Common use of Grantor Clause in Contracts

Grantor. MERCATOR SOFTWARE, INC., a Delaware Corporation, as Grantor By: Title: Agreed and consented to as of the date first above written: FOOTHILL CAPITAL CORPORATION, a California corporation, as Agent By: Title: SIGNATURE PAGE FOR THE COPYRIGHT SECURITY AGREEMENT STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the __ day of December, 2002, before me personally came ________________________________________to me known, who, being by me duly sworn, did depose and say he resides at ______________________________________________________ _________________________________________________________________ and that he is the ____________________of MERCATOR SOFTWARE, INC., the corporation described in and which executed the above instrument; that he has been authorized to execute said instrument on behalf of said corporation; and that he signed said instrument on behalf of said corporation pursuant to said authority. ______________________ Notary Public [Notarial Seal] STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the __day of December, 2002, before me personally came _________________________________________to me known, who, being by me duly sworn, did depose and say he resides at _____________________________________________________ _______________________________________________________________________________and that he is the of FOOTHILL CAPITAL CORPORATION, the corporation described in and which executed the above instrument; that he has been authorized to execute said instrument on behalf of said corporation; and that he has signed said instrument on behalf of said corporation pursuant to said authority. ______________________ Notary Public [Notarial Seal] SCHEDULE I: COPYRIGHTS AND COPYRIGHT REGISTRATIONS SEE ATTACHED. SCHEDULE II: LICENSES

Grantor. MERCATOR SOFTWARERRE BENT OAKS HOLDINGS, INC.LLC, a Delaware Corporation, as Grantor limited liability company By: Title: Agreed and consented to as of the date first above written: FOOTHILL CAPITAL CORPORATION, a California corporation, as Agent By: Title: SIGNATURE PAGE FOR THE COPYRIGHT SECURITY AGREEMENT STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the __ day of December, 2002, before me personally came :__________________________ Name: Title: Acknowledgment STATE OF § § COUNTY OF § BEFORE ME, the undersigned, a Notary Public in and for said County and State, on this day personally appeared _______________, known to me known, who, being by me duly sworn, did depose and say he resides at to be the _______________ of RRE Bent Oaks Holdings, LLC, the limited liability company that executed the foregoing instrument, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the said limited liability company, and that he/she executed the same as the act of such limited liability company for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this _____ day of ___________, 2016. __________________________________________ Notary Public My Commission Expires:______________ Exhibit A – Legal Description Exhibit B - Permitted Exceptions LW:1033795.4 EXHIBIT A TO DEED LW:1033795.4 EXHIBIT B TO DEED PERMITTED EXCEPTIONS LW:1033795.4 EXHIBIT C XXXX OF SALE AND ASSIGNMENT THIS XXXX OF SALE AND ASSIGNMENT (the “Assignment”) is made as of _________________, 2016, by RRE BENT OAKS HOLDINGS, LLC, a Delaware limited liability company (“Seller”), in favor of _________________________________________________, a ________________ and that he is the ____________________of MERCATOR SOFTWARE, INC(“Buyer”)., the corporation described in and which executed the above instrument; that he has been authorized to execute said instrument on behalf of said corporation; and that he signed said instrument on behalf of said corporation pursuant to said authority. ______________________ Notary Public [Notarial Seal] STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the __day of December, 2002, before me personally came _________________________________________to me known, who, being by me duly sworn, did depose and say he resides at _____________________________________________________ _______________________________________________________________________________and that he is the of FOOTHILL CAPITAL CORPORATION, the corporation described in and which executed the above instrument; that he has been authorized to execute said instrument on behalf of said corporation; and that he has signed said instrument on behalf of said corporation pursuant to said authority. ______________________ Notary Public [Notarial Seal] SCHEDULE I: COPYRIGHTS AND COPYRIGHT REGISTRATIONS SEE ATTACHED. SCHEDULE II: LICENSES

Grantor. MERCATOR SOFTWARESigned, INC.Sealed and delivered in the presence of: Village at Xxxxxxx Park, a Delaware CorporationLLC, as Grantor By: Title: Agreed and consented to as of the date first above written: FOOTHILL CAPITAL CORPORATION, a California corporation, as Agent By: Title: SIGNATURE PAGE FOR THE COPYRIGHT SECURITY AGREEMENT STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the __ day of December, 2002, before me personally came ________________________________________to me known, who, being by me duly sworn, did depose and say he resides at ______________________________________________________ a Delaware limited liability company Print Name:___________________________________ By: PR Villages at Xxxxxxx Park, _______________________________ and that he is the ____________________of MERCATOR SOFTWARELLC, INC., the corporation described in and which executed the above instrument; that he has been authorized to execute said instrument on behalf of said corporation; and that he signed said instrument on behalf of said corporation pursuant to said authority. _a Delaware limited Print Name:_____________________ Notary Public [Notarial Seal] company, its Authorized Member By: PRISA LHC, LLC, a Delaware limited liability company, its Sole Member By: Name: Title: Exhibit D, Page 5 STATE OF NEW YORK ) ) ss.: __________ § § COUNTY OF NEW YORK ) On the __day of December_______ § On , 20022016, before me, the undersigned, a notary public in and for said State, personally appeared , personally known to me personally came (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) and that, by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. _________________________________________to me known, who, being by me duly sworn, did depose and say he resides at _______________________________Notary Public My Commission Expires: ______________________ _______________________________________________________________________________and that he Exhibit D, Page 6 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY Exhibit D, Page 7 EXHIBIT E FORM OF XXXX OF SALE THIS XXXX OF SALE (this “Xxxx of Sale”), is executed as of , 2016 by Village at Xxxxxxx Park, LLC, a Delaware limited liability company (“Seller”) for the benefit of FOOTHILL CAPITAL CORPORATION[INSERT NAME OF BUYER], the corporation described in and which executed the above instrument; that he has been authorized to execute said instrument on behalf of said corporation; and that he has signed said instrument on behalf of said corporation pursuant to said authority. ______________________ Notary Public [Notarial SealINSERT ORGANIZATIONAL INFO FOR BUYER] SCHEDULE I: COPYRIGHTS AND COPYRIGHT REGISTRATIONS SEE ATTACHED. SCHEDULE II: LICENSES(“Buyer”).

Grantor. MERCATOR SOFTWARESigned by the Grantor on the date hereof. If the Grantor is a corporation, INC., this Deed is signed by a Delaware Corporation, as Grantor By: Title: Agreed and consented corporate officer who has authority to as (a) convey all interests of the date first above writtencorporation that are conveyed by this Deed, and (b) to bind the corporation with respect to all matters dealt with herein. _________________________________ Signed, sealed and delivered in The presence of or attested by: FOOTHILL CAPITAL CORPORATION______________________ [ seal ] ______________________ [ seal ] ______________________ [ seal ] ______________________ [ seal ] CERTIFICATE OF ACKNOWLEDGEMENT BY INDIVIDUAL State of New Jersey, County of _________________________________ I am either (check one) ____ a California corporationNotary Public or ____ a ______________________, as Agent By: Title: SIGNATURE PAGE FOR THE COPYRIGHT SECURITY AGREEMENT STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) an officer authorized to take acknowledgements and proofs in the state of New Jersey. I sign this acknowledgement below to certify that it was executed before me. On this the _____ day of December___________________, 2002, before me personally came 20___ _________________________________________ appeared before me in person. (If more than one person appears, the words “this person” shall include all persons named who appeared before the officer making this acknowledgement). I am satisfied that this person is the person named in and who signed this Deed. This person also acknowledged that the full and actual consideration paid or to me knownbe paid for the transfer of title to realty evidenced by this Deed, whoas such consideration is defined in P.L. 1968, being by me duly swornc. 49, did depose and say he resides at sec. 1(c), is $____________________________. __________________________________________________ ________________________________Officer’s signature: Sign above, and print stamp or type name below CORPORATE PROOF BY SUBSCRIBING WITNESS State of New Jersey, County of _________________________________ and that he is the ____________________of MERCATOR SOFTWARE, INC., the corporation described in and which executed the above instrument; that he has been authorized to execute said instrument on behalf of said corporation; and that he signed said instrument on behalf of said corporation pursuant to said authority. __________________I am either (check one) ____ a Notary Public [Notarial Seal] STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the or __day of December, 2002, before me personally came __ a ______________________, an officer authorized to take acknowledgements and proofs in the state of New Jersey. On this the _____ day of ___________________to me known, who, being by me duly sworn, did depose and say he resides at 20_______________________, ______________________________ _______________________________________________________________________________(hereinafter the “Witness”) appeared before me in person. The Witness was duly sworn by me, and that he under oath stated and proved to my satisfaction that: 1 The Witness is the of FOOTHILL CAPITAL CORPORATION, the corporation described in and which executed the above instrument; that he has been authorized to execute said instrument on behalf of said corporation; and that he has signed said instrument on behalf of said corporation pursuant to said authority. ______________________ Notary Public [Notarial Seal] SCHEDULE I: COPYRIGHTS AND COPYRIGHT REGISTRATIONS SEE ATTACHED. SCHEDULE II: LICENSESsecretary of the corporation which is the Grantor described as such in this deed (hereinafter the “Corporation”).

Grantor. MERCATOR SOFTWARE, INC.By: KBS Legacy Partners Properties LLC, a Delaware Corporationlimited liability company, as Grantor its sole member By: KBS Legacy Partners Limited Partnership, a Delaware limited partnership, its sole member By: KBS Legacy Partners Apartment REIT, Inc., a Maryland corporation, its sole general partner By: ___________________________ Name: _____________________ Title: Agreed and consented ______________________ GRANTEE: ELITE STREET CAPITAL LOFTS DE, LP, a Delaware limited liability company By: __________________________ Name: __________________________ Title: ___________________________ Note: St. Louis County requires the Grantee to as execute Deeds A Notary Public or other officer completing this certificate verifies only the identity of the date first above written: FOOTHILL CAPITAL CORPORATIONindividual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) COUNTY OF ) On _______________________ before me, __________________________, a California corporationnotary public, as Agent By: Title: SIGNATURE PAGE FOR THE COPYRIGHT SECURITY AGREEMENT STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the __ day of December, 2002, before me personally came appeared ________________________________________, who proved to me knownon the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), whoand that by his/her/their signature(s) on the instrument the person(s), being by me duly swornor the entity upon behalf of which the person(s) acted, did depose executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and say he resides at _______________________correct. WITNESS my hand and official seal. _______________________________ _________________________________________________________________ (Seal) Signature of Notary [INSERT NOTARY FOR GRANTEE] EXHIBIT A LEGAL DESCRIPTION The land referred to herein is situated in the City of St. Louis, State of Missouri, and that he is described as follows: TRACT 1: Xxx 0 xx Xxxxxxxxx xx Xxxxxx Xxxx, a subdivision in the ____________________City of MERCATOR SOFTWARESt. Louis, INC.Missouri, and being in City Block 4002, according to the corporation described plat thereof recorded in Plat Book 74 page 15 of the St. Louis City Records. TRACT 2: Lot 5A of the Resubdivision of Xxxx 0 xxx 0 xx Xxxxxxxxx xx Xxxxxx Xxxx, according to the plat recorded in Plat Book 74 page 15 and which executed being part of City Block 4002 of the above instrument; that he has been authorized City of St. Louis, according to execute said instrument on behalf plat recorded in Plat Book 82 page 22 of said corporation; the St. Louis City Records. TRACT 3: Rights and that he signed said instrument on behalf of said corporation easements appurtenant to Tracts 1 & 2 pursuant to said authority. ______________________ Notary Public [Notarial Seal] STATE OF NEW YORK ) ) ssthat certain Declaration of Covenants and Restrictions of The Highlands at Forest Park, recorded in Book 1624M page 1970 and amended by instrument recorded in Book 1671M page 4535, Book 10062004 page 0231, Book 10062004 page 0232 and Book 08292007 page 0206 of the St. Louis City Records.: COUNTY OF NEW YORK ) On the __day of December, 2002, before me personally came _________________________________________to me known, who, being by me duly sworn, did depose and say he resides at _____________________________________________________ _______________________________________________________________________________and that he is the of FOOTHILL CAPITAL CORPORATION, the corporation described in and which executed the above instrument; that he has been authorized to execute said instrument on behalf of said corporation; and that he has signed said instrument on behalf of said corporation pursuant to said authority. ______________________ Notary Public [Notarial Seal] SCHEDULE I: COPYRIGHTS AND COPYRIGHT REGISTRATIONS SEE ATTACHED. SCHEDULE II: LICENSES

Grantor. MERCATOR SOFTWARE, INC.OXFORD TRAIL JV LLC, a Delaware Corporationlimited liability company, as Grantor By: Title: Agreed and consented to as of the date first above written: FOOTHILL CAPITAL CORPORATIONOxford Trail Partners LLC, a California corporationGeorgia limited liability company, as Agent its managing member By: TitleOxford Trail Development LLC, Witness a Georgia limited liability company, Name: SIGNATURE PAGE FOR THE COPYRIGHT SECURITY AGREEMENT its managing member By: Witness W. Xxxxxx Xxxxx, Xx., Manager Name: STATE OF NEW YORK ) ) ss.: ___________ COUNTY OF NEW YORK ) On the _____________ day of December, 2002I HEREBY CERTIFY that on this date, before me, an officer duly authorized in the State aforesaid and in the County aforesaid, to take acknowledgments, the foregoing instrument was acknowledged before me personally came by ________________________________________to me known, who, being by me duly sworn, did depose and say he resides at ______________________________________________________ on behalf of _________________, a ____________________, freely and voluntarily under authority duly vested in him by said corporation. He is personally known to me or who has produced a driver’s license as identification. WITNESS my hand and official seal in the City and State last aforesaid this _____ day of ________________, 20__. Notary Public, State of ____________ at Large My Commission Expires: [Type, Print or Stamp Name] EXHIBIT A to Limited Warranty Deed EXHIBIT B to Limited Warranty Deed EXHIBIT D TO PURCHASE AND SALE AGREEMENT XXXX OF SALE XXXX OF SALE THIS XXXX OF SALE is made and delivered this _____ day of ___________, 20__, by OXFORD TRAIL JV LLC, a Delaware limited liability company (hereinafter referred to as “Seller”), and ___________________________________________________, a ______________ and that he is the ____________________of MERCATOR SOFTWARE, INC(hereinafter referred to as “Purchaser”)., the corporation described in and which executed the above instrument; that he has been authorized to execute said instrument on behalf of said corporation; and that he signed said instrument on behalf of said corporation pursuant to said authority. ______________________ Notary Public [Notarial Seal] STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the __day of December, 2002, before me personally came _________________________________________to me known, who, being by me duly sworn, did depose and say he resides at _____________________________________________________ _______________________________________________________________________________and that he is the of FOOTHILL CAPITAL CORPORATION, the corporation described in and which executed the above instrument; that he has been authorized to execute said instrument on behalf of said corporation; and that he has signed said instrument on behalf of said corporation pursuant to said authority. ______________________ Notary Public [Notarial Seal] SCHEDULE I: COPYRIGHTS AND COPYRIGHT REGISTRATIONS SEE ATTACHED. SCHEDULE II: LICENSES

Grantor. MERCATOR SOFTWARE, INC., a Delaware Corporation, as Grantor By: Title: Agreed and consented to as of the date first above written: FOOTHILL CAPITAL CORPORATIONXxxxx-Middlefield Business Park, a California corporation, as Agent limited partnership By: _______________________________________ Name: _________________________________ Title: SIGNATURE PAGE FOR THE COPYRIGHT SECURITY AGREEMENT ________________________________ STATE OF NEW YORK CALIFORNIA ) ) ss.: . COUNTY OF NEW YORK __________ ) On the __ day of December, 2002__________, before me me, ______________, personally came CAPACITY CLAIMED BY SIGNER -------------------------- appeared ________________________________________________, Though statute does not require [_] personally known to me known-OR- [_] proved to me on the the Notary to fill in the data basis of satisfactory below, whodoing so may prove evidence to be the person(s) invaluable to persons relying whose name(s) is/are on the document. subscribed to the within instrument and acknowledged to me that he/she/they [_] INDIVIDUAL executed the same in [_] CORPORATE OFFICERS(S) his/her/their authorized capacity(ies), being and that by me duly sworn, did depose and say he resides at _____________________________ his/her/their signature(s) Title(s) on the instrument the [_] PARTNER(S) [_] LIMITED person(s), or the entity [_] GENERAL upon behalf of which the person(s) acted, executed [_] ATTORNEY-IN-FACT the instrument. [_] TRUSTEE(S) [_] GUARDIAN/CONSERVATOR WITNESS my hand and official seal. [_] OTHER: ______________________ ______________________ SIGNER IS REPRESENTING: ---------------------- Name of Person(s) or Entity(ies) __________________________________ _________________________________ SIGNATURE OF NOTARY _________________________________ and that he is the STATE OF CALIFORNIA ) ) ss. COUNTY OF __________ ) On ___________, before me, ____________________of MERCATOR SOFTWARE, INC., the corporation described in and which executed the above instrument; that he has been authorized to execute said instrument on behalf of said corporation; and that he signed said instrument on behalf of said corporation pursuant to said authority. ______________________ Notary Public [Notarial Seal] STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the __day of December, 2002, before me personally came CAPACITY CLAIMED BY SIGNER -------------------------- appeared ________________________________________________, Though statute does not require [_] personally known to me known-OR- [_] proved to me on the the Notary to fill in the data basis of satisfactory below, whodoing so may prove evidence to be the person(s) invaluable to persons relying whose name(s) is/are on the document. subscribed to the within instrument and acknowledged to me that he/she/they [_] INDIVIDUAL executed the same in [_] CORPORATE OFFICERS(S) his/her/their authorized capacity(ies), being and that by me duly sworn, did depose and say he resides at _____________________________ his/her/their signature(s) Title(s) on the instrument the [_] PARTNER(S) [_] LIMITED person(s), or the entity [_] GENERAL upon behalf of which the person(s) acted, executed [_] ATTORNEY-IN-FACT the instrument. [_] TRUSTEE(S) [_] GUARDIAN/CONSERVATOR WITNESS my hand and official seal. [_] OTHER: ______________________ ______________________ SIGNER IS REPRESENTING: ---------------------- Name of Person(s) or Entity(ies) __________________________________ _________________________________ SIGNATURE OF NOTARY _________________________________ EXHIBIT A TO DEED ----------------- LEGAL DESCRIPTION OF PROPERTY All that certain real property in the City of Mountain View, County of Santa Xxxxx, State of California, described as follows: [Legal Description to be Inserted] EXHIBIT B TO DEED ----------------- [EPA Order to be attached] EXHIBIT C TO DEED ----------------- [List of Portion of MEW Site that are on NPL to be attached, if any] EXHIBIT I-1 ----------- DO NOT RECORD FILOR REQUESTS DO NOT RECORD STAMP VALUE DECLARATION OF TAX DUE: SEPARATE PAPER: (Revenue and Taxation Code 11932-11933) NOTE: This Declaration is not a public record Document #_______________and that he is the of FOOTHILL CAPITAL CORPORATION, the corporation described in and which executed the above instrument; that he has been authorized to execute said instrument on behalf of said corporation; and that he has signed said instrument on behalf of said corporation pursuant to said authority. ______________________ Notary Public [Notarial Seal] SCHEDULE IProperty located in: COPYRIGHTS AND COPYRIGHT REGISTRATIONS SEE ATTACHED. SCHEDULE II: LICENSES( ) Unincorporated

Grantor. MERCATOR SOFTWARE, INC., a Delaware Corporation, as Grantor ByGRANTOR: TitleGRANTOR: Agreed and consented to as of the date first above written: FOOTHILL CAPITAL CORPORATION, a California corporation, as Agent By: Title: SIGNATURE PAGE FOR THE COPYRIGHT SECURITY AGREEMENT -------------------------------- -------------------------------- -------------------------------------------------------------------------------- ACKNOWLEDGMENTS STATE OF NEW YORK MISSISSIPPI ) ) ss.: COUNTY OF NEW YORK ____________ ) On Personally appeared before me, the undersigned authority in and for the said county and state, on this _______ day of December___________________________, 2002_________, before me personally came within my jurisdiction, the within named ______________________________________, who acknowledged that (he)(she)(they) executed the above and foregoing instrument. __to me known__________________________________ Notary Public My Commission Expires:___________________ STATE OF MISSISSIPPI ) COUNTY OF ____________ ) Personally appeared before me, whothe undersigned authority in and for the said county and state, being by me duly swornon this _______ day of ___________________________, did depose and say he resides at _________, within my jurisdiction, the within named ______________________________________, who acknowledged that (he)(she)(they) executed the above and foregoing instrument. ____________________________________ Notary Public My Commission Expires:___________________ STATE OF MISSISSIPPI ) COUNTY OF XXXXXXXX ) Personally appeared before me, the undersigned authority in and for the said county and state, on this 13TH day of September, 2001, within my jurisdiction, the within named Xxxxx Xxxxxxxxx, who acknowledged that (he)(she)(they) is the President of Custom Pack corporation, and that for and on behalf of the said corporation, and as its act and deed (he)(she)(they) executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. /s/ Xxxxxx X. XxXxxxxx ------------------------------------ Notary Public NOTARY PUBLIC STATE OF MISSISSIPPI AT LARGE MY COMMISSION EXPIRES: Jul 31, 2005 BONDED THRU NOTARY PUBLIC UNDERWRITERS STATE OF MISSISSIPPI ) COUNTY OF ____________ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this _______ day of ___________________________, _________, within my jurisdiction, the within named ______________________________________, who acknowledged that (he)(she)(they) is the who acknowledged that (he)(she)(they) is _________________ of ____________________ and that he is the ____________________of MERCATOR SOFTWARE, INC., the corporation described in and which executed the above instrument; that he has been authorized to execute said instrument on behalf of said corporation; and that he signed said instrument on behalf of said corporation pursuant to said authority. _____a _________________ Notary Public [Notarial Seal] STATE OF NEW YORK corporation, and that for and on behalf of the said corporation, and as its act and deed (he)(she)(they) ) ss.: COUNTY OF NEW YORK ) On executed the __day of Decemberabove and foregoing instrument, 2002, before me personally came _________________________________________after first having been duly authorized by said corporation so to me known, who, being by me duly sworn, did depose and say he resides at _________________do. ____________________________________ _______________________________________________________________________________and that he is the of FOOTHILL CAPITAL CORPORATION, the corporation described in and which executed the above instrument; that he has been authorized to execute said instrument on behalf of said corporation; and that he has signed said instrument on behalf of said corporation pursuant to said authority. ___Notary Public My Commission Expires:___________________ Notary Public [Notarial Seal] SCHEDULE IA The real estate located in the County of XXXXXXXX, state of Mississippi, described as: COPYRIGHTS AND COPYRIGHT REGISTRATIONS SEE ATTACHEDATTACHED EXHIBIT "A". SCHEDULE II: LICENSESB 1ST AND 2ND DEED OF TRUST IN FAVOR OF SOUTHTRUST BANK.

Grantor. MERCATOR SOFTWARE, INC.SIGNED AND SEALED IN PREFCO FIVE LIMITED THE PRESENCE OF: PARTNERSHIP, a Delaware Corporation, as Grantor Connecticut limited Partnership _______________________________ Name: _________________________ By: Prefco V Holdings LLC, a Connecticut (Type or Print) limited liability company, its general partner Name: _________________________ By: Harlow Aircraft Inc., sole member (Type or Print) By: _______________________________ Name: _________________________ Title: Agreed and consented to as of the date first above written: FOOTHILL CAPITAL CORPORATION, a California corporation, as Agent By: Title: SIGNATURE PAGE FOR THE COPYRIGHT SECURITY AGREEMENT ________________________ [Affix Corporate seal] STATE OF NEW YORK CONNECTICUT ) ) ss: SS.: COUNTY OF NEW YORK HARTFORD ) On the ___ day of December________________, 20022003 before me, before the undersigned, a Notary Public in and for said State, personally appeared _______________, known to me personally came on the basis of satisfactory evidence to be the individual(s) whose name(s) is/are subscribed to the within instrument and acknowledged that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. ________________________________________ Notary Public EXHIBIT A TO EXHIBIT E-2 [legal descriptions to be attached at Closing] EXHIBIT B TO EXHIBIT E-2 [to be added at Closing as set forth in Title Policy] [GEORGIA - LAND ESTATE AND IMPROVEMENTS] Property Number: _to me known, who, being by me duly sworn, did depose and say he resides at ________ Street Address: _________________________ _________________________ _________________________ Prepared by and after recording Return to: ___________________________ _________________________________________________________________ and that he is the ____________________of MERCATOR SOFTWARE, INC., the corporation described in and which executed the above instrument; that he has been authorized to execute said instrument on behalf of said corporation; and that he signed said instrument on behalf of said corporation pursuant to said authority. ______________________ Notary Public [Notarial Seal] STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the __day of December, 2002, before me personally came _________________________________________to me known, who, being by me duly sworn, did depose and say he resides at _____________________________________________________ _______________________________________________________________________________and that he is the of FOOTHILL CAPITAL CORPORATION, the corporation described in and which executed the above instrument; that he has been authorized to execute said instrument on behalf of said corporation; and that he has signed said instrument on behalf of said corporation pursuant to said authority. __ STATE OF GEORGIA COUNTY OF _____________________ Notary Public LIMITED WARRANTY DEED (Estate for Years in Land and Fee Simple in Improvements) THIS INDENTURE is made the ___ day of ________________ , 2003 between PREFCO FIVE LIMITED PARTNERSHIP, a Connecticut limited partnership, successor in interest to PREFCO V LIMITED PARTNERSHIP, a Connecticut limited partnership ("Grantor"), the address of which is c/o Pitney Xxxxx Credit Corporation, 00 Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxx 00000, to AMERICAN FINANCIAL RESOURCE GROUP, LLC, a Delaware limited liability company ("Grantee"), having its principal place of business at_________________. WITNESSETH that: Grantor, for and in consideration of the sum of Ten and 00/100 Dollars ($10.00) in hand paid at and before the sealing and delivery of these presents, the receipt and adequacy of which are hereby acknowledged, has granted, bargained, sold, aliened, conveyed, and confirmed, and by these presents does grant, bargain, sell, alien, convey, and confirm unto Grantee an estate for years (the "Land Estate") in that parcel or parcels of land in __________________ County, Georgia, more particularly described in Exhibit A attached hereto and incorporated herein by reference and in Grantor's right, title, and interest, if any, in and to all streets and roads abutting the said parcel or parcels and all easements, privileges, tenements, hereditaments, and appurtenances belonging unto said parcel or parcels or in anywise appertaining thereto (the "Premises"), said Land Estate to expire on August 31, 2010. TOGETHER WITH all right, title, and interest of Grantor as the fee simple owner of, in, and to all buildings and improvements now located on the Premises and hereafter located or erected on the Premises in replacement of existing buildings and improvements, whether below or above grade level, and all easements, privileges, tenements, hereditaments, and appurtenances belonging unto said buildings and improvements or in anywise appertaining thereto (all such buildings and improvements being collectively referred to as the "Improvements"), which are intended to be and remain real property and to become and remain the sole and exclusive property of Grantee and its successors and assigns. SUBJECT TO only those matters affecting title to the Land Estate and the Improvements that are set forth on Exhibit B attached hereto and incorporated herein by reference. TO HAVE AND TO HOLD the Land Estate, with all and singular the rights, members, privileges, and appurtenances thereof, to the same being, belonging, or in anywise appertaining, to the only proper use, benefit, and behoof of Grantee through and including August 31, 2010; and to have and to hold the Improvements, with all and singular the rights, members, and appurtenances thereof, to the same being, belonging, or in anyway appertaining, to the only proper use, benefit, and behoof of Grantee forever in FEE SIMPLE. And Grantor covenants with Grantee that Grantor is seized of the Land Estate and the Improvements, has the right to convey the same, title thereto is marketable, Grantor has done nothing to impair such title as Grantor received, and Grantor, except as herein stated, will warrant and forever defend the right and title to the Land Estate and the Improvements unto Grantee against the claims of all persons owning, holding, or claiming by, through, or under Grantor. IT BEING THE INTENT of Grantor and Grantee to convey to Grantee the Land Estate and the fee simple title in the Improvements [Notarial Seal] SCHEDULE INOTE: COPYRIGHTS AND COPYRIGHT REGISTRATIONS SEE ATTACHEDADDITIONAL LANGUAGE TO BE INCLUDED IN THE EVENT CAROLINA - RELCO SELLS ITS REMAINDER INTEREST TO GRANTEE PURSUANT TO SEPARATE AGREEMENT]. SCHEDULE II: LICENSESThe designations Grantor and Grantee as used herein shall include said parties, their heirs, administrators, executors, successors, and assigns, and shall include singular, plural, masculine, feminine, or neuter as required by context.

Grantor. MERCATOR SOFTWAREMMI/BDI RIVERSIDE CANAL STREET, INC.LLC, a Delaware Corporation, as Grantor limited liability company By: Title: Agreed and consented to as of the date first above written: FOOTHILL CAPITAL CORPORATIONMassachusetts Mutual Life Insurance Company, a California Massachusetts corporation, as Agent its managing member By: TitleCornerstone Real Estate Advisers LLC, a Delaware limited liability company, its authorized agent By: SIGNATURE PAGE FOR THE COPYRIGHT SECURITY AGREEMENT STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the __ day of December, 2002, before me personally came ________________________________________to me known, who, being by me duly sworn, did depose and say he resides at _ Name: _____________________________________ Its: ________________________________________ GRANTEE: WEST RIVERSIDE CANAL COMPANY, a California corporation By: ___________________________________ Xxxxx X. Xxx, XX {10102939.9} STATE OF ___________________ ) ) ss. COUNTY OF _________________ ) On ___________________, 200_, before me, ___________________________________ , Notary Public in and for said state, personally appeared ___________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. (SEAL) ____________________________________ and that he is the ____________________of MERCATOR SOFTWARE, INC., the corporation described in and which executed the above instrument; that he has been authorized to execute said instrument on behalf of said corporation; and that he signed said instrument on behalf of said corporation pursuant to said authority. __Notary Public STATE OF ____________________ Notary Public [Notarial Seal] STATE OF NEW YORK ) ) ss.: . COUNTY OF NEW YORK _________________ ) On the __day of December_________________, 2002200_, before me personally came me, _________________________________________to me known_ , whoNotary Public in and for said state, being by me duly sworn, did depose and say he resides at personally appeared ______________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. (SEAL) ____________________________________ Notary Public {10102939.9} EXHIBIT “A” LEGAL DESCRIPTION OF THE PROPERTY 953484.15 Schedule 1.5 NET INCOME PARTICIPATION Cumulative Investment at End of Reporting Period1 Basin C/W % % $ 250,000 50.00 % 50.00 % $ 500,000 50.59 % 49.41 % $ 750,000 51.19 % 48.81 % $ 1,000,000 51.78 % 48.22 % $ 1,250,000 52.37 % 47.63 % $ 1,500,000 52.97 % 47.03 % $ 1,750,000 53.56 % 46.44 % $ 2,000,000 54.15 % 45.85 % $ 2,250,000 54.75 % 45.25 % $ 2,500,000 55.34 % 44.66 % $ 2,750,000 55.93 % 44.07 % $ 3,000,000 56.53 % 43.47 % $ 3,250,000 57.12 % 42.88 % $ 3,500,000 57.71 % 42.29 % $ 3,750,000 58.31 % 41.69 % $ 4,000,000 58.90 % 41.10 % $ 4,250,000 59.49 % 40.51 % $ 4,500,000 60.08 % 39.92 % $ 4,750,000 60.68 % 39.32 % $ 5,000,000 61.27 % 38.73 % $ 5,250,000 61.86 % 38.14 % $ 5,500,000 62.46 % 37.54 % $ 5,750,000 63.05 % 36.95 % $ 6,000,000 63.64 % 36.36 % $ 6,250,000 64.24 % 35.76 % $ 6,500,000 64.83 % 35.17 % $ 6,750,000 65.42 % 34.58 % $ 7,000,000 66.02 % 33.98 % $ 7,250,000 66.61 % 33.39 % $ 7,500,000 67.20 % 32.80 % $ 7,750,000 67.80 % 32.20 % $ 8,000,000 68.39 % 31.61 % $ 8,250,000 68.98 % 31.02 % $ 8,500,000 69.58 % 30.42 % ________________________________________________________________________________ 1 The cumulative investment at the end of any reporting period shall equal the total of all loans (or guarantees thereof) and that he is capital contributions made up to and including the end of FOOTHILL CAPITAL CORPORATIONsuch period by Purchaser in excess of the total of all loans (or guarantees thereof) and capital contributions made up to and including the end of such period by the Seller Parties. The Purchaser’s cumulative investment shall not be reduced or adjusted in any way by any repayments of loans or returns of capital to Purchaser. 953484.15 $ 8,750,000 70.17 % 29.83 % $ 9,000,000 70.76 % 29.24 % $ 9,250,000 71.36 % 28.64 % $ 9,500,000 71.95 % 28.05 % $ 9,750,000 72.54 % 27.46 % $ 10,000,000 73.14 % 26.86 % $ 10,250,000 73.73 % 26.27 % $ 10,500,000 74.32 % 25.68 % $ 10,750,000 74.92 % 25.08 % $ 11,000,000 75.51 % 24.49 % $ 11,250,000 76.10 % 23.90 % $ 11,500,000 76.69 % 23.31 % $ 11,750,000 77.29 % 22.71 % $ 12,000,000 77.88 % 22.12 % $ 12,250,000 78.47 % 21.53 % $ 12,500,000 79.07 % 20.93 % $ 12,750,000 79.66 % 20.34 % $ 13,000,000 80.25 % 19.75 % $ 13,250,000 80.85 % 19.15 % $ 13,500,000 81.44 % 18.56 % $ 13,750,000 82.03 % 17.97 % $ 14,000,000 82.63 % 17.37 % $ 14,250,000 83.22 % 16.78 % $ 14,500,000 83.81 % 16.19 % $ 14,750,000 84.41 % 15.59 % $ 15,000,000 85.00 % 15.00 % $ 15,250,000 85.00 % 15.00 % $ 15,500,000 85.00 % 15.00 % $ 15,750,000 85.00 % 15.00 % $ 16,000,000 85.00 % 15.00 % $ 16,250,000 85.00 % 15.00 % $ 16,500,000 85.00 % 15.00 % $ 16,750,000 85.00 % 15.00 % $ 17,000,000 85.00 % 15.00 % $ 17,250,000 85.00 % 15.00 % $ 17,500,000 85.00 % 15.00 % $ 17,750,000 85.00 % 15.00 % $ 18,000,000 85.00 % 15.00 % $ 18,250,000 85.00 % 15.00 % $ 18,500,000 85.00 % 15.00 % $ 18,750,000 85.00 % 15.00 % $ 19,000,000 85.00 % 15.00 % $ 19,250,000 85.00 % 15.00 % $ 19,500,000 85.00 % 15.00 % $ 19,750,000 85.00 % 15.00 % $ 20,000,000 85.00 % 15.00 % 953484.15 Schedule 1.6 ALLOCATION S [intentionally left blank] 953484.15 Schedule 2.1(b) Ownership Organization Chart Indian Hills Water Conservation Corporation Share Holders Xxxxx X. Xxx, the corporation described in and which executed the above instrument; that he has been authorized to execute said instrument on behalf XX - 50 % Xxxx X. Xxxx - 50 % Xxxx Xxxxxxxxx 000 Xxxx Xxxxx Company Total Number Percentage Stock Holders of said corporation; and that he has signed said instrument on behalf Shares of said corporation pursuant to said authority. ______________________ Notary Public [Notarial Seal] SCHEDULE I: COPYRIGHTS AND COPYRIGHT REGISTRATIONS SEE ATTACHED. SCHEDULE II: LICENSESShares Indian WC Corp 176.03 82.40 % Cox/West 0.33 0.16 % Xxxx Xxxxxxx/Xxxxx X. Xxxxxxx 13.14 6.15 % Xxxxx Chifo 9.50 4.45 % De Anza Land & Leisure Co. 6.96 3.26 % E.L. Xxxxxx Construction Co 2.67 1.25 % Xxxxxxx Xxxxxx 1.00 0.47 % Xxxxxxxxxx & Xxxxx 1.50 0.70 % Xxxxxxx Xxxxx 1.00 0.47 % Art X. Xxxxxxx 1.00 0.47 % W. Xxxx Xxxxxx 0.50 0.23 % 213.64 100.00 % West Riverside Canal Company Total Number Percentage Stock Holders of Shares of Shares Indian Hills WCC 19.68 4.2 % Xxxx Xxxxxxxxx 000 Xxxx Xxxxx 350.00 73.9 % Company Cox/West 1.00 0.2 % Xxxxxxxx 100.00 21.1 % De Anza Land & Leisure Co. 2.31 0.5 % Riverside Cement Co. 0.91 0.2 % Total Canal Stock Holders 473.90 100.0 % 953484.15

Grantor. MERCATOR SOFTWAREMCANY OF KEARNY, INC., a Delaware Corporation, as Grantor New Jersey corporation By: -------------------------------- Name: Title: Agreed and consented to as of the date first above written: FOOTHILL CAPITAL CORPORATION, a California corporation, as Agent By: Title: SIGNATURE PAGE FOR THE COPYRIGHT SECURITY AGREEMENT ACKNOWLEDGMENT STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the ____ day of December, 2002_______________ 2000, before me me, the undersigned, a Notary Public in and for said State, personally came appeared ________________________________________, proved to me knownon the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, who, being by me duly sworn, did depose and say he resides at ______________________________________________________ _________________________________________________________________ and that he by his signature(s) on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument; that the individual is the ____________________of MERCATOR SOFTWAREknown to me and did not swear an oath. Notary Public (SEAL) EXHIBIT D FORM OF ASSIGNMENT OF XXXXXXXXX GROUND LEASE Record and return to: Solomon and Xxxxxxxx LLP 00 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx X. Xxxxxxx Prepared by: ----------------------------- ASSIGNMENT AND ASSUMPTION OF LEASE KNOW ALL MEN BY THESE PRESENTS, that MCANY OF KEARNY, INC., a New Jersey corporation, having an office c/o MCARED Realty, 00 Xxxxxxx Xxxx Road, Building A, Suite A-104C, P.O. Drawer C, Woodbury, Connecticut 06798 ("ASSIGNOR"), for and in consideration of TEN ($10.00) DOLLARS and other good and valuable consideration paid by DELBORNE LAND COMPANY LLC, a Delaware limited liability company, having an office c/o DVL, Inc., 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("ASSIGNEE"), the corporation receipt and sufficiency of which being hereby acknowledged, hereby assigns, transfers and sets over unto Assignee, and unto Assignee's successors and assigns, from and after the date hereof (the "CLOSING DATE"), all of Assignor's right, title and interest as lessor in, to and under that certain agreement of lease, dated as of December 30, 1980, between Assignor, as landlord, and Cygnus 77 Associates, a Pennsylvania limited partnership, as tenant, a memorandum of which lease was recorded September 4, 1981 in Book 3330, Page 616 in the Xxxxxx County Recorder's Office (the "GROUND LEASE"), which Ground Lease affects that certain parcel of real property more particularly described in EXHIBIT A annexed hereto and which executed made a part hereof (the above instrument; that he has been authorized "PREMISES"), together with all rents, guarantees, if any, of the obligations of the tenant thereunder and any security deposits, if any, but only to execute said instrument the extent presently held by Assignor as set forth on behalf EXHIBIT B annexed hereto and made a part hereof (the "SECURITY DEPOSIT"), subject to the terms and conditions of said corporation; the Ground Lease. TO HAVE AND TO HOLD THE SAME unto Assignee, its successors and that he signed said instrument on behalf assigns, forever. Assignee for itself, its successors and assigns, hereby assumes all of said corporation pursuant to said authority. ______________________ Notary Public [Notarial Seal] STATE OF NEW YORK ) ) ssthe rights, duties and obligations of the lessor under the Ground Lease arising from and after the date hereof.: COUNTY OF NEW YORK ) On the __day of December, 2002, before me personally came _________________________________________to me known, who, being by me duly sworn, did depose and say he resides at _____________________________________________________ _______________________________________________________________________________and that he is the of FOOTHILL CAPITAL CORPORATION, the corporation described in and which executed the above instrument; that he has been authorized to execute said instrument on behalf of said corporation; and that he has signed said instrument on behalf of said corporation pursuant to said authority. ______________________ Notary Public [Notarial Seal] SCHEDULE I: COPYRIGHTS AND COPYRIGHT REGISTRATIONS SEE ATTACHED. SCHEDULE II: LICENSES

Grantor. MERCATOR SOFTWARE, INC., a Delaware Corporation, as Grantor By: Title: Agreed and consented to as State of the date first above written: FOOTHILL CAPITAL CORPORATION, a California corporation, as Agent By: Title: SIGNATURE PAGE FOR THE COPYRIGHT SECURITY AGREEMENT STATE OF NEW YORK _______________ ) ) ss.: COUNTY OF NEW YORK ss __________ of __________ ) On the this ______ day of December________________, 200219___, before me appeared to me known to be the person described in and who executed the foregoing instrument, and acknowledged that _______________ executed the same as __________________ free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the _________________ and State aforesaid, the day and year first above written. ---------------------------------- Notary Public My term expires: State of _______________ ) ) ss __________ of __________ ) On this ______ day of ________________, 19___, before me appeared to me personally came known, who, being by me duly sworn, did say that he/she is the of _____________________, a corporation of the State of ________, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation, by authority of its Board of Directors; and said ____________________ acknowledged said instrument to be the free act and deed of said corporation. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the _____________ and State aforesaid, the day and year first above written. ---------------------------------- Notary Public My term expires: EXHIBIT A TO SPECIAL WARRANTY DEED LEGAL DESCRIPTION OF REAL ESTATE EXHIBIT B TO SPECIAL WARRANTY DEED LIST OF PERMITTED ENCUMBRANCES EXHIBIT 9.1(a)(2) FORM OF ASSIGNMENT OF LEASES ASSIGNMENT AND ASSUMPTION OF LEASES (Property Name and Location) THIS ASSIGNMENT AND ASSUMPTION OF LEASES is made as of the ________ day of ____________, 2004, by and between _______________________________, a _________to me known__________ ("Assignor"), who, being by me duly sworn, did depose and say he resides at ______________________________________________________ __________________________________, a _______________________________ and that he is the ____________________of MERCATOR SOFTWARE, INC("Assignee")., the corporation described in and which executed the above instrument; that he has been authorized to execute said instrument on behalf of said corporation; and that he signed said instrument on behalf of said corporation pursuant to said authority. ______________________ Notary Public [Notarial Seal] STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the __day of December, 2002, before me personally came _________________________________________to me known, who, being by me duly sworn, did depose and say he resides at _____________________________________________________ _______________________________________________________________________________and that he is the of FOOTHILL CAPITAL CORPORATION, the corporation described in and which executed the above instrument; that he has been authorized to execute said instrument on behalf of said corporation; and that he has signed said instrument on behalf of said corporation pursuant to said authority. ______________________ Notary Public [Notarial Seal] SCHEDULE I: COPYRIGHTS AND COPYRIGHT REGISTRATIONS SEE ATTACHED. SCHEDULE II: LICENSES

Grantor. MERCATOR SOFTWAREDAYBREAK OIL AND GAS, INC., a Delaware Corporation, as Grantor Washington corporation By: /s/ XXXXX X. XXXXXXXXXXXX Name: Xxxxx X. Xxxxxxxxxxxx Title: Agreed President and consented to as of the date first above written: FOOTHILL CAPITAL CORPORATION, a California corporation, as Agent By: Title: SIGNATURE PAGE FOR THE COPYRIGHT SECURITY AGREEMENT Chief Executive Officer STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the __ day of December, 2002, before me personally came __________________________ ) ) SS: COUNTY OF _______________to me known_________ ) On the ______ day of _________________, whoin the year ____, being by me duly swornbefore me, did depose and say he resides at the undersigned, personally appeared ___________________________________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is(are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity, and that by his/her/their signature(s) on the instrument, the individual(s) or the person(s) upon behalf of which the individual(s) acted, executed the instrument. NOTARY PUBLIC [Seal] (signatures continued on following page) [SIGNATURE PAGE TO CONVEYANCE OF OVERRIDING ROYALTY INTERESTS, CONT’D] GRANTEE: MAXIMILIAN RESOURCES LLC, a Delaware limited liability company By: /s/ XXXX XXXXXX Name: Xxxx Xxxxxx Title: Authorized Signatory STATE OF __________________________ ) ) SS: COUNTY OF ________________________ ) On the ______ day of _________________, in the year ____, before me, the undersigned, personally appeared _________________________________________________________________ , personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is(are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity, and that he by his/her/their signature(s) on the instrument, the individual(s) or the person(s) upon behalf of which the individual(s) acted, executed the instrument. NOTARY PUBLIC [Seal] EXHIBIT A Attached to and made a part of that certain Conveyance of Overriding Royalty Interest The App Energy H-33 well EXHIBIT B Amendment to Operating Agreement AMENDMENT TO OPERATING AGREEMENT This AMENDMENT TO OPERATING AGREEMENT (this “Agreement”) is the ____________________made as of MERCATOR SOFTWAREOctober 14, 2015, by and among DAYBREAK OIL AND GAS, INC., the a Washington corporation described in (“Daybreak”), and which executed the above instrument; that he has been authorized to execute said instrument on behalf of said corporation; and that he signed said instrument on behalf of said corporation pursuant to said authority. ______________________ Notary Public [Notarial Seal] STATE OF NEW YORK ) ) ssAPP ENERGY, LLC, a Kentucky limited liability company (“App”).: COUNTY OF NEW YORK ) On the __day of December, 2002, before me personally came _________________________________________to me known, who, being by me duly sworn, did depose and say he resides at _____________________________________________________ _______________________________________________________________________________and that he is the of FOOTHILL CAPITAL CORPORATION, the corporation described in and which executed the above instrument; that he has been authorized to execute said instrument on behalf of said corporation; and that he has signed said instrument on behalf of said corporation pursuant to said authority. ______________________ Notary Public [Notarial Seal] SCHEDULE I: COPYRIGHTS AND COPYRIGHT REGISTRATIONS SEE ATTACHED. SCHEDULE II: LICENSES

Grantor. MERCATOR SOFTWAREHOF VILLAGE, INC.LLC, a Delaware Corporation, as Grantor limited liability company By: Name: Title: Agreed and consented to as of the date first above written: FOOTHILL CAPITAL CORPORATIONHOF VILLAGE YOUTH FIELDS, LLC, a California corporation, as Agent Delaware limited liability company By: Name: Title: SIGNATURE PAGE FOR THE COPYRIGHT SECURITY AGREEMENT HOF VILLAGE PARKING, LLC, a Delaware limited liability company By: Name: Title: HOF VILLAGE STADIUM, LLC, a Delaware limited liability company By: Name: Title: STATE OF NEW YORK ____________________ ) ) :ss.: COUNTY OF NEW YORK _______________________ ) On the ____ day of December, 2002____________ in the year 2018, before me me, the undersigned, a Notary Public in and for said State, personally came appeared ___________________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. Notary Public STATE OF _____________to me known_______ ) :ss.: COUNTY OF _______________________ ) On the ____ day of ____________ in the year 2018, whobefore me, being by me duly swornthe undersigned, did depose a Notary Public in and say he resides at for said State, personally appeared ___________________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. Notary Public STATE OF ____________________ ) :ss.: COUNTY OF _______________________ ) On the ____ day of ____________ in the year 2018, before me, the undersigned, a Notary Public in and for said State, personally appeared ___________________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. Notary Public STATE OF ____________________ ) :ss.: COUNTY OF _______________________ ) On the ____ day of ____________ in the year 2018, before me, the undersigned, a Notary Public in and for said State, personally appeared ______________________________________ , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that he is by his/her signature on the ____________________instrument, the individual, or the person upon behalf of MERCATOR SOFTWAREwhich the individual acted, INCexecuted the instrument. Notary Public Prepared by: and by: Xxxxxxx X. Xxxxxxxx Xx., Esq. Xxxxxx X. Xxxxx, Esq. Xxxx Xxxxxxxxxx & Hollister LLP Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP 000 Xxxxxx Xxxxxx, Xxxxx 0000 0000 Xxxxxx xx xxx Xxxxxxxx Xxxxxxxxxx, Xxxx 00000-0000 Xxx Xxxx, Xxx Xxxx 00000 EXHIBIT A-1 Fee Premises EXHIBIT A-2 YF Leasehold Premises EXHIBIT A-3 Parking Leasehold Premises EXHIBIT A-4 Stadium Leasehold Premises Exhibit D FORM OF SOLVENCY CERTIFICATE SOLVENCY CERTIFICATE March 20, 2018 Reference is made to that certain Term Loan Agreement, dated as of the corporation described date hereof, among (i) HOF VILLAGE, LLC, a Delaware limited liability company (the “Lead Borrower”); HOF VILLAGE YOUTH FIELDS, LLC, a Delaware limited liability company; HOF VILLAGE PARKING, LLC, a Delaware limited liability company; a Delaware limited liability company; HOF VILLAGE STADIUM, LLC, a Delaware limited liability company; HOF VILLAGE LAND, LLC, a Delaware limited liability company; HOF VILLAGE HOTEL I, LLC, a Delaware limited liability company; HOF VILLAGE SPORTS BUSINESS, LLC, a Delaware limited liability company; HOF Village Parking Management I, LLC, a Delaware limited liability company; HOF Village Residences I, LLC, a Delaware limited liability company; HOF Village Center for Excellence, LLC, a Delaware limited liability company; HOF Village Center for Performance, LLC, a Delaware limited liability company; HOF Experience, LLC, a Delaware limited liability company; and HOF Village Media Group, LLC, a Delaware limited liability company and the other Persons signatory thereto as “Borrowers” (collectively, the “Borrowers”, and each individually, a “Borrower”), (ii) the LENDERS from time to time party thereto; and GACP FINANCE CO., LLC, as administrative agent (the “Loan Agreement”). This Solvency Certificate is being delivered pursuant to Section 4.01(t) of the Loan Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in and which executed the above instrument; that he has been authorized to execute said instrument Loan Agreement. The undersigned hereby certifies, on behalf of said corporation; each Borrower, that, immediately before and that he signed said instrument after the consummation of the Transactions to occur on behalf the date hereof and after giving effect to the application of said corporation pursuant the proceeds of each Loan, with respect to said authority. ______________________ Notary Public [Notarial Seal] STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the __day of December, 2002, before me personally came _________________________________________to me known, who, being by me duly sworn, did depose and say he resides at _____________________________________________________ _______________________________________________________________________________and that he is the of FOOTHILL CAPITAL CORPORATION, the corporation described in and which executed the above instrument; that he has been authorized to execute said instrument on behalf of said corporation; and that he has signed said instrument on behalf of said corporation pursuant to said authority. ______________________ Notary Public [Notarial Seal] SCHEDULE I: COPYRIGHTS AND COPYRIGHT REGISTRATIONS SEE ATTACHED. SCHEDULE II: LICENSESeach Borrower:

Grantor. MERCATOR SOFTWARE, INC.SIGNED AND SEALED IN PREFCO FIVE LIMITED THE PRESENCE OF: PARTNERSHIP, a Delaware Corporation, as Grantor By: Title: Agreed and consented to as of the date first above written: FOOTHILL CAPITAL CORPORATION, a California corporation, as Agent By: Title: SIGNATURE PAGE FOR THE COPYRIGHT SECURITY AGREEMENT STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the __ day of December, 2002, before me personally came Connecticut limited Partnership ________________________________________to me known, who, being by me duly sworn, did depose and say he resides at _ Name:_______________________ By: Prefco V Holdings LLC, a Connecticut (Type or Print) limited liability company, its general partner Name:_______________________ By: Harlow Aircraft Inc., sole member (Type or Print) By: ____________________________ Name:_______________________ Title:______________________ [Affix Corporate seal] STATE OF CONNECTICUT ) : SS.: COUNTY OF HARTFORD ) On the ___ day of ___________, 2002 before me, the undersigned, a Notary Public in and for said State, personally appeared _______________, known to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is/are subscribed to the within instrument and acknowledged that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. _______________________________________ Notary Public EXHIBIT A TO EXHIBIT E-2 [legal descriptions to be attached at Closing] EXHIBIT B TO EXHIBIT E-2 [to be added at Closing as set forth in Title Policy] EXHIBIT E-3 [GEORGIA - LAND ESTATE AND IMPROVEMENTS] Property Number:_______ Street Address: __________________ __________________ __________________ Prepared by and after recording Return to: ___________________ ___________________ ___________________ ___________________ STATE OF GEORGIA COUNTY OF ____________ LIMITED WARRANTY DEED (Estate for Years in Land and Fee Simple in Improvements) THIS INDENTURE is made the ___ day of ____________, 2002 between PREFCO FIVE LIMITED PARTNERSHIP, a Connecticut limited partnership, successor in interest to PREFCO V LIMITED PARTNERSHIP, a Connecticut limited partnership ("Grantor"), the address of which is c/o Pitney Bowes Credit Corporation, 27 Waterview Drive, Shelton, Connecticut 00000, to AMERICAN FINANCIAX XXXXXXXX XXXXX, XXX, x Xxxxxxxx xxxxxxx xxxxility company ("Grantee"), having its principal place of business at___________________________________________________________. WITNESSETH that: Grantor, for and in consideration of the sum of Ten and 00/100 Dollars ($10.00) in hand paid at and before the sealing and delivery of these presents, the receipt and adequacy of which are hereby acknowledged, has granted, bargained, sold, aliened, conveyed, and confirmed, and by these presents does grant, bargain, sell, alien, convey, and confirm unto Grantee an estate for years (the "Land Estate") in that parcel or parcels of land in ______ and that he is the ____________________of MERCATOR SOFTWARECounty, INC.Georgia, the corporation more particularly described in Exhibit A attached hereto and incorporated herein by reference and in Grantor's right, title, and interest, if any, in and to all streets and roads abutting the said parcel or parcels and all easements, privileges, tenements, hereditaments, and appurtenances belonging unto said parcel or parcels or in anywise appertaining thereto (the "Premises"), said Land Estate to expire on August 31, 2010. TOGETHER WITH all right, title, and interest of Grantor as the fee simple owner of, in, and to all buildings and improvements now located on the Premises and hereafter located or erected on the Premises in replacement of existing buildings and improvements, whether below or above grade level, and all easements, privileges, tenements, hereditaments, and appurtenances belonging unto said buildings and improvements or in anywise appertaining thereto (all such buildings and improvements being collectively referred to as the "Improvements"), which executed are intended to be and remain real property and to become and remain the above instrument; sole and exclusive property of Grantee and its successors and assigns. SUBJECT TO only those matters affecting title to the Land Estate and the Improvements that he has been authorized are set forth on Exhibit B attached hereto and incorporated herein by reference. TO HAVE AND TO HOLD the Land Estate, with all and singular the rights, members, privileges, and appurtenances thereof, to execute said instrument on behalf the same being, belonging, or in anywise appertaining, to the only proper use, benefit, and behoof of said corporationGrantee through and including August 31, 2010; and to have and to hold the Improvements, with all and singular the rights, members, and appurtenances thereof, to the same being, belonging, or in anyway appertaining, to the only proper use, benefit, and behoof of Grantee forever in FEE SIMPLE. And Grantor covenants with Grantee that he signed Grantor is seized of the Land Estate and the Improvements, has the right to convey the same, title thereto is marketable, Grantor has done nothing to impair such title as Grantor received, and Grantor, except as herein stated, will warrant and forever defend the right and title to the Land Estate and the Improvements unto Grantee against the claims of all persons owning, holding, or claiming by, through, or under Grantor. IT BEING THE INTENT of Grantor and Grantee to convey to Grantee the Land Estate and the fee simple title in the Improvements [NOTE: ADDITIONAL LANGUAGE TO BE INCLUDED IN THE EVENT CAROLINA - RELCO SELLS ITS REMAINDER INTEREST TO GRANTEE PURSUANT TO SEPARATE AGREEMENT]. The designations Grantor and Grantee as used herein shall include said instrument on behalf of said corporation pursuant to said authority. ______________________ Notary Public [Notarial Seal] STATE OF NEW YORK ) ) ssparties, their heirs, administrators, executors, successors, and assigns, and shall include singular, plural, masculine, feminine, or neuter as required by context.: COUNTY OF NEW YORK ) On the __day of December, 2002, before me personally came _________________________________________to me known, who, being by me duly sworn, did depose and say he resides at _____________________________________________________ _______________________________________________________________________________and that he is the of FOOTHILL CAPITAL CORPORATION, the corporation described in and which executed the above instrument; that he has been authorized to execute said instrument on behalf of said corporation; and that he has signed said instrument on behalf of said corporation pursuant to said authority. ______________________ Notary Public [Notarial Seal] SCHEDULE I: COPYRIGHTS AND COPYRIGHT REGISTRATIONS SEE ATTACHED. SCHEDULE II: LICENSES

Grantor. MERCATOR SOFTWAREAPPALACHIAN OIL COMPANY, INC., a Delaware Corporation, as Grantor Tennessee corporation By: Name: Title: Agreed and consented to as of the date first above writtenGRANTEE: FOOTHILL CAPITAL CORPORATIONYA LANDHOLDINGS, LLC, a California Delaware limited liability company By: New EarthShell Corporation, a Delaware corporation, as Agent its sole member By: Name: Title: SIGNATURE PAGE FOR THE COPYRIGHT SECURITY AGREEMENT STATE THIS INSTRUMENT PREPARED BY: LxXxx Xxxxxx Xxxxx Bxxxx, L.L.P. 900 Xxxxxxxxx Xxxxxx Xxxxxxx, XX 00000 COMMONWEALTH OF NEW YORK KENTUCKY ) ) ss.: SS COUNTY OF NEW YORK ) On the __ day of December, 2002, before me personally came _______________________ ) The foregoing instrument was subscribed, sworn to and acknowledged before me this ___ day of ____________, 2007 by __________________to me known, who, being by me duly sworn, did depose and say he resides at ____________ (name) as ___________________________________________ (title) of New EarthShell Corporation, a Delaware corporation, as sole member of YA Landholdings, LLC, a Delaware limited liability company (Grantor), on behalf of the limited liability company. My commission expires: ______________________. Notary Public COMMONWEALTH OF KENTUCKY ) ) SS COUNTY OF _______________________ ) The foregoing instrument was subscribed, sworn to and acknowledged before me this ___ day of ____________, 2007 by _______________ (name) as ___________________________________________ and that he is the ____________________(title) of MERCATOR SOFTWARENew EarthShell Corporation, INC.a Delaware corporatio, the corporation described in and which executed the above instrument; that he has been authorized to execute said instrument sole member of YA Landholdings, LLC, a Delaware limited liblity company of , on behalf of said corporation; and that he signed said instrument on behalf of said corporation pursuant to said authoritythe limited liability company. ______________________ Notary Public [Notarial Seal] STATE OF NEW YORK ) ) ss.My commission expires: COUNTY OF NEW YORK ) On the __day of December, 2002, before me personally came _________________________________________to me known, who, being by me duly sworn, did depose and say he resides at _____________________________________________________ _______________________________________________________________________________and that he is the of FOOTHILL CAPITAL CORPORATION, the corporation described in and which executed the above instrument; that he has been authorized to execute said instrument on behalf of said corporation; and that he has signed said instrument on behalf of said corporation pursuant to said authority. ______________________ Notary Public [Notarial Seal] SCHEDULE I: COPYRIGHTS AND COPYRIGHT REGISTRATIONS SEE ATTACHED. SCHEDULE II: LICENSESPublic