course prior to sell, license, assign or otherwise convey the Equipment to any Third Party. Seller shall agree to execute any and all instruments and agreements to effect the conveyance and assignment of the Equipment as Buyer may deem necessary. The term "ThirdClosing Date.

Seller’s Representations, Warranties and Covenants. Seller hereby represents, warrants and covenants to Buyer that:that as of the Purchase Date and until the Purchase Price has been repaid in full to Buyer. (a) A. The Loan Documents comply with all applicable federal, state and local laws and regulations. B. Seller is a corporation duly organized, validly existing and in good standing under the laws of California the State of Arizona and has all requisite corporate power full power, authority and authority legal right to enter into execute and perform deliver this Agreement and to perform and observe the terms and provisions hereof and thereof, without resulting in any conflict with or breach of any instrument or agreement to which Seller is a party or by which it is bound, nor to the best of Seller's knowledge will the transfer be in violation of any governmental regulation, decree or rule of any kind which Seller may be subject to. To the best of Seller's knowledge, no litigation or administrative proceeding is pending which would restrain, set aside or invalidate the transactions or the sale and assignment of the Rights contemplated herebyby Seller and Buyer herein. (b) All requisite corporate C. Seller has taken all necessary action has been or authorized for the execution and delivery to Buyer of this Agreement and the agreements contemplated hereunder and for the performance of Seller's obligations all the terms and conditions hereunder. This . D. All information provided or to be provided to Buyer by Seller in connection with or pursuant to this Agreement is a valid materially true and binding obligation of Seller, enforceable against Seller in accordance with its termscorrect. (c) There are no actions, suits or proceedings pending or, to the best of the knowledge of Seller, threatened against or affecting E. Seller or of which the Equipment is the subject matter or any proceedings with respect to Seller or any of the Equipment before any federal, state or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign that would in any way adversely affect the transactions contemplated herein. (d) Seller possesses valid legal rights in has good and marketable title to all of the EquipmentRights and writings described hereunder, free from and clear of all pledges, liens, claims or security interests, encumbrances or charges. (e) All necessary approvals and authority to enter into this Agreement and bind Seller have been obtained, possesses the person executing this Agreement on behalf of Seller has express authority to do so and, in doing, to bind Seller hereto and the execution of this Agreement by Seller does not violate any provision of any by-law, charter, regulation or any other governing authority of Seller. (f) At such time as Buyer exercises its right to purchase transfer and assign the Equipment under the Lease AgreementRights to Buyer. On or before Closing, Seller will shall take any and all actions necessary to complete the Purchase, Sale and Assignment, and thereby sell, transfer to Buyer all of and assign its right, title and interest in and the Rights to Buyer. F. Each of the Equipment, free and clear of any Third Party (as defined herein below) rights or other encumbrances, and Buyer shall have the right to sell, license, assign or otherwise convey the Equipment to any Third Party. Seller shall agree to execute any Loan Documents and all instruments and agreements to effect documents pertaining thereto, and all related security, constitute bona fide transactions and obligations entered into by each Dealer with Seller, and are valid, binding and legally enforceable under the conveyance and assignment current laws of the Equipment states in which they originated (subject to bankruptcy laws and any other laws that generally protect the rights of debtors) and are not subject to any defense, offset or counterclaim to or by any Dealer. No settlement, payment or compromise has been made, entered into or agreed to be entered into by Seller that would change the Represented Value due Seller from any Dealer under any of the Loan Documents as of the Purchase Date, the Final Date or at any time thereafter. G. The Loan Documents evidence a perfected first priority purchase money security interest in each item of Inventory. H. No Inventory securing the Loan Documents has been repossessed or is the subject of any insurance claim presently pending. None of the Dealers are materially in default under the terms of any of the related Loan Documents. I. Seller has not received any notice of charges made or notice of any complaint filed against Seller stating that Seller is not in compliance with any law, regulation or order applicable to or affecting the Loan Documents. J. All taxes assessable against or relating to the Loan Documents which are due or may become due on or before the Purchase Date to any governmental authority having the right to assess such taxes, have been paid, or will be paid by Seller. K. Buyer shall have no obligation to finance any Dealer's purchase of Inventory if Buyer, in its sole discretion, determines that a Dealer does not meet Buyer's then current credit criteria, which may change from time to time at Buyer's sole discretion. L. In the event of material breach of any of the representations, warranties and covenants in this Section 7 or of any other term or condition of this Agreement, Seller will promptly, upon receipt of notice from Buyer to do so, pay Buyer an amount equal to the damages suffered by Buyer as a result including, but not limited to, the amount of any Represented Value which remains owing from a dealer(s) and any other charges relating thereto. Alternatively, at Buyer's sole discretion, Buyer may deem necessaryrequest Seller to repurchase all of the Rights related to any such breach and pay in full and by check, an amount equal to the Represented Value for such Dealer, less any payments received by Seller, plus interest from the Purchase Date at the rate set forth in the Loan Documents, and upon receipt of such payment in full, Buyer shall assign to Seller, without recourse and without warranty, such related Rights. The term "ThirdAt any time, on Seller's request, Buyer shall sign any documents and take any steps reasonably necessary to assign the repurchased Rights and Loan Documents back to Seller by documents that are reasonably acceptable to Buyer. M. Seller will save, defend, and hold Buyer harmless from any damage, loss, claim or expense as a result of the breach of any of Seller's representations, warranties or covenants contained herein, or due to Seller's failure to meet any obligations under the provisions of this Agreement.

Seller’s Representations, Warranties and Covenants. (a) In order to induce Buyer to enter into this Agreement and to complete Closing, Seller hereby represents, represents and warrants and covenants to Buyer thatas follows: (ai) Seller is a corporation the owner of the Property. (ii) There are no unpaid bills or claims for labor or services performed or materials furnished or delivered during the last four (4) months for alterations, repairs, work, or new construction on the Property, except for those disclosed to Buyer at Closing in writing by Seller. (iii) Seller is duly organized, validly existing subsisting and in good standing under the laws of California and has Delaware, with all requisite corporate legal power and authority to enter into undertake, observe and perform this Agreement all of Seller's agreements and the transactions contemplated hereby. obligations hereunder and under Seller’s Closing Documents (b) All requisite corporate action has been authorized for as defined in Section 8 below), and the execution and delivery to Buyer of this Agreement hereof and the agreements contemplated performance by Seller of their obligations hereunder and for will not violate or constitute an event of default under the performance terms or provisions of Seller's obligations hereunder. any agreement, document or other instrument to which Seller is a party or by which they or the Property are bound. (iv) This Agreement is a constitutes, and when executed and delivered Seller’s Closing Documents will constitute, the valid and binding obligation obligations of Seller, enforceable against Seller in accordance with its their terms. (cv) There To Seller’s actual knowledge, without investigation or inquiry, there are no actions, suits proceedings at law or proceedings pending or, to the best of the knowledge of Seller, threatened against or affecting Seller or of which the Equipment is the subject matter or any proceedings with respect to Seller or any of the Equipment in equity before any federalcourt, state grand jury, administrative agency or other investigative body, or governmental department, commission, board, bureauagency, agency bureau or instrumentalityinstrumentality of any kind pending or, domestic threatened, against or foreign affecting Seller or the Property that would in (i) involve the validity or enforceability of this Agreement or any way adversely affect other instrument or document to be delivered by Seller pursuant hereto, (ii) enjoin or prevent or threaten to enjoin or prevent the transactions contemplated hereinperformance of Seller’s obligations hereunder, (iii) relate specifically to the Property or use and occupancy thereof or (iv) the title thereto, including but not limited to any unrecorded agreements or encumbrances. (dvi) Seller possesses valid legal There are no existing or pending contracts of sale, options to purchase or rights in and title of first refusal or first offer with respect to all of the EquipmentProperty, free from all pledgesor any part thereof, liens, security interests, encumbrances recorded or chargesunrecorded. (evii) All necessary approvals and authority Other than the Permitted Encumbrances, there are no leases or other occupancy agreements pursuant to enter into this Agreement and bind Seller have been obtained, the person executing this Agreement on behalf of which Seller has express granted another party the right to use or occupy all or any portion of the Property after the Closing Date. (viii) Seller is not in the hands of a receiver nor is an application for the appointment of a receiver pending; Seller has not made an assignment for the benefit of creditors, nor has Seller filed, or had filed against it, any petition in bankruptcy. (ix) Seller has not received any written notice that the Property has been registered or certified as “historic” by any local, State or Federal governmental entity or historic commission. (x) Seller has not received any written notice from any federal, state, county or municipal authority to do so andwhich alleges that the Property is in violation with any statute, in doing, to bind Seller hereto and the execution of this Agreement by Seller does not violate any provision of any by-law, charterrule, regulation or any other governing authority of Sellerordinance applicable to the Property. (fxi) At Seller has not received any written notice from any federal, state, county or municipal authority of any pending or threatened condemnation or similar action in the nature of eminent domain with respect to all or any portion of the Property. (xii) There are no management, service, or other agreements with respect to or affecting the Property, recorded or unrecorded, which will survive the Closing, except as set forth on Exhibit D hereto. (xiii) No portion of the Property is assessed as farmland under the Farmland Assessment Act, N.J.S.A. 54:4-23.1 et seq. (xiv) Seller represents that Seller is not a “foreign person” as such time term is defined under Section 7701 (a) of the Internal Revenue Code of 1986, as amended. (b) The representations and warranties contained in this Section 4 are true, accurate and complete and not misleading in any material respect as of the Effective Date and shall be deemed to be repeated at and as of the Closing Date, and shall be true, accurate and complete and not misleading in any material respect as of such date, except for acts or omissions expressly permitted by other provisions of this Agreement. The representations and warranties contained in this Section 4 shall survive the Closing for a period of one (1) year and any claim for a breach of the representations and warranties must be brought within such one (1) year period. Buyer exercises its will not have any right to purchase the Equipment under the Lease Agreement, bring any action against Seller will transfer to Buyer all of its right, title and interest in and to the Equipment, free and clear as a result of any Third Party untruth or inaccuracy of such representations and warranties, or any such breach, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy, or any such breach, exceeds One Hundred Thousand Dollars (as defined herein below) rights or other encumbrances$100,000.00), and Buyer shall have the right to sell, license, assign or otherwise convey the Equipment to any Third Party. Seller shall agree to execute any and all instruments and agreements to effect the conveyance and assignment of the Equipment as in which event Buyer may deem necessary. The term "Thirdseek to recover from Seller for all such liability and losses (not just the portion of such losses that exceed One Hundred Thousand Dollars ($100,000.00)); provided, however, in no event will Seller’s liability for all such misrepresentations and breaches herein exceed Five Hundred Thousand Dollars ($500,000.00) in the aggregate.

Seller’s Representations, Warranties and Covenants. Seller hereby representscovenants, warrants and covenants represents to Buyer thatPurchaser that the following shall be true, complete and correct as of the Effective Date and the Closing Date, as if separately made on each of those dates: (a) For those Seller entities that are a corporation, Seller is a corporation duly organizedincorporated, validly existing existing, and in good standing under the laws of California the state of its incorporation. For those Seller entities that are a limited liability company, Seller is a limited liability company, duly organized, validly existing, and in good standing under the laws of the state of its organization. (b) Each Seller has all requisite corporate power full right, power, and authority to enter into execute, deliver, and perform this Agreement and all documents to be delivered by Seller at Closing without the transactions contemplated hereby. (b) All requisite corporate necessity of obtaining any consents or approvals of, or the taking of any other action has been authorized for the execution with respect to, any third parties or governmental authority, and delivery to Buyer of this Agreement and all documents to be delivered by Seller at Closing, when executed and delivered by Seller, will constitute the agreements contemplated hereunder and for the performance of Seller's obligations hereunder. This Agreement is a legal, valid and binding obligation agreement of Seller, enforceable against Seller in accordance with its terms. (c) There are is no actionslitigation, suits administrative proceeding (including condemnation or similar proceedings or special assessments), arbitration proceeding, judgment, consent decree or governmental investigation outstanding, pending or, to Seller’s actual knowledge, without investigation, threatened against, or relating to, the best Property, Seller’s interest therein, or the transactions contemplated hereby. (d) The execution, delivery, and performance by Seller of this Agreement, the consummation of the knowledge transactions contemplated hereby, and the compliance by Seller with any of the provisions of this Agreement and/or of the other agreements to be entered into at Closing, do not and will not (1) conflict with or result in a violation or breach of, or default (or an event which, with notice or the passage of time, or both, would constitute a default) under, and provision of the organizational documents of Seller; or (2) conflict with or result in a violation or breach of any provision of any law or governmental order, threatened against writ, injunction, decree, statute, rule or affecting Seller or of which the Equipment is the subject matter or any proceedings with respect regulation applicable to Seller or any of its properties or assets. (e) No consent or approval by, notice to, or registration with, any person, entity, regulatory body, administrative agency or other governmental authority is required on Seller’s part in connection with the Equipment execution and delivery of this Agreement and the consummation of the transactions described herein. (f) The Property Materials provided or to be provided by Seller to Purchaser under Section 4(b) are complete copies of the information in Seller’s possession and control. There are no contracts or agreements in place concerning the operations or maintenance of the Property that have not been disclosed to Purchaser as part of the Property Materials. (g) No broker, finder, or investment banker is entitled to any brokerage, finder’s, or other fee or commission in connection with the transactions contemplated by this Agreement or any Related Transaction based upon arrangements made by or on behalf of Seller or any of its affiliated Related Transactions Parties. (h) Seller has good and marketable fee simple title to the Property, subject to the Permitted Exceptions, and full authority to convey the same to Purchaser. (i) Seller has not granted any rights or first refusal or options to any third parties to purchase all or any portion of the Property. (j) 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. (k) Seller (a) has not conducted or authorized the placement, generation, transportation, storage, release, treatment or disposal at the Property of any “Hazardous Substance” (as defined herein); and (b) to Seller’s knowledge, has not received from or given to any governmental authority or other person or entity any notice or other communication or agreement relating in any way to the presence, generation, transportation, storage, release, treatment, or disposal or remediation of any Hazardous Substance on the Property. In addition, to Seller’s knowledge, there is no pending or threatened litigation, proceedings or investigations before any administrative agency in which the reference, release, threat of release, placement, generation, transportation, storage, treatment or disposal in, on or under the Property, of any Hazardous Substance has been alleged. For purposes of this Agreement, the term “Hazardous Substance” means any matter which has been determined by any regulation, order or rule promulgated by any governmental agency or authority of appropriate jurisdiction, to constitute a hazardous or toxic, waste, substance or material under any federal, state or other local statute, law, rule, regulation, ordinance or enactment of any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign that would in any way adversely affect the transactions contemplated herein. (d) Seller possesses valid legal rights in and title to all of the Equipment, free from all pledges, liens, security interests, encumbrances or charges. (e) All necessary approvals and authority to enter into this Agreement and bind Seller have been obtainedconcerning health, the person executing this Agreement on behalf of Seller has express authority to do so and, in doing, to bind Seller hereto and the execution of this Agreement by Seller does not violate any provision of any by-law, charter, regulation environment or any other governing authority of Sellerpublic safety. (f) At such time as Buyer exercises its right to purchase the Equipment under the Lease Agreement, Seller will transfer to Buyer all of its right, title and interest in and to the Equipment, free and clear of any Third Party (as defined herein below) rights or other encumbrances, and Buyer shall have the right to sell, license, assign or otherwise convey the Equipment to any Third Party. Seller shall agree to execute any and all instruments and agreements to effect the conveyance and assignment of the Equipment as Buyer may deem necessary. The term "Third

Seller’s Representations, Warranties and Covenants. (a) Seller hereby representsrepresents and warrants to, warrants and covenants to Buyer with, Purchaser and the Company that: (a1) This Agreement, when executed and delivered by Seller is a corporation duly organizedand Purchaser, validly existing and in good standing under will constitute the laws of California and has all requisite corporate power and authority to enter into and perform this Agreement and the transactions contemplated hereby. (b) All requisite corporate action has been authorized for the execution and delivery to Buyer of this Agreement and the agreements contemplated hereunder and for the performance of Seller's obligations hereunder. This Agreement is a valid and binding obligation agreement of Seller, enforceable against Seller in accordance with its terms. (c2) There are no actionsSeller is a corporation, suits duly organized, validly existing and in good standing under the laws of the State of Hawaii. (3) Seller has the full right, power and authority to execute, deliver and perform its obligations under this Agreement and to convey the Property to Purchaser, all without the necessity of obtaining any consent or proceedings pending orapproval of, or the taking of any other action with respect to, any third parties. The Property does not constitute all or substantially all of the assets of Seller. (4) Seller has good and marketable title in fee simple to the best Property, and all parts thereof, free and clear of all liens or encumbrances of any kind (except for Permitted Encumbrances [herein defined]) and no other party has any right to acquire all or any portion of the Property. (5) Other than the 2001 Lease, Seller has not entered into any leases, franchises, licenses, occupancy agreements, or other agreements (whether written or oral) demising space in, or otherwise similarly affecting or relating to, the Lease Tract or the Improvements (“Leases”). (6) Other than the 2001 Lease, neither Seller nor the Property is bound by any contracts or agreements, such as maintenance, service or utility contracts (“Property Agreements”) which relate in any way to the design, ownership, use, leasing, maintenance, service or operation of the Property. (7) No materially adverse action, suit, proceeding (including any condemnation proceeding), or notice of violations or deficient condition is pending or threatened (i) against Seller which would impair the ability of Seller to consummate the transactions contemplated hereby or (ii) against the Property. (8) After the date hereof, Seller shall (i) not enter into any Lease, Property Agreement, or agreement or instrument which would constitute an encumbrance of the Property or which would be outside the normal scope of maintaining and operating the Property, without the prior written consent of Purchaser, (ii) not remove any item of the Personalty from the Lease Tract or Improvements unless it is replaced with an item of at least equal value that is properly suited for its intended purpose and (iii) afford Purchaser and its representatives the continuing right to inspect, at reasonable hours, the Property and any and all books, records, contracts and other documents or data pertaining to the ownership, operation or maintenance of the Property. (9) To the best knowledge of Seller, the Property is not in violation of or subject to any existing, pending or threatened against investigation or affecting Seller or of which the Equipment is the subject matter or any proceedings with respect to Seller or any of the Equipment before inquiry by any federal, state or local governmental authority, nor is the Property subject to any remedial obligations under the Resource Conservation and Recovery Act, as amended (“RCRA”), the Comprehensive Environmental Response, Compensation and Liability Act, as amended (“CERCLA”), the Superfund Amendment and Reauthorization Act of 1986, as amended (“XXXX”), or any other governmental departmentfederal, commissionstate or local environmental law, boardregulation or ordinance. Without limiting the generality of the foregoing, bureauto the best knowledge of Seller, agency no solid waste, toxic substance, contaminated material, asbestos, oil or instrumentalitypetroleum products or other substances within the scope of any federal, domestic state or foreign that local environmental law or ordinance, including RCRA, CERCLA and XXXX, has been disposed of or otherwise released on or to the Property. To the best knowledge of Seller, no pollutants or effluents have been discharged from the Property into any water source or system, including without limitation, the surface or subsurface waters of the Property. To the best knowledge of Seller, no emissions have been discharged from the Property into the air which would in require a permit under the Federal Water Pollution Control Act, as amended, or the Clean Air Act, as amended, or any way adversely affect other federal, state or local environmental law, regulation or ordinance. To the transactions contemplated hereinbest knowledge of Seller, no underground storage tanks are located on or under the Property. (d10) Seller possesses valid legal rights in and title to all To the best knowledge of Seller, no portion of the EquipmentProperty has ever been used as a landfill, free from all pledgesdump, liensor site for injection xxxxx, security interests, encumbrances and Seller shall not use or chargespermit any portion of the Property to be used for any such purpose. (e11) All necessary approvals Seller owns the Entitlements, and no other person has the right to acquire all or any rights under any of the Entitlements. Seller has the full right, power and authority to enter into this Agreement and bind assign the existing Entitlements to Purchaser without the necessity of obtaining any consent or approval of, or the taking of any other action with respect to, any governmental authority or other third party, other than those for which consent will be obtained at or prior to Closing. Seller have been obtained, the person executing this Agreement on behalf of Seller has express agrees that it will not request any governmental authority to do so and, in doing, enact any change to bind Seller hereto and the execution Project District Ordinance that would affect the Property without the prior written consent of this Agreement by Seller does not violate any provision of any by-law, charter, regulation or any other governing authority of SellerPurchaser. (f12) At such time as Buyer exercises its right to purchase Seller shall not record any allocations or other entitlements affecting the Equipment under the Lease Agreement, Seller will transfer to Buyer all of its right, title and interest in and Property prior to the Equipment, free and clear Closing without the prior written consent of any Third Party Purchaser. (as defined herein belowb) rights or other encumbrances, and Buyer The provisions of this Section shall have survive the right to sell, license, assign or otherwise convey the Equipment to any Third Party. Seller shall agree to execute any and all instruments and agreements to effect the conveyance and assignment of the Equipment as Buyer may deem necessary. The term "ThirdClosing.

Seller’s Representations, Warranties and Covenants. Seller hereby representsSeller, warrants as well as each of Seller’s principals, represent, warrant and covenants covenant, jointly and severally, to Buyer FGI that: (a) Seller is a corporation corporation, is duly organized, validly existing and in good standing under the laws of California Delaware and is qualified and authorized to do business and is in good standing in all states in which such qualification and good standing are necessary or desirable. (b) The execution, delivery and performance by Seller of this Agreement does not and will not constitute a violation of any applicable law, or a violation of Seller’s [articles of incorporation/articles of organization], [bylaws/operating agreement], or other organizational documents and does not and will not constitute any material breach of any other material document, agreement or instrument to which Seller is a party or by which Seller is bound. (c) Seller has all requisite corporate power and authority to enter into and perform this Agreement Agreement, and has taken all necessary action to authorize the transactions contemplated hereby. (b) All requisite corporate action has been authorized for the execution execution, delivery and delivery to Buyer performance of this Agreement and the all other documents, instruments and agreements contemplated hereunder and for the performance of Seller's obligations hereunderexecuted in connection herewith. This Agreement is a legal, valid and binding obligation of Seller, Seller enforceable against Seller it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. (cd) Immediately prior to the execution and at the time of delivery of each Schedule of Accounts, Seller will be the sole owner and holder of each of the Accounts described thereon and its Related Rights. Upon FGI’s purchase of an Account and its Related Rights in accordance with Section 2(d) hereof, FGI shall become the sole owner and holder of such Purchased Account and Related Rights. (e) At the time of sale to FGI hereunder, no Purchased Account or Related Rights shall have been previously sold or transferred or be subject to any lien, encumbrance, security interest or other claim of any kind of nature. Seller will not factor, sell, transfer, pledge or give a security interest in any of its Accounts or Related Rights to anyone other than FGI. There are and will be no actionsFinancing Statements on file in any public office covering any Collateral, suits any Purchased Accounts or proceedings pending ortheir Related Rights except in favor of FGI or those statements now on file specifically listed on Schedule 4(e) attached hereto. Seller will not execute any security agreement or authorize the filing of any Financing Statement in respect of any Collateral, any Purchased Accounts or their Related Rights in favor of any Person, except FGI, during the Term of this Agreement. (f) The amount of each Purchased Account will, immediately prior to its sale to FGI pursuant hereto, be due and owing to Seller and represent a bona fide sale, delivery and acceptance of Goods or performance of services by Seller to or for an Account Debtor. The information regarding an Account on each Schedule of Accounts will be accurate. The terms for payment of each Purchased Account will be no greater than sixty (60) days from date of invoice and the payment of such Purchased Account will not be contingent upon the fulfillment by Seller of any further performance of any nature whatsoever. Each Account Debtor which is the obligor in respect of an Account that is listed on a Schedule of Accounts will, to the best of Seller’s knowledge, be solvent at the knowledge xxxx Xxxxxx provides such Schedule to FGI. (g) There are and shall be no set-offs, allowances, discounts, deductions, counterclaims, or disputes with respect to any Purchased Account, without notice and prior written consent of FGI. Seller shall inform FGI, in writing, immediately upon learning that there exists any Purchased Account which is subject to a Dispute. Seller shall accept no returns and shall grant no allowance or credit to any Account Debtor with respect to a Purchased Account without the prior written consent of FGI. On the second business day of each calendar week, Seller shall provide to FGI, for each Account Debtor who is indebted on a Purchased Account, a weekly report in a form and substance satisfactory to FGI itemizing all such returns and allowances made during the previous week with respect such Purchased Account and at FGI’s option a check (or wire transfer) payable to FGI for the amount thereof or, in FGI’s sole and exclusive discretion, FGI may accept the issuance of a credit memo and charge same to the Reserve Account. (h) Seller’s address, as set forth in any Application submitted to FGI, is and will be Seller’s mailing address, chief executive office, principal place of business and the office where all of the books and records concerning the Purchased Accounts are and will be maintained, and which shall not be changed without giving thirty (30) days prior written notice to FGI. Seller will not change its name without giving thirty (30) days prior written notice to FGI. (i) Seller shall maintain its books and records in accordance with GAAP and shall reflect on its books the absolute sale of the Purchased Accounts and their Related Rights to FGI. Seller shall furnish FGI, upon request, such information and statements as FGI shall request from time to time and at any time regarding Seller’s business affairs, financial condition and results of its operations. Without limiting the generality of the foregoing, Seller shall provide FGI, on or prior to the thirtieth (30th) day of each month, unaudited financial statements with respect to the prior month and, within one hundred and twenty (120) days after the end of each of Seller’s fiscal years, annual consolidated financial statements for it and its Affiliates that are consolidated with it, and such certificates relating to the foregoing as FGI may request including, a monthly certificate from the president and chief financial officer of Seller stating that no Event of Default exists or if any Event of Default exists stating in detail the nature of each Event of Default. Seller will furnish to FGI upon request a current listing of all open and unpaid accounts payable and Accounts, and such other items of information that FGI may deem necessary or appropriate from time to time. Unless otherwise expressly provided herein or unless FGI otherwise consents, all financial statements and reports furnished to FGI hereunder shall be prepared and all financial computations and determinations pursuant hereto shall be made in accordance with GAAP, consistently applied. (j) Seller has filed and will file all tax returns required to be filed in any jurisdiction where Seller conducts business and Seller has paid and will pay all taxes and governmental charges (including taxes and charges imposed with respect to any sale of Goods or provision of services) and furnish to FGI upon request satisfactory proof of payment and compliance with all federal, state and local tax requirements. (k) There are, and at any time that Seller provides a Schedule of Accounts to FGI pursuant hereto there will be, no lawsuits against Seller involving amounts greater than $50,000 (or the equivalent thereof in any currency) except as disclosed in writing to FGI before the date hereof or the date of providing such Schedule, and Seller will promptly notify FGI of (i) the filing of any lawsuit against Seller involving amounts greater than $50,000 (or the equivalent thereof in any currency), and (ii) any attachment or any other legal process levied against Seller. (l) The Application made or delivered by or on behalf of Seller in connection with this Agreement, and the statements made therein, are true and correct at the time that this Agreement is executed. There is no fact which Seller has not disclosed to FGI in writing which could reasonably be expected to materially adversely affect the properties, business, financial condition or prospects of Seller, threatened against or affecting Seller or of which the Equipment is the subject matter or any proceedings with respect to Seller or any of the Equipment before any federalAccounts or other Collateral, state or which is necessary to disclose in order to keep the foregoing representations and warranties from being misleading. (m) In no event shall the funds paid to Seller hereunder be used directly or indirectly for personal, family, household or agricultural purposes. (n) Seller does, and will do, business under no trade or assumed names other than specifically listed on Schedule 4(n) attached hereto. (o) Any invoice or written communication that Seller will send to FGI by facsimile transmission or email will be a duplicate of the original. (p) Any electronic communication of data, whether by e-mail, tape, disk, or otherwise, that Seller remits or causes to be remitted to FGI shall be authentic and genuine. (q) Seller has obtained and will obtain all licenses, permits, franchises or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign that would in any way adversely affect authorizations necessary for the ownership of its property and for the conduct of its business. (r) After giving effect to the transactions contemplated hereinunder this Agreement, Seller is and will be solvent, is and will be able to pay its debts as they become due, and has and will have capital sufficient to carry on its business and all businesses in which it is or will be about to engage, and now owns and will own property having a value both at fair valuation and at fair salable value greater than the amount required to pay Seller’s debts. Seller will not be rendered insolvent by the execution and delivery of this Agreement or by the transactions contemplated hereunder. (ds) Seller possesses valid legal rights shall continue in the business presently operated by it using its best efforts to maintain its customers and title to all of the Equipment, free from all pledges, liens, security interests, encumbrances or chargesgoodwill. (et) All necessary approvals Seller shall deliver written notice to FGI promptly upon becoming aware of the existence of (i) any condition or event which constitutes a Default or Event of Default, specifying the nature and authority period of existence thereof and what action Seller is taking (and proposes to enter into this Agreement take) with respect thereto or (ii) any notice of default, oral or written, given to Seller by any creditor for indebtedness for borrowed money in excess of $50,000 (or the equivalent thereof in any currency). (u) Seller shall permit any of FGI’s officers or other representatives to visit and bind inspect upon reasonable notice during business hours any of the locations of Seller, to examine and audit all of Seller’s books of account, records, reports and other papers, to make copies and extracts therefrom and to discuss its affairs, finances and accounts with its officers, employees and independent accountants all at Seller’s expense at the standard rates charged by FGI for such activities, plus FGI’s reasonable out-of-pocket expenses. Such expenses incurred shall be limited to $30,000 in the course of a year (unless an Event of Default then exists and is continuing in which case Seller shall reimburse FGI for reasonable out-of-pocket expenses for all visits). (v) Seller agrees that, immediately upon becoming aware of any development or other information outside the ordinary course of business, excluding matters of a general economic, financial or political nature, which would reasonably be expected to have been obtaineda material adverse effect on the properties, business, financial condition or prospects of Seller, it shall give to FGI telephonic notice specifying the nature of such development or information and such anticipated effect. In addition, such verbal communication shall be confirmed by written notice thereof to FGI on the same day such verbal communication is made or the next business day thereafter. (w) Seller will immediately notify FGI in writing in the event that Seller becomes a party to or obtains any rights with respect to any Commercial Tort Claim. Such notification shall include information sufficient to describe such Commercial Tort Claim, including, but not limited to, the person executing parties to the claim, the court in which the claim was commenced, the docket number assigned to such claim, if any, and a detailed explanation of the events that gave rise to the claim. All Commercial Tort Claims to which Seller has any rights as of the date hereof are listed on Schedule 4(w) attached hereto. Seller shall execute and deliver to FGI all documents and/or agreements necessary to grant FGI a security interest in such Commercial Tort Claim to secure the Obligations. Seller authorizes FGI to file (without Seller’s signature) Financing Statements as FGI deems necessary to perfect its security interest in any Commercial Tort Claim. (x) Seller shall provide FGI with written notice of any letters of credit for which Seller is the beneficiary. Seller shall execute and deliver (or cause to be executed or delivered) to FGI all documents and agreements as FGI may require in order to obtain and perfect its security interest in the related Letter-of-Credit Rights. (y) Seller shall not engage in any transaction or series of related transactions pursuant to which (A) a Person or group of Persons acquires (i) voting securities of Seller constituting greater than 50% of the issued and outstanding voting securities of Seller and/or entitling such Person or group to elect a majority of Seller’s board of directors (whether by merger, amalgamation, consolidation, recapitalization, division, conversion or otherwise) without the consent of FGI and which consent shall not be unreasonably withheld or delayed or (ii) all or substantially all of Seller’s assets determined on a consolidated basis, or (B) Seller is wound up, dissolved or liquidated or otherwise ceases to be in existence in the form as of the date hereof. (z) Excepting the endorsement in the ordinary course of business of negotiable instruments for deposit or collection, Seller shall not become or be liable, directly or indirectly, primary or secondary, matured or contingent, in any manner, whether as guarantor, surety, accommodation maker, or otherwise, for the existing or future indebtedness of any kind of any Person without the consent of FGI and which consent shall not be unreasonably withheld or delayed. (aa) Seller shall not without FGI’s prior written consent: (i) declare or pay or make any forms of distribution or dividend to holders of Seller’s capital stock, membership interest or other equity interest; (ii) declare or pay any bonus compensation to its officers if a Default or Event of Default exists or would result from the payment thereof; or (iii) hereafter incur or become liable for any indebtedness. (bb) Seller shall not make or have outstanding loans, advances, extensions of credit or capital contributions to, or investments in, any Person other than with Affiliates with which it is consolidated for accounting purposes and other than those in existence as of the date hereof. (cc) Seller shall not use FGI’s name in connection with any of its business operations other than in connection with references to this Agreement agreement. Nothing herein contained is intended to permit or authorize Seller to make any contract on behalf of Seller has express authority to do so and, in doing, to bind Seller hereto and the execution of this Agreement by Seller does not violate any provision of any by-law, charter, regulation or any other governing authority of SellerFGI. (fdd) At Seller shall not become or be a party to any contract or agreement which at the time of becoming a party to such time as Buyer exercises its right contract or agreement materially impairs Seller’s ability to purchase the Equipment perform under the Lease this Agreement, or under any other instrument, agreement or document to which Seller will transfer to Buyer all of its right, title and interest in and to the Equipment, free and clear of any Third Party is a party or by which it is or may be bound. (as defined herein belowee) rights or other encumbrances, and Buyer shall have the right to sell, license, assign or otherwise convey the Equipment to any Third Party. Seller shall agree not amend any license agreements with respect to execute any Inventory without the prior written consent of FGI and all instruments and agreements to effect the conveyance and assignment of the Equipment as Buyer may deem necessary. The term "Thirdwhich consent shall not be unreasonably withheld or delayed.

Seller’s Representations, Warranties and Covenants. Seller hereby representsrepresents and warrants to Buyer, warrants and and, where applicable, covenants to Buyer thatas follows: (a) Seller is a corporation limited partnership duly organizedformed, validly existing and in good standing under the laws of California the State of Texas and has all requisite corporate the full company power and authority to enter into and perform this Agreement and the transactions contemplated hereby. (b) All requisite corporate action has been authorized for the execution and delivery to Buyer of this Agreement and the agreements contemplated hereunder and for the performance of Seller's obligations hereunder. This Agreement is a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. (c) There are no actions, suits or proceedings pending or, to the best of the knowledge of Seller, threatened against or affecting Seller or of which the Equipment is the subject matter or any proceedings with respect to Seller or any of the Equipment before any federal, state or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign that would in any way adversely affect the transactions contemplated herein. (d) Seller possesses valid legal rights in and title to all of the Equipment, free from all pledges, liens, security interests, encumbrances or charges. (e) All necessary approvals and authority to enter into this Agreement and bind Seller have been obtained, to carry out the transactions contemplated hereby to be carried out by it. The person executing signing this Agreement and any documents and instruments in connection herewith on behalf of Seller has express full partnership power and authority to do so andso. (b) Upon execution, in doing, to bind delivery and performance by Seller hereto and the execution of this Agreement and such other instruments and documents to be executed and delivered in connection herewith by Seller does not violate do not, and will not, result in any violation of, or conflict with or constitute a default under, any provision of any by-Agreement of Seller or any mortgage, deed of trust, indenture, lease, security agreement, or other instrument or agreement to which Seller is a party, or any judgment, writ, decree, order, injunction, rule or governmental regulation to which it is subject. (c) Seller, to the best of Seller's knowledge, is not prohibited from consummating the transaction contemplated by this Agreement by any law, charterrule, regulation regulation, instrument, agreement, order or judgment. (d) There are no attachments, levies, executions, assignments for the benefit of creditors, receiverships, conservator ships, or voluntary of involuntary proceedings in bankruptcy or pursuant to any other debtor relief laws contemplated by Seller or filed by Seller or, to the best of Seller's knowledge, pending in any current judicial or administrative proceedings against Seller. (e) To the best of Seller's knowledge, except as disclosed in any environmental report obtained or reviewed by Buyer, the Property has never been utilized for the treatment, storage or disposal of hazardous substances or wastes or petroleum products, except in accordance with all applicable laws and/or in de minimums amounts, and to the best of Seller's knowledge no hazardous substances or wastes or petroleum products have ever been located on the Property, except in accordance with all applicable laws and/or in de minimums amounts. Seller has not conducted and has no knowledge that others have conducted any activity on the Property which could have toxic results and Seller has not received any written notice of any proceeding or any other inquiry by any governmental agency with respect thereto. Seller has not received any written notice of any violations of any local, state or federal statutes or laws governing authority the generation, treatment, storage, disposal, or clean-up of Sellerhazardous substances, including, without limitation, under the Toxic Substance Control Act of 1976, as hereafter amended, or the Resource Conservation and Recovery Act of 1976, as amended by the Hazardous and Solid Waste Amendments of 1984 (as they may be hereafter amended), the Comprehensive Environmental Response, Compensation and Liability Act, as amended by Superfund Amendments and Reauthorization Act of 1986, as hereafter amended. (f) At such To the best of Seller's knowledge: except as set forth in any commitment or title policy obtained by Buyer, no improvement district is planned that would include the Property, and there are no assessment liens against the Property. (g) Seller represents that: (i) the Shell Improvements have been or, upon Closing, will be completed in a good and workmanlike manner; and in accordance with the Shell Plans and Specifications, using new and first-quality materials, equipment and fixtures in accordance with the Shell Plans and Specifications; (ii) sewer service, water service, electricity, and telephone service are available or will be upon Closing available to the Property. (h) Seller covenants and agrees to deliver the Limited Warranty to Buyer at Closing. From and after the one (1) year period, Seller shall not have any liability whatsoever with respect to the representations or warranties contained in this paragraph 14, or the Limited Warranty. Buyer shall provide to Seller after Closing, reasonable access to the Property, from time to time, as Buyer exercises is necessary or appropriate for Seller to carry out its right to purchase the Equipment post-Closing obligations under the Lease this Agreement, Seller will transfer including, without limitation, pursuant to Buyer all of its right, title and interest this paragraph 14(h). All references to Seller's knowledge in and this paragraph 15 shall refer to the Equipmentcurrent actual knowledge of Xxx Ahdamy, free and clear member of Seller, without the obligation to conduct any Third Party (as defined herein below) rights additional investigation or other encumbrances, and Buyer shall have the right to sell, license, assign or otherwise convey the Equipment to any Third Party. Seller shall agree to execute any and all instruments and agreements to effect the conveyance and assignment of the Equipment as Buyer may deem necessary. The term "Thirdinquiry.

Seller’s Representations, Warranties and Covenants. Seller hereby represents, warrants and covenants to Buyer thatPurchaser as follows, provided that in the event any warranty or representation is false or inaccurate or any covenant is breached in any material fashion as of the Closing Date or any time thereto, Purchaser may terminate this Contract: (a) a. Seller is and will be at the time of closing hereunder, the present owner of marketable title to the Property in fee simple absolute. b. The Property is not subject to any sale contract or other agreement concerning the transfer or lease of the Property, and Seller shall not enter into any such sale contract or agreement with respect to the Property at any time prior to Closing and so long as this Contract is in effect. c. Seller is a corporation North Carolina general partnership, duly organizedformed, validly existing and in good standing under the laws of California and the state of its formation. Seller has all requisite corporate necessary power to execute and authority to enter into deliver this Contract and perform all its obligations hereunder. The execution, delivery and performance of this Agreement Contract by Seller (i) has been duly and validly authorized by all necessary action on the transactions contemplated herebypart of Seller, (ii) does not conflict with or result in a violation of its organizational documents, or any judgment, order or decree of any court or arbiter in any proceeding to which Seller is a party, and (iii) does not conflict with or constitute a breach of, or constitute a default under, any contract, agreement or other instrument by which Seller or the Property is bound or to which Seller is a party. (b) All requisite corporate action has been authorized for d. Seller does not have knowledge of any structural or other material defect in the improvements on the Property. e. The execution and delivery to Buyer of this Agreement Contract by Seller and the agreements contemplated performance by Seller of its obligations hereunder and for the performance will not conflict with or result in a breach of Seller's obligations hereunder. This Agreement is a valid and binding obligation any order, judgment, writ, injunction or decree of Seller, enforceable against Seller in accordance with its termsany court or governmental instrumentality. (c) There are no actionsf. Seller and its general partners, suits agents, employees and attorneys have not received notice of any violation of any fire, zoning, building or proceedings pending or, health laws or regulations or of any other governmental violation which affects the Property and Seller has not received notice from any governmental authority requiring any alterations or modifications to the best of Property. In the event Seller obtains knowledge of Seller, threatened against or affecting Seller or of which the Equipment is the subject matter or any proceedings with respect to Seller or any of the Equipment before any federal, state or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign that would in any way adversely affect the transactions contemplated herein. (d) Seller possesses valid legal rights in and title to all of the Equipment, free from all pledges, liens, security interests, encumbrances or charges. (e) All necessary approvals and authority to enter into this Agreement and bind Seller have been obtained, the person executing this Agreement on behalf of Seller has express authority to do so and, in doing, to bind Seller hereto and the execution of this Agreement by Seller does not violate any provision receives notice of any by-law, charter, regulation or any other governing authority of Seller. (f) At such time as Buyer exercises its right to purchase the Equipment under the Lease Agreementviolation, Seller will transfer to Buyer all of its right, title shall immediately notify Purchaser in writing and interest in and to the Equipment, free and clear of any Third Party (as defined herein below) rights or other encumbrances, and Buyer Purchaser shall have the right right, within twenty (20) days after the receipt of such notice from Seller, to sell, license, assign terminate this Contract or otherwise convey to accept the Equipment to any Third Party. Seller shall agree to execute any Property "as is" and all instruments and agreements to effect close on the conveyance and assignment purchase of the Equipment as Buyer may deem necessary. The term "ThirdProperty, with Purchaser being given credit to the Total Purchase Price equal to the reasonably anticipated expense of curing such violations; provided, that Purchaser

Seller’s Representations, Warranties and Covenants. Seller hereby represents, warrants and covenants to Buyer that: (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of California and has all requisite corporate power and authority to enter into and perform this Agreement and the transactions contemplated hereby. (b) All requisite corporate action has been authorized for the execution and delivery to Buyer of this Agreement and the agreements contemplated hereunder and for the performance of Seller's obligations hereunder. This Agreement is a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. (c) There are no actions, suits or proceedings pending or, to the best of the knowledge of Seller, threatened against or affecting Seller or of which the Equipment is the subject matter or any proceedings with respect to Seller or any of the Equipment before any federal, state or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign that would in any way adversely affect the transactions contemplated herein. (d) Seller possesses valid legal rights in and title to all of the Equipment, free from all pledges, liens, security interests, encumbrances or charges. (e) All necessary approvals and authority to enter into this Agreement and bind Seller have been obtained, the person executing this Agreement on behalf of Seller has express authority to do so and, in doing, to bind Seller hereto and the execution of this Agreement by Seller does not violate any provision of any by-law, charter, regulation or any other governing authority of Seller. (f) At such time as Buyer exercises its right to purchase the Equipment under the Lease Agreement, Seller will transfer to Buyer all of its right, title and interest in and to the Equipment, free and clear of any Third Party (as defined herein below) rights or other encumbrances, and Buyer shall have the right to sell, license, assign or otherwise convey the Equipment to any Third Party. Seller shall agree to execute any and all instruments and agreements to effect the conveyance and assignment of the Equipment as Buyer may deem necessary. The term "ThirdThird Party" as used herein means any person or entity that is not a party to this Agreement. *** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission.

Seller’s Representations, Warranties and Covenants. Seller and the R/E Owner hereby representsmake the following representations, warrants warranties and covenants covenants, each of which shall be deemed to be a separate representation, warranty and covenant, all of which have been made for the purpose of inducing Buyer thatto join in and execute this Agreement, and in reliance on which Buyer has entered into this Agreement, all of which shall survive the Closing of this transaction: (a) a. Seller is a corporation duly organized, validly existing and in good standing under the laws of California the State of Florida, with full power under its Articles of Incorporation and has all requisite corporate power By-Laws to carry on its business as now being conducted and authority to enter into and to perform this Agreement and the transactions contemplated hereby.Agreement; and (b) All requisite corporate action has been authorized for the b. The execution and delivery to Buyer of this Agreement and the agreements contemplated hereunder and for the performance of has been duly authorized by Seller's obligations hereunder. This directors and shareholders, and this Agreement is has been duly executed and delivered to Buyer and constitutes a legal, valid and binding obligation of Selleragreement, enforceable against Seller in accordance with its terms.; and (c) There are no actionsc. On the Closing Date, suits or proceedings pending or, to the best of the knowledge of Seller, threatened against or affecting Seller or of which the Equipment is the subject matter or any proceedings with respect to Seller or any of the Equipment before any federal, state or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign that would in any way adversely affect the transactions contemplated herein. (d) Seller possesses valid legal rights in will convey good and marketable title to all of the EquipmentAssets, free from and clear of all pledges, liens, security interestspledges and encumbrances whatsoever, except as set forth on Schedule 3A. Seller represents that all liens and encumbrances or charges.reflected on that Schedule are fully assumable by the Buyer; and (e) All necessary approvals d. Except for restrictions in the R/E Owner's first and authority to enter into this Agreement and bind Seller have been obtainedsecond mortgage on obtaining secondary financing, the person executing this Agreement on behalf of Seller has express authority to do so and, in doing, to bind Seller hereto execution and the execution performance of this Agreement by Seller does will not violate any provision order, rule, judgment or decree to which Seller and R/E Owner are subject or breach any contract, agreement or other commitment to which Seller and/or RE Owner is a party or by which Seller and/or R/E Owner are bound; and e. There is no litigation, action, suit, investigation or other proceeding pending or threatened which may give rise to any claim against any of the Assets, the Real Estate or adversely affect Seller's or the R/E Owner's ability to perform in accordance with the terms of this Agreement, and Seller and R/E Owner are not aware of any by-lawfacts which could reasonably result in any such proceeding; and f. Between the date hereof and the Closing Date, charterthe Business shall be conducted in the ordinary course and in accordance with the Preclosing Guidelines attached hereto as Schedule 9F. Executive compensation and reimbursements shall be maintained at the levels existing at the time this Agreement is executed; and g. On the date of Closing, regulation Seller and R/E Owner have or any other governing authority of Seller. (f) At such time as will have complete and unrestricted power to sell, transfer and deliver to the Buyer exercises its right to purchase the Equipment Assets and Real Estate Mortgage provided for under the Lease terms of this Agreement, Seller will transfer and the instruments executed or to Buyer all of its right, title be executed and interest in and delivered to the EquipmentBuyer hereunder are or will thereupon be valid in accordance with their terms, and will effectively vest in the Buyer good and marketable title to such Assets and a valid third mortgage lien upon the Real Estate, free and clear of any Third Party and all liabilities, obligations, and encumbrances, except as otherwise provided herein; and h. There are no judgments, liens, actions or proceedings pending against Seller or R/E Owner in any court or agency which would impair the value of the Assets being sold hereunder or restrict their right and authority to convey said Assets and Real Estate Mortgage to Buyer, free and clear of all liens, encumbrances or claims of any kind, except as otherwise described herein; and i. The Business of Seller is presently conducted and will be conducted until the date of Closing in accordance with generally accepted accounting principals and, except as otherwise disclosed herein, in compliance with all laws, rules and regulations of the local, state and federal governments in effect and pertaining to said business and its operations. Except for restrictions in the R/E Owner's first and second mortgage on obtaining secondary financing, the transfer of the Assets and Real Estate Mortgage will in no way violate any laws or regulations, or constitute any breach of any agreement that Seller or R/E Owner may be a party to. Seller and R/E Owner will do nothing to adversely affect the continuous operation of the Business or cause waste to the Real Estate; and j. There are no outstanding taxes or accounts payable prior to the date of Closing for which Buyer or the R/E Owner will be obligated to pay, or which might result in a lien or levy upon the Assets or Real Estate, except as otherwise provided herein. k. Seller and R/E Owner are aware of no occurrence, event, action, omission, governmental plan or regulation that has, or is likely to have, a substantial and negative impact on the Real Estate or any goodwill associated with the Seller, the name "The G&L Group", the operation of the Business, or the validity of the Existing Orders, Seller's contracts with its Clients, employees, vendors; and l. Other than those disclosed herein or attached to this Agreement there are no service contracts, employment agreements, license agreements, independent contractor agreements, executory contracts, supplier contracts, leases, equipment leases, maintenance agreements or other agreements relative to the Real Estate, operation of the Business or the Assets; and m. Buyer has been provided access to all financial business, banking, employment and other records relative to the operation of the Business and the Assets (the "Records"). R/E Owner and Seller have maintained the Records in the ordinary course of business and have not kept them or altered them in such a manner to be deceptive or misleading; and n. Pending Closing (on this Agreement) Seller and R/E Owner shall not cause or permit sale or dissipation of any of the Assets or waste of the Real Estate, except in the ordinary course of business; and o. Neither R/E Owner nor Seller are not a party to, subject to or bound by, any agreement with any lender or otherwise, or by any judgment, order, writ, injunction or decree of any court or governmental body which could prevent or would be violated by the carrying out of this Agreement except for restrictions in the R/E Owner's first and second mortgage on obtaining secondary financing; and p. Seller and James Lobel hereby agree that xxxx xxxxx not, whether directly or indirectly, alone or together, either as an individual or as a partner, joint venturer, employee or agent of any other person or entity, for a period of three (3) years from the date of Closing, engage in the business of advertising or marketing, in any capacity. Seller and James Lobel further agree thax xxxxxxxxxt with closing, they shall execute and deliver to the Buyer, in a form satisfactory to the Buyer, a Non-compete and Confidentiality Agreement according to the terms of this section. The territory to which this Non-compete Agreement extends shall encompass the Continental United States. This being the territory serviced or contemplated to be serviced by the Seller. James Lobel shall be bound by xxxx xxxxxnty of non-competition and shall execute the Non-compete Agreement in his individual capacity at the time of Closing. Should James Lobel direct his executxxx xxxxxxxation be paid through Harvey Studios, Inc., that coxxxxx (together with its officers, directors and shareholders) will join in the execution of the Non-Compete and Confidentiality Agreement. q. R/E Owner and Seller represent and warrant that, as of the date hereof, they have no knowledge of any hazardous substances as defined herein below) rights by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CIRCLA"), 42 USC 9601(14), pollutants or contaminants as defined by the Resource Conservation and Recovery Act ("RCRA"), 42 USC Section 6903 (5), or other encumbrancessimilar applicable federal or state laws and regulations; and that no asbestos, PCBs or urea formaldehyde have been generated, released, stored, or deposited over, beneath, or on the premises or on or in any structures located on the premises from any source whatsoever by Seller or R/E Owner, their predecessors in interest in the premises, or any other person. Seller and R/E Owner covenant that they will indemnify, hold harmless, and defend Buyer shall have the right to sell, license, assign or otherwise convey the Equipment to any Third Party. Seller shall agree to execute from any and all instruments claims, loss, damage, response costs, and agreements expenses arising out of or in any way relating to effect a breach of these environmental representations (but only to the conveyance extent that they would otherwise have liability under CIRCLA, RCRA or other similar applicable federal or state laws or regulations), including but not limited to: (a) claims of third parties (including governmental agencies), for damages, penalties, response costs, injunctive or other relief; (b) expenses, including fees of attorneys and assignment experts, of reporting the existence of hazardous substances or hazardous wastes to any governmental agency; (c) any and all expenses or obligations, including attorneys' fees, incurred at, before, or after any trial or appeal therefrom or administrative proceeding or appeal therefrom, whether or not taxable as costs, including, without limitation, attorneys' fees, paralegal's fees, witness fees (expert and otherwise), deposition costs, copying and telephone charges and other expenses, all of which shall be paid by Seller and R/E Owner when accrued. r. Seller shall not affect any significant modifications of the Receivables, Existing Orders, in contracts with Clients, employees, vendors or independent contractors without the prior written consent of the Buyer. Seller may obtain additional Clients, Receivables and Existing Orders during the period subsequent to this Agreement and prior to Closing, which may be assumed by Buyer, at Buyer's election. s. All Contracts, service agreements, leases and other similar executory agreements assigned herein are fully assignable by Buyer. t. All of the Assets are presently located at the Real Estate and will be located there at the time of the Closing, except only as diminished in the ordinary course of business; and u. Seller has, to the best of its knowledge, filed all required federal, state and local tax returns or reports relating to its business. Seller has no knowledge of a default under or a violation of any applicable statute, law, ordinance, decree, order, rule, regulation, or license of any governmental body, which had or may have a material adverse effect upon the Business or the Assets; and v. R/E Owner warrants and represents that it will remain current on all obligations which are secured by a lien or mortgage on the Real Estate. Further, the R/E Owner warrants that the Real Estate is presently encumbered by a first mortgage in favor of Gateway in the approximate principal balance of $296,000 and a second mortgage in favor of SBA's designee in the approximate principal balance of $260,000 and no other liens exist. w. Seller and R/E Owner are aware of no litigation, action, suit, investigation, claims, or facts likely to give rise to claims held or asserted by Seller's present or former employees, vendors, any other Buyers (who may have negotiated with Seller for purchase of any of the Assets or Real Estate), and real estate broker or independent contractors, other than those detailed below ____________________________N/A_______________ . x. Seller warrants that the scheduled Receivables are and will be 100% collectible within 6 months after Closing, that the Equipment as Buyer may deem necessary. The term "Thirdwill be in working order at the time of Closing, and that the Schedule of Clients accurately reflects Seller's Clients and their relationship with the Seller.