Common use of Closing Clause in Contracts

Closing. Assuming that all conditions to Closing have been satisfied and this Agreement has not otherwise been terminated, the consummation of the transaction contemplated hereby shall be held at the offices of the Title Company, located at the address set forth in Section 9.1 hereof, and shall occur in three (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” (the “First Closing Date”), Purchaser shall acquire the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (b) On the later to occur of (i) seven (7) days following the First Closing Date, should the First Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180) days following the Third Closing Date or final Closing.

Closing. Assuming (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transactions (the “Closing Date”) for those Subscribed Shares that all conditions to the Forward Purchase Agreement provides will be purchased at such time, with such Closing have been satisfied and this Agreement has occurring substantially concurrently with (but not otherwise been terminated, before) the consummation of the transaction contemplated hereby shall be held at Transactions and subject to the offices terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Title Company, located at the address set forth in Section 9.1 hereof, and Forward Purchase Agreement shall occur in three (3) separate Closings, as follows: (a) On subsequently to the later to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day Closing Date following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition delivery of a Pricing Date Notice, if applicable, for the below defined “First Closing Properties” (the “First Closing Date”), Purchaser shall acquire the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (b) On Promptly before the later anticipated Closing Date, the Company shall deliver written notice to occur of Subscriber (the “Closing Notice”) specifying (i) seven (7) days following the First Closing Date, should the First anticipated Closing Date occur, or and (ii) the tenth (10th) business day following wire instructions for delivery of the date that Seller provides Purchaser with a Purchase Price to the Company. No later than one Business Day prior to the Closing Notice designating Date as set forth in the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Property that has been permissibly removed Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from closing and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with the provisions of this Agreement, with an appropriate adjustment to its delivery instructions) (and the Purchase Price in accordance with Schedule “C” heretoshall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) On In the later to event that the consummation of the Transactions does not occur of (i) seven (7) days following within two Business Days after the Second Closing Date, should the Second anticipated Closing Date occurspecified in the Closing Notice, or (ii) unless otherwise agreed to in writing by the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (hereinCompany and Subscriber, the “Third Closing Date”)Company, Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. promptly (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty three Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (180x) days a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Third Company’s delivery to Subscriber of a new Closing Date Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or final ClosingSunday, on which commercial banks in New York, New York are open for the general transaction of business.

Closing. Assuming that all conditions to Closing have been satisfied and The closing of the sale of Shares (the “Closing”) contemplated under this Agreement has not otherwise been terminatedshall occur on the date of, and immediately prior to, the consummation of the transaction contemplated hereby shall be held at the offices Transaction. Upon (i) satisfaction of the Title Company, located at the address conditions set forth in Section 9.1 hereof, 3 below and shall occur in three (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) written notice from (or on behalf of) the tenth (10th) business day following Company to the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” Subscriber (the “First Closing Date”), Purchaser shall acquire the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”)) that the Company reasonably expects all conditions to the closing of the Transaction to be satisfied on a date that is not less than two (2) Business Days from the date of the Closing Notice, excluding any property with respect the Subscriber shall deliver to which this Agreement has been terminated; provided, however, that the Company on or prior to the closing date specified in the event that Seller fails Closing Notice (the “Expected Closing Date”; the date on which the Closing actually occurs, the “Closing Date”) the Subscription Amount by wire transfer of United States dollars in immediately available funds to obtain all the account specified by the Company in the Closing Notice against delivery of the Limited Partner Approvals for Shares in certificated or book entry form to the Property Subscriber or to a custodian designated by November 30the Subscriber, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return as applicable. In the event the closing of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion Transaction does not occur within ten (10) Business Days of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (b) On the later to occur of (i) seven (7) days following the First Expected Closing Date, should the First Company shall promptly (but no later than ten (10) Business Days thereafter) return the Subscription Amount to the Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, (A) a failure to close on the Expected Closing Date occurshall not, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with by itself, be deemed to be a Closing Notice designating the second group failure of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing conditions to Closing set forth in accordance with the provisions Section 3 of this Agreement, with an appropriate adjustment Agreement to be satisfied or waived on or prior to the Purchase Price in accordance with Schedule “C” hereto. Closing, and (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (iiB) the tenth Subscriber shall still be obligated to consummate the Closing upon (10thI) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any satisfaction of the Property that has been permissibly removed from closing conditions set forth in accordance with Section 3 below and (II) the provisions of this Agreement, with an appropriate adjustment Company’s delivery to the Purchase Price in accordance with Schedule “C” heretoSubscriber of a new Closing Notice. (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180) days following the Third Closing Date or final Closing.

Closing. Assuming that all conditions to The closing of the Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction, as provided for by the Transaction Agreement. The Closing have been satisfied shall occur on the closing date of, and this Agreement has not otherwise been terminatedimmediately prior to, or simultaneously with, the consummation of the transaction contemplated hereby shall Transaction. Upon written notice from (or on behalf of) the Company to Subscriber (the “Closing Notice”) that the Company reasonably expects all conditions to the Transaction Closing to be held at satisfied on a date that is not less than five (5) business days from the offices date of the Title Closing Notice, Subscriber shall deliver to the Company, located at the address set forth in Section 9.1 hereof, and shall occur in three least two (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th2) business day following prior to the scheduled closing date that Seller provides Purchaser with specified in the Investor Approval Closing Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” (the “First Scheduled Closing Date”), Purchaser shall acquire to be held in escrow until the “First Closing Properties”Closing, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price for the Securities by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, which at the Closing will be released to the Company against delivery by the Company promptly after the Closing to Subscriber of the Securities in book-entry form (or in certificated form if indicated by Subscriber on Subscriber’s signature page hereto), free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws). Not later than one (1) business day after the Closing, the Company shall deliver to Subscriber the Securities in book entry form, in the name of Subscriber (or its nominee in accordance with Schedule “C” hereto. its delivery instructions) or to a custodian designated by Subscriber, as applicable. In the event the Closing does not occur within three (b3) On business days of the later to occur of (i) seven (7) days following the First Scheduled Closing Date, should the First Closing Date occur, or Company shall promptly (ii) the tenth but not later than two (10th2) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to days thereafter) return the Purchase Price to Subscriber by wire transfer of U.S. dollars in accordance with Schedule “C” hereto. (c) On immediately available funds to the later account specified by the Subscriber, and any book-entries for the Securities shall be deemed repurchased and cancelled. Unless this Subscription Agreement is terminated pursuant to Section 5 below, the failure of the Closing to occur of (i) seven (7) days following on the Second Closing Date, should the Second Scheduled Closing Date occurshall not terminate this Subscription Agreement or otherwise relieve any party of any of its obligations hereunder. For purposes of this Subscription Agreement, “business day” means any day that, in New York, New York, is neither a legal holiday nor a day on which commercial banking institutions are generally authorized or required by law or regulation to close (ii) the tenth (10th) business day following the date that Seller provides Purchaser with excluding as a Closing Notice designating the third group result of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Propertiesstay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as designated the electronic funds transfer systems, including for wire transfers, of commercial banking institutions in New York, New York are generally open for use by Seller in Seller’s customers on such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” heretoday). (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180) days following the Third Closing Date or final Closing.

Closing. Assuming that all conditions to Closing have been satisfied and this Agreement has not otherwise been terminated, The closing (the consummation “Closing”) of the transaction contemplated hereby purchase and sale of the Shares and the Purchased Assets and the assumption of the Assumed Liabilities hereunder shall be held take place at the offices of the Title Company, located at the address set forth in Section 9.1 hereof, and shall occur in three (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” (the “First Closing Date”), Purchaser shall acquire the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the & ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner ApprovalsLLP, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (b) On the later to occur of (i) seven (7) days following the First Closing Date, should the First Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, in the event the ▇▇▇ ▇▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date▇▇▇▇▇, Suite 5800, Chicago, Illinois, as soon as possible, but in no event later than one hundred eighty the first (1801st) days Business Day of the first full calendar month following the Third Satisfaction Date; provided that if such date is less than three (3) Business Days from the date all such conditions are so satisfied or waived, then the Closing Date shall occur on the first (1st) Business Day of the second full calendar month following such date, or final such other date or location as Buyer and Seller may mutually determine (the “Closing Date”). The Closing shall be deemed to have been consummated at 12:01 a.m. on the first calendar day of the calendar month in which the Closing occurs (the “Effective Time”). The following deliveries shall be made prior to or at the Closing: (a) Seller shall prepare and, not more than ten (10) nor less than two (2) Business Days prior to the Closing Date, deliver to Buyer an estimate, prepared in good faith, of the Closing Net Working Capital, together with reasonably detailed supporting documentation, including the calculation by Seller of the Initial Cash Consideration and the Initial Working Capital Adjustment, if any, which shall be prepared in a manner consistent in all respects with the Sample Closing Statement, including the line items set forth therein (the “Initial Closing Statement”). (b) Buyer shall deliver to Seller the Initial Cash Consideration in immediately available funds by wire transfer to an account or accounts designated by Seller, by written notice to Buyer, which written notice shall be delivered not later than two (2) Business Days prior to the Closing Date; (c) Buyer shall issue and deliver to Seller the certificates evidencing the Stock Consideration (or at Seller’s direction, in non-certificated book-entry form to Seller’s designated account); (d) Seller and Buyer shall deliver to each other duly executed counterparts to each of the Transaction Documents (other than this Agreement) to which they are party; (e) Equity Sellers and Buyer shall deliver to each other, as applicable, the Mexican Purchased Subsidiary Transfer Documents; (f) Equity Sellers and Buyer shall deliver to each other, as applicable, the Chinese Purchased Subsidiary Transfer Documents; (g) Seller shall deliver all instruments and documents necessary to release any and all material Liens for Indebtedness on the Purchased Assets, other than the Permitted Liens, including appropriate UCC financing statement amendments (termination statements); and (h) Seller shall deliver to Buyer such deeds, bills of sale, endorsements, assignments and other good and sufficient instruments of conveyance and assignment as the Parties and their respective counsel shall deem reasonably necessary to vest in Buyer all right, title and interest in, to and under the Purchased Assets and to evidence Buyer’s assumption of the Assumed Liabilities.

Closing. Assuming that all conditions to Closing have been satisfied and this Agreement has not otherwise been terminated, the (a) The consummation of the transaction Subscription contemplated hereby shall be held at the offices of the Title Company, located at the address set forth in Section 9.1 hereof, and shall occur in three (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” (the “First Closing”) shall occur on the closing date of the Transactions (the “Closing Date”), Purchaser shall acquire substantially concurrently with (but not before) the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all consummation of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement Transactions and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect subject to the portion terms and conditions of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” heretothis Subscription Agreement. (b) On At least five (5) Business Days before the later anticipated Closing Date, the Company shall deliver written notice to occur of Subscriber (the “Closing Notice”) specifying (i) seven (7) days following the First Closing Date, should the First anticipated Closing Date occur, or and (ii) the tenth wire instructions for delivery of the Purchase Price to the Company. No later than one (10th1) business day following Business Day prior to the date that Seller provides Purchaser with a Closing Notice designating Date as set forth in the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any Subscriber shall deliver the Purchase Price (subject to adjustment as described below) for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Property that has been permissibly removed from closing Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with the provisions of this Agreement, with an appropriate adjustment to its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. The aggregate Purchase Price set forth on the signature page hereto shall be reduced by an amount equal to the product of (x) the number of Redeemed Shares that Subscriber owns at the time of the Closing that, after the date hereof, have been withdrawn from being subject to the Redemption Obligation and that otherwise would have been redeemed and are not included as Recycled Shares as such term is defined in accordance with Schedule the Forward Purchase Agreement (as defined below) multiplied by (y) the Redemption Price (the “C” heretoRedemption Adjustment Amount”). To the extent that the Redemption Adjustment Amount exceeds the aggregate Purchase Price set forth on the signature page, Subscriber shall not deliver any Purchase Price to the Company for the Subscribed Shares, and the Company shall instead deliver on the Closing Date the amount by which the Redemption Adjustment Amount exceeds the aggregate Purchase Price set forth on the signature page to Subscriber by wire transfer of United States dollars in immediately available funds to such account as Subscriber specifies to the Company from the Company’s Trust Account. In this regard, Subscriber hereby represents to the Company that it is not the owner of any Redeemed Shares as of the date hereof. (c) On In the later to event that the consummation of the Transactions does not occur of within two (i2) seven (7) days following Business Days after the Second Closing Date, should the Second anticipated Closing Date occurspecified in the Closing Notice, or (ii) unless otherwise agreed to in writing by the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (hereinCompany and Subscriber, the “Third Closing Date”)Company, Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. promptly (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty three (1803) days Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Third Company’s delivery to Subscriber of a new Closing Date Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or final ClosingSunday, on which commercial banks in New York, New York are open for the general transaction of business.

Closing. Assuming that all conditions The closing of the sale of the Property by Seller to Closing have been satisfied Purchaser (“Closing”) shall occur on the first business day following the expiration of thirty (30) days from and this Agreement has not otherwise been terminatedafter the date of the auction event at which the Property is being sold, or such earlier date to which Purchaser and Seller may agree (in either event, the consummation of the transaction contemplated hereby “Closing Date”). The Closing shall be held occur at the offices of the Title CompanyCompany or, located at Seller’s option, at the address office of a closing attorney designated by Seller in its sole discretion. At Closing, among other requirements set forth herein, Purchaser shall deliver the Purchase Price to Seller in accordance with Section 3 hereinabove and, if applicable, the amount set forth in Section 9.1 32 hereof for the personalty to be conveyed hereunder, and Seller shall deliver the Deed and, if applicable under Section 32 hereof, the Bill of Sale, to Purchaser. In addition, Purchaser and Seller shall occur in three (3) separate Closings, as follows: (a) On the later to occur execute an assignment and assumption of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice any Leases and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” Service Contracts (the “First "Assignment and Assumption") in a form satisfactory to Seller in its sole discretion, assigning and transferring to Purchaser without warranty by or recourse against Seller, Seller's interest in and under any and all (1) tenant leases in force on the Closing Date covering the Property or any portion thereof (the "Leases"), together with all rentals and other payments arising therefrom on and after the Closing Date”), Purchaser shall acquire and (2) contract agreements in force on the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property Date with respect to which this Agreement has been terminated; providedthe operation, howevermaintenance and use of the Property (the "Service Contracts"), that in together with all rights and obligations of Seller arising from the event that Seller Leases and the Service Contracts on and after the Closing Date. If either party fails to obtain all close the sale under the terms of this Contract, the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall non-defaulting party will be entitled to terminate this Agreement and receive a return exercise the remedies provided in Section 16 hereof. Any extension of the Closing Date must be in writing and executed by ▇▇▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion and Seller in advance of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (b) On the later to occur of (i) seven (7) days following the First scheduled Closing Date, should the First Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) . Notwithstanding the forgoingforegoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right right, in its sole discretion, to extend the Closing Date for the ▇▇▇▇ Interest Parcels a period of up to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180( ) days following the Third Closing Date as it may deem necessary or final Closingappropriate.

Closing. Assuming that all conditions The closing of the Subscription contemplated hereby (the “Closing”) shall occur on the date of, and immediately prior to Closing have been satisfied and this Agreement has not otherwise been terminated(but subject to), the consummation of the transaction contemplated hereby shall be held at Transactions (the offices date of the Title CompanyClosing, located at the address set forth in Section 9.1 hereof, and shall occur in three “Closing Date”). Upon written notice from (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (iion behalf of) the tenth Issuer and the SPAC to Subscriber (10ththe “Closing Notice”) business day following at least ten (10) Business Days prior to the date that Seller provides Purchaser with the Investor Approval Notice Issuer and the ▇▇▇▇ Acquisition Notice, if applicable, for SPAC reasonably expect all conditions to the below defined “First Closing Properties” closing of the Transactions to be satisfied (the “First Expected Closing Date”), Purchaser Subscriber shall acquire the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect deliver to the portion of Issuer no later than three (3) Business Days prior to the Property that has received the Limited Partner ApprovalsExpected Closing Date, with an appropriate adjustment to the Purchase Price for the Subscribed Shares, by wire transfer of United States dollars in accordance with Schedule “C” hereto. immediately available funds to the account specified by the Issuer and the SPAC in the Closing Notice, such funds to be held by the Issuer in escrow until the Closing. If the Transactions are not consummated on or prior to the fifth (b5th) On Business Day after the Expected Closing Date, the Issuer shall promptly (but no later than two (2) Business Days thereafter) return the Purchase Price to occur Subscriber by wire transfer of United States dollars in immediately available funds to an account specified by Subscriber. Notwithstanding such return, (i) seven (7) days following a failure to close on the First Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 3 to be satisfied or waived on or prior to the Closing Date, should the First Closing Date occur, or and (ii) Subscriber shall remain obligated (A) to redeliver funds to the tenth (10th) business day Issuer following the date that Seller provides Purchaser with Issuer’s delivery to Subscriber of a new Closing Notice designating and (B) to consummate the second group Closing upon satisfaction of Properties for which the Required Approvals have been obtained conditions set forth in this Section 3. At the Closing, upon satisfaction (hereinor, if applicable, waiver) of the conditions set forth in this Section 3, the “Second Closing Date”), Purchaser Issuer shall acquire issue to Subscriber (or the “Second Closing Properties”, as funds and accounts designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180) days following the Third Closing Date or final Closing.Subscriber if so

Closing. Assuming that all conditions The closing for the purchase and sale of each Mortgage Loan Package shall take place on the related Closing Date. At the Purchaser’s option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on each Closing have been satisfied and this Agreement has not otherwise been terminated, the consummation Date shall be subject to each of the transaction contemplated hereby shall be held at the offices of the Title Company, located at the address set forth in Section 9.1 hereof, and shall occur in three (3) separate Closings, as followsfollowing conditions: (a) On the later to occur of (i) September 3at least two Business Days prior to the related Closing Date, 2014the Seller shall deliver to the Purchaser a magnetic diskette, or transmit by modem, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the tenth (10th) business day following representations and warranties of the date that Seller provides Purchaser with the Investor Approval Notice under this Agreement and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” Interim Servicing Agreement (the “First Closing Date”), Purchaser shall acquire the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which each Mortgage Loan for an interim period, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement has been terminated; provided, however, that in or an Event of Default under the event that Seller fails to obtain all of Interim Servicing Agreement; (iii) the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (b) On the later to occur of (i) seven (7) days following the First Closing Date, should the First Closing Date occurhave received, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals Purchaser’s attorneys shall have been obtained (hereinreceived in escrow, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, all closing documents as designated by Seller specified in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions Section 11 of this Agreement, with an appropriate adjustment in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Seller shall have delivered and released to the Custodian all documents required pursuant to this Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price in accordance with Schedule “C” hereto. (c) On and Terms Agreement shall have been complied with. Subject to the later foregoing conditions, the Purchaser shall pay to occur of (i) seven (7) days following the Second Closing Date, should Seller on the Second related Closing Date occurthe Purchase Price, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions plus accrued interest pursuant to Section 4 of this Agreement, with an appropriate adjustment by wire transfer of immediately available funds to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received account designated by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180) days following the Third Closing Date or final ClosingSeller.

Closing. Assuming that all conditions to The closing for the purchase and sale of each Mortgage Loan Package shall take place on the related Closing have been satisfied and this Agreement has not otherwise been terminatedDate. At the Purchaser's option, the consummation Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on each Closing Date shall be subject to each of the transaction contemplated hereby shall be held at the offices of the Title Company, located at the address set forth in Section 9.1 hereof, and shall occur in three (3) separate Closings, as followsfollowing conditions: (a) On the later to occur of (i) September 3at least two Business Days prior to the related Closing Date, 2014the Seller shall deliver to the Purchaser a magnetic diskette, or transmit by modem, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on the related Closing Date (including accrued interest), and prepare the related Mortgage Loan Schedule; (ii) all of the tenth representations and warranties of the Seller under this Agreement and under the Servicing Agreement (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” (the “First Closing Date”), Purchaser shall acquire the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which each Mortgage Loan, for an interim period, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement has been terminated; provided, however, that in or an Event of Default under the event that Seller fails to obtain all of Servicing Agreement; (iii) the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (b) On the later to occur of (i) seven (7) days following the First Closing Date, should the First Closing Date occurhave received, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals Purchaser's attorneys shall have been obtained (hereinreceived in escrow, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, all closing documents as designated by Seller specified in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions Section 11 of this Agreement, with an appropriate adjustment in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Seller shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price in accordance with Schedule “C” hereto. (c) On and Terms Agreement shall have been complied with. Subject to the later foregoing conditions, the Purchaser shall pay to occur of (i) seven (7) days following the Second Closing Date, should Seller on the Second related Closing Date occurthe Purchase Price, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions plus accrued interest pursuant to Section 4 of this Agreement, with an appropriate adjustment by wire transfer of immediately available funds to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received account designated by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180) days following the Third Closing Date or final ClosingSeller.

Closing. Assuming that all conditions to Closing have been satisfied and this Agreement has not otherwise been terminated, a. The closing of the Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the transaction contemplated hereby shall be held at the offices of the Title Company, located at the address set forth in Section 9.1 hereof, Transaction and shall occur in immediately prior thereto. The Closing and the closing of the Transaction shall occur on December 30, 2016, subject to extension upon five (5) business days’ prior written notice to Subscriber (such date, including as so extended, the “Closing Date”). At least three (3) separate Closingsbusiness days prior to the Closing Date, Subscriber shall deliver to the Company, to be held in escrow until the Closing, the Purchase Price for the Acquired Shares by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in Annex B hereto. Immediately prior to the closing of the Transaction on the Closing Date, (a) the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber, and (b) upon such release, the Company shall deliver to Subscriber (i) the Acquired Shares in book entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as followsapplicable, and (ii) written notice from the Company or its transfer agent evidencing the issuance to Subscriber of the Acquired Shares on and as of the Closing Date. In the event the Closing does not occur on the Closing Date, the Company shall promptly (but not later than one (1) business day thereafter) return the Purchase Price to Subscriber. b. The Closing shall be subject to the conditions that, on the Closing Date: (a) On the later to occur of (i) September 3, 2014no suspension of the qualification of the Acquired Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred; (ii) all representations and warranties of the tenth Company and Subscriber contained in this Subscription Agreement shall be true and correct in all material respects (10th) business day following the date other than representations and warranties that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below are qualified as to materiality or Material Adverse Effect (as defined “First Closing Properties” (the “First Closing Date”herein), Purchaser which representations and warranties shall acquire the “First Closing Properties”, be true in all respects) at and as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (b) On the later to occur of (i) seven (7) days following the First Closing Date, should the First Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any and consummation of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with shall constitute a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated reaffirmation by Seller in Seller’s such Notice, excluding any each of the Property that has been permissibly removed from closing Company and Subscriber of each of the representations, warranties and agreements of each such party contained in accordance with this Subscription Agreement as of the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in each case without giving effect to consummation of the Transaction; (iii) the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing; (iv) the Company shall have obtained approval of the NASDAQ to list the Acquired Shares (other than the Series B Acquired Shares), subject to official notice of issuance; (v) the Company shall have filed the Certificate of Designation relating to the Series B Preferred Stock with the State of Delaware; (vi) no event later than one hundred eighty governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (180whether temporary, preliminary or permanent) days following which is then in effect and has the Third effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition; (vii) the Company shall have received proceeds from debt or equity financings on terms satisfactory to the Company that, together with the proceeds from the sale of the Acquired Shares hereunder, will be sufficient for the Company to pay the purchase price for the Transaction pursuant to the Purchase Agreement and the Assignment on the Closing Date or final Date; (viii) the Transaction shall be consummated substantially concurrently with the Closing in accordance with the terms of the Purchase Agreement. c. At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the Subscription as contemplated by this Subscription Agreement.

Closing. Assuming (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transactions (the “Closing Date”) for those Subscribed Shares that all conditions to the Forward Purchase Agreement provides will be purchased at such time, with such Closing have been satisfied and this Agreement has occurring substantially concurrently with (but not otherwise been terminated, before) the consummation of the transaction contemplated hereby shall be held at Transactions and subject to the offices terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Title Company, located at the address set forth in Section 9.1 hereof, and Forward Purchase Agreement shall occur in three (3) separate Closings, as follows: (a) On subsequently to the later to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day Closing Date following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition delivery of a Pricing Date Notice, if applicable, for the below defined “First Closing Properties” (the “First Closing Date”), Purchaser shall acquire the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (b) On At least five (5) Business Days before the later anticipated Closing Date, the Company shall deliver written notice to occur of Subscriber (the “Closing Notice”) specifying (i) seven (7) days following the First Closing Date, should the First anticipated Closing Date occur, or and (ii) the tenth wire instructions for delivery of the Purchase Price to the Company. No later than one (10th1) business day following Business Day prior to the date that Seller provides Purchaser with a Closing Notice designating Date as set forth in the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Property that has been permissibly removed Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from closing and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with the provisions of this Agreement, with an appropriate adjustment to its delivery instructions) (and the Purchase Price in accordance with Schedule “C” heretoshall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) On In the later to event that the consummation of the Transactions does not occur of within two (i2) seven (7) days following Business Days after the Second Closing Date, should the Second anticipated Closing Date occurspecified in the Closing Notice, or (ii) unless otherwise agreed to in writing by the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (hereinCompany and Subscriber, the “Third Closing Date”)Company, Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. promptly (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty three (1803) days Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Third Company’s delivery to Subscriber of a new Closing Date Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or final ClosingSunday, on which commercial banks in New York, New York are open for the general transaction of business.

Closing. Assuming that all conditions to Closing have been satisfied and this Agreement has not otherwise been terminated, The closing of the sale of the Shares contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the transaction contemplated hereby Transaction. The Closing shall be held at occur on the offices date of, and substantially concurrently with and conditioned upon the effectiveness of, the Transaction. Upon (a) satisfaction or waiver of the Title Company, located at the address conditions set forth in Section 9.1 hereof, 3 below and shall occur in three (3b) separate Closings, as follows: delivery of written notice from (aor on behalf of) On the later SPAC to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” (the “First Closing Date”), Purchaser shall acquire the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding that SPAC reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three (3) business days prior to the anticipated closing date specified in the Closing Notice (the “Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by SPAC in the Closing Notice and (ii) the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, SPAC shall issue a number of Shares to the Investor set forth on the signature page to this Subscription Agreement and subsequently cause such Shares to be registered in book entry form, free and clear of any property liens or other restrictions whatsoever (other than those arising under this Subscription Agreement, the organizational documents of SPAC or state or federal securities laws) in the name of the Investor (or its nominee in accordance with respect to which this Agreement has been terminatedits delivery instructions) and as promptly as practicable after the Closing, on and as of the Closing Date, on SPAC’s share register; provided, however, that in SPAC’s obligation to issue the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect Shares to the portion of the Property that has Investor under this Subscription Agreement is contingent upon SPAC having received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price Subscription Amount in full accordance with Schedule “C” hereto. this Section 2. If the Closing does not occur within three (b3) On the later to occur of (i) seven (7) business days following the First Closing Date, should the First Closing Date occurspecified in the Closing Notice, or SPAC shall promptly (ii) the tenth but not later than one (10th1) business day following thereafter) return the date that Seller provides Purchaser with a Closing Notice designating Subscription Amount in full to the second group Investor by wire transfer of Properties for which the Required Approvals have been obtained (hereinUnited States dollars in immediately available funds, the “Second Closing Date”), Purchaser and any book entries of Shares shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions be deemed cancelled. For purposes of this Subscription Agreement, with an appropriate adjustment “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to the Purchase Price in accordance with Schedule “C” heretoclose. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180) days following the Third Closing Date or final Closing.

Closing. Assuming that all conditions to Closing have been satisfied and this Agreement has not otherwise been terminated, the (a) The consummation of the transaction Subscription contemplated hereby shall be held at the offices of the Title Company, located at the address set forth in Section 9.1 hereof, and shall occur in three (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” (the “First Closing”) shall occur on the closing date of the Transaction (the “Closing Date”), Purchaser shall acquire immediately prior to or substantially concurrently with the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all consummation of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” heretoTransaction. (b) On At least one (1) Business Day before the later anticipated Closing Date, the Company shall deliver written notice to occur of Subscriber (the “Closing Notice”) specifying (i) seven (7) days following the First Closing Date, should the First anticipated Closing Date occur, or and (ii) the tenth wire instructions for delivery of the Purchase Price to the Company. No later than one (10th1) business day following Business Day prior to the date that Seller provides Purchaser with a anticipated Closing Notice designating Date as set forth in the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any Subscriber shall deliver the Purchase Price for the Subscribed Warrants by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, such funds to be held by the Company in escrow or a segregated account until the Closing. Upon satisfaction (or, if applicable, waiver) of the Property that has been permissibly removed from closing conditions set forth in this Section 2, the Company shall deliver to Subscriber at the Closing a Common Stock Purchase Warrant representing the Subscribed Warrants in the form of Annex B hereto, free and clear of any liens, charges, mortgages, pledges, claims, equities, encumbrances and other third party rights or other restrictions (other than those arising under this Subscription Agreement, the organizational documents of the Company or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with the provisions of this Agreement, with an appropriate adjustment to its delivery instructions) (and the Purchase Price in accordance with Schedule “C” hereto. shall be released from escrow automatically and without further action by the Company or the Subscriber). In the event that the consummation of the Transaction does not occur within one (c1) On Business Day after the later to occur of (i) seven (7) days following the Second Closing Date, should the Second anticipated Closing Date occurspecified in the Closing Notice, or (ii) unless otherwise agreed to in writing by the tenth (10th) business day following Company and the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (hereinSubscriber, the “Third Closing Date”), Purchaser Company shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. promptly (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty two (1802) days Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber, and the Common Stock Purchase Warrants and any records of the Subscribed Warrants on the Company’s books and records shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated (A) to redeliver funds to the Company following the Third Company’s delivery to Subscriber of a new Closing Date Notice in accordance with this Section 2 and (B) to consummate the Closing upon satisfaction of the conditions set forth in this Section 2. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday or final ClosingSunday, or any other day on which banks located in New York, New York are required or authorized by law to be closed for business.

Closing. Assuming that all conditions to Closing have been satisfied The closing of the sale, purchase and this Agreement has not otherwise been terminated, issuance of the PIPE Securities contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the transaction contemplated hereby Transaction. The Closing shall be held at occur contingent upon, and substantially concurrent with the offices effectiveness of the Title Company, located at the address set forth in Section 9.1 hereof, and shall occur in three Transaction (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition NoticeClosing so occurs, if applicable, for the below defined “First Closing Properties” (the “First Closing Date”), Purchaser shall acquire the “First Closing Properties”, as designated by Seller in a . Upon delivery of written notice delivered from (or on behalf of) ListCo to Purchaser the Investor (a the “Closing Notice”), excluding any property with respect that ListCo reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which this Agreement has been terminated; providedthe Closing Notice is delivered to the Investor, howeverthe Investor shall deliver to ListCo, that three (3) business days prior to the anticipated closing date specified in the event Closing Notice, any other information that Seller fails is reasonably requested in the Closing Notice in order for the PIPE Securities to obtain all be issued to the Investor, including, without limitation, the legal name of the Limited Partner Approvals for person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Property Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by November 30delivering a fully executed Warrant Agreement to the Investor, 2014and subsequently cause the Shares to be registered in book entry form, then Purchaser shall be entitled to terminate this Agreement free and receive a return clear of all liens (other than those arising under applicable securities laws), in the name of the ▇▇▇▇▇▇▇ Money or proceed Investor on ListCo’s share register. In lieu of paying the Subscription Amount, Investor hereby agrees that it shall not exercise its right to Closing with respect to redeem the portion number of Class A Shares (as defined below) set forth on the signature page hereto, which it currently holds as of the Property that has received date of this Subscription Agreement, prior to and in connection with the Limited Partner Approvals, with an appropriate adjustment to consummation of the Purchase Price Transaction in accordance with Schedule “C” hereto. (b) On the later to occur of (i) seven (7) days following the First Closing Date, should the First Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions Section 16 hereof. For purposes of this Subscription Agreement, with an appropriate adjustment “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to the Purchase Price in accordance with Schedule “C” heretoclose for business. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180) days following the Third Closing Date or final Closing.

Closing. Assuming (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transactions (the “Closing Date”) for those Subscribed Shares that all conditions to the Forward Purchase Agreement provides will be purchased at such time, with such Closing have been satisfied and this Agreement has occurring substantially concurrently with (but not otherwise been terminated, before) the consummation of the transaction contemplated hereby shall be held at Transactions and subject to the offices terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Title Company, located at the address set forth in Section 9.1 hereof, and Forward Purchase Agreement shall occur in three (3) separate Closings, as follows: (a) On subsequently to the later to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day Closing Date following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition delivery of a Pricing Date Notice, if applicable, for the below defined “First Closing Properties” (the “First Closing Date”), Purchaser shall acquire the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (b) On At least two Business Days before the later anticipated Closing Date, the Company shall deliver written notice to occur of Subscriber (the “Closing Notice”) specifying (i) seven (7) days following the First Closing Date, should the First anticipated Closing Date occur, or and (ii) the tenth (10th) business day following wire instructions for delivery of the date that Seller provides Purchaser with a Purchase Price to the Company. No later than one Business Day prior to the Closing Notice designating Date as set forth in the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Property that has been permissibly removed Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from closing and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with the provisions of this Agreement, with an appropriate adjustment to its delivery instructions) (and the Purchase Price in accordance with Schedule “C” heretoshall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) On In the later to event that the consummation of the Transactions does not occur of (i) seven (7) days following within two Business Days after the Second Closing Date, should the Second anticipated Closing Date occurspecified in the Closing Notice, or (ii) unless otherwise agreed to in writing by the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (hereinCompany and Subscriber, the “Third Closing Date”)Company, Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. promptly (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty three Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (180x) days a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Third Company’s delivery to Subscriber of a new Closing Date Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or final ClosingSunday, on which commercial banks in New York, New York are open for the general transaction of business.

Closing. Assuming that all conditions to Closing have been satisfied and this Agreement has not otherwise been terminated, the consummation of the transaction contemplated hereby shall be held at the offices of the Title Company, located at the address set forth in Section 9.1 hereof, and shall occur in three (3) separate Closings, as follows: (a) On The transaction of Purchase and Sale is to be completed on the later to occur day of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” (the “First Closing Date” or “Closing”), Purchaser shall acquire . The parties acknowledge and confirm that the required Tarion Addendum to Agreement of Purchase and Sale (Freehold Form – Firm Closing Date) (the “First Tarion Addendum”) and the required Statement of Critical Dates (Freehold Form – Firm Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which Date) form an integral part of this Agreement has been terminated; provided, however, that in Agreement. In the event that Seller fails the Vendor shall not be able to obtain all complete construction of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect Dwelling prior to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (b) On the later to occur of (i) seven (7) days following the First Closing Date, should the First Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller Vendor shall have the right to extend the Closing Date in accordance with Sections 3, 4 or 5 of the Tarion Addendum, whichever may be applicable. (b) The Dwelling shall be deemed to be completed when the Dwelling has been approved for occupancy by the ▇▇▇▇ Interest Parcels Town of Ajax notwithstanding that there remains non-substantial interior work and/or any exterior work to be completed including, but not limited to paving, walkways, decks, driveways, painting, grading, sodding and landscaping. The Vendor shall, on or before Closing, deliver to Purchaser the final certificate, the Occupancy Permit or the signed written confirmation of the Vendor, whichever is applicable, required under Section 9(a) of the Tarion Addendum. (c) If the Dwelling has been approved for occupancy by the Town of Ajax on or before the Closing Date and the Vendor has complied with its obligations under Section 9(a) of the Tarion Addendum, the Purchaser shall close the transaction in accordance with the provisions of this Agreement and the Vendor agrees to complete any outstanding details of construction required by this Agreement within a separate final reasonable time thereafter having regard to weather conditions and availability of supplies and labour. (d) The Purchaser is notified that although the Subdivision Agreements (as hereinafter defined) may require the issuance of an Occupancy Permit, the practice of the Municipality may be such that oral consent to occupancy is given and that formal consent is given at some later time, including formal release with reference to other matters referred to in the Subdivision Agreements. The Vendor shall not be obligated as of Closing following to provide a formal occupancy permit but shall otherwise comply with its obligations under Section 9(a) of the Third Tarion Addendum and the Purchaser shall complete this transaction in accordance with the terms of this Agreement. (e) The Purchaser acknowledges that certain external work to the Property such as grading, paving, sodding, exterior painting and/or repair cannot be undertaken until weather conditions permit and that failure to complete all exterior work or non-substantial interior work shall not be deemed to be a failure to complete the Dwelling. The Purchaser further acknowledges that in order to allow for natural settlement of the driveway, the Vendor will not pave the driveway until at least one year after the Closing Date, but in no event later than one hundred eighty (180) days following the Third Closing Date or final Closing.

Closing. Assuming The Closing shall occur on the Closing Date, subject to the completion of the other parts of the Transactions (other than those Transactions that are scheduled to be completed following the Amalgamation Closing), including the substantially concurrent occurrence of the Amalgamation Closing. Upon written notice from (or on behalf of) FEAC to Subscriber (the “Closing Notice”) at least five (5) Business Days prior to the date that FEAC reasonably expects all conditions to the Amalgamation Closing have been to be satisfied and this Agreement has not otherwise been terminated, the consummation of the transaction contemplated hereby shall be held at the offices of the Title Company, located at the address set forth in Section 9.1 hereof, and shall occur in three (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” (the “First Expected Closing Date”), Purchaser Subscriber shall acquire the “First Closing Properties”, as designated by Seller in a written notice delivered deliver to Purchaser FEAC no later than two (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect 2) Business Days prior to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to Expected Closing Date (i) the Purchase Price for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by FEAC in the Closing Notice, such funds to be held by FEAC in escrow, segregated from and not co-mingled with the other funds of FEAC (and in no event will such funds be held in the Trust Account) for the benefit of Subscriber until the Closing at which point the funds shall be released to Newco at the time of the PIPE Financing; and (ii) any other information that is reasonably requested in the Closing Notice in order for FEAC (or, following the Assumption, Newco) to issue the Subscribed Shares including, without limitation, the legal name of the person in whose name such Subscribed Shares are to be issued, and if applicable, a duly executed Internal Revenue Service Form W-9 or the applicable Internal Revenue Service Form W-8, as applicable. On the Closing Date, following and subject to the Assumption, Newco shall issue to Subscriber (or the funds and accounts designated by Subscriber if so designated by Subscriber, or its nominee in accordance with Schedule “C” hereto. its delivery instructions) or to a custodian designated by Subscriber, as applicable, the Subscribed Shares, free and clear of any liens or other restrictions whatsoever (b) On the later to occur of other than those arising under state or federal securities laws or Canadian securities laws), which Subscribed Shares, unless otherwise determined by FEAC (i) seven (7) days or following the First Closing DateAssumption, should the First Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”Newco), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreementbe uncertificated, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, record ownership reflected only in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller register of shareholders of Newco and shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180) days following the Third Closing Date or final Closing.provide evidence of such issuance from Newco’s transfer agent

Closing. Assuming that all conditions to Closing have been satisfied The closing of the sale, purchase and this Agreement has not otherwise been terminated, issuance of the PIPE Securities contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the transaction contemplated hereby Transaction. The Closing shall be held at occur contingent upon, and substantially concurrent with the offices effectiveness of the Title Company, located at the address set forth in Section 9.1 hereof, and shall occur in three Transaction (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition NoticeClosing so occurs, if applicable, for the below defined “First Closing Properties” (the “First Closing Date”), Purchaser shall acquire the “First Closing Properties”, as designated by Seller in a . Upon delivery of written notice delivered from (or on behalf of) ListCo to Purchaser the Investor (a the “Closing Notice”), excluding any property with respect that ListCo reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which this Agreement has been terminated; providedthe Closing Notice is delivered to the Investor, howeverthe Investor shall deliver to ListCo, that three (3) business days prior to the anticipated closing date specified in the event Closing Notice, any other information that Seller fails is reasonably requested in the Closing Notice in order for the PIPE Securities to obtain all be issued to the Investor, including, without limitation, the legal name of the Limited Partner Approvals for person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Property Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by November 30delivering a fully executed Warrant Agreement to the Investor, 2014and subsequently cause the Shares to be registered in book entry form, then Purchaser shall be entitled to terminate this Agreement free and receive a return clear of all liens (other than those arising under applicable securities laws), in the name of the ▇▇▇▇▇▇▇ Money or proceed Investor on ListCo’s share register. In lieu of paying the Subscription Amount, Investor hereby agrees that it shall not exercise its right to Closing redeem the Investor ARYA Shares (as defined below) in connection with respect to the portion consummation of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price Transaction in accordance with Schedule “C” hereto. (b) On the later to occur of (i) seven (7) days following the First Closing Date, should the First Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions Section 16 hereof. For purposes of this Subscription Agreement, with an appropriate adjustment “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to the Purchase Price in accordance with Schedule “C” heretoclose for business. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180) days following the Third Closing Date or final Closing.

Closing. Assuming that all conditions to Closing have been satisfied and this Agreement has not otherwise been terminated, the consummation of the transaction contemplated hereby shall be held at the offices of the Title Company, located at the address set forth in Section 9.1 hereof, and shall occur in three (3) separate Closings, as follows: (a) On the later to The purchase and sale transaction contemplated in this Agreement shall occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following on the date that Seller provides Purchaser with and in the Investor Approval Notice and manner specified in the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” Basic Terms section of this Agreement (the “First Closing Date”), Purchaser shall acquire provided that all conditions precedent to the Closing have been fulfilled or have been waived in writing by the respective party entitled to waive same. Notwithstanding anything contained in this Agreement to the contrary, if any of the homes comprising the Property become vacant at least five (5) days prior to the Closing (the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing NoticeVacant Homes”), excluding any property Buyer shall have the right to defer the purchase of the Vacant Homes until such time as Seller enters into a lease for such homes with respect tenants satisfying qualification standards mutually acceptable to which this Agreement has been terminated; providedSeller and Buyer, however, and upon terms reasonably acceptable to Buyer. The closing(s) for the Vacant Homes shall occur on a date mutually acceptable to Seller and Buyer but not later than fifteen (15) days after Seller notifies Buyer that the conditions in the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing preceding sentence have been satisfied with respect to the portion applicable Vacant Homes. In such event, the amount of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price paid by Buyer at the Closing Date and at each subsequent closing of the Vacant Homes thereafter shall be based on the Assigned Home Value of the homes purchased at each respective closing. Further notwithstanding anything contained in accordance this Agreement to the contrary, if Seller fails to enter into a lease for any of the Vacant Homes with Schedule “C” heretotenants that satisfy Buyer’s tenant qualification standards and upon terms acceptable to Buyer within sixty (60) days after the initial Closing Date, Buyer shall have the right to exclude any such Vacant Homes from the transaction contemplated under this Agreement by delivering written notice to Seller, in which event neither party shall have any further rights or obligations with respect to such Vacant Homes. (b) On or before the later to occur of (i) seven (7) days following the First Closing Date, should the First Closing Date occur, or (ii) parties shall establish the tenth (10th) business day following the date that Seller provides Purchaser usual form of deed and money escrow with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date Escrow Holder. Counsel for the ▇▇▇▇ Interest Parcels respective parties are hereby authorized to a separate final Closing following execute the Third Closing Date, but in no event later than one hundred eighty (180) days following the Third Closing Date or final Closingescrow trust instructions as well as any amendments thereto.

Closing. Assuming that all conditions to Closing have been satisfied The closing of the Subscription contemplated hereby (the “Closing”) shall occur on the date of, and this Agreement has not otherwise been terminatedimmediately prior to, the consummation of the transaction contemplated hereby shall be held at the offices of the Title Company, located at the address set forth in Section 9.1 hereof, and shall occur in Transaction. Not less than three (3) separate Closings, as follows: (a) On Business Days prior to the later to occur anticipated closing date of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” Transaction (the “First Closing Date”), Purchaser the Company shall acquire provide written notice to Subscriber (the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Funding Notice”) of the anticipated Closing Date, the Applicable Purchase Price for the Shares and instructions for wiring the Applicable Purchase Price for the Shares. For the purposes hereof, “Business Day” means a day, other than Saturday, Sunday or such other day on which commercial banks in New York, New York are authorized or required by applicable laws to close. No later than 5:00 PM EST on the date that is two (2) Business Days prior to the anticipated Closing Date (and, in any event, no more than one (1) Business Day following the Company’s provision of the Funding Notice pursuant to this Section 3.1), excluding any property with respect Subscriber shall deliver to which this Agreement has been terminated; provided, however, that the Company the Applicable Purchase Price for the Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the event that Seller fails Funding Notice, such funds to obtain all be held by the Company in escrow until the Closing. At the Closing, upon satisfaction (or, if applicable, waiver) of the Limited Partner Approvals for conditions set forth in this Section 3, the Property by November 30Company shall deliver to Subscriber the Shares in book-entry form, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return in the name of the ▇▇▇▇▇▇▇ Money Subscriber (or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price its nominee in accordance with Schedule “C” hereto. (bits delivery instructions) On or to a custodian designated by Subscriber, as applicable. In the later to event the closing of the Business Combination does not occur of (i) seven (7) days following on the First Closing Date, should the First Closing Date occur, or Company shall promptly (iibut not later than two (2) Business Days thereafter) return the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Applicable Purchase Price in accordance with Schedule “C” heretoto Subscriber. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180) days following the Third Closing Date or final Closing.

Closing. Assuming that all conditions to Closing have been satisfied and this Agreement has not otherwise been terminated, the consummation The closing of the transaction sale of the Equity Support Shares contemplated hereby (the “Closing”) shall be held at occur on the offices closing date (the “Closing Date”) and is expected to occur substantially concurrently with the Transaction Closing. Subject to the satisfaction or waiver of the Title Company, located at the address conditions set forth in this Section 9.1 hereof2 and in Section 3 below, and shall occur in three upon delivery of written notice from (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (iion behalf of) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” Issuer to each Subscriber (the “First Closing Date”), Purchaser shall acquire the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding that the Issuer reasonably expects all conditions to the Transaction Closing to be satisfied or waived on an expected Closing Date that is not less than ten (10) business days from the date on which the Closing Notice is delivered to the Subscribers, each Subscriber shall deliver to the Collateral Account, on the expected Closing Date specified in the Closing Notice, the amount equal to (x) the number of its Equity Support Shares, multiplied by (y) the Per Share Subscription Price (as applicable to such Subscriber, the “Subscription Amount”) by wire transfer of United States dollars in immediately available funds to the Collateral Account; provided, that, as a condition to each Subscriber’s obligation to deliver the Subscription Amount to the Collateral Account, the Issuer shall have made (i) the Collateral Account Deposit minus the Subscription Amount (as evidenced by a statement from the Collateral Account issued by the Securities Intermediary) and (ii) have paid or caused to be paid to each Subscriber an amount in USD (the “Option Premium”) equal to the product of (x) USD 0.10 multiplied by (y) a pro rata portion of 5,000,000, based on the ratio that the Maximum Subscription Amount of such Subscriber bears to the Total Maximum Subscription Amount, as set forth in Schedule B (the “Option Premium Payment”). On the Closing Date and prior to the release of the Subscription Amount by each Subscriber, the Issuer shall (i) issue the Equity Support Shares against payment of the Subscription Amount to each Subscriber and cause the Equity Support Shares to be registered in book entry form in the name of such Subscriber on the Issuer’s share register (which book entry records shall contain an appropriate notation concerning transfer restrictions of the Equity Support Shares, in accordance with applicable securities laws of the states of the United States and other applicable jurisdictions), and will provide to such Subscriber evidence of such issuance from the Issuer’s transfer agent (the “Transfer Agent”), (ii) deposit or cause to be deposited each Collateral Account Deposit directly to the Collateral Account (less, for the avoidance of doubt, the Subscription Amount) , and (iii) pay or cause to be paid to each Subscriber the Option Premium Payment. For purposes of this Equity Support Agreement, “business day” shall mean a day, other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close. Prior to or at the Closing, each Subscriber shall deliver to the Issuer a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. In the event the consummation of the Transaction does not occur within two (2) business days after the Closing Date under this Equity Support Agreement, the Issuer shall promptly (but not later than two (2) business days thereafter) return the Subscription Amount to each Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by such Subscriber, and any property with respect to which book entries for the Equity Support Shares shall be deemed repurchased and cancelled; provided that, unless this Equity Support Agreement has been terminated; providedterminated pursuant to Section 8 hereof, however, that in the event that Seller fails to obtain all such return of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser funds shall be entitled to not terminate this Equity Support Agreement and receive a return or relieve any Subscriber of its obligation to purchase the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to Equity Support Shares at the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (b) On the later to occur of (i) seven (7) days following the First Closing Date, should the First Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180) days following the Third Closing Date or final Closing.

Closing. Assuming that all conditions The closing for the purchase and sale of each Mortgage Loan Package shall take place on the related Closing Date. At the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on each Closing have been satisfied and this Agreement has not otherwise been terminated, the consummation Date shall be subject to each of the transaction contemplated hereby shall be held at the offices of the Title Company, located at the address set forth in Section 9.1 hereof, and shall occur in three (3) separate Closings, as followsfollowing conditions: (a) On the later to occur of (i) September 3at least two Business Days prior to the related Closing Date, 2014the Seller shall deliver to the Purchaser a magnetic diskette, or transmit by modem, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the tenth representations and warranties of the Seller under this Agreement and of the Interim Servicer under the Interim Servicing Agreement (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” (the “First Closing Date”), Purchaser shall acquire the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which each Mortgage Loan for an interim period, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement has been terminated; provided, however, that in or an Event of Default under the event that Seller fails to obtain all of Interim Servicing Agreement; (iii) the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (b) On the later to occur of (i) seven (7) days following the First Closing Date, should the First Closing Date occurhave received, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals Purchaser's attorneys shall have been obtained (hereinreceived in escrow, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, all closing documents as designated by Seller specified in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions Section 11 of this Agreement, with an appropriate adjustment in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Seller shall have delivered and released to the Custodian all documents required hereunder pursuant to this Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price in accordance with Schedule “C” hereto. (c) On and Terms Agreement shall have been complied with. Subject to the later foregoing conditions, the Purchaser shall pay to occur of (i) seven (7) days following the Second Closing Date, should Seller on the Second related Closing Date occurthe Purchase Price, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions plus accrued interest pursuant to Section 4 of this Agreement, with an appropriate adjustment by wire transfer of immediately available funds to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received account designated by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180) days following the Third Closing Date or final ClosingSeller.

Closing. Assuming that all If the minimum number of Conversion Shares permitted to be sold in the Reorganization on the basis of the most recently updated Reorganization appraisal are subscribed for at or before the termination of the Offerings, and the other conditions to Closing have been satisfied and this Agreement has not otherwise been terminatedthe completion of the Reorganization are satisfied, the consummation Holding Company agrees to issue the Shares on the Closing Date (as hereinafter defined) against payment therefor by the means authorized by the Plan and to deliver certificates evidencing ownership of the transaction contemplated hereby Conversion Shares in such authorized denominations and registered in such names as may be indicated on the subscription order forms directly to the purchasers thereof as promptly as practicable after the Closing Date. The Closing shall be held at the offices of special counsel to the Title CompanyPrimary Parties, located or at such other place as shall be agreed upon among the address Primary Parties and the Agent, at 10:00 a.m. on a business day selected by the Holding Company which business day shall be no less than two business days following the giving of prior notice by the Holding Company to the Agent or at such other time as shall be agreed upon by the Primary Parties and the Agent. At the Closing, the Primary Parties shall deliver to the Agent in same-day funds the commissions, fees and expenses owing to the Agent as set forth in Section 9.1 hereof, Sections 4 and shall occur in three (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice 8 hereof and the ▇▇▇▇ Acquisition Notice, if applicable, opinions required hereby and other documents deemed reasonably necessary by the Agent shall be executed and delivered to effect the sale of the Shares as contemplated hereby and pursuant to the terms of the Prospectus. The Holding Company shall notify the Agent when funds shall have been received for the below defined “First Closing Properties” (the “First Closing Date”), Purchaser shall acquire the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all minimum number of shares of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (b) On the later to occur of (i) seven (7) days following the First Closing Date, should the First Closing Date occur, or (ii) the tenth (10th) business day following the Common Stock. The date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for upon which the Required Approvals have been obtained (herein, Holding Company shall release the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing Conversion Shares for delivery in accordance with the provisions of this Agreement, with an appropriate adjustment terms hereof is referred to herein as the Purchase Price in accordance with Schedule “C” hereto"Closing Date. (c) On " As soon as practicable after the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occurHolding Company and the Bank shall cause a letter of transmittal to be mailed to each Public Stockholder advising such Public Stockholder of the terms of the Exchange offering and the procedure for surrendering to an agent, or duly appointed by the Holding Company (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein"Exchange Agent"), the “Third certificates evidencing shares of Bank Common Stock issued and outstanding as of the Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s . Upon surrender of each such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment certificate to the Purchase Price in accordance with Schedule “C” heretoExchange Agent, the Holding Company agrees to issue to the holder thereof or his or her designee a certificate or certificates representing the number of full Exchange Shares based on the Exchange Ratio. (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180) days following the Third Closing Date or final Closing.

Closing. Assuming that all conditions to Closing have been satisfied and this Agreement has not otherwise been terminated, The closing of the Subscription contemplated hereby (the “Closing”) shall occur substantially concurrent with the consummation of the transaction contemplated hereby shall be held at Transactions Closing (the offices date of the Title CompanyClosing, located at the address set forth in Section 9.1 hereof, and shall occur in three (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” (the “First Closing Date”)) subject to the terms and conditions set forth herein; provided that the Closing shall occur after the Merger Effective Time (as defined in the Business Combination Agreement, Purchaser shall acquire the “First Merger Effective Time”). Not less than five (5) business days prior to the anticipated Closing Properties”Date, as designated by Seller in a the Issuer shall provide written notice delivered to Purchaser Subscriber (a the “Closing Notice”) of such anticipated Closing Date. Subscriber shall deliver on or before two (2) business days prior to the anticipated Closing Date the Purchase Price for the Shares by wire transfer of U.S. dollars in immediately available funds to the escrow account specified by the Issuer in the Closing Notice, to be held by the escrow agent until the Transactions Closing. Not later than one (1) business day after the Closing Date, the Issuer shall deliver to Subscriber (1) the Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities laws), excluding in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable; and (2) a copy of the records of the Issuer’s transfer agent (the “Transfer Agent”) or other evidence showing Subscriber as the owner of the Shares on and as of the Closing Date. For purposes of this Subscription Agreement, “business day” shall mean a day, other than a Saturday, Sunday or other day on which commercial banks in New York, the Cayman Islands or Singapore are authorized or required by law to close. In the event the Closing Date does not occur within two (2) business days after the anticipated Closing Date identified in the Closing Notice, the Issuer shall cause the escrow agent to promptly (but not later than two (2) business days thereafter) return the Purchase Price to Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by Subscriber, and any property with respect to which book entries shall be deemed cancelled; provided that unless this Subscription Agreement has been terminated; providedterminated pursuant to Section 5, however, that in the event that Seller fails to obtain all such return of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser funds shall be entitled to not terminate this Subscription Agreement and receive or relieve Subscriber of its obligation to purchase the Shares at the Closing upon delivery of a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (b) On the later to occur of (i) seven (7) days following the First Closing Date, should the First Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a new Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions terms of this AgreementSection 2.1. Prior to or at Closing, with an Subscriber shall deliver to Issuer a duly completed and executed Internal Revenue Service Form W-9 or appropriate adjustment to the Purchase Price in accordance with Schedule “C” heretoForm W-8. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180) days following the Third Closing Date or final Closing.

Closing. Assuming that all conditions (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the Closing Date, immediately prior to Closing have been satisfied or concurrently with, and this Agreement has not otherwise been terminatedconditioned upon the effectiveness of, the consummation of the transaction contemplated hereby shall be held at the offices of the Title Company, located at the address set forth in Section 9.1 hereof, and shall occur in three (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice Transaction and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” (the “First Closing Date”), Purchaser shall acquire the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which terms and conditions of this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” heretoSubscription Agreement. (b) On At least two (2) Business Days before the later anticipated Closing Date, the Company shall deliver written notice to occur of Subscriber (the “Closing Notice”) specifying (i) seven (7) days following the First Closing Date, should the First anticipated Closing Date occur, or and (ii) the tenth wire instructions for delivery of the Purchase Price to the Company. No later than one (10th1) business day following Business Day prior to the date that Seller provides Purchaser with a Closing Notice designating Date as set forth in the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any Subscriber shall deliver the Purchase Price for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Property that has been permissibly removed from closing Company), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares and Subscribed Warrants in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with the provisions of this Agreement, with an appropriate adjustment to its delivery instructions) (and the Purchase Price in accordance with Schedule “C” heretoshall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares and the Subscribed Warrants on and as of the Closing Date. (c) On Notwithstanding Section 2(b), if Subscriber informs the later Company (1) that it is an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (2) that it is advised by an investment adviser subject to occur regulation under the Investment Advisers Act of 1940, as amended, or (3) that its internal compliance policies and procedures so require it, then, in lieu of the settlement procedures in Section 2(b), the following shall apply: (i) seven no later than two (72) days following Business Days prior to the Second Closing Date as set forth in the Closing Notice, Subscriber shall provide the Company such information that the Company reasonably requests in order for the Company to issue the Subscribed Securities, including, without limitation, the name of the person in whose name the Subscribed Securities are to be issued (or a nominee as indicated by Subscriber) and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable, (ii) upon confirmation of Subscriber’s available funds necessary to initiate the wiring of the Purchase Price for the Subscribed Securities, but prior to Subscriber’s release of its payment of the Purchase Price for the Subscribed Securities, on the Closing Date the Company shall issue and deliver to Subscriber the Subscribed Securities, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in book entry form in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable and a copy of the records of the Company’s transfer agent showing Subscriber (or its nominee in accordance with its delivery instructions) as the registered holder of the Subscribed Securities on and as of the Closing Date, should and (iii) at 8:00 a.m. New York City time on the Second Closing Date occur, (or (ii) as soon as practicable following receipt of evidence from the tenth (10th) business day following Company’s transfer agent of the date that Seller provides Purchaser with a Closing Notice designating issuance to Subscriber of the third group Subscribed Securities on and as of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser Subscriber shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to deliver the Purchase Price by wire transfer of United States dollars in accordance with Schedule “C” heretoimmediately available funds to the account(s) specified by the Company in the Closing Notice (which shall not be escrow accounts). (d) Notwithstanding In the forgoing, event that the consummation of the Transaction does not occur within five (5) Business Days after the anticipated Closing Date specified in the event the ▇▇▇▇ Approval is not received Closing Notice, unless otherwise agreed to in writing by the Third Closing DateCompany and Subscriber, then Seller the Company shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, promptly (but in no event later than one hundred eighty seven (1807) days Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company following the Third Company’s delivery to Subscriber of a new Closing Date Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday or final ClosingSunday, or any other day on which banks located in New York, New York are required or authorized by law to be closed for business.

Closing. Assuming that all conditions to Closing have been satisfied and this Agreement has not otherwise been terminated, the consummation 8.1 The closing of the transaction contemplated hereby purchase and sale of the Firm Shares shall be held take place at the Closing Time at the offices of the Title Company, located at the address set forth in Section 9.1 hereof, and shall occur in three (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” (the “First Closing Date”), Purchaser shall acquire the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion ▇▇▇▇▇ LLP in Vancouver, British Columbia. 8.2 The closing of the Property that has received purchase and sale of any Option Shares shall be completed at the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. Closing Time on such date (b) On the later to occur of (i) seven (7) days following the First Closing Date, should the First Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Option Closing Date”), Purchaser which may be the same as the Closing Date but shall acquire in no event be earlier than the “Second Closing Properties”Date, nor less than three nor more than five business days after the giving of the notice hereinafter referred to (provided that if the Option Closing Date is the same as the Closing Date, such notice may be given not less than two business days prior to the Option Closing Date), as designated by Seller shall be specified in Seller’s such Closing Noticea written notice from the Lead Underwriter, excluding any on behalf of the Property Underwriters, to the Corporation of the Underwriters’ determination to purchase that has been permissibly removed from number of Option Shares specified in such notice. The closing of the purchase and sale of any Option Shares shall be completed at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP in accordance with Vancouver, British Columbia. If the Over-Allotment Option is exercised, all of the provisions of this Agreement, with an appropriate adjustment Agreement relating to the Purchase Price purchase by the Underwriters of the Firm Shares shall apply mutatis mutandis in relation to the purchase by the Underwriters of any Option Shares at the Closing Time on the Option Closing Date. 8.3 At the Closing Time, the Corporation shall deliver to CDS Clearing and Depository Services Inc. (“CDS”), on behalf of the Underwriters, in electronic or certificated form, the Firm Shares registered in name or names as the Lead Underwriter may notify the Corporation not less than two business days before the Closing Date. The Lead Underwriter, on behalf of the Underwriters, shall furnish to CDS not less than two business days before the Closing Date, a breakdown of the number of Firm Shares to be allocated in the book-based system of CDS to the Underwriters and other brokers or dealers which are participants of CDS and act on behalf of beneficial owners, together with the financial institution numbers of each person to whom Firm Shares are to be allocated in the book-based system. The delivery of the Firm Shares in electronic or certificated form to CDS shall be made against payment by the Underwriters to the Corporation of the aggregate purchase price, net of the Underwriting Fee, for the Firm Shares by wire transfer in immediately available funds as set forth in section 8.4. 8.4 Payment of the amount of the aggregate purchase price for the Purchased Shares, net of the Underwriting Fee and expenses in accordance with Schedule “C” hereto. section 12.1, shall be effected by wire transfer in immediately available Canadian dollars payable to the Corporation or as the Corporation may otherwise direct the Underwriter in writing not later than 2:00 p.m. (cVancouver time) On on the later to occur of (i) seven (7) days following third business day immediately preceding the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180) days following the Third Closing Date or final Closing.

Closing. Assuming that all conditions to Closing have been satisfied and this Agreement has not otherwise been terminated, the consummation The closing of the transaction Subscription contemplated hereby shall be held at the offices of the Title Company, located at the address set forth in Section 9.1 hereof, and shall occur in three (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” (the “First Closing”) shall occur on a closing date (the “Closing Date”) specified in the Closing Notice (as defined below), which closing shall occur on the same day, and substantially concurrent with, the Acquisition Closing; provided that the Closing shall occur no earlier than immediately after the Initial Merger Effective Time (as defined in the Business Combination Agreement) (the “Transaction Closing Date”). Not less than ten (10) business days prior to the anticipated Transaction Closing Date, Purchaser the Issuer shall acquire the “First Closing Properties”, as designated by Seller in a provide written notice delivered to Purchaser Subscriber (a the “Closing Notice”) of such anticipated Transaction Closing Date and the Closing Date. Subscriber shall deliver, as promptly as practicable following receipt of evidence of issuance of the Shares described below, on the Closing Date the Purchase Price for the Shares by wire transfer of U.S. dollars in immediately available funds to the account specified by the Issuer in the Closing Notice. On the Closing Date immediately after the Initial Merger Effective Time (as defined in the Business Combination Agreement) and prior to the delivery of the Purchase Price for the Shares by the Subscriber, the Issuer shall deliver to Subscriber (1) the Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities laws), excluding in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable; and (2) a copy of the records of the Issuer’s transfer agent (the “Transfer Agent”) or other evidence showing Subscriber as the owner of the Shares on and as of the Closing Date (it being understood that the delivery of items (1) and (2) as described in this sentence shall be a condition precedent to Subscriber’s obligation to deliver the Purchase Price). In the event that the Subscriber has not delivered the Purchase Price to the Issuer’s bank account specified in the Closing Notice within one (1) business day of such funding having been initiated in accordance with this agreement (or if such Subscriber has not initiated funding of the Purchase Price within one (1) business day of the Closing), any property with respect book entries in the name of Subscriber shall be deemed cancelled. For purposes of this Subscription Agreement, “business day” shall mean a day, other than a Saturday, Sunday or other day on which commercial banks in New York, New York, the Cayman Islands or Singapore are authorized or required by law to which close. In the event the Transaction Closing Date does not occur within two (2) business days after the expected Transaction Closing Date, the Issuer shall promptly (but not later than two (2) business days thereafter) return the Purchase Price to Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by Subscriber, and any book entries in the name of Subscriber shall be deemed cancelled; provided that unless this Subscription Agreement has been terminated; providedterminated pursuant to Section 5, however, that in the event that Seller fails to obtain all such return of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser funds shall be entitled to not terminate this Subscription Agreement and receive or relieve Subscriber of its obligation to purchase the Shares at the Closing upon delivery of a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (b) On the later to occur of (i) seven (7) days following the First Closing Date, should the First Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a new Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions terms of this AgreementSection 2.1. Prior to or at Closing, with an Subscriber shall deliver to Issuer a duly completed and executed Internal Revenue Service Form W-9 or appropriate adjustment to the Purchase Price in accordance with Schedule “C” heretoForm W-8. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180) days following the Third Closing Date or final Closing.]

Closing. Assuming that all conditions to The closing of the Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction, as provided for by the Transaction Agreement. The Closing have been satisfied shall occur on the closing date of, and this Agreement has not otherwise been terminatedimmediately prior to, or simultaneously with, the consummation of the transaction contemplated hereby shall Transaction. Upon written notice from (or on behalf of) the Company to Subscriber (the “Closing Notice”) that the Company reasonably expects all conditions to the Transaction Closing to be held at satisfied on a date that is not less than five (5) business days from the offices date of the Title Closing Notice, Subscriber shall deliver to the Company, located at the address set forth in Section 9.1 hereof, and shall occur in three least two (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th2) business day following prior to the scheduled closing date that Seller provides Purchaser with specified in the Investor Approval Closing Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” (the “First Scheduled Closing Date”), Purchaser shall acquire to be held in escrow until the “First Closing Properties”Closing, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price for the Securities by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, which at the Closing will be released to the Company against delivery by the Company promptly after the Closing to Subscriber of the Securities in book-entry form (or in certificated form if indicated by Subscriber on Subscriber’s signature page hereto), free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws). Not later than one (1) business day after the Closing, the Company shall deliver to Subscriber the Securities in book entry form, in the name of Subscriber (or its nominee in accordance with Schedule “C” hereto. its delivery instructions) or to a custodian designated by Subscriber, as applicable. In the event the Closing does not occur within three (b3) On business days of the later to occur of (i) seven (7) days following the First Scheduled Closing Date, should the First Closing Date occur, or Company shall promptly (ii) the tenth but not later than two (10th2) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to days thereafter) return the Purchase Price to Subscriber by wire transfer of U.S. dollars in accordance with Schedule “C” hereto. (c) On immediately available funds to the later account specified by the Subscriber, and any book-entries for the Securities shall be deemed repurchased and cancelled. Unless this Subscription Agreement is terminated pursuant to Section 5 below, the failure of the Closing to occur of (i) seven (7) days following on the Second Closing Date, should the Second Scheduled Closing Date occurshall not terminate this Subscription Agreement or otherwise relieve any party of any of its obligations hereunder. For purposes of this Subscription Agreement, “business day” means any day that, in New York, New York, is neither a legal holiday nor a day on which commercial banking institutions are generally authorized or required by law or regulation to close (ii) the tenth (10th) business day following the date that Seller provides Purchaser with excluding as a Closing Notice designating the third group result of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Propertiesstay at home”, “shelter-in-place”, “nonessential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as designated the electronic funds transfer systems, including for wire transfers, of commercial banking institutions in New York, New York are generally open for use by Seller in Seller’s customers on such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” heretoday). (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180) days following the Third Closing Date or final Closing.

Closing. Assuming that all conditions to The closing of the sale of the Subscription (the “Closing”) shall occur on the closing date of the Transaction (the “Closing have been satisfied Date”) and this Agreement has not otherwise been terminated, be conditioned upon the prior or substantially concurrent consummation of the transaction contemplated hereby shall be held at the offices Transaction and satisfaction of the Title Company, located at the address other conditions set forth in Section 9.1 3 hereof. Upon delivery of written notice from (or on behalf of) Pagaya to the Investor (the “Closing Notice”) that Pagaya reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on an expected closing date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall, two (2) business days prior to the expected closing date specified in the Closing Notice (or such other date agreed to in writing by Pagaya and the Investor), deliver, by wire transfer of U.S. dollars in immediately available funds to the account specified in the Closing Notice, an amount equal to the Subscription Amount to (i) Pagaya and/or (ii) such other account(s) as designated by Pagaya. Pagaya will not use the Subscription Amount or any part thereof until after the Closing. At Closing, Pagaya shall issue the Subscription Shares to the Investor and cause the Subscription Shares to be registered in book-entry form in the name of the Investor (or its nominee in accordance with its delivery instructions, as applicable) on Pagaya’s share register. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, a Sunday or other day on which commercial banks in New York, New York or Tel-Aviv, Israel are authorized or required by Legal Requirements to close. Prior to or at the Closing Date, the Investor shall deliver to Pagaya a duly completed and executed Internal Revenue Service Form W‑9 or appropriate Form W-8. In the event the Closing does not occur in within three (3) separate Closingsbusiness days after the expected closing date specified in the Closing Notice, as follows: Pagaya shall promptly (a) On the but not later to occur of than three (i) September 3, 2014, or (ii) the tenth (10th) business day following days after the expected closing date that Seller provides Purchaser with specified in the Closing Notice) return or cause the return of the Subscription Amount to the Investor Approval Notice by wire transfer of U.S. dollars in immediately available funds to the account specified by the Investor without any deduction for or on account for any tax, withholding, charges or set-off, and the ▇▇▇▇ Acquisition Notice, if applicable, any book-entries for the below defined “First Closing Properties” (the “First Closing Date”)Subscription Shares shall be deemed cancelled; provided that, Purchaser shall acquire the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which unless this Subscription Agreement has been terminated; providedterminated pursuant to Section 8 hereof, however, that in such return of funds shall not terminate this Subscription Agreement or relieve the event that Seller fails Investor of its obligation to obtain all purchase the Subscription Shares at the Closing. If any termination hereof occurs after the delivery by the Investor of the Limited Partner Approvals Subscription Amount for the Property by November 30Subscription Shares and prior to the Closing, 2014, then Purchaser Pagaya shall be entitled to terminate this Agreement and receive a promptly (but not later than three (3) business days thereafter) return or cause the return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect Subscription Amount to the portion Investor without any deduction for or on account of any tax, withholding, charges or set-off. Pagaya agrees that the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price Closing Notice delivered in accordance with this Section 2 shall be executed by a duly elected or appointed, qualified and acting officer of Pagaya listed on Schedule “C” C attached hereto. (b) On , who holds the later to occur office set forth opposite the name of (i) seven (7) days following the First Closing Date, should the First Closing Date occur, or (ii) the tenth (10th) business day following such officer as of the date that Seller provides Purchaser with hereof. The signature written opposite the name and title of each officer is the correct and genuine signature of such officer or a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (hereintrue and, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” heretocorrect and complete facsimile thereof. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180) days following the Third Closing Date or final Closing.

Closing. Assuming that all conditions to Closing have been satisfied The closing of the Subscription contemplated hereby (the “Closing”) shall occur on the date of, and this Agreement has not otherwise been terminatedimmediately prior to, the consummation of the transaction contemplated hereby shall be held at the offices of the Title Company, located at the address set forth in Section 9.1 hereof, and shall occur in three Transactions. Upon written notice from (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (iion behalf of) the tenth Issuer to Subscriber (10ththe “Closing Notice”) business day following at least 5 Business Days prior to the date that Seller provides Purchaser with the Investor Approval Notice and Issuer reasonably expects all conditions to the ▇▇▇▇ Acquisition Notice, if applicable, for closing of the below defined “First Closing Properties” Transactions to be satisfied (the “First Expected Closing Date”), Purchaser Subscriber shall acquire the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect deliver to the portion of Issuer no later than three Business Days prior to the Property that has received the Limited Partner ApprovalsExpected Closing Date, with an appropriate adjustment to the Purchase Price for the Subscribed Shares, by wire transfer of United States dollars in immediately available funds to the account specified by the Issuer in the Closing Notice, such funds to be held by the Issuer in escrow until the Closing. If the Transactions are not consummated within five Business Days of the Expected Closing Date, the Issuer shall return the Purchase Price to Subscriber by wire transfer of United States dollars in immediately available funds to an account specified by Subscriber. Notwithstanding such return, (i) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 3 to be satisfied or waived on or prior to the Closing Date, and (ii) Subscriber shall remain obligated (A) to redeliver funds to the Issuer in escrow following the Issuer’s delivery to Subscriber of a new Closing Notice and (B) to consummate the Closing upon satisfaction of the conditions set forth in this Section 3, subject to termination of this Agreement in accordance with Schedule “C” hereto. Section 5 below. At the Closing, upon satisfaction (bor, if applicable, waiver) On of the later to occur of (i) seven (7) days following the First Closing Date, should the First Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (hereinconditions set forth in this Section 3, the “Second Closing Date”), Purchaser Issuer shall acquire deliver to Subscriber the “Second Closing Properties”, as designated by Seller Shares in Seller’s such Closing Notice, excluding any book entry form in the name of the Property that has been permissibly removed from closing Subscriber (or its nominee in accordance with the provisions its delivery instructions) or to a custodian designated by Subscriber, as applicable. For purposes of this Subscription Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “CBusiness Day” hereto. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business means any day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoingthat, in the event the ▇▇▇▇ Approval New York, New York, is not received neither a legal holiday nor a day on which banking institutions are generally authorized or required by the Third Closing Date, then Seller shall have the right law or regulation to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180) days following the Third Closing Date or final Closingclose.

Closing. Assuming that all conditions to Closing have been satisfied and this Agreement has not otherwise been terminated, the (a) The consummation of the transaction Subscription contemplated hereby shall be held at the offices of the Title Company, located at the address set forth in Section 9.1 hereof, and shall occur in three (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” (the “First Closing”) shall occur on the closing date of the Transaction (the “Closing Date”), Purchaser shall acquire immediately following the “First Closing Properties”, as designated by Seller in a written notice delivered Domestication and prior to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all consummation of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” heretoTransaction. (b) On At least five (5) Business Days before the later anticipated Closing Date, the Company shall deliver written notice to occur of Subscriber (the “Closing Notice”) specifying (i) seven (7) days following the First Closing Date, should the First anticipated Closing Date occur, or and (ii) the tenth wire instructions for delivery of the Purchase Price to the Company. No later than two (10th2) business day following Business Days prior to the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser Subscriber shall acquire deliver the “Second Closing Properties”, as designated Purchase Price for the Subscribed Shares by Seller wire transfer of United States dollars in Seller’s such immediately available funds to the account specified by the Company in the Closing Notice, excluding any such funds to be held in a non-interest bearing account by the Company in escrow (it being understood that the costs and expenses of the Property that has been permissibly removed from closing escrow account shall be borne by the Company), until the Closing, and deliver to the Company such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Shares to Subscriber, including, without limitation, the legal name of the person in whose name the Subscribed Shares are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. At the Closing, upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or state or federal securities laws), in the name of Subscriber (or its nominee in accordance with the provisions of this Agreementits delivery instructions), with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or and (ii) written notice from the tenth Company or its transfer agent evidencing the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. In the event that the consummation of the Transaction does not occur within three (10th3) business day following Business Days after the date that Seller provides Purchaser with a anticipated Closing Notice designating Date specified in the third group of Properties for which the Required Approvals have been obtained (hereinClosing Notice, the “Third Closing Date”), Purchaser Company shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. promptly (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty five (1805) days Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6, Subscriber shall remain obligated (A) to redeliver funds to the Company in escrow following the Third Company’s delivery to Subscriber of a new Closing Date Notice and (B) to consummate the Closing upon satisfaction of the conditions set forth in this Section 2. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or final Closinga day on which the Federal Reserve Bank of New York is closed.

Closing. Assuming On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchaser agrees to purchase, an aggregate of 2,500,000 shares of Preferred Stock with an aggregate Stated Value equal to the Purchaser’s Subscription Amount as set forth opposite the Purchaser’s name on Schedule A hereto, and Warrants as determined pursuant to Section 2.2(a). The Company shall provide written notice (which may be via email) to the Purchaser (the “Closing Notice”) that all the Company reasonably expects the Closing to occur (and the conditions thereto to be satisfied) on a date specified in the notice (the “Scheduled Closing have been satisfied and Date”) not less than five (5) Business Days after the date of the Closing Notice, which Closing Notice shall contain the Flow of Funds Letter (as defined below) with the Company’s wire instructions for the Escrow Account. The failure of the Closing to occur on the Scheduled Closing Date shall not terminate this Agreement has not or otherwise been terminatedrelieve any party of any of its obligations hereunder. Provided that the Closing Notice is timely delivered in accordance with the foregoing, no later than two (2) Business Days prior to Closing, the consummation Purchaser shall deliver to the Escrow Agent, via wire transfer or a certified check, immediately available funds equal to the Purchaser’s Subscription Amount. At the Closing, the Company shall deliver to the Purchaser its shares of Preferred Stock and Warrants as determined pursuant to Section 2.2(a), and the transaction contemplated hereby Company and the Purchaser shall be held at deliver the offices of the Title Company, located at the address other items set forth in Section 9.1 hereof2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, and the Closing shall occur by electronic exchange of documents and signatures and the Company shall deliver to the Escrow Agent any required escrow release notice, duly executed, which shall cause the release of the funds in three (3) separate Closings, as follows: (a) On the later Escrow Account to occur of (i) September 3, 2014the Company. If this Agreement is terminated prior to the Closing and any funds have already been sent by the Purchaser to the Escrow Account, or the Closing Date does not occur within five (ii5) Business Days after the tenth (10th) business day following Scheduled Closing Date specified in the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Closing Notice, if applicable, for the below defined “First Closing Properties” Company shall or shall cause the Escrow Agent to promptly (the “First Closing Date”), Purchaser shall acquire the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (b) On the but not later to occur of (i) than seven (7) days following Business Days after the First Closing Date, should the First Scheduled Closing Date occur, or (ii) specified in the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”Notice), return the funds delivered by the Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any for payment of the Property that has been permissibly removed from closing Purchaser’s Subscription Amount by wire transfer in accordance with the provisions of this Agreement, with an appropriate adjustment immediately available funds to the Purchase Price account specified in accordance with Schedule “C” hereto. writing by the Purchaser (c) On provided, that the later failure of the Closing Date to occur of (i) within such seven (7) days following Business Day period and the Second Closing Date, should return of the Second relevant funds shall not relieve the Purchaser from its obligations under this Agreement for a subsequently rescheduled Closing Date occur, or (ii) determined by the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller Company in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment good faith and indicated to the Purchase Price Purchaser in accordance with Schedule “C” heretoa timely delivered subsequent Closing Notice). (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180) days following the Third Closing Date or final Closing.

Closing. Assuming that all conditions (a) The consummation of the Subscription (the “Closing”) shall be contingent upon the Merger, and shall be contingent upon and occur on the Closing Date immediately prior to Closing have been satisfied and this Agreement has not otherwise been terminated, or concurrently with the consummation of the transaction contemplated hereby shall be held at the offices of the Title Company, located at the address set forth in Section 9.1 hereof, and shall occur in three (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” (the “First Closing Date”), Purchaser shall acquire the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” heretoTransaction. (b) On At least fifteen (15) Business Days before the later anticipated Closing Date, the Issuer shall deliver written notice to occur of Equity Subscriber (the “Closing Notice”) specifying (i) seven (7) days following the First Closing Date, should the First anticipated Closing Date occur, or and (ii) the tenth wire instructions for delivery of the Subscription Amount to the Issuer. No later than three (10th3) business day following Business Days after receiving the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding Equity Subscriber shall deliver to the Issuer such information as is reasonably requested in the Closing Notice in order for the Issuer to issue the Subscribed Shares to Equity Subscriber. Ten (10) Business Days prior to the expected Closing Date specified in the Closing Notice, Equity Subscriber shall deliver to the Issuer, the Subscription Amount in cash via wire transfer to the account specified in the Closing Notice. At the Closing, the Issuer shall issue the Subscribed Shares to Equity Subscriber and cause the Subscribed Shares to be registered in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or state or federal securities laws), in the name of the Property that has been permissibly removed from closing Equity Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Equity Subscriber, as applicable. In the provisions event that the consummation of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. Transaction does not occur within ten (c10) On Business Days after the later to occur of (i) seven (7) days following the Second Closing Date, should the Second anticipated Closing Date occur, or (ii) specified in the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (hereinNotice, the “Third Closing Date”), Purchaser Issuer shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. promptly (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty ten (18010) days following Business Days after the Third anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Equity Subscriber to the Issuer by wire transfer in immediately available funds to the account specified by Equity Subscriber; provided that, unless this Subscription Agreement has been validly terminated pursuant to Section 7 hereof, neither the failure of the Closing to occur on the Closing Date specified in the Closing Notice nor such return of funds shall (x) terminate this Subscription Agreement, (y) be deemed to be a failure of any of the conditions to Closing set forth in this Section 2, or final (z) otherwise relieve any party of any of its obligations hereunder, including Equity Subscriber’s obligation to redeliver the Subscription Amount and purchase the Subscribed Shares at the Closing in the event the Issuer delivers a subsequent Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of New York is closed. Prior to or at the Closing, Equity Subscriber and Warrant Subscriber shall deliver to the Company a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8.

Closing. Assuming that all conditions a. The consummation of the Subscription contemplated hereby (the “Closing”) shall occur immediately prior to Closing have been satisfied and this Agreement has not otherwise been terminated, the consummation of the transaction contemplated hereby shall be held at Transaction on the offices of the Title Company, located at the address set forth in Section 9.1 hereof, and shall occur in Closing Date. b. At least three (3) separate ClosingsBusiness Days before the anticipated Closing Date, as follows: the Company shall deliver written notice to Subscriber (athe “Closing Notice”) On the later to occur of specifying (i) September 3, 2014, or the anticipated Closing Date and (ii) the tenth wire instructions for delivery of the Purchase Price to the Company provided, that the Company may delay from time to time the anticipated Closing Date until the Outside Closing Date (10thas defined in the Transaction Agreement) business day following the date that Seller provides Purchaser with original anticipated Closing Date identified in the Investor Approval Notice and the ▇▇▇▇ Acquisition Closing Notice, if applicableor such Closing Date as it may be delayed, for the below defined “First Closing Properties” (the “First Closing Date”), Purchaser shall acquire the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser Subscriber if it provides Subscriber with notice of the revised Closing Date (a “Revised Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in ) setting forth the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to revised anticipated Closing with respect Date no later than twenty-four (24) hours prior to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (b) On the later to occur of (i) seven (7) days following the First then- anticipated Closing Date, should the First Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing; provided further that, in the event the ▇▇▇▇ Approval revised anticipated Closing Date set forth in the Revised Closing Notice is not received by a date that is more than five (5) Business Days after the Third then anticipated Closing Date, then Seller the funds paid by the Subscriber that is held in escrow shall have be returned to Subscriber within two (2) Business Days of the right date the Company provides the Revised Closing Notice to extend the Subscriber. No later than one (1) Business Day after receiving the Closing Notice, Subscriber shall deliver to the Company such information as is reasonably requested in the Closing Notice for the Company to issue the Subscribed Shares to Subscriber. At least one (1) Business Day prior to the Closing Date for identified in the ▇▇▇▇ Interest Parcels Closing Notice (including any Revised Closing Notice) (unless a later time is otherwise agreed by the Company) the Subscriber shall deliver to a separate final the Company the Purchase Price in cash via wire transfer to the account specified in the Closing following Notice, to be held in escrow until the Third Closing. Such funds shall be held on behalf of Subscriber until the Closing. By 10:00 AM on the Closing Date, and concurrently with the Closing, the Company shall deliver to Subscriber (i) the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable, and (ii) written notice from the Company or its transfer agent evidencing the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. Except as otherwise set forth in this Section 2(b), in the event that the Closing Date does not occur within two (2) Business Days after the anticipated Closing Date specified in the Closing Notice, the Company shall promptly (but in no event not later than one hundred eighty two (1802) days following Business Days after the Third anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or final Closinga day on which the Federal Reserve Bank of New York is closed.

Closing. Assuming that all conditions to Closing have been satisfied and this Agreement has not otherwise been terminated, the consummation (a) The closing of the transaction Subscriptions contemplated hereby shall be held at (the offices of “Closing”) is contingent upon the Title Company, located at the address set forth in Section 9.1 hereof, substantially concurrent Acquisition Closing and shall occur in three immediately prior thereto. Not less than two (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th2) business day following days prior to the date that Seller provides Purchaser with scheduled Acquisition Closing date, the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” Issuer shall provide written notice to Subscriber (the “First Closing Notice”) of the date of Closing hereunder (the “Closing Date”). On the Closing Date, Purchaser (i) the Issuer shall acquire deliver to Subscriber the “First Closing Properties”Acquired Shares, as designated by Seller in a written notice delivered to Purchaser free and clear of any liens or other restrictions whatsoever (a “Closing Notice”other than those arising under state or federal securities laws), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all name of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money Subscriber (or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price its nominee in accordance with Schedule “C” heretoits delivery instructions) or to a custodian designated by Subscriber, as applicable, and (ii) prior to the Acquisition Closing, Subscriber shall deliver to the Issuer the aggregate cash purchase price payable pursuant to Section 1 (in respect of the total number of Preferred Shares (or alternative securities of the Issuer with substantially similar economic terms, if required under Section 1(b)) being acquired thereunder) and Section 2(a)(iv) (in respect of the total number of Private Placement Shares, if any, being acquired thereunder) by wire transfer of U.S. dollars in immediately available funds to the account specified by the Issuer in the Closing Notice. In the event the Acquisition Closing does not occur within one (1) business day of the Closing, the Issuer shall promptly (but not later than two (2) business days thereafter) return to Subscriber the aggregate cash purchase price deposited with the Issuer, and any book-entries or share certificates shall be deemed cancelled and any share certificates shall be promptly (but not later than two (2) business days thereafter) returned to the Issuer. (b) On The Closing shall be subject to the later to occur of conditions that, on the Closing Date: (i) seven no suspension of the qualification of the Acquired Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred; (7ii) days following all representations and warranties of the First Issuer and Subscriber contained in this Subscription Agreement shall be true and correct in all material respects as of the Closing Date, should and consummation of the First Closing shall constitute a reaffirmation by each of the Issuer and Subscriber of each of the representations, warranties and agreements of each such party contained in this Subscription Agreement as of the Closing Date occur(except, or in each case, to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date); (iiiii) the tenth Issuer shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing; (10thiv) business day following no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the date that Seller provides Purchaser with effect of making consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a Closing Notice designating proceeding seeking to impose any such prevention or prohibition; (v) the second group of Properties for which the Required Approvals Purchase Agreement shall not have been obtained amended in a manner materially adverse to the Preferred Shares or Common Shares; and (hereinvi) all conditions precedent to the Acquisition Closing, including the “Second Closing Date”approval of the Issuer’s stockholders, shall have been satisfied (other than those conditions that may only be satisfied at the Acquisition Closing), Purchaser shall acquire the “Second Closing Properties”, but subject to satisfaction of such conditions as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” heretoAcquisition Closing. (c) On At the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (hereinClosing, the “Third Closing Date”), Purchaser parties hereto shall acquire execute and deliver such additional documents and take such additional actions as the “Third Closing Properties”, parties reasonably may deem to be practical and necessary in order to consummate the Subscriptions as designated contemplated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Subscription Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180) days following the Third Closing Date or final Closing.

Closing. Assuming that all conditions (a) Subject to Closing have been satisfied and this Agreement has not otherwise been terminated, the consummation satisfaction or waiver (in writing) of the transaction contemplated hereby shall be held at the offices of the Title Company, located at the address conditions set forth in Section 9.1 hereof2(d), (e) and (f), the closing of the subscription contemplated hereby (the “Closing”) shall occur after the Company Conversion and is contingent upon the substantially concurrent consummation of the Transaction and shall occur in three (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following on the date that Seller provides Purchaser of, and substantially concurrently with and conditioned upon the Investor Approval Notice and effectiveness of, the ▇▇▇▇ Acquisition NoticeTransaction (such date, if applicable, for the below defined “First Closing Properties” (the “First Closing Date”). Pursuant to the Redemption Offset Agreement, Purchaser the Company shall acquire provide the Closing Notice (as defined in the Redemption Offset Agreement) (which may be via email) to Subscriber, which Closing Notice shall also include the date on which the Company reasonably expects the Closing to occur (the “First Scheduled Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing NoticeDate”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (b) As of the date of this Subscription Agreement, Subscriber shall deliver to the escrow account specified in the Closing Notice the Purchase Price by wire transfer of United States dollars in immediately available funds. Upon the Closing, the Company shall provide instructions to the escrow agent for the escrow account to release the Purchase Price in the escrow account to the Company against delivery to Subscriber of the Acquired Shares pursuant to Section 2(c) below, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in book-entry form. If this Subscription Agreement is terminated prior to the Closing or the Closing does not occur within five (5) business days following the Scheduled Closing Date and the Purchase Price has already been sent by Subscriber to the escrow account, then immediately upon such termination or failure of closing, the Company will instruct the escrow agent to promptly (but in no event longer than one (1) business day thereafter) return such Purchase Price, without any deduction for or on account of any tax, withholding, charges, or set-off, to Subscriber by wire transfer in immediately available funds to the account specified by Subscriber. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close. In lieu of the foregoing Section 2(b) and the first two sentences of Section 2(c), for mutual funds, any investment company registered under the Investment Company Act of 1940, funds advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, and funds that require alternative settlement pursuant to internal compliance policies and procedures: On the later to occur of Scheduled Closing Date, (i) seven (7) days following Subscriber shall deliver to the First account specified by the Company in the Closing DateNotice, should which account shall not be an escrow account and shall be an account established at an U.S. bank, against delivery of the First Closing Date occur, or Acquired Shares the Purchase Price by wire transfer of United States dollars in immediately available funds and (ii) the tenth Company shall deliver to Subscriber (10thor to a custodian designated by Subscriber) the Acquired Shares, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in book-entry form in the name of the Subscriber (or its nominee in accordance with its delivery instructions) on the Company’s share register and will provide to the Subscriber evidence of such issuance of the Acquired Shares as of the Closing Date from the transfer agent for the Common Shares (the “Transfer Agent”). If this Subscription Agreement is terminated prior to the Closing or the Closing does not occur within five (5) business days following the Scheduled Closing Date and the Purchase Price has already been sent by Subscriber, then immediately upon such termination or failure of closing, the Company will promptly (but in no event longer than one (1) business day following thereafter) return such Purchase Price, without any deduction for or on account of any tax, withholding, charges, or set-off, to Subscriber by wire transfer in immediately available funds to the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated account specified by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions Subscriber. For purposes of this Subscription Agreement, with an appropriate adjustment “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to the Purchase Price in accordance with Schedule “C” heretoclose. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should subject to the Second satisfaction or waiver (in writing) of the conditions set forth in Section 2(d), (e) and (f) (other than those conditions that by their nature are to be satisfied at or prior to Closing, but without affecting the requirement that such conditions be satisfied or waived at or prior to Closing), assuming that Subscriber shall have delivered to the Company on or prior to the Closing Date occur, or (ii) the tenth (10th) business day following Purchase Price for the date that Seller provides Purchaser with a Acquired Shares by wire transfer of U.S. dollars in immediately available funds to the escrow account specified by the Company in the Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (hereinNotice, the “Third Closing Date”Company shall deliver to Subscriber the Acquired Shares in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), Purchaser shall acquire in the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any name of the Property that has been permissibly removed from closing Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable. As soon as practicable after the provisions Closing Date, the Company shall deliver to Subscriber, a written notice from the Company or its transfer agent evidencing the issuance to Subscriber (or its nominee or custodian, as applicable) of this Agreementthe Acquired Shares on and as of the Closing Date. Each book entry for the Acquired Shares shall contain a notation, and each certificate (if any) evidencing the Acquired Shares shall be stamped or otherwise imprinted with an appropriate adjustment to a legend, in substantially the Purchase Price following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE REOFFERED, SOLD, ASSIGNED, PLEDGED, ENCUMBERED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. To the extent Subscriber is relying on the representation in accordance paragraph (i)(c) of Section 5(c) below, each book entry for the Acquired Shares shall also contain a notation, and each certificate (if any) evidencing the Acquired Shares shall also be stamped or otherwise imprinted with Schedule a legend, in substantially the following form: BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER: (1) AGREES THAT DURING THE DISTRIBUTION COMPLIANCE PERIOD, WHICH IS THE 40 DAY PERIOD COMMENCING ON THE LATER OF THE DATE OF COMMENCEMENT OF THE DISTRIBUTION OF THESE SECURITIES AND THE DATE OF THE ORIGINAL ISSUE OF THESE SECURITIES, IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITIES EXCEPT (A) TO THE ISSUER OR ANY AFFILIATE THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, (C) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 903 OR RULE 904 UNDER REGULATION S UNDER THE SECURITIES ACT OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO THE ISSUER, IN EACH CASE OF (A) THROUGH (D) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AND (2) AGREES, DURING SUCH DISTRIBUTION COMPLIANCE PERIOD, THAT IT WILL DELIVER TO EACH PERSON TO WHOM THESE SECURITIES ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS RESTRICTIVE LEGEND. AS USED HEREIN, THE TERMS “CUNITED STATES” heretoAND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THIS PARAGRAPH OF THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE END OF THE DISTRIBUTION COMPLIANCE PERIOD. (d) Notwithstanding The Closing shall be subject to the forgoingsatisfaction on the Closing Date, or the waiver (in writing) by each of the parties hereto, of each of the following conditions: (i) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby; and (ii) (A) all conditions precedent to the closing of the Transaction contained in the event Business Combination Agreement shall have been satisfied (as determined by the ▇▇▇▇ Approval parties to the Business Combination Agreement and other than those conditions under the Business Combination Agreement which, by their nature, are to be fulfilled at the closing of the Transaction, including to the extent that any such condition is not dependent upon the consummation of the purchase and sale of the Acquired Shares pursuant to this Subscription Agreement) or waived according to the terms of the Business Combination Agreement and (B) the closing of the Transaction shall be scheduled to occur concurrently with or on the same date as the Closing. (e) The obligation of the Company to consummate the issuance and sale of the Acquired Shares pursuant to this Subscription Agreement shall be subject to the satisfaction on the Closing Date, or the waiver (in writing) by the Company, of each of the following conditions (i) all representations and warranties of the Subscriber contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true in all respects) as of such specified date), and consummation of the Closing shall constitute a reaffirmation by the Subscriber of each of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the Closing Date or such specified date, as applicable; and (ii) all obligations, covenants and agreements of the Subscriber required to be performed by it at or prior to the Closing Date shall have been performed in all material respects. (f) The obligation of the Subscriber to consummate the purchase of the Acquired Shares pursuant to this Subscription Agreement shall be subject to the satisfaction on the Closing Date, or the waiver (in writing) by the Subscriber, of each of the following conditions: (i) all representations and warranties of the Company and IIAC contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Company Material Adverse Effect (as defined herein) or IIAC Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Company Material Adverse Effect or IIAC Material Adverse Effect, which representations and warranties shall be true in all respects) as of such specified date), and consummation of the Closing shall constitute a reaffirmation by the Company and IIAC of each of the respective representations and warranties of the Company and IIAC contained in this Subscription Agreement as of the Closing Date or such specified date, as applicable; (ii) all obligations, covenants and agreements of the Company and IIAC required by the Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects; (iii) no amendment or modification of, or waiver with respect to the terms of the Business Combination Agreement shall have occurred that has materially and adversely affected the economic benefits reasonably expected to be received by the Third Closing DateSubscriber under this Subscription Agreement without having received Subscriber’s prior written consent; provided, then Seller that the foregoing condition shall not apply with respect to any amendment, modification or waiver of Section 7.3(c) of the Business Combination Agreement (or the effects thereof); and (iv) no suspension by the New York Stock Exchange (the “NYSE”) of the qualification of the Acquired Shares for trading in the United States, or initiation of any proceedings by the NYSE for such purpose, shall have occurred and the right to extend the Closing Date Common Shares (including, for the ▇▇▇▇ Interest Parcels avoidance of doubt, the Acquired Shares) shall have been approved for listing on the NYSE, subject to a separate final Closing following official notice of issuance. (g) At the Third Closing DateClosing, but in no event later than one hundred eighty (180) days following the Third Closing Date or final Closingparties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary to consummate the subscription as contemplated by this Subscription Agreement.

Closing. Assuming that all conditions to The Closing have been satisfied and this Agreement has not otherwise been terminated, the consummation shall consist of the transaction contemplated hereby shall be held at the offices execution and delivery of documents by Seller and Buyer, as set forth below, and delivery by Buyer to Seller of the Title Company, located Purchase Price in accordance with the terms of this Agreement. Seller shall deliver to Escrow Agent for the benefit of Buyer at Closing the address set forth in Section 9.1 hereof, and shall occur in three (3) separate Closings, as followsfollowing executed documents: (a) On A Special Warranty Deed in the later form attached hereto as Exhibit B; (b) An Assignment and Assumption of Lease and Security Deposits, in the form attached hereto as Exhibit C; (c) An Assignment of Contracts, Permits, Licenses and Warranties in the form of Exhibit D; (d) An original Tenant Estoppel Certificate dated no earlier than 30 days prior to occur the date of Closing. In addition, the business terms of the Tenant Estoppel Certificate must be in accordance with and not contradict the Lease; (e) A settlement statement setting forth the Purchase Price, all prorations and other adjustments to be made pursuant to the terms hereof, and the funds required for Closing as contemplated hereunder; (f) All transfer tax statements, declarations and filings as may be necessary or appropriate for purposes of recordation of the deed; (g) Good standing certificates and corporate resolutions or member or partner consents, as applicable, and such other documents as reasonably requested by Escrow Agent; (h) Originals of the warranties set forth on Exhibit E (the “Warranties) (including a “Close Out Book”), the general contractor warranty in a form substantially similar to the form attached hereto as Exhibit I and any additional warranties required by the Lease, re-issued at Seller’s expense, to Buyer or Tenant, as reasonably requested by Buyer. Any warranties or the Close Out Book not available at Closing shall be covered by a Post-Closing Agreement; (i) September 3To the extent not previously delivered to Buyer, 2014the Lease and any amendments, bearing the original signatures of the landlord and tenant thereunder, or a copy thereof bearing an original certification of Tenant confirming that the copy is true, correct and complete; the leasing files; and copies of all relevant and material books and records applicable to the Property which are reasonably identified by Buyer by written notice to Seller and reasonably necessary for the orderly transition of operation of the Property; (iij) A certificate pursuant to Section 1445 of the tenth Internal Revenue Code of 1986, as amended, or the regulations issued pursuant thereto, certifying the non-foreign status of Seller; (10thk) business day following An owner’s title affidavit as to mechanics’ liens and possession and other matters in customary form reasonably acceptable to Buyer and Escrow Agent; (l) An original SNDA fully executed and notarized by Tenant, if requested by Buyer; (m) Letter to Tenant in form of Exhibit H attached hereto; (n) A copy of the date Punch-List, if any; (o) An architect’s certificate from Seller’s Architect certifying that Seller provides Purchaser the Property has been constructed in accordance with the Investor Approval Notice approved plans and specifications; and (p) Such other instruments as are reasonably required by Escrow Agent to close the ▇▇▇▇ Acquisition Notice, if applicable, for escrow and consummate the below defined “First Closing Properties” (the “First Closing Date”), Purchaser shall acquire the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all purchase of the Limited Partner Approvals for Property in accordance with the Property by November 30terms hereof. At Closing, 2014, then Purchaser Buyer shall be entitled instruct Escrow Agent to terminate this Agreement and receive a return of deliver the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment Seller which shall be applied to the Purchase Price, shall deliver the balance of the Purchase Price to Seller and shall execute and deliver execution counterparts of the closing documents referenced in accordance with Schedule “C” hereto. clauses (b) On and (f) above. Buyer shall have the later right to occur of advance the Closing upon five (i5) seven business days prior written notice to Seller; provided that all conditions precedent to both Buyer’s and Seller’s respective obligations to proceed with Closing under this Agreement have been satisfied (7or, if there are conditions to a party’s obligation to proceed with Closing that remain unsatisfied, such conditions have been waived by such party). Buyer shall have a one-time right to extend the Closing for up to fifteen (15) days following the First Closing Date, should the First Closing Date occur, upon written notice to Seller to be received by Seller on or (ii) the tenth (10th) business day following prior to the date that Seller provides Purchaser with a Closing Notice designating scheduled for the second group of Properties for which Closing. Notwithstanding anything to the Required Approvals have been obtained (contrary herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels up to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty twenty (18020) days following in order to deliver to Buyer any of the Third items described in this Section 10 and Section 13. The Closing Date shall be held through the mail by delivery of the closing documents to the Escrow Agent on or final Closingprior to the Closing or such other place or manner as the parties hereto may mutually agree.

Closing. Assuming that all conditions to Closing have been satisfied and this Agreement has not otherwise been terminated, the (a) The consummation of the transaction Subscription contemplated hereby shall be held at the offices of the Title Company, located at the address set forth in Section 9.1 hereof, and shall occur in three (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” (the “First Closing”) shall occur following the Domestication on the closing date of the Transaction (the “Closing Date”), Purchaser shall acquire immediately prior to or substantially concurrently with the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all consummation of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” heretoTransaction. (b) On At least five (5) Business Days before the later anticipated Closing Date, the Company shall deliver written notice to occur of Subscriber (the “Closing Notice”) specifying (i) seven (7) days following the First Closing Date, should the First anticipated Closing Date occur, or and (ii) the tenth wire instructions for delivery of the Purchase Price to the Company. No later than one (10th1) business day following Business Day prior to the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser Subscriber shall acquire deliver the “Second Closing Properties”, as designated Purchase Price for the Subscribed Shares by Seller wire transfer of United States dollars in Seller’s such immediately available funds to the account specified by the Company in the Closing Notice, excluding any such funds to be held by the Company in escrow until the Closing, and deliver to the Company such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Shares to Subscriber, including, without limitation, the legal name of the Property that has been permissibly removed from closing person in whose name the Subscribed Shares are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. The Company shall deliver to Subscriber (i) at the Closing, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee in accordance with the provisions of this Agreementits delivery instructions), with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or and (ii) as promptly as practicable after the tenth Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares (10thin book entry form) business day following on and as of the date Closing Date. In the event that Seller provides Purchaser with a the consummation of the Transaction does not occur within five (5) Business Days after the anticipated Closing Notice designating Date specified in the third group of Properties for which Closing Notice, unless otherwise agreed to in writing by the Required Approvals have been obtained (hereinCompany and the Subscriber, the “Third Closing Date”), Purchaser Company shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. promptly (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty three (1803) days Business Days after the anticipated Closing Date specified in the Closing Notice) return the Purchase Price so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated (A) to redeliver funds to the Company in escrow following the Third Company’s delivery to Subscriber of a new Closing Date Notice and (B) to consummate the Closing immediately prior to or final Closingsubstantially concurrently with the consummation of the Transaction. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or any other day on which commercial banks are required or authorized to close in the State of New York.

Closing. Assuming that all The Closing shall occur on the same day, and substantially concurrent with but immediately preceding, consummation of the Transactions (the date of the Closing, the “Closing Date”) subject to the terms and conditions set forth herein. Not less than five (5) business days prior to the anticipated Closing Date, PubCo shall provide written notice to Subscriber (the “Closing Notice”) of such anticipated Closing Date. Subscriber shall deliver on or before two (2) business days prior to the anticipated Closing Date the Purchase Price for the Acquired Securities by wire transfer of U.S. dollars in immediately available funds to the escrow accounts specified by PubCo and MBSC, as applicable, in the Closing Notice, to be held by the escrow agent until the Closing; provided, further, that, in any event, Subscriber will deliver the Common Purchase Price in respect of the Acquired Shares to MBSC prior to the MBSC meeting of shareholders in connection with the Transactions. On the Closing Date, (A) PubCo shall deliver to Subscriber (1) the Notes in book-entry form, delivered in global form through the facilities of The Depository Trust Company (“DTC”), in each case free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement, the Lock-Up Agreement (as defined in the Business Combination Agreement), if applicable, the Investor Rights Agreement (as defined in the Business Combination Agreement) or applicable state or federal securities laws), to the account(s) specified by Subscriber or to a custodian designated by Subscriber, in the name of Subscriber or its nominee (or the nominee of DTC), as applicable, in each case in accordance with Subscriber’s delivery instructions, and (2) evidence showing Subscriber as beneficial owner of the Notes on and as of the Closing Date and (B) MBSC and/or, where Alternative Election PubCo Common Shares are issued, PubCo, shall deliver to Subscriber (1) the Acquired Shares in book-entry form, in each case free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement, the Lock-Up Agreement (as defined in the Business Combination Agreement), if applicable, the Investor Rights Agreement (as defined in the Business Combination Agreement) or applicable state, federal or provincial securities laws), to the account(s) specified by Subscriber or to a custodian designated by Subscriber, in the name of Subscriber or its nominee, as applicable, in each case in accordance with Subscriber’s delivery instructions, and (2) a copy of the records of MBSC’s transfer agent (the “Transfer Agent”) or other evidence showing Subscriber as the beneficial owner of the Acquired Shares on and as of the Closing Date. On the Closing Date or as soon as practicable following the Closing Date, PubCo and MBSC, as applicable, shall have been satisfied duly paid any transfer taxes payable in connection with the sale of the Acquired Securities. For purposes of this Subscription Agreement, “business day” shall mean a day, other than a Saturday, Sunday or other day on which commercial banks in New York, New York, or Calgary, Alberta, are authorized or required by law to close. Each book-entry for the Acquired Shares and this Agreement has not otherwise been terminatedthe Underlying Shares (as defined below) shall contain a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE LATER OF (I) THE CLOSING DATE, AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY CANADIAN PROVINCE OR TERRITORY. In the event the consummation of the transaction contemplated hereby Transactions does not occur within three (3) business days after the anticipated Closing Date identified in the Closing Notice, PubCo and MBSC shall cause the escrow agent to promptly (but not later than two (2) business days thereafter) return the Notes Purchase Price and the Common Purchase Price, as applicable, to Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by Subscriber, and any book entries shall be held at deemed canceled. Notwithstanding such return or cancellation, (x) a failure to close on the offices anticipated Closing Date specified in the Closing Notice shall not, by itself, be deemed to be a failure of any of the Title Company, located at the address conditions to Closing set forth in Section 9.1 hereof2.2 or 2.3 to be satisfied or waived on or prior to the Closing Date, and shall occur in three (3y) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice unless and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” (the “First Closing Date”), Purchaser shall acquire the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which until this Subscription Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price terminated in accordance with Schedule “C” hereto. its terms, Subscriber shall remain obligated (bA) On to redeliver the later funds to occur PubCo and MBSC in escrow following PubCo’s and MBSC’s delivery to Subscriber of (i) seven (7) days following the First Closing Date, should the First Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a new Closing Notice designating and (B) to consummate the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any upon satisfaction of the Property that has been permissibly removed from closing conditions set forth in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” heretoSection 2. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180) days following the Third Closing Date or final Closing.

Closing. Assuming that all conditions to Closing have been satisfied and this Agreement has not otherwise been terminated, the (a) The consummation of the transaction Subscription contemplated hereby shall be held at the offices of the Title Company, located at the address set forth in Section 9.1 hereof, and shall occur in three (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” (the “First Closing”) shall occur on the closing date of the Transaction (the “Closing Date”), Purchaser shall acquire substantially concurrently with and conditioned upon the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all effectiveness of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return consummation of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” heretoTransaction. (b) On At least five (5) Business Days before the later anticipated Closing Date, Sio NewCo shall deliver written notice to occur of Subscriber (the “Closing Notice”) specifying (i) seven (7) days following the First Closing Date, should the First anticipated Closing Date occur, or and (ii) the tenth wire instructions for delivery of the Purchase Price to Sio NewCo. No later than three (10th3) business day following Business Days prior to the date that Seller provides Purchaser with a anticipated Closing Notice designating Date as set forth in the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to Subscriber shall deliver the Purchase Price for the Subscribed Securities by wire transfer of United States dollars in accordance with Schedule “C” hereto. (c) On immediately available funds to the later to occur of (i) seven (7) days following account specified by Sio NewCo in the Second Closing Notice, and such funds shall be held by Sio NewCo in escrow, in a segregated non-interest bearing account until the Closing Date, should . In the Second event that the consummation of the Transaction does not occur within five (5) Business Days after the anticipated Closing Date occur, or (ii) specified in the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of unless otherwise agreed to in writing by Pyrophyte, Sio NewCo and the Property that has been permissibly removed from closing in accordance with the provisions of this AgreementSubscriber, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. Sio NewCo shall promptly (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty seven (1807) days following Business Days after the Third anticipated Closing Date specified in the Closing Notice) return all of the funds so delivered by Subscriber to Sio NewCo by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries representing the Subscribed Securities, if any, shall be deemed cancelled. Notwithstanding such return or final Closingcancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 8 herein, Subscriber shall remain obligated to redeliver funds to Sio NewCo following Sio NewCo’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and the Subscriber and Sio NewCo shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday or Sunday, or any other day on which banks located in New York, New York or governmental authorities in Canada are required or authorized by law to be closed for business.

Closing. Assuming The closing of the sale of the Shares contemplated hereby (the “Subscription Closing”) is contingent upon the substantially concurrent consummation of the Transaction (the “Transaction Closing”). The Subscription Closing shall occur on the date of, and immediately prior to, the Transaction Closing (the “Transaction Closing Date”). Not less than five business days prior to the scheduled or anticipated Transaction Closing Date, the Company shall provide written notice to the Subscriber (the “Closing Notice”) (i) setting forth the scheduled or anticipated Transaction Closing Date, (ii) stating that the Company reasonably expects all conditions to the Transaction Closing have been to be satisfied or waived, and this Agreement has not otherwise been terminated(iii) including wire instructions for delivery of the Purchase Price to the Escrow Agent (as defined below). The Subscriber shall deliver to Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”), at least one business day prior to the Transaction Closing Date specified in the Closing Notice, the consummation of the transaction contemplated hereby Purchase Price, which shall be held at in a segregated escrow account for the offices benefit of the Title CompanySubscriber (the “Escrow Account”) until the Subscription Closing pursuant to the terms of a customary escrow agreement, located at which shall be on terms and conditions reasonably satisfactory to the address set forth Subscriber to be entered into by the Company and the Escrow Agent (the “Escrow Agreement”), by wire transfer of United States dollars in Section 9.1 hereofimmediately available funds to the account specified by the Company in the Closing Notice. The Company shall provide to the Subscriber, and shall occur no later than the date on which the Closing Notice is delivered to the Subscriber, a copy of the executed Escrow Agreement to be in three (3) separate Closings, as follows: (a) force on the Transaction Closing Date. On the later Transaction Closing Date, the Company shall deliver to occur of the Subscriber (i) September 3the Shares in book-entry form, 2014or, if required by the Subscriber, certificated form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws as set forth herein), in the name of the Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by the Subscriber, as applicable, and (ii) a copy of the tenth records of the Company’s transfer agent showing the Subscriber (10thor such nominee or custodian) as the owner of the Shares on and as of the Transaction Closing Date. Upon delivery of the Shares to the Subscriber (or its nominee or custodian, if applicable), the Purchase Price shall be released from the Escrow Account automatically and without further action by the Company or the Subscriber. If the Transaction Closing does not occur within one business day following after the date that Seller provides Purchaser with Transaction Closing Date specified in the Investor Approval Notice Closing Notice, the Escrow Agent shall promptly (but not later than one business day thereafter) return the Purchase Price to the Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by the Subscriber. Furthermore, if the Transaction Closing does not occur on the same day as the Subscription Closing, the Escrow Agent (or the Company, if the Purchase Price has been released by the Escrow Agent) shall promptly (but not later than one business day thereafter) return the Purchase Price to the Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by the Subscriber, and the ▇▇▇▇ Acquisition Noticeany book-entries and, if applicable, for certificated shares, shall be deemed cancelled (and, in the below defined “First Closing Properties” (case of certificated shares, the “First Closing Date”), Purchaser Subscriber shall acquire promptly return such certificates to the “First Closing Properties”Company or, as designated directed by Seller in a written notice delivered to Purchaser (a “Closing Notice”)the Company, excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion Company’s representative or agent). If this Subscription Agreement terminates in accordance with Section 9 hereof following the delivery by the Subscriber of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. for the Shares, the Escrow Agent shall promptly (b) On the but not later to occur of (i) seven (7) days following the First Closing Date, should the First Closing Date occur, or (ii) the tenth (10th) than one business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s after such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to termination) return the Purchase Price in accordance with Schedule “C” hereto. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price Subscriber by wire transfer of U.S. dollars in accordance with Schedule “C” hereto. (d) Notwithstanding immediately available funds to the forgoing, in the event the ▇▇▇▇ Approval is not received account specified by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180) days following the Third Closing Date or final ClosingSubscriber.

Closing. Assuming that all conditions The closing (the “Closing”) of (x) the purchase and sale of the Purchased Assets and the assumption of the Assumed Liabilities hereunder and (y) the termination of the Existing Agreements pursuant to Closing have been satisfied and Section 2.08 of this Agreement has not otherwise been terminated, shall take place simultaneously with the consummation execution of the transaction contemplated hereby this Agreement. The Closing shall be held deemed effective at the offices of Effective Time. At the Title Company, located at the address set forth in Section 9.1 hereof, and shall occur in three (3) separate Closings, as followsClosing: (a) On Buyers shall pay the later Cash Consideration by delivering to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicableParent, for the below defined “First Closing Properties” (the “First Closing Date”), Purchaser shall acquire the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all benefit of the Limited Partner Approvals for the Property Selling Subsidiaries, $1,000,000,000 in immediately available funds by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect wire transfer to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with account set forth on Schedule “C” hereto2.09(a). (b) On the later All orders for Firm Ordered Inventory (including all payables owed to occur of (i) seven (7) days following the First Closing Date, should the First Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated Buyers by any Seller in Seller’s such Closing Notice, excluding respect thereof) shall be cancelled automatically without any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” further action by any party hereto. (c) On Sellers and Irish Buyer shall enter into an Assignment and Assumption Agreement with respect to all of the later Purchased Assets (except for those assets described in Section 2.01(a)) in the form previously agreed to occur of by the parties (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing DateAssignment and Assumption Agreement”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding WC US, WC UK and Buyer Parent shall enter into a Domain Name Transfer Agreement with respect to the forgoing, Domain Names set forth in Schedule 2.01(a) in the event form previously agreed to by the ▇parties (the “Domain Name Transfer Agreement”). (e) WC US, Buyer Parent and Irish Buyer shall enter into a Distribution Agreement in the form previously agreed to by the parties (the “Distribution Agreement”). (f) WC US and ▇▇▇ Approval Pharma Inc. shall enter into the Transition Services Agreement in the form previously agreed to by the parties (the “Transition Services Agreement”). (g) Sellers shall deliver or cause to be delivered to Buyers an executed Payoff Letter in the form previously agreed by the parties (the “Payoff Letter”) and shall pay by wire transfer to Credit Suisse that portion of the Payoff Amount (as defined in the Payoff Letter) that is not received being wired directly to Credit Suisse by Buyers at Closing, in each case, so that the release of Liens on the Purchased Assets as contemplated by the Third Closing Date, then Seller Payoff Letter shall have be effective upon the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180) days following the Third Closing Date or final Closing. (h) Sellers shall deliver or cause to be delivered to Buyers and their respective Affiliates such other deeds, bills of sale, endorsements, consents, assignments and other instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary to vest in Buyers all right, title and interest in, to and under the Purchased Assets.

Closing. Assuming that all conditions to Closing have been satisfied and this Agreement has not otherwise been terminated, the (a) The consummation of the transaction Subscription contemplated hereby shall be held at the offices of the Title Company, located at the address set forth in Section 9.1 hereof, and shall occur in three (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” (the “First Closing”) shall occur on the closing date of the Transaction (the “Closing Date”), Purchaser shall acquire immediately prior to or substantially concurrently with the “First Closing Properties”consummation of, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”)and conditioned upon the effectiveness of, excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” heretoTransaction. (b) On the later At least ten (10) Business Days prior to occur of (i) seven (7) days following the First Closing Date, should the First Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group Company reasonably expects all conditions to the closing of Properties for which the Required Approvals have been obtained Transaction to be satisfied and the closing of the Transaction to actually occur (herein, the “Second Anticipated Closing Date”), Purchaser the Company shall acquire deliver written notice to Subscriber (the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (c”) On the later to occur of specifying (i) seven (7) days following the Second Closing Date, should the Second Anticipated Closing Date occur, or and (ii) the tenth wire instructions for delivery of the Purchase Price to the Company. No later than two (10th2) business day following Business Days prior to the date that Seller provides Purchaser with a Anticipated Closing Date or such other time agreed to in writing between the Company and the Subscriber, Subscriber shall deliver the Purchase Price for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, such funds to be held by the Company in escrow until the Closing, and deliver to the Company such information as is reasonably requested in the Closing Notice designating in order for the third group of Properties for which Company to issue the Required Approvals have been obtained (hereinSubscribed Shares to Subscriber, including, without limitation, the “Third Closing Date”legal name of the person in whose name the Subscribed Shares are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. The Company shall deliver to Subscriber (i) at the Closing, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities laws), Purchaser shall acquire in the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any name of the Property that has been permissibly removed from closing Subscriber (or its nominee in accordance with its delivery instructions), and (ii) as promptly as practicable after the provisions Closing, evidence from the Company’s transfer agent of this Agreementthe issuance to Subscriber of the Subscribed Shares (in book entry form) on and as of the Closing Date. [Notwithstanding the foregoing two sentences, with if Subscriber informs the Company (1) that it is an appropriate adjustment investment company registered under the Investment Company Act of 1940, as amended, (2) that it is advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, as amended, or (3) that its internal compliance policies and procedures so require it, then, in lieu of the settlement procedures in the foregoing two sentences, the following shall apply: Subscriber shall deliver at 8:00 a.m. New York City time on the Closing Date (or as soon as practicable following receipt of evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date) the Purchase Price for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery by the Company to Subscriber of the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities laws), in the name of Subscriber (or its nominee in accordance with Schedule “C” hereto. (dits delivery instructions) Notwithstanding and evidence from the forgoing, in Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date.]1 In the event that the ▇▇▇▇ Approval is consummation of the Transaction does not received by occur within two (2) Business Days after the Third Anticipated Closing Date, then Seller unless otherwise agreed to in writing by the Company and the Subscriber, the Company shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, promptly (but in no event later than one hundred eighty (1801) days Business Day after such two (2) Business Day period has lapsed) return the Purchase Price so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated (1) to redeliver funds to the Company in accordance with this Section 2 following the Third Company’s delivery to Subscriber of a new Closing Date Notice and (2) to consummate the Closing immediately prior to or final Closingsubstantially concurrently with the consummation of the Transaction. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or any other day on which commercial banks are required or authorized to close in either (A) the State of New York or (B) Edinburgh, United Kingdom. 1 Note to Draft: Language to be included for mutual funds.

Closing. Assuming that all conditions (a) Subject to Closing have been satisfied and this Agreement has not otherwise been terminated, the consummation satisfaction or waiver (in writing) of the transaction contemplated hereby shall be held at the offices of the Title Company, located at the address conditions set forth in Section 9.1 hereof2(d), (e) and (f), the closing of the subscription contemplated hereby (the “Closing”) shall occur after the Company Conversion and is contingent upon the substantially concurrent consummation of the Transaction and shall occur in three on the date of, and substantially concurrently with and conditioned upon the effectiveness of, the Transaction (3such date, the “Closing Date”). Not less than seven (7) separate Closings, as follows: (a) On business days prior to the later date on which the Company reasonably expects the Closing to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” (the “First Scheduled Closing Date”), Purchaser the Company shall acquire the “First Closing Properties”, as designated by Seller in a provide written notice delivered (which may be via email) to Purchaser Subscriber (a the “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all ) of the Limited Partner Approvals Scheduled Closing Date, which Closing Notice shall contain the Company’s wire instructions for an account established by the Property by November 30, 2014, then Purchaser shall be entitled Company to terminate this Agreement and receive a return the purpose of collecting funds in advance of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” heretoClosing. (b) At least two (2) business days prior to the Scheduled Closing Date, Subscriber shall deliver to the escrow account referenced above the Purchase Price for the Acquired Shares subscribed by wire transfer of United States dollars in immediately available funds. Upon the Closing, the Company shall provide instructions to the escrow agent for the escrow account to release the Purchase Price in the escrow account to the Company against delivery to Subscriber of the Acquired Shares pursuant to Section 2(c) below, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in book-entry form. If this Subscription Agreement is terminated prior to the Closing or the Closing does not occur within five (5) business days following the Scheduled Closing Date and the Purchase Price has already been sent by Subscriber to the escrow account, then immediately upon such termination or failure of closing, the Company will instruct the escrow agent to promptly (but in no event longer than one (1) business day thereafter) return such Purchase Price, without any deduction for or on account of any tax, withholding, charges, or set-off, to Subscriber by wire transfer in immediately available funds to the account specified by Subscriber. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close. In lieu of the foregoing Section 2(b) and the first two sentences of Section 2(c), for mutual funds, any investment company registered under the Investment Company Act of 1940, funds advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, and funds that require alternative settlement pursuant to internal compliance policies and procedures: On the later to occur of Scheduled Closing Date, (i) seven (7) days following Subscriber shall deliver to an account specified by the First Closing DateCompany, should which account shall not be an escrow account and shall be an account established at an U.S. bank, against delivery of the First Closing Date occur, or Acquired Shares the Purchase Price by wire transfer of United States dollars in immediately available funds and (ii) the tenth Company shall deliver to Subscriber (10thor to a custodian designated by Subscriber) the Acquired Shares, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in book-entry form in the name of the Subscriber (or its nominee in accordance with its delivery instructions) on the Company’s share register and will provide to the Subscriber evidence of such issuance of the Acquired Shares as of the Closing Date from the transfer agent for the Common Shares (the “Transfer Agent”). If this Subscription Agreement is terminated prior to the Closing or the Closing does not occur within five (5) business days following the Scheduled Closing Date and the Purchase Price has already been sent by Subscriber, then immediately upon such termination or failure of closing, the Company will promptly (but in no event longer than one (1) business day following thereafter) return such Purchase Price, without any deduction for or on account of any tax, withholding, charges, or set-off, to Subscriber by wire transfer in immediately available funds to the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated account specified by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions Subscriber. For purposes of this Subscription Agreement, with an appropriate adjustment “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to the Purchase Price in accordance with Schedule “C” heretoclose. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should subject to the Second satisfaction or waiver (in writing) of the conditions set forth in Section 2(d), (e) and (f) (other than those conditions that by their nature are to be satisfied at or prior to Closing, but without affecting the requirement that such conditions be satisfied or waived at or prior to Closing), assuming that Subscriber shall have delivered to the Company on or prior to the Closing Date occur, or (ii) the tenth (10th) business day following Purchase Price for the date that Seller provides Purchaser with a Acquired Shares by wire transfer of U.S. dollars in immediately available funds to the escrow account specified by the Company in the Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (hereinNotice, the “Third Closing Date”Company shall deliver to Subscriber the Acquired Shares in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), Purchaser shall acquire in the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any name of the Property that has been permissibly removed from closing Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable. As soon as practicable after the provisions Closing Date, the Company shall deliver to Subscriber, a written notice from the Company or its transfer agent evidencing the issuance to Subscriber (or its nominee or custodian, as applicable) of this Agreementthe Acquired Shares on and as of the Closing Date. Each book entry for the Acquired Shares shall contain a notation, and each certificate (if any) evidencing the Acquired Shares shall be stamped or otherwise imprinted with an appropriate adjustment to a legend, in substantially the Purchase Price in accordance with Schedule “C” heretofollowing form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE REOFFERED, SOLD, ASSIGNED, PLEDGED, ENCUMBERED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. (d) Notwithstanding The Closing shall be subject to the forgoingsatisfaction on the Closing Date, or the waiver (in writing) by each of the parties hereto, of each of the following conditions: (i) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby; and (ii) (A) all conditions precedent to the closing of the Transaction contained in the event Business Combination Agreement shall have been satisfied (as determined by the ▇▇▇▇ Approval parties to the Business Combination Agreement and other than those conditions under the Business Combination Agreement which, by their nature, are to be fulfilled at the closing of the Transaction, including to the extent that any such condition is not dependent upon the consummation of the purchase and sale of the Acquired Shares pursuant to this Subscription Agreement) or waived according to the terms of the Business Combination Agreement and (B) the closing of the Transaction shall be scheduled to occur concurrently with or on the same date as the Closing. (e) The obligation of the Company to consummate the issuance and sale of the Acquired Shares pursuant to this Subscription Agreement shall be subject to the satisfaction on the Closing Date, or the waiver (in writing) by the Company, of each of the following conditions (i) all representations and warranties of the Subscriber contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true in all respects) as of such specified date), and consummation of the Closing shall constitute a reaffirmation by the Subscriber of each of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the Closing Date or such specified date, as applicable; and (ii) all obligations, covenants and agreements of the Subscriber required to be performed by it at or prior to the Closing Date shall have been performed in all material respects. (f) The obligation of the Subscriber to consummate the purchase of the Acquired Shares pursuant to this Subscription Agreement shall be subject to the satisfaction on the Closing Date, or the waiver (in writing) by the Subscriber, of each of the following conditions: (i) all representations and warranties of the Company and IIAC contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Company Material Adverse Effect (as defined herein) or IIAC Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Company Material Adverse Effect or IIAC Material Adverse Effect, which representations and warranties shall be true in all respects) as of such specified date), and consummation of the Closing shall constitute a reaffirmation by the Company and IIAC of each of the respective representations and warranties of the Company and IIAC contained in this Subscription Agreement as of the Closing Date or such specified date, as applicable; (ii) all obligations, covenants and agreements of the Company and IIAC required by the Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects; (iii) no amendment or modification of, or waiver with respect to the terms of the Business Combination Agreement shall have occurred that has materially and adversely affected the economic benefits reasonably expected to be received by the Third Closing DateSubscriber under this Subscription Agreement without having received Subscriber’s prior written consent; provided, then Seller that the foregoing condition shall not apply with respect to any amendment, modification or waiver of Section 7.3(c) of the Business Combination Agreement (or the effects thereof); and (iv) no suspension by the New York Stock Exchange (the “NYSE”) of the qualification of the Acquired Shares for trading in the United States, or initiation of any proceedings by the NYSE for such purpose, shall have occurred and the right to extend the Closing Date Common Shares (including, for the ▇▇▇▇ Interest Parcels avoidance of doubt, the Acquired Shares) shall have been approved for listing on the NYSE, subject to a separate final Closing following official notice of issuance. (g) At the Third Closing DateClosing, but in no event later than one hundred eighty (180) days following the Third Closing Date or final Closingparties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary to consummate the subscription as contemplated by this Subscription Agreement.

Closing. Assuming that all conditions (a) Subject to Closing have been satisfied and this Agreement has not otherwise been terminated, the consummation satisfaction or waiver (in writing) of the transaction contemplated hereby shall be held at the offices of the Title Company, located at the address conditions set forth in Section 9.1 hereof2(d), (e) and (f), the closing of the Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction and shall occur in three on the date of, and at a time immediately prior to, the closing of the Transaction (3such date, the “Closing Date”). Not less than five (5) separate Closings, as follows: (a) On business days prior to the later date on which the Issuer reasonably expects the Closing to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” (the “First Scheduled Closing Date”), Purchaser the Issuer shall acquire the “First Closing Properties”, as designated by Seller in a provide written notice delivered (which may be via email) to Purchaser Subscriber (a the “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all ) of the Limited Partner Approvals Scheduled Closing Date, which Closing Notice shall contain the Issuer’s wire instructions for an escrow account established by the Property by November 30, 2014, then Purchaser shall be entitled Issuer to terminate this Agreement and receive a return the purpose of collecting funds in advance of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” heretoClosing. (b) On At least three (3) business days prior to the later to occur of (i) seven (7) days following the First Scheduled Closing Date, should Subscriber shall deliver to the First escrow account referenced above the aggregate Purchase Price for the Acquired Shares subscribed by wire transfer of United States dollars in immediately available funds. Upon the Closing, the Issuer shall provide instructions to the escrow agent for the escrow account to release the funds in the escrow account to the Issuer against delivery to Subscriber of the Acquired Shares, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in book-entry form. If this Subscription Agreement is terminated prior to the Closing or the Closing does not occur on the Scheduled Closing Date occurand any funds have already been sent by Subscriber to the escrow account, then promptly (but in no event longer than 2 business days thereafter) after such termination or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group failure of Properties for which the Required Approvals have been obtained (hereinclosing, the “Second Closing Date”), Purchaser shall acquire Issuer will instruct the “Second Closing Properties”, as designated by Seller escrow agent to promptly (but in Seller’s no event longer than 2 business days thereafter) return such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment funds to the Purchase Price in accordance with Schedule “C” heretoSubscriber. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should subject to the Second satisfaction or waiver (in writing) of the conditions set forth in Section 2(d), (e) and (f) (other than those conditions that by their nature are to be satisfied at Closing, but without affecting the requirement that such conditions be satisfied or waived at Closing), assuming that Subscriber shall have delivered to the Issuer on the Closing Date occur, or (ii) the tenth (10th) business day following Purchase Price for the date that Seller provides Purchaser with a Acquired Shares by wire transfer of U.S. dollars in immediately available funds to the escrow account specified by the Issuer in the Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (hereinNotice, the “Third Closing Date”Issuer shall deliver to Subscriber the Acquired Shares in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), Purchaser shall acquire in the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any name of the Property that has been permissibly removed from closing Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable. Each book entry for the provisions of this AgreementAcquired Shares shall contain a notation, and each certificate (if any) evidencing the Acquired Shares shall be stamped or otherwise imprinted with an appropriate adjustment to a legend, in substantially the Purchase Price in accordance with Schedule “C” heretofollowing form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE REOFFERED, SOLD, ASSIGNED, PLEDGED, ENCUMBERED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. (d) Notwithstanding The Closing shall be subject to the forgoing, in satisfaction on the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller or the waiver (in writing) by each of the parties hereto, of each of the following conditions: (i) no suspension of the qualification of the Acquired Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred; (ii) no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the right effect of making consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to extend impose any such prevention or prohibition; and (iii) (a) all conditions precedent to the closing of the Transaction contained in the Business Combination Agreement shall have been satisfied (as determined by the parties to the Business Combination Agreement and other than those conditions that may only be satisfied at the closing of the Transaction, but subject to satisfaction of such conditions as of the closing of the Transaction ) or waived and (b) the closing of the Transaction shall be scheduled to occur concurrently with or on the same date as the Closing. (e) The obligations of Subscriber at the Closing shall be subject to the satisfaction on the Closing Date, or the waiver by Subscriber, of each of the following conditions: (i) all representations and warranties of each of the Issuer and Peridot contained in Section 3 and Section 4, respectively, shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, Issuer Material Adverse Effect or Peridot Material Adverse Effect, which representations and warranties shall be true in all respects) at and as of the Closing Date for (unless they specifically speak as of an earlier date, in which case they shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, Issuer Material Adverse Effect or Peridot Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the ▇▇▇▇ Interest Parcels Closing shall constitute a reaffirmation by the Issuer and Peridot of each of the representations, warranties and agreements of the Issuer and Peridot contained in this Subscription Agreement as of the Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects as of such earlier date); and (ii) the Issuer shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to a separate final be performed, satisfied or complied with by it at or prior to the Closing, except where the failure of such performance or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of the Issuer to consummate the Closing; and (iii) no amendment, modification or waiver of the Business Combination Agreement shall have occurred that materially and adversely affects the economic benefits that Subscriber would receive under this Subscription Agreement without having received Subscriber’s prior written consent (which consent is not to be unreasonably withheld, conditioned or delayed). (f) The obligations of the Issuer at the Closing following shall be subject to the Third satisfaction on the Closing Date, but or the waiver by the Issuer, of each of the following conditions: (i) all representations and warranties of Subscriber contained in no event later than one hundred eighty (180) days following Section 5 shall be true and correct in all material respects at and as of the Third Closing Date, and consummation of the Closing shall constitute a reaffirmation by Subscriber of each of the representations, warranties and agreements of Subscriber contained in this Subscription Agreement as of the Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects as of such earlier date); and (ii) Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or final complied with by it at or prior to the Closing, except where the failure of such performance or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of Subscriber to consummate the Closing. (g) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the Subscription as contemplated by this Subscription Agreement. (h) In the event that the Transaction is structured where a new entity will become the successor public company to the Issuer in the Transaction or will become a parent company of the Issuer whose securities are issued in consideration of or in exchange for the Issuer’s securities (the “Successor”), then as a condition to consummating the Transaction, the Successor will agree in writing to be bound by the terms of this Subscription Agreement that apply to the Issuer after the Closing, and any references in this Subscription Agreement to the Acquired Shares will include any equity securities of the Successor that are issued in consideration of or exchange for the Acquired Shares.

Closing. Assuming that all conditions to Closing have been satisfied and this Agreement has not otherwise been terminated, the (a) The consummation of the transaction contemplated hereby Subscription (the “Closing”) shall be held at occur on the offices Transaction Closing Date, immediately following the Amalgamations and the satisfaction or waiver of the Title Company, located at the address conditions set forth in this Section 9.1 hereof, and shall occur in three (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” (the “First Closing Date”), Purchaser shall acquire the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto2. (b) On At least five (5) Business Days before the later anticipated Transaction Closing Date, PubCo shall deliver or cause to occur of be delivered written notice to Subscriber (the “Closing Notice”) specifying (i) seven (7) days following the First Closing Date, should the First anticipated Transaction Closing Date occur, or and (ii) the tenth wire instructions for delivery of the Purchase Price. No later than three (10th3) business day following Business Days prior to the date that Seller provides Purchaser with a anticipated Transaction Closing Notice designating Date as set forth in the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment Subscriber shall deliver to PubCo (A) the Purchase Price in accordance with Schedule “C” hereto. cash via wire transfer to the account specified in the Closing Notice (cwhich cash shall be held in a non-interest bearing escrow account for the benefit of the Subscribers until the Closing), and (B) On such information as is reasonably requested in the later Closing Notice in order for PubCo to occur issue the Subscribed Shares to Subscriber at the Closing including, without limitation, the legal name of the person in whose name the Subscribed Shares are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. PubCo shall deliver to Subscriber (i) seven at the Closing, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (7other than those arising under this Subscription Agreement, the governing and organizational documents of PubCo or applicable securities laws and other than those imposed by or on Subscriber or Subscriber’s assets), in the name of Subscriber (or its nominee in accordance with its delivery instructions) days following the Second Closing Dateor to a custodian designated by Subscriber, should the Second Closing Date occuras applicable, or and (ii) as promptly as practicable after the tenth Closing, written notice from PubCo or its transfer agent evidencing the issuance to Subscriber of the Subscribed Shares on and as of the Transaction Closing Date. Notwithstanding the foregoing two sentences, for any Subscriber that informs PubCo (10th1) business day that it is an investment company registered under the Investment Company Act of 1940, as amended or (2) that it is advised or sub-advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, as amended, then, in lieu of the settlement procedures in the foregoing two sentences, the following shall apply: such Subscriber shall initiate funding of the date that Seller provides Purchaser with a Purchase Price no later than 9:00 a.m. New York City time on the Transaction Closing Date (or as soon as practicable following receipt of evidence from PubCo’s transfer agent reasonably acceptable to the Subscriber of the issuance to Subscriber of the Subscribed Shares on and as of the Transaction Closing Date) by wire transfer of United States dollars in immediately available funds to the account specified by PubCo in the Closing Notice designating against delivery by PubCo to Subscriber of the third group Subscribed Shares in book entry form, free and clear of Properties for which the Required Approvals have been obtained any liens or other restrictions (herein, the “Third Closing Date”other than those arising under applicable securities laws and other than those imposed by Subscriber), Purchaser shall acquire in the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any name of the Property that has been permissibly removed from closing Subscriber (or its nominee in accordance with the provisions of this Agreementits delivery instructions) or to a custodian designated by Subscriber, with an appropriate adjustment as applicable, and evidence from PubCo’s transfer agent reasonably acceptable to the Purchase Price in accordance with Schedule “C” hereto. Subscriber of the issuance to Subscriber of the Subscribed Shares on and as of the Transaction Closing Date. In the event that the consummation of the Transaction does not occur within three (d3) Notwithstanding Business Days after the forgoing, anticipated Transaction Closing Date specified in the event the ▇▇▇▇ Approval is not received by the Third Closing DateNotice, then Seller unless Subscriber otherwise agrees in writing, PubCo shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, promptly (but in no event later than one hundred eighty four (1804) days following Business Days after the Third anticipated Transaction Closing Date or final Closing.specified in the Closing Notice) return the funds so delivered by Subscriber to PubCo by wire transfer of United States dollars in immediately available funds to the account specified by Subscriber, and, to the extent that any Subscribed Shares have been delivered to Subscriber, such Subscribed Shares shall be deemed repurchased and any related book entries shall be cancelled. For the avoidance of doubt, unless this Subscription Agreement has been terminated pursuant to Section 8, the

Closing. Assuming that all conditions to Closing have been satisfied The closing of the Subscription contemplated hereby (the “Closing”) shall occur on the date of, and this Agreement has not otherwise been terminatedsubstantially concurrently with, the consummation of the transaction contemplated hereby Transactions (it being understood that Placement Shares and Warrant Shares shall be held at the offices entitled to one vote per share as a result of consummation of the Title Company, located Transactions). Upon written notice from (or on behalf of) Strive to Subscriber (the “Closing Notice”) at the address set forth in Section 9.1 hereof, and shall occur in three least two (32) separate Closings, as follows: (a) On the later Business Days prior to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with Strive reasonably expects all conditions to the Investor Approval Notice and closing of the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” Transactions to be satisfied (the “First Expected Closing Date”), Purchaser Subscriber shall acquire the “First Closing Properties”deliver, as designated by Seller in a written notice delivered to Purchaser no later than one (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect 1) Business Days prior to the portion of the Property that has received the Limited Partner ApprovalsExpected Closing Date, with an appropriate adjustment to the Purchase Price for the Placement Securities, by wire transfer of United States dollars in immediately available funds to the account specified by Strive in the Closing Notice, such funds to be held in escrow until the Closing. If the Transactions are not consummated on or prior to the fifth (5th) Business Day after the Expected Closing Date, Strive and the Issuer agree that the Purchase Price shall be returned to Subscriber by wire transfer of United States dollars in immediately available funds to an account specified by Subscriber. Notwithstanding such return, (i) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 3 to be satisfied or waived on or prior to the Closing Date, and (ii) Subscriber shall remain obligated (A) to redeliver funds as instructed by Strive following the Strive’s delivery to Subscriber of a new Closing Notice and (B) to consummate the Closing upon satisfaction of the conditions set forth in this Section 3. At the Closing, upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 3, the Issuer shall deliver to Subscriber the Placement Shares in book entry or certificated form (at the Subscriber’s election) and the Placement Warrants and Placement Pre-Funded Warrants in certificated form, each in the name of Subscriber (or its nominee in accordance with Schedule “C” hereto. (bits delivery instructions) On the later or to occur of (i) seven (7) days following the First Closing Date, should the First Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”custodian designated by Subscriber, as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions applicable. For purposes of this Subscription Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “CBusiness Day” hereto. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business means any day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoingthat, in the event the ▇▇▇▇ Approval New York, New York, is not received neither a legal holiday nor a day on which banking institutions are generally authorized or required by the Third Closing Date, then Seller shall have the right law or regulation to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180) days following the Third Closing Date or final Closingclose.

Closing. Assuming that all conditions (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the Closing Date, immediately prior to Closing have been satisfied and this Agreement has not otherwise been terminated, the consummation of the transaction contemplated hereby shall be held at the offices of the Title Company, located at the address set forth in Section 9.1 hereof, and shall occur in three (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” (the “First Closing Date”), Purchaser shall acquire the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” heretoTransaction. (b) On At least five (5) Business Days before the later anticipated Closing Date, the Company shall deliver written notice to occur of Subscriber (the “Closing Notice”) specifying (i) seven (7) days following the First Closing Date, should the First anticipated Closing Date occur, or and (ii) the tenth wire instructions for delivery of the Purchase Price to the Company. No later than two (10th2) business day following Business Days prior to the date that Seller provides Purchaser with a anticipated Closing Date, Subscriber shall deliver the Purchase Price for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, such funds to be held by the Company in escrow until the Closing, and deliver to the Company such information as is reasonably requested in the Closing Notice designating in order for the second group Company to issue the Subscribed Shares to Subscriber, including, without limitation, a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. Upon satisfaction (or, if applicable, waiver) of Properties for which the Required Approvals have been obtained conditions set forth in this Section 2, at the Closing, (hereini) the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber, and (ii) the Company shall deliver to Subscriber (A) the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian, as applicable, in accordance with its delivery instructions), and (B) as promptly as practicable (but not more than 24 hours after the Closing), a copy of the records of the Company’s transfer agent showing Subscriber (or such nominee or custodian, as applicable) as the owner of the Subscribed Shares on and as of the Closing Date. In the event that the consummation of the Transaction does not occur within five (5) Business Days after the anticipated Closing Date specified in the Closing Notice (the “Second Closing Outside Date”), Purchaser shall acquire unless otherwise agreed to in writing by the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (hereinCompany and Subscriber, the “Third Closing Date”), Purchaser Company shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. promptly (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty five (1805) days Business Days after the Closing Outside Date) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated (A) to redeliver funds to the Company following the Third Company’s delivery to Subscriber of a new Closing Date Notice and (B) to consummate the Closing upon satisfaction of the conditions set forth in this Section 2. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or final Closingany other day on which commercial banks are required or authorized to close in the State of New York.

Closing. Assuming that all conditions to Closing have been satisfied and this Agreement has not otherwise been terminated, the (a) The consummation of the transaction Subscription contemplated hereby shall be held at (the offices “Closing”) is contingent upon the prior or substantially concurrent consummation of the Title Company, located at the address set forth in Section 9.1 hereof, Merger and shall occur in three on the Closing Date (3) separate Closings, as follows:defined below). (ab) On At least five (5) Business Days (as defined in the later to occur Merger Agreement) before the anticipated date of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” (the “First Closing Date”), Purchaser the Company shall acquire the “First Closing Properties”, as designated by Seller in a deliver written notice delivered to Purchaser Subscriber (a the “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (b) On the later to occur of specifying (i) seven (7) days following the First Closing Date, should the First anticipated Closing Date occur, or and (ii) the tenth wire instructions for delivery of the Purchase Price to the Company. No later than two (10th2) business day following Business Days prior to the date that Seller provides Purchaser with a Closing Date, Subscriber shall deliver to the Company such information as is reasonably requested in the Closing Notice designating in order for the second group of Properties for which Company to issue the Required Approvals have been obtained (hereinSubscribed Shares to Subscriber, including, without limitation, the “Second legal name of the person in whose name the Subscribed Shares are to be issued. On the Closing Date”, prior to the Effective Time (as defined in the Merger Agreement), Purchaser Subscriber shall acquire deliver the “Second Closing Properties”, as designated Purchase Price for the Subscribed Shares by Seller wire transfer of United States dollars in Seller’s such immediately available funds to the account specified by the Company in the Closing Notice, excluding and the Company shall deliver to Subscriber at the Closing, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under state or federal securities Laws (as defined in the Merger Agreement) or those created by Subscriber), in the name of the Property that has been permissibly removed from closing Subscriber (or its nominee in accordance with its delivery instructions), and evidence from the provisions Company’s transfer agent (or other evidence reasonably acceptable to Subscriber) of this Agreement, with an appropriate adjustment the issuance to Subscriber of the Purchase Price in accordance with Schedule “C” heretoSubscribed Shares on and as of the Closing Date. (c) On The Closing shall be subject to the later satisfaction (or waiver, to occur the extent permitted by applicable law, by the Company, on the one hand, and by Subscriber, on the other hand), on or prior to the Closing Date, of the following conditions: (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, prior or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any substantially concurrent consummation of the Property that has been permissibly removed from closing Merger in accordance with the provisions terms of this the Merger Agreement; and (ii) (A) no injunction or similar order by any Governmental Entity (as defined in the Merger Agreement) having jurisdiction over any party hereto or any of its subsidiaries (whether temporary, with an appropriate adjustment preliminary or permanent) shall have been issued that prohibits the consummation of the Subscription and shall continue to be in effect, and (B) no Law shall have been enacted, entered, promulgated, enforced or deemed applicable by any Governmental Entity having jurisdiction over any party hereto or any of its subsidiaries that has the Purchase Price in accordance with Schedule “C” heretoeffect of making the Subscription illegal or otherwise prohibiting consummation of the Subscription. (d) Notwithstanding Subscriber shall deliver to the forgoing, in the event the ▇▇▇▇ Approval Company all such other information as is not received reasonably requested by the Third Closing Date, then Seller shall have the right to extend the Closing Date Company in order for the ▇▇▇▇ Interest Parcels Company to issue the Subscribed Shares to Subscriber, including a separate final Closing following the Third Closing Dateduly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8, but in no event later than one hundred eighty (180) days following the Third Closing Date or final Closingas applicable.

Closing. Assuming that all conditions to Closing have been satisfied and this Agreement has not otherwise been terminated, the consummation of the transaction contemplated hereby shall title hereunder (“Closing”) will be held at the offices of the Title Company, located at the address set forth in Section 9.1 hereof1:00 P.M. local time on December 8, and shall occur in three (3) separate Closings2011, as follows: (a) On the later to occur of (i) September 3TIME BEING OF THE ESSENCE, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” (the “First Closing Date”), Purchaser or at such other definite place and time and/or prior date as Seller and Buyer may agree upon in writing; provided, however that Closing shall acquire the occur no later than December 16, 2011 (“First Outside Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”Date), excluding any property with respect to which this Agreement has been terminatedTIME BEING OF THE ESSENCE; providedand provided further, however, that in if Closing does not occur on December 8, 2011, Buyer shall pay to Seller the event that Seller fails amount of Two Thousand Five Hundred ($2500.00) Dollars per day (cumulatively, the “Extension Fee”) which obligation to obtain all of pay the Limited Partner Approvals for Extension Fee shall commence on, and include, December 8, 2011, and continue until the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (b) On the later to occur earlier of (i) seven (7) days following the First date on which Closing Date, should the First Closing Date does occur, or (ii) the tenth (10th) business day following date this Agreement is terminated by Seller as hereinafter provided. In the date event that Seller provides Purchaser with a Closing Notice designating does not occur on or before the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Outside Closing Date”), Purchaser shall acquire then, notwithstanding anything to the “Second Closing Properties”, as designated by Seller contrary contained in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with the Deposit shall be non-refundable and shall be immediately paid to Seller. The Extension Fee (i) is an appropriate adjustment amount to be paid by Buyer to Seller which is separate and apart from, and in addition to, the Buyer’s obligations to pay the Purchase Price in accordance with Schedule “C” hereto. (c) On and the later to occur of (i) seven (7) days following the Second Closing DateDeposit, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to not be credited against the Purchase Price in accordance with Schedule “C” hereto. or Deposit at Closing, (diii) Notwithstanding the forgoingshall be paid by Buyer to Seller regardless of whether Closing occurs, in and (iv) shall be paid by Buyer to Seller immediately upon demand by Seller. In the event that Closing does not occur on or before the ▇▇▇▇ Approval is not received by the Third Outside Closing Date, then Seller may terminate this Agreement at any time thereafter in Seller’s sole discretion. Unless otherwise agreed between Buyer and Seller, the transaction contemplated hereby shall have also be closed by means of the right concurrent delivery of the documents of title and the conveyancing documents, and the payment of the Purchase Price subject to extend the Closing Date adjustments expressly provided for under the terms of this Agreement. Buyer shall pay for any administrative charges or closing fees of the Title Company and Escrow Agent for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Dateconduct of Closing, but in no event later than one hundred eighty (180) days following the Third Closing Date or final Closingif any.

Closing. Assuming that all conditions to The closing of the Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing have been satisfied shall occur on the closing date of, and this Agreement has not otherwise been terminatedimmediately prior to, the consummation of the transaction contemplated hereby shall be held at the offices of the Title Company, located at the address set forth in Section 9.1 hereof, and shall occur in Transaction. Upon not less than three (3) separate Closings, as follows: business days’ written notice from (a) On the later to occur of (i) September 3, 2014, or (iion behalf of) the tenth Company to Subscriber (10ththe “Closing Notice”) that the Company reasonably expects all conditions to the closing of the Transaction to be satisfied on a date that is not less than three (3) business days from the date of the Closing Notice, Subscriber shall deliver to an independent third party escrow agent to the Closing selected by the Placement Agent and reasonably acceptable to the Company (the “Escrow Agent”), at least one (1) business day following prior to the closing date that Seller provides Purchaser with specified in the Investor Approval Closing Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” (the “First Closing Date”), Purchaser shall acquire to be held in escrow until the Closing pursuant to the terms of that certain Escrow Agreement entered into prior to the Closing Date, by and among the Company, the Escrow Agent and the Placement Agent (the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing NoticeEscrow Agent”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price for the Closing Securities by wire transfer of United States dollars in accordance with Schedule “C” immediately available funds to the account specified by the Escrow Agent in the Closing Notice against delivery by the Company to Subscriber of the Closing Securities in book-entry form (or in certificated form if indicated by the Subscriber on the Subscriber’s signature page hereto. ). In the event the Closing does not occur within two (b2) On business days of the later to occur of (i) seven (7) days following the First Closing Date, should the First Closing Date occur, or Escrow Agent shall promptly (ii) the tenth but not later than two (10th2) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to days thereafter) return the Purchase Price in accordance with Schedule “C” hereto. (c) On = to Subscriber otherwise pursuant to the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any terms of the Property that has been permissibly removed from closing in accordance with the provisions of this Escrow Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180) days following the Third Closing Date or final Closing.

Closing. Assuming that all conditions to Closing have been satisfied and this Agreement has not otherwise been terminated, The closing of the Subscription contemplated hereby (the “Closing”) shall occur substantially concurrent with the consummation of the transaction contemplated hereby Transactions Closing (the date of the Closing, the “Closing Date”) subject to the terms and conditions set forth herein; provided that the Closing shall occur after the First Effective Time (as defined in the Business Combination Agreement, the “First Effective Time”). Not less than five (5) business days prior to the anticipated Closing Date, the Issuer shall provide written notice to Subscriber (the “Closing Notice”) of such anticipated Closing Date. No later than three business days after receiving the Closing Notice, Subscriber shall deliver to the Issuer such information as is reasonably requested in the Closing Notice in order for the Issuer to issue the Shares and the Warrants to Subscriber. Subscriber shall deliver on or before two (2) business days prior to the anticipated Closing Date the Subscription Price for the Shares by wire transfer of U.S. dollars in immediately available funds to the escrow account specified by the Issuer in the Closing Notice, to be held by the escrow agent until the Transactions Closing. Not later than one (1) business day after the Closing Date, the Issuer shall register, or cause to be registered in the records of the Issuer’s transfer agent (the “Transfer Agent”), the Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable. For purposes of this Subscription Agreement, “business day” shall mean a day, other than a Saturday, Sunday or other day on which commercial banks in New York, the Cayman Islands or Brazil are authorized or required by law to close. In the event the Closing Date does not occur within three (3) business days after the anticipated Closing Date identified in the Closing Notice, the Issuer shall cause the escrow agent to promptly (but not later than three (3) business days thereafter) return the Subscription Price to Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by Subscriber, and any book entries shall be held at deemed cancelled; provided that unless this Subscription Agreement has been validly terminated pursuant to Section 5, neither the offices failure of the Title CompanyClosing to occur on the Closing Date nor such return of funds shall (a) terminate this Subscription Agreement, located at (b) be deemed to be a failure of any of the address conditions of Closing set forth in Section 9.1 hereof, and shall occur in three (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 20142.3, or (iic) relieve Subscriber of its obligation to purchase the tenth (10th) business day following Shares at the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” (the “First Closing Date”), Purchaser shall acquire the “First Closing Properties”, as designated by Seller in upon delivery of a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (b) On the later to occur of (i) seven (7) days following the First Closing Date, should the First Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a new Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions terms of this AgreementSection 2.1. Prior to or at Closing, with an Subscriber shall deliver to Issuer a duly completed and executed Internal Revenue Service Form W-9 or appropriate adjustment to the Purchase Price in accordance with Schedule “C” heretoForm W-8. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180) days following the Third Closing Date or final Closing.

Closing. Assuming The closing of the transaction contemplated by this Agreement (“Closing”) shall take place at the offices of Escrow Agent or at such other location as may be mutually agreed upon by Seller and Buyer, on the date that is fifteen (15) Calendar Days following the date of delivery by Buyer to Seller of Buyer’s Election Not to Terminate pursuant to Section 4.3 hereof, or such other date as may be mutually agreed upon by Seller and Buyer (the “Scheduled Closing Date”); provided, however, in the event all of the conditions set forth in this Agreement are not timely satisfied (or waived in writing by Buyer or Seller, as applicable), on or before the Scheduled Closing Date, then Seller and Buyer shall take such action as may be required to cause the purchase and sale of the Property to be consummated in accordance with this Agreement on or before the last to occur of the following events, as applicable: (a) the Scheduled Closing Date; or (b) fifteen (15) Calendar Days after all of the conditions precedent to Closing set forth in Section 8.1 hereof have been satisfied and this Agreement has not otherwise been terminated, Seller delivers written notice to Buyer confirming the consummation of the transaction contemplated hereby shall be held at the offices of the Title Company, located at the address set forth in Section 9.1 hereof, and shall occur in three foregoing (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” (the “First Closing Date”), Purchaser shall acquire the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; providedprovided further, however, that in no event shall the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (b) On the later to occur of (i) seven (7) days following the First Closing Date, should the First Closing Date occurtake place later than October 31, or 2010 (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Outside Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) . Notwithstanding the forgoingforegoing, in the event that, subsequent to the ▇▇▇▇ Approval is not received by Scheduled Closing Date and prior to the Third Outside Closing Date, then all of the conditions set forth in this Agreement are timely satisfied (or waived in writing by Buyer or Seller, as applicable), Seller and Buyer shall take such action as may be required to cause the purchase and sale of the Property to be consummated in accordance with this Agreement as soon as commercially practical after all of the conditions precedent to Closing have been satisfied. If Closing has not occurred on or before the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Outside Closing Date, but Buyer or Seller, if it is not in no event later than one hundred eighty (180) days following default under this Agreement, may terminate this Agreement by notice to the Third other at any time thereafter unless and until Closing Date or final Closingoccurs.

Closing. Assuming that all conditions to The Closing have been satisfied and this Agreement has not otherwise been terminated, the consummation of the transaction contemplated hereby shall be held take place at the offices of Escrow Company on the Title CompanyClosing Date, located at or through customary closing escrow arrangements reasonably acceptable to Seller and Purchaser by the address delivery of documents and funds to Escrow Company on or prior to the Closing Date. Subject to the terms and conditions set forth in Section 9.1 hereof, and shall occur in three (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” (the “First Closing Date”)herein, Purchaser shall acquire have the “First right to accelerate the Closing Properties”, as designated Date by Seller in a providing written notice to Seller of such date, which date must be at least five (5) Business Days from the date such notice is delivered to Purchaser (a “Closing Notice”), excluding any property in accordance with respect to which this Agreement has been terminatedthe provisions of Section 13.1; provided, however, that in the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall have the one-time right to revoke such acceleration notice and amend the proposed Closing Date by selecting another Business Day to be entitled the Closing Date by delivering written notice to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect Seller at least two (2) days prior to the portion previously selected Closing Date (provided that such revised Closing Date is not later than November 6, 2015). Each of Purchaser and Seller acknowledges that its respective undertakings to close this transaction promptly on the Property that has received the Limited Partner Approvals, with an appropriate adjustment Closing Date is a material inducement to the Purchase Price in accordance with Schedule “C” hereto. (b) On the later other to occur of (i) seven (7) days following the First Closing Date, should the First Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of execute this Agreement, with an appropriate adjustment that time is of the essence and that neither party shall have any obligation or right to extend, postpone or reschedule the Closing, except as expressly set forth herein. Subject to the Purchase Price in accordance with Schedule “C” hereto. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (terms and conditions set forth herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for a period of up to fourteen (14) days beyond the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third original Closing Date. To the extent Purchaser elects to extend the Closing Date pursuant to the preceding sentence, but in no event then as a condition precedent to the effectiveness of such extension, Purchaser shall (i) not later than one hundred eighty three (1803) days following Business Days prior to the Third original Closing Date or final Closing(time being of the essence) deliver written notice of such extension to Seller and Escrow Agent and (ii) not later than two (2) Business Days before the original Closing Date deposit with Escrow Agent the additional sum of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) by wire transfer of immediately available U.S. Federal funds which shall become part of the Deposit for all purposes under this Agreement and which shall be applied to the Purchase Price at Closing in accordance with the terms of this Agreement (the “Closing Extension Deposit”).

Closing. Assuming that all conditions (a) The consummation of the Subscription (the “Closing”) shall be contingent upon the Merger, and shall be contingent upon and occur on the Closing Date immediately prior to Closing have been satisfied and this Agreement has not otherwise been terminated, or concurrently with the consummation of the transaction contemplated hereby shall be held at the offices of the Title Company, located at the address set forth in Section 9.1 hereof, and shall occur in three (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” (the “First Closing Date”), Purchaser shall acquire the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” heretoTransaction. (b) On At least fifteen (15) Business Days before the later anticipated Closing Date, the Issuer shall deliver written notice to occur of Subscriber (the “Closing Notice”) specifying (i) seven (7) days following the First Closing Date, should the First anticipated Closing Date occur, or and (ii) the tenth wire instructions for delivery of the Subscription Amount to the Issuer. No later than three (10th3) business day following Business Days after receiving the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding Subscriber shall deliver to the Issuer such information as is reasonably requested in the Closing Notice in order for the Issuer to issue the Subscribed Shares to Subscriber. Ten (10) Business Days prior to the expected Closing Date specified in the Closing Notice, Subscriber shall deliver to the Issuer, the Subscription Amount in cash via wire transfer to the account specified in the Closing Notice. At the Closing, the Issuer shall issue the Subscribed Shares to Subscriber and cause the Subscribed Shares to be registered in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or state or federal securities laws), in the name of the Property that has been permissibly removed from closing Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable. In the provisions event that the consummation of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. Transaction does not occur within ten (c10) On Business Days after the later to occur of (i) seven (7) days following the Second Closing Date, should the Second anticipated Closing Date occur, or (ii) specified in the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (hereinNotice, the “Third Closing Date”), Purchaser Issuer shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. promptly (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty ten (18010) days following Business Days after the Third anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to the Issuer by wire transfer in immediately available funds to the account specified by Subscriber; provided that, unless this Subscription Agreement has been validly terminated pursuant to Section 7 hereof, neither the failure of the Closing to occur on the Closing Date specified in the Closing Notice nor such return of funds shall (x) terminate this Subscription Agreement, (y) be deemed to be a failure of any of the conditions to Closing set forth in this Section 2, or final (z) otherwise relieve any party of any of its obligations hereunder, including Subscriber’s obligation to redeliver the Subscription Amount and purchase the Subscribed Shares at the Closing in the event the Issuer delivers a subsequent Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of New York is closed. Prior to or at the Closing, Subscriber shall deliver to the Company a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8.

Closing. Assuming that all conditions to Closing have been satisfied and this Agreement has not otherwise been terminated, a. The closing of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transaction substantially concurrently with the consummation of the transaction contemplated hereby shall be held at Transaction. Upon not less than five (5) business days’ written notice from (or on behalf of) the offices Company to Subscriber (the “Closing Notice”) that the Company reasonably expects all conditions to the closing of the Title CompanyTransaction to be satisfied on a date that is not less than five (5) business days from the date of the Closing Notice, located at Subscriber shall deliver to the address set forth Company on the closing date specified in Section 9.1 hereof, and shall occur the Closing Notice (the “Closing Date”) the Purchase Price for the Acquired Securities by wire transfer of United States dollars in three (3) separate Closings, as follows: (a) On immediately available funds to the later account specified by the Company in the Closing Notice against delivery by the Company to occur Subscriber of (i) September 3the Acquired Securities in book-entry form, 2014free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable, (ii) written notice from the tenth Company or its transfer agent evidencing the issuance to Subscriber of the Acquired Securities on and as of the Closing Date and (10thiii) business day written notice from the Company or its transfer agent evidencing the transfer of the Additional Shares. b. The obligations of the Company and Sponsor hereunder are subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions may be waived by the date that Seller provides Purchaser with the Investor Approval Notice Company and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” (the “First Closing Date”), Purchaser shall acquire the “First Closing Properties”, as designated Sponsor at any time by Seller in a providing prior written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto.such waiver: (b) On the later to occur of (i) seven Subscriber shall have delivered to the Company the applicable Purchase Price for the Acquired Securities being purchased by Subscriber at the Closing by wire transfer of immediately available funds pursuant to the wire transfer instructions provided by the Company; (7ii) days following all representations and warranties of Subscriber contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or material adverse effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the First Closing Date, should the First Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any and consummation of the Property that has been permissibly removed from closing in accordance with the provisions Closing shall constitute a reaffirmation by Subscriber of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any each of the Property that has been permissibly removed from closing representations, warranties and agreements of each such party contained in accordance with this Subscription Agreement as of the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in each case without giving effect to consummation of the Transaction; (iii) no event later governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition; and (vi) all conditions precedent to the closing of the Transaction set forth in the Business Combination Agreement, including the approval of the Company’s stockholders, shall have been satisfied or waived. c. The obligations of Subscriber hereunder are subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for Subscriber’s sole benefit and may be waived by such Subscriber at any time: (i) the Company shall have delivered to Subscriber the Acquired Securities being purchased by Subscriber at the Closing pursuant to this Subscription Agreement; (ii) Sponsor shall have delivered to Subscriber the Additional Shares being purchased by the Subscriber at the Closing pursuant to this Subscription Agreement; (iii) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than one hundred eighty representations and warranties that are qualified as to materiality or material adverse effect (180as defined herein), which representations and warranties shall be true in all respects) days following at and as of the Third Closing Date (except with respect to representations and warranties made as of a particular date, which shall be true and correct in all material respects as of the date specified), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations, warranties and agreements of each such party contained in this Subscription Agreement as of the Closing Date (except with respect to representations and warranties made as of a particular date), but in each case without giving effect to consummation of the Transaction, and Subscriber shall have received a certificate, executed by the duly authorized officer of the Company, dated as of the Closing Date, to the foregoing effect; (iv) no governmental authority shall have enacted, issued, promulgated, enforced or final entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition; (v) no suspension of the qualification of the Acquired Securities for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred; (vi) the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing; (vii) the Company’s Class A Common Stock shall be listed on the NASDAQ Capital Market (“Nasdaq”), and the Company shall have obtained approval of Nasdaq to list the shares of Class A Common Stock issuable upon conversion of the Preferred Shares (the “Conversion Shares”) or upon exercise of the Warrants (the “Warrant Exercise Shares”), subject to official notice of issuance, and no notice of delisting (or notice that the listing or quotation of the Class A Common Stock will be conditioned or delayed) shall have been received from Nasdaq; (viii) all conditions precedent to the closing of the Transaction set forth in the Business Combination Agreement, including the approval of the Company’s stockholders, shall have been satisfied or waived; (ix) the Transaction shall have been, or substantially concurrently with the Closing shall be, consummated in accordance with the terms of the Business Combination Agreement, dated as of December 20, 2016, and the Side Letter, dated as of December 20, 2016, by and between the Company and the Sponsor (the “Side Letter”, and collectively with the Business Combination Agreement, the “Company Transaction Documents”); and (x) (i) the provisions of the Company Transaction Documents relating directly or indirectly to the right of holders of Class A Common Stock to redeem all or a portion of their shares of Class A Common Stock in connection with the Closing or to payments by any person to the Company in connection with such redemptions, including Section 6.3(d) of the Business Combination Agreement and Section 1(b) of the Side Letter and any related defined terms, shall not have been amended or modified in a manner that would have an adverse effect, in any respect, on the Subscriber’s investment in the Acquired Securities, and none of the Company’s rights with respect to such provisions shall have been waived in a manner that would have an adverse effect, in any respect, on the Subscriber’s investment in the Acquired Securities, and (ii) the Company Transaction Documents shall not otherwise have been amended or modified in a manner that would have an adverse effect, in any material respect, on the Subscriber’s investment in the Acquired Securities, and none of the Company’s other rights under the Company Transaction Documents shall have been waived in a manner that would have an adverse effect, in any material respect, on the Subscriber’s investment in the Acquired Securities, in each case without the prior written consent of Subscriber. d. At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the Subscription as contemplated by this Subscription Agreement.

Closing. Assuming that all conditions to Closing have been satisfied and this Agreement has not otherwise been terminated, a. The closing of the Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the transaction contemplated hereby shall be held at the offices of the Title Company, located at the address set forth in Section 9.1 hereof, Transaction and shall occur in three immediately prior thereto. Not less than five (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th5) business day following days prior to the scheduled closing date that Seller provides Purchaser with of the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” Transaction (the “First Closing Date”), Purchaser the Issuer shall acquire the “First Closing Properties”, as designated by Seller in a provide written notice delivered to Purchaser Subscriber (a the “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all ) of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser such Closing Date. Subscriber shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect deliver to the portion of Issuer at least one (1) business day prior to the Property that has received Closing Date, to be held in escrow until the Limited Partner ApprovalsClosing, with an appropriate adjustment to the Purchase Price for the Acquired Shares by wire transfer of U.S. dollars in immediately available funds to the account specified by the Issuer in the Closing Notice. b. On the Closing Date, the Issuer shall deliver to Subscriber (i) the Acquired Shares in certificated or book entry form (at the Issuer’s election), free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in the name of Subscriber (or its nominee in accordance with Schedule its delivery instructions) or to a custodian designated by Subscriber, as applicable and (ii) a copy of the records of the Issuer’s transfer agent (the “C” heretoTransfer Agent”) showing Subscriber as the owner of the Acquired Shares on and as of the Closing Date. In the event the Transaction does not occur within one (1) business day of the Closing, the Issuer shall promptly (but not later than two (2) business days thereafter) return the Purchase Price to Subscriber, and any book entries or share certificates shall be deemed cancelled and any share certificates shall be promptly (but not later than two (2) business days thereafter) returned to the Issuer. (b) On c. The Closing shall be subject to the later to occur of conditions that, on the Closing Date: (i) seven no suspension of the qualification of the Acquired Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred; (7ii) days following all representations and warranties of the First Issuer and Subscriber contained in this Subscription Agreement shall be true and correct in all material respects as of the Closing Date, should and consummation of the First Closing Date occurshall constitute a reaffirmation by each of the Issuer and Subscriber of each of the representations, or warranties and agreements of each such party contained in this Subscription Agreement as of the Closing Date; (iiiii) the tenth Issuer shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing; (10thiv) business day following no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the date that Seller provides Purchaser with effect of making consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a Closing Notice designating proceeding seeking to impose any such prevention or prohibition; and (v) all conditions precedent to the second group closing of Properties for which the Required Approvals Transaction, including the approval of the Issuer’s shareholders, shall have been obtained satisfied or waived (hereinother than those conditions that may only be satisfied at the closing of the Transaction, but subject to satisfaction of such conditions as of the closing of the Transaction). d. At the Closing, the “Second Closing Date”), Purchaser parties hereto shall acquire execute and deliver such additional documents and take such additional actions as the “Second Closing Properties”, parties reasonably may deem to be practical and necessary in order to consummate the Subscription as designated contemplated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Subscription Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180) days following the Third Closing Date or final Closing.

Closing. Assuming that all conditions to Closing have been satisfied and this Agreement has not otherwise been terminated, the (a) The consummation of the transaction Subscription contemplated hereby shall be held at the offices of the Title Company, located at the address set forth in Section 9.1 hereof, and shall occur in three (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” (the “First Closing”) shall occur on the closing date of the Transaction (the “Closing Date”), Purchaser shall acquire immediately prior to or substantially concurrently with the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all consummation of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” heretoTransaction. (b) On At least five (5) Business Days before the later anticipated Closing Date, the Company shall deliver written notice to occur of Subscriber (the “Closing Notice”) specifying (i) seven (7) days following the First Closing Date, should the First anticipated Closing Date occur, or and (ii) the tenth wire instructions for delivery of the Purchase Price to the Company. No later than three (10th3) business day following Business Days prior to the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser Subscriber shall acquire deliver the “Second Closing Properties”, as designated Purchase Price for the Subscribed Shares by Seller wire transfer of United States dollars in Seller’s such immediately available funds to the account specified by the Company in the Closing Notice, excluding any such funds to be held by the Company in escrow until the Closing, and deliver to the Company such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Shares to Subscriber, including, without limitation, the legal name of the Property person (or nominee if so instructed by the Subscriber) in whose name the Subscribed Shares are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. Notwithstanding the foregoing and for the avoidance of doubt, in the case of a Subscriber that has been permissibly removed is an “investment company” registered under the Investment Company Act of 1940, as amended, Subscriber shall deliver to the Company on the anticipated Closing Date the Purchase Price for the Subscribed Shares by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in the Closing Notice (which account shall not be an escrow account) against delivery to the undersigned of the Subscribed Shares in book entry form, including evidence from closing the Company’s transfer agent of such issuance, on the Closing Date as described below. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) at the Closing, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities laws), in the name of Subscriber (or its nominee in accordance with the provisions of this Agreementits delivery instructions), with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or and (ii) as promptly as practicable after the tenth Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. In the event that the consummation of the Transaction does not occur within three (10th3) business day following Business Days after the date that Seller provides Purchaser with a anticipated Closing Notice designating Date specified in the third group of Properties for which the Required Approvals have been obtained (hereinClosing Notice, unless otherwise reasonably agreed to in writing by Ajax, the “Third Closing Date”)Company and the Subscriber, Purchaser the Company shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. promptly (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty two (1802) days Business Days thereafter) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 7 herein, Subscriber shall remain obligated (A) to redeliver funds to the Company following the Third Company’s delivery to Subscriber of a new Closing Date Notice and (B) to consummate the Closing upon satisfaction of the conditions set forth in this Section 2. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or final Closingany other day on which commercial banks are required or authorized to remain closed in the State of New York or the United Kingdom. Each register and book entry for the Subscribed Shares shall contain a notation in substantially the following form: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.”

Closing. Assuming that all conditions to Closing have been satisfied and this Agreement has not otherwise been terminated, the consummation of the transaction contemplated hereby shall be held at the offices sale of the Title CompanyProperty shall take place through an escrow (“Escrow”) to be established with ▇▇▇▇▇, located at the address set forth in Section 9.1 hereof, and shall occur in three (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice& ▇▇▇▇▇, if applicable, for the below defined L.L.C. (“First Closing Properties” (the “First Closing DateEscrow Holder”), Purchaser shall acquire the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ) at ▇▇▇ ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (b) On the later to occur of (i) seven (7) days following the First Closing Date, should the First Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, in the event the ▇▇▇▇▇▇ Approval is not received by the Third ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq., Telephone No.: , Facsimile No.: . The “Closing Date” shall be a date to be chosen by Buyer by written notice to Seller no later than August 30, then 2011, and which Closing Date shall be no earlier than September 15, 2011 and no later than September 28, 2011. Notwithstanding the foregoing, Seller shall have the right right, upon delivery of notice to Buyer given at least five (5) days before the Closing Date, to extend the Closing Date up to thirty (30) days in order to coordinate the payoff of its existing debt encumbering the Property. Escrow shall be deemed open upon delivery of a fully executed copy of this Agreement to Escrow Holder (“Opening of Escrow”). Escrow Holder shall immediately notify Buyer and Seller of the date of Opening of Escrow and the Escrow Number. The terms “Close of Escrow” and “Closing” shall mean the date the Special Warranty Deed (hereinafter defined) is filed for record in the ▇▇▇▇ Interest Parcels Land Records of York County, Virginia. At the option of Seller, Closing may take place through a so-called “New York style” closing, subject to a separate final the agreement of Buyer’s lender and Buyer’s title insurance company. It is further understood that neither Seller nor Buyer nor their respective counsel need be physically present at the Closing following so long as all documents that are required to be delivered at Closing are fully executed, delivered in Escrow and available on the Third Closing Date, but and an authorized signatory of the affected party is available either in no event later than one hundred eighty (180) days following the Third Closing Date person or final by telephone and facsimile at Closing.

Closing. Assuming that all conditions a. The consummation of the Subscription contemplated hereby (the “Closing”) shall be contingent upon, and occur on the Closing Date immediately prior to Closing have been satisfied and this Agreement has not otherwise been terminated, or concurrently with the consummation of the transaction contemplated hereby Transaction. b. At least five (5) Business Days before the anticipated Closing Date, the Company shall be held at deliver written notice to Subscriber (the offices of the Title Company, located at the address set forth in Section 9.1 hereof, and shall occur in three (3“Closing Notice”) separate Closings, as follows: (a) On the later to occur of specifying (i) September 3, 2014, or the anticipated Closing Date and (ii) the tenth wire instructions for delivery of the Purchase Price to the Company. No later than two (10th2) business day following Business Days after receiving the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Closing Notice, if applicable, Subscriber shall deliver to the Company such information as is reasonably requested in the Closing Notice in order for the below defined “First Closing Properties” Company to issue the Subscribed Notes to Subscriber. Subscriber shall deliver to the Company, prior to 9:30 a.m. (Eastern time)(or as soon as practicable after the “First Company or its transfer agent delivers evidence of the issuance to Subscriber of the Subscribed Notes on as of the Closing Date”), Purchaser shall acquire on the “First Closing Properties”Date, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance cash via wire transfer to the account specified in the Closing Notice against delivery (with Schedule “C” hereto. (b) On the later such delivery to occur promptly following receipt of the Purchase Price) by the Company to Subscriber of the Subscribed Notes in book entry form pursuant to the DWAC procedures of the Depository Trust Company (i) seven (7) days following the First Closing Date, should the First Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing DateDTC”), Purchaser which will act as securities depository for the Notes, free and clear of any liens, encumbrances or other restrictions (other than those arising under the Indenture, this Subscription Agreement or state or federal securities laws), in the name of Subscriber or a custodian designated by Subscriber (which custodian shall acquire have properly posted such DWAC for release by the “Second Closing Properties”Trustee through the facilities of DTC), as designated by Seller applicable. In the event that the consummation of the Transaction does not occur within one (1) Business Day after the anticipated Closing Date specified in Seller’s such the Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. Company shall promptly (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty two (1802) days following Business Days after the Third anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber and any Subscribed Notes shall be transferred by DWAC to the Trustee and deemed cancelled and no amounts will be owned under such Subscribed Notes; provided that, unless this Subscription Agreement has been validly terminated pursuant to Section 6 hereof, neither the failure of the Closing to occur on the Closing Date specified in the Closing Notice nor such return of funds shall (x) terminate this Subscription Agreement, (y) be deemed to be a failure of any of the conditions to Closing set forth in Section 2(c) hereof, or final Closing(z) otherwise relieve any party of any of its obligations hereunder, including Subscriber’s obligation to redeliver the Purchase Price and purchase the Subscribed Notes at the Closing in the event the Company delivers a subsequent Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of New York is closed.

Closing. Assuming that all conditions to Closing have been satisfied and this Agreement has not otherwise been terminated, the (a) The consummation of the transaction Subscription contemplated hereby shall be held at the offices of the Title Company, located at the address set forth in Section 9.1 hereof, and shall occur in three (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” (the “First Closing”) shall occur on the closing date of the Transaction (the “Closing Date”), Purchaser shall acquire following the “First Closing Properties”, as designated by Seller in a written notice delivered Domestication and immediately prior to Purchaser (a “Closing Notice”), excluding any property with respect and subject to which this Agreement has been terminated; provided, however, that in and conditioned upon) the event that Seller fails to obtain all consummation of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” heretoMerger. (b) On At least five (5) Business Days before the later anticipated Closing Date, the Company shall deliver or cause to occur of be delivered written notice to Subscriber (the “Closing Notice”) specifying (i) seven (7) days following the First Closing Date, should the First anticipated Closing Date occur, or and (ii) the tenth wire instructions for delivery of the Purchase Price to the Company. No later than two (10th2) business day following Business Days prior to the date that Seller provides Purchaser with a anticipated Closing Date as set forth in the Closing Notice, Subscriber shall deliver to the Company (A) the Purchase Price for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, such funds to be held by the Company in escrow until the Closing and (B) such information as is reasonably requested in the Closing Notice designating in order for the second group Company to issue the Subscribed Shares to Subscriber at the Closing. Upon satisfaction (or, if applicable, waiver) of Properties for which the Required Approvals have been obtained (hereinconditions set forth in this Section 2, the Company shall deliver to Subscriber (i) at the Closing, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities laws of any state, federal or foreign governmental authority and the rules and regulations promulgated thereunder (the “Second Closing DateSecurities Laws”), Purchaser in the name of Subscriber (or its nominee in accordance with its delivery instructions) (and the Purchase Price shall acquire be released from escrow automatically and without further action by the “Second Company or the Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Properties”Date. Notwithstanding the foregoing two sentences, if Subscriber informs the Company in writing at least five (5) Business Days prior to Closing Date (1) that it is an investment company registered under the Investment Company Act of 1940, as designated amended, (2) that it is advised by Seller an investment adviser subject to regulation under the Investment Advisers Act of 1940, as amended, or (3) that its internal compliance policies and procedures so require it, then, in Sellerlieu of the settlement procedures in the foregoing two sentences, the following shall apply: Subscriber shall deliver at 8:00 a.m., New York City time, on the Closing Date (or as soon as practicable following receipt of evidence from the Company’s such transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date) the Purchase Price for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery by the Company to Subscriber of the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under applicable Securities Laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) and evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. In the event that the consummation of the Transaction does not occur within two (2) Business Days after the anticipated Closing Date specified in the Closing Notice, excluding any of unless otherwise agreed to in writing by the Property that has been permissibly removed from closing in accordance with Company and the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (hereinSubscriber, the “Third Closing Date”), Purchaser Company shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. promptly (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty five (1805) days Business Days after the anticipated Closing Date specified in the Closing Notice) return the entire Purchase Price so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated (A) to redeliver funds to the Company in escrow (if applicable) following the Third Company’s delivery to and the receipt by Subscriber of a new Closing Date Notice in accordance with this Section 2 and (B) to consummate the Closing upon satisfaction of the conditions set forth in this Section 2. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday or final ClosingSunday, or any other day on which banks located in New York, New York are required or authorized by law to be closed for business.

Closing. Assuming that all conditions to Closing have been satisfied and this Agreement has not otherwise been terminated, the consummation The time of closing of the transaction contemplated hereby Contract (the "Closing") shall be held (unless mutually otherwise agreed) occur at the offices office of the Title CompanyInsurer on the date thirty (30) days after the later of the exercise of the Option pursuant to Section 26.2(A)(i) and (ii) or Landlord's receipt of both the survey and title commitment. Rents, located at premiums under assignable insurance policies (if any) and other similar items shall be adjusted ratably as of the address set forth in Section 9.1 hereofdate of Closing, and such prorations shall be final. General taxes and assessments for the Property shall be adjusted ratably as of the date of Closing on the basis of the most currently available real estate tax ▇▇▇▇, and shall occur in three be reprorated between the parties upon receipt of the final tax bills therefor. Except as otherwise expressly set forth herein (3) separate Closingse.g., as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” (the “First Closing Date”), Purchaser shall acquire the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; providedtitle insurance and a survey), however, that all expenses in connection with the event that Seller fails to obtain all Closing shall be allocated among and borne by the parties in accordance with custom. This sale shall be closed through a "New York-style" escrow with the Escrowee in accordance with the general provisions of the Limited Partner Approvals for usual form of Deed and Money Escrow Agreement then in use by Escrowee with such special provisions inserted therein as may be required to conform with the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return Contract. The costs of the ▇▇▇▇▇▇▇ Money or proceed and closing escrows shall be divided equally between Landlord and Tenant. All prorations made pursuant to Closing this Section 26.5 shall take into account the tenancy of the Tenant and the requirements imposed under this Lease with respect to the portion Tenant's payment of the Property that has received the Limited Partner ApprovalsBase Rent and Additional Rent, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (b) On the later to occur including, but not limited to, its proportionate share of (i) seven (7) days following the First Closing Date, should the First Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser Operating Expenses. Tenant shall acquire the “Second Closing Properties”Property on a strict and absolute "as-is," "where-is" basis, as designated by Seller in Seller’s such Closing Noticewithout any representations or warranties of any nature whatsoever from Landlord, excluding nor shall Landlord have any obligation whatsoever to perform any repairs of any nature at the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment as a condition to the Purchase Price in accordance with Schedule “C” hereto. (c) On the later Tenant's obligation to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend consummate the Closing Date for after exercising the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180) days following the Third Closing Date or final ClosingOption.

Closing. Assuming that all conditions to Closing have been satisfied and this Agreement has not otherwise been terminated(a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the same date as the Transactions, immediately following the consummation of the transaction contemplated hereby shall be held at the offices of the Title Company, located at the address set forth in Section 9.1 hereof, and shall occur in three (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” Mergers (the “First Closing Date”), Purchaser shall acquire the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (b) On At least five (5) Business Days before the later anticipated Closing Date, Pubco shall deliver written notice to occur of the Subscriber (the “Closing Notice”) specifying (i) seven (7) days following the First Closing Date, should the First anticipated Closing Date occur, or and (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group wire instructions for delivery of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price to Pubco. No later than two (2) Business Days prior to the Closing Date, Subscriber shall deliver to Pubco such information as is reasonably requested in accordance with Schedule “C” heretothe Closing Notice in order for Pubco to issue the Subscribed Shares to Subscriber. (c) On Subscriber shall deliver to Pubco, prior to 9:30 a.m. (Eastern time), on the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance cash via wire transfer of United States dollars in immediately available funds to the account specified in the Closing Notice against delivery (with Schedule such delivery to occur promptly following receipt of the Purchase Price) by Pubco to Subscriber of the Subscribed Shares in book entry form pursuant to the Deposit/Withdrawal at Custodian (“C” heretoDWAC”) procedures of the Depository Trust Company (“DTC”) and the Share Agent, free and clear of any liens, encumbrances or other restrictions (other than those arising under the Certificate of Designations, this Subscription Agreement, the certificate of incorporation and bylaws of Pubco as may be in effect from time to time (the “Pubco Organizational Documents”) or state or federal securities laws), in the name of Subscriber (which Share Agent shall have properly posted such DWAC for release through the facilities of DTC) or a custodian designated by Subscriber. (d) Notwithstanding In the forgoing, event that the consummation of the Transactions does not occur within two (2) Business Days after the anticipated Closing Date specified in the event the ▇▇▇▇ Approval is not received Closing Notice, unless otherwise agreed to in writing by the Third Closing DateSPAC, then Seller Pubco and Subscriber, Pubco shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, promptly (but in no event later than one hundred eighty three (1803) days following Business Days after the Third anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to Pubco by wire transfer in immediately available funds to the account specified by Subscriber, any shares of Preferred Stock shall be transferred to the Share Agent and either deemed cancelled or final Closingdeposited in Pubco treasury and no amounts will be owed under such Preferred Stock. Notwithstanding such return (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6, Subscriber shall remain obligated to deliver funds to Pubco, as set forth in the Closing Notice, following Pubco’s delivery to Subscriber and SPAC of a new Closing Notice in accordance with this Section 2 and Subscriber, Pubco and SPAC shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following Pubco’s delivery to Subscriber and SPAC of a new Closing Notice; provided that only one new Closing Notice may be issued. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday, Sunday or other day on which commercial banks in New York City (New York) or Wilmington (Delaware) are not open for a full business day for the general transaction of business.

Closing. Assuming that all conditions to Closing have been satisfied and this Agreement has not otherwise been terminated, the consummation of the transaction contemplated hereby shall be held at the offices of the Title Companyon or before , located at the address set forth in Section 9.1 hereof, and shall occur in three (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” 2017 (the “First Closing Date”). Escrow Holder (as defined in Section 18) is hereby authorized and instructed to conduct the escrow in accordance with this Contract, Purchaser its Escrow Instructions which shall acquire follow the terms set forth herein, applicable law and custom and practice of the community in which the Escrow Holder is located, including any reporting or requirements of the Internal Revenue Code. If and to the extent there is any conflict between the escrow instructions and this Contract, the terms of this Contract will control. On the Closing Date, Seller shall deliver to Buyer a Deed to the Property, which deed shall be without warranties; express, implied or statutory, except as set out elsewhere herein. Buyer may take possession of the Property one (1) day after Closing. IF THE SUCCESSFUL BIDDER FAILS TO TIMELY CLOSE THE SALE BY THE CLOSING DATE AS AGREED, THE SUCCESSFUL BIDDER’S INITIAL DEPOSIT SHALL BE RETAINED BY THE SELLER AS LIQUIDATED DAMAGES TO COMPENSATE SELLER AND AUCTIONEER FOR THEIR DAMAGES INCURRED BY THE BUYER’S FAILURE TO PERFORM. At the Closing, the Seller shall convey title to the properties free and clear of all liens and encumbrances. The sale is without contingencies, and the Property is being conveyed “First Closing Properties”as is” “where is” and with no representations and warranties of any kind or nature, express, implied or statutory and shall remain subject to all Permitted Title Exceptions as designated by described in Paragraph 11 below. The Seller in a written notice delivered agrees to Purchaser (a “Closing Notice”), excluding any property with respect execute all other documents and disclosure statements as may be required to which this Agreement has been terminated; provided, however, that in sell or convey the Property to Buyer. In the event that Seller fails cancels this Contract because of Buyer’s breach, Seller shall give written notice to obtain all Buyer at Buyer’s address hereinabove. No further consent or other actions of the Limited Partner Approvals Buyer will be necessary for the Property by November 30, 2014, then Purchaser shall Initial Deposit to be entitled forfeited to terminate Seller in the event of a breach of this Agreement by Buyer and receive Escrow Holder is hereby instructed to release the Initial Deposit to Seller upon the termination of this Agreement because of a return breach of this Agreement by Buyer. The date set for the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion may be extended for a period of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. no more than (b) On the later to occur of (i) seven (730) days following the First Closing Datewith Sellers consent, should the First Closing Date occur, which consent may be given or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller withheld in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” heretosole discretion. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180) days following the Third Closing Date or final Closing.

Closing. Assuming that all Subject to the terms and conditions to Closing have been satisfied and this Agreement has not otherwise been terminatedhereof, the consummation closing of the transaction contemplated hereby Purchase (the “Closing”) shall be held effected remotely by the exchange of signatures, documents and funds, as and to the extent applicable, by electronic transmission or similar means on March 13, 2024, or at such other time and place as the offices Company and Purchasers agree (the “Closing Date”). Upon (v) satisfaction or (vi) waiver by the party or parties entitled to the benefit thereof, of the Title Company, located at the address conditions set forth in Section 9.1 hereof1.3, and at the Closing, each Purchaser shall occur deliver to the Company the Purchase Price by wire transfer of U.S. dollars in three immediately available funds to an account of the Company designated in writing by the Company to such Purchaser. At the Closing, the Company shall, in accordance with this Agreement, deliver to each Purchaser (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (iiA) the tenth number of shares of Purchased Stock registered in the name of the Purchaser (10thor its nominee in accordance with its delivery instructions) business day following the date that Seller provides Purchaser with the Investor Approval Notice and transfer agent of the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” Company (the “First Closing DateTransfer Agent”) in book entry form, free and clear of any Liens or other restrictions whatsoever (other than those arising under state or federal securities laws), Purchaser shall acquire the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (b) On the later to occur of (i) seven (7) days following the First Closing Date, should the First Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, in the event amount set forth opposite the ▇▇▇▇ Approval is not received by name of such Purchaser under the Third heading “Number of Preferred Stock to be Purchased” in the Schedule of Purchasers and (B) written notice from the Company or its transfer agent evidencing the issuance to the Purchaser of the number of shares of Purchased Stock set forth opposite the name of such Purchaser under the heading “Number of Preferred Stock to be Purchased” in the Schedule of Purchasers on and as of the Closing Date. Notwithstanding the foregoing, then Seller if Purchaser informs the Company that it is a mutual fund subject to regulations related to the timing of funding and the issuance of securities, or has internal policies and/or procedures relating to the timing of funding and the issuance of securities, such Purchaser shall have not be required to wire its Purchase Price until it confirms receipt of a book-entry statement from the right Transfer Agent evidencing the issuance of the Purchased Stock to extend such Purchaser on and as of the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180) days following the Third Closing Date or final Closing.

Closing. Assuming that all conditions to The closing of the sale of the Shares contemplated hereby (the “Subscription Closing”) is contingent upon the substantially concurrent consummation of the Transaction (the “Transaction Closing”). The Subscription Closing have been satisfied shall occur on the date of, and this Agreement has not otherwise been terminatedimmediately prior to, the consummation of the transaction contemplated hereby Transaction (the “Transaction Closing Date”). Not less than ten (10) business days prior to the scheduled Transaction Closing Date, the Company shall provide written notice to the undersigned (the “Closing Notice”) (i) of such scheduled Transaction Closing Date, (ii) that the Company reasonably expects all conditions to the closing of the Transaction to be satisfied or waived, and (iii) wire instructions for delivery of the Purchase Price to the Escrow Agent (as defined below). The undersigned shall deliver to Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”), at least one (1) business day prior to the Transaction Closing Date specified in the Closing Notice, the Purchase Price, which shall be held at in a segregated escrow account for the offices benefit of the Title CompanySubscriber (the “Escrow Account”) until the Subscription Closing pursuant to the terms of a customary escrow agreement, located at which shall be on terms and conditions reasonably satisfactory to the address set forth undersigned to be entered into by the Company and the Escrow Agent (the “Escrow Agreement”), by wire transfer of United States dollars in Section 9.1 hereofimmediately available funds to the account specified by the Company in the Closing Notice. The Company shall provide to the undersigned, and shall occur no later than the date on which the Closing Notice is delivered to the undersigned, a copy of the executed Escrow Agreement to be in three (3) separate Closings, as follows: (a) force on the Transaction Closing Date. On the later Transaction Closing Date, the Company shall deliver to occur of the undersigned (i) September 3the Shares in book-entry form, 2014or, if required by the undersigned, certificated form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws as set forth herein), in the name of the undersigned (or its nominee in accordance with its delivery instructions) or to a custodian designated by the undersigned, as applicable, and (ii) a copy of the tenth records of the Company’s transfer agent showing the undersigned (10thor such nominee or custodian) as the owner of the Shares on and as of the Transaction Closing Date. Upon delivery of the Shares to the undersigned (or its nominee or custodian, if applicable), the Purchase Price shall be released from the Escrow Account automatically and without further action by the Company or the undersigned. If the Transaction Closing does not occur within two (2) business days after the Transaction Closing Date specified in the Closing Notice, the Escrow Agent shall promptly (but not later than one (1) business day following thereafter) return the date that Seller provides Purchaser with Purchase Price to the Investor Approval Notice undersigned by wire transfer of U.S. dollars in immediately available funds to the account specified by the undersigned. Furthermore, if the Transaction Closing does not occur on the same day as the Subscription Closing, the Escrow Agent (or the Company, if the Purchase Price has been released by the Escrow Agent) shall promptly (but not later than one (1) business day thereafter) return the Purchase Price to the undersigned by wire transfer of U.S. dollars in immediately available funds to the account specified by the undersigned, and the ▇▇▇▇ Acquisition Noticeany book-entries and, if applicable, for certificated shares, shall be deemed cancelled (and, in the below defined “First Closing Properties” (case of certificated shares, the “First Closing Date”), Purchaser undersigned shall acquire promptly return such certificates to the “First Closing Properties”Company or, as designated directed by Seller in a written notice delivered to Purchaser (a “Closing Notice”)the Company, excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion Company’s representative or agent). If this Subscription Agreement terminates following the delivery by the undersigned of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. for the Shares, the Escrow Agent shall promptly (b) On the but not later to occur of than one (i) seven (7) days following the First Closing Date, should the First Closing Date occur, or (ii) the tenth (10th1) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to thereafter) return the Purchase Price in accordance with Schedule “C” hereto. (c) On to the later to occur of (i) seven (7) days undersigned, whether or not the Transaction Closing shall have occurred. If this Subscription Agreement terminates following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (hereinTransaction Closing, the “Third Closing Date”), Purchaser undersigned shall acquire promptly upon the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any return to the undersigned of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing DateEscrow Agent, then Seller shall have transfer the right Shares to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180) days following the Third Closing Date or final ClosingCompany.

Closing. Assuming that all conditions The Company shall deliver a notice to Closing have been satisfied and this Agreement has not otherwise been terminatedthe Subscriber, at least five (5) Business Days before the closing of the Business Combination (the “Business Combination Closing”) (or such lesser number of days as the Subscriber may consent to in writing), specifying the date of the Business Combination Closing, the consummation aggregate Purchase Price for the Securities to be purchased by the Subscriber and instructions for wiring the Purchase Price. The closing of the transaction contemplated hereby sale of the Securities (the “Closing”) shall be held at on the offices of same date and immediately prior to the Title Company, located at the address set forth in Section 9.1 hereof, and shall occur in three Business Combination Closing (3) separate Closings, such date being referred to as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” (the “First Forward Closing Date”). Except as otherwise mutually agreed by the parties hereto, Purchaser shall acquire the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser at least one (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect 1) Business Day prior to the portion of Forward Closing Date, the Property that has received Subscriber shall deliver to the Limited Partner ApprovalsCompany, with an appropriate adjustment to be held in escrow until the Closing, the Purchase Price for the Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Closing on the Forward Closing Date, (i) the Purchase Price shall be released from escrow automatically and without further action by the Company or the Subscriber and (ii) upon such release, the Company shall issue the Securities to the Subscriber in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Subscriber (or its nominee in accordance with Schedule “C” hereto. (b) On the later to occur of (i) seven (7) days following the First Closing Date, should the First Closing Date occurits delivery instructions), or (ii) to a custodian designated by the tenth (10th) business day following Subscriber, as applicable. In the event the Business Combination Closing does not occur on the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties scheduled for which the Required Approvals have been obtained closing (hereinunless otherwise extended), the “Second Closing Date”), Purchaser shall acquire not occur and the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of Company shall promptly (but not later than one (1) Business Day thereafter) return the Property that has been permissibly removed from closing in accordance with Purchase Price to the provisions Subscriber. For purposes of this Agreement, with an appropriate adjustment “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to the Purchase Price in accordance with Schedule “C” hereto. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, close in the event the ▇▇▇▇ Approval is not received by the Third Closing DateCity of New York, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180) days following the Third Closing Date or final ClosingNew York.

Closing. Assuming that all conditions to Closing have been satisfied The closing of the Subscription contemplated hereby (the “Subscription Closing”) shall occur on the date of, and this Agreement has not otherwise been terminatedimmediately prior to, the consummation of the transaction contemplated hereby shall be held at the offices of the Title Company, located at the address set forth in Section 9.1 hereof, and shall occur in three Transactions. Upon written notice from (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (iion behalf of) the tenth Issuer to Subscriber (10ththe “Closing Notice”) business day following at least seven Business Days prior to the date that Seller provides Purchaser with the Investor Approval Notice and Issuer reasonably expects all conditions to the ▇▇▇▇ Acquisition Notice, if applicable, for closing of the below defined “First Closing Properties” Transactions to be satisfied (the “First Expected Closing Date”), Purchaser Subscriber shall acquire the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect deliver to the portion of Issuer no later than three Business Days prior to the Property that has received the Limited Partner ApprovalsExpected Closing Date, with an appropriate adjustment to the Purchase Price for the Subscribed Shares, by wire transfer of United States dollars in immediately available funds to the account specified by the Issuer in the Closing Notice, such funds to be held by the Issuer in escrow until the Subscription Closing. If the Transactions are not consummated within 10 Business Days of the Expected Closing Date, the Issuer shall return the Purchase Price to Subscriber by wire transfer of United States dollars in immediately available funds to an account specified by Subscriber. Notwithstanding such return, (i) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Subscription Closing set forth in this Section 3 to be satisfied or waived on or prior to the Closing Date, and (ii) Subscriber shall remain obligated (a) to redeliver funds to the Issuer in escrow following the Issuer’s delivery to Subscriber of a new Closing Notice and (b) to consummate the Subscription Closing upon satisfaction of the conditions set forth in this Section 3. At the Subscription Closing, upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 3, the Issuer shall deliver to Subscriber the Shares in certificated or book entry form (at the Issuer’s election) in the name of Subscriber (or its nominee in accordance with Schedule “C” hereto. (bits delivery instructions) On the later or to occur of (i) seven (7) days following the First Closing Date, should the First Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”custodian designated by Subscriber, as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions applicable. For purposes of this Subscription Agreement, with an appropriate adjustment “Business Day” means any day, except Saturday or Sunday, on which banks are not required or authorized to the Purchase Price close in accordance with Schedule “C” heretoNew York, New York. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180) days following the Third Closing Date or final Closing.

Closing. Assuming that all conditions to Closing have been satisfied and this Agreement has not otherwise been terminated, the consummation of the transaction contemplated hereby The closing hereunder (“Closing”) shall be held and delivery of all items to be made at the Closing under the terms of this Agreement shall be at the offices of the Title CompanyEscrow Agent on or before ten (10) days following the expiration of the Due Diligence Period, located at or such other date and time as Buyer and Seller may mutually agree upon in writing (the address “Closing Date”). Such date and time may not be extended without the prior written approval of both Seller and Buyer except as set forth in Section 9.1 hereof9.5.3. No later than 10:00 a.m. Eastern Time on the Closing Date, (x) Buyer and Seller shall deposit in escrow with the Escrow Agent fully executed and acknowledged originals of all the Closing Documents required to be delivered by such party, with the documents to be recorded being in form confirmed by the Escrow Agent to be in satisfactory form for recording, and Buyer shall occur deposit in three escrow with the Escrow Agent the Purchase Price (3subject to adjustments described in Section 9.6), together with all other costs and amounts to be paid by Buyer at the Closing pursuant to the terms of this Agreement, by Federal Reserve wire transfer of immediately available funds to an account to be designated by the Escrow Agent. No later than 1:00 p.m. Eastern Time on the Closing Date, (a) separate ClosingsBuyer will direct the Escrow Agent to (i) pay to Seller by Federal Reserve wire transfer of immediately available funds to an account designated by Seller, the Purchase Price (subject to adjustments described in Section 9.6), less any costs or other amounts to be paid by Seller at Closing pursuant to the terms of this Agreement, all pursuant to the final Settlement Statement, and (ii) pay all appropriate payees the other costs and amounts to be paid by Buyer at Closing pursuant to the terms of this Agreement and (b) Seller will direct the Escrow Agent to pay to the appropriate payees out of the proceeds of Closing payable to Seller, all costs and amounts to be paid by Seller at Closing pursuant to the terms of this Agreement and the Settlement Statement, and to file the Articles of Transfer and record the Deed. It shall constitute a condition precedent to Seller’s obligations to consummate the Closing hereunder that all of the representations, warranties, covenants, and agreements of Buyer contained herein shall be true and correct and/or shall have been performed, as followsthe case may be, in all material respects. It shall constitute a condition precedent to Buyer’s obligations to consummate the Closing hereunder that all of the material representations, warranties, covenants, and agreements of Seller contained herein shall be true and correct and/or shall have been performed, as the case may be, in all material respects. Additionally, it shall be a condition precedent for each of Buyer’s and Seller’s obligation to consummate the Closing that the Companion Contracts close simultaneously with this Agreement. Buyer’s obligation to consummate the Closing hereunder shall also be subject to the following conditions precedent, any of which may be waived by Buyer in its sole, absolute and unreviewable discretion: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” (the “First Closing Date”), Purchaser shall acquire the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement There has been terminated; provided, however, that in the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect no material adverse change to the portion condition of the Property that has received since the Limited Partner Approvals, with an appropriate adjustment to expiration of the Purchase Price in accordance with Schedule “C” heretoDue Diligence Period. (b) On The Title Company shall be in a position, subject only to the later to occur of (i) seven (7) days following the First Closing Date, should the First Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides payment by Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing costs and fees related thereto and satisfaction of the other conditions set forth in accordance with the provisions Title Commitment, to issue at Closing a Title Policy satisfying the requirements set forth in Section 4.2 of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any Each of the Property that has been permissibly removed from closing Leases of the Major Tenants (as hereinafter defined) is in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” heretofull force and effect. (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180) days following the Third Closing Date or final Closing.

Closing. Assuming that all conditions The closing of the issuance of the Shares contemplated hereby (the “Subscription Closing”) is expected to occur on or about 5 of December 2022 (the “Closing have been satisfied and this Agreement has not otherwise been terminatedDate”). The Company shall provide wire instructions for delivery of the Subscription Price by the undersigned to the Company. The undersigned shall instruct its custodian bank to deliver to the Company, until the Closing Date, the consummation Subscription Price by wire transfer of United States dollars in immediately available funds to the account specified by the Company in such wire instructions. On the Closing Date, upon satisfaction (or, if applicable, waiver) of the transaction contemplated hereby shall be held at the offices of the Title Company, located at the address conditions set forth in Section 9.1 hereof3 hereof and prior to the release of the Subscription Price by the undersigned, and the Company shall occur in three (3) separate Closings, as follows: (a) On deliver to the later to occur of undersigned (i) September 3the Shares in book-entry form, 2014free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws as set forth herein), in the name of the undersigned (or its nominee in accordance with its delivery instructions) or to a custodian designated by the undersigned, as applicable, and (ii) if requested, a copy of the tenth (10th) business day following records of the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” Company’s transfer agent (the “First Transfer Agent”) showing the undersigned (or such nominee or custodian) as the owner of the Shares on and as of the Closing Date”); provided that, Purchaser shall acquire (x) if such book entry is made prior to the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all Company’s receipt of the Limited Partner Approvals for Subscription Price from the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement undersigned and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase (y) such Subscription Price in accordance with Schedule “C” hereto. (b) On the later to occur of (i) seven (7) days following the First Closing Date, should the First Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Company on the Closing Date, then Seller shall have without limiting any rights of any party under this Subscription Agreement, the right Company may, without any action of the undersigned, cause such book entries to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Datebe automatically cancelled, but in void and of no event later than one hundred eighty (180) days following the Third Closing Date or final Closingfurther force and effect.

Closing. Assuming that all conditions to Closing have been satisfied and this Agreement has not otherwise been terminated, the (a) The consummation of the transaction Subscription contemplated hereby shall be held at the offices of the Title Company, located at the address set forth in Section 9.1 hereof, and shall occur in three (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” (the “First Closing”) shall occur on the closing date of the Transactions (the “Closing Date”), Purchaser shall acquire immediately prior to or substantially concurrently with the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all consummation of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” heretoTransactions. (b) On At least five (5) Business Days before the later anticipated Closing Date, the Company shall deliver written notice to occur of Subscriber (the “Closing Notice”) specifying (i) seven (7) days following the First Closing Date, should the First anticipated Closing Date occur, or and (ii) the tenth wire instructions for delivery of the Purchase Price to the Company. No later than two (10th2) business day following Business Days prior to the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser Subscriber shall acquire deliver the “Second Closing Properties”, as designated Purchase Price for the Subscribed Shares by Seller wire transfer of United States dollars in Seller’s such immediately available funds to the account specified by the Company in the Closing Notice, excluding any such funds to be held by the Company in escrow until the Closing, and deliver to the Company such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Shares to Subscriber, including, without limitation, the legal name of the Property that has been permissibly removed from closing person in whose name the Subscribed Shares are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) at the Closing, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee in accordance with the provisions of this Agreementits delivery instructions), with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or and (ii) as promptly as practicable after the tenth Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. In the event that the consummation of the Transactions does not occur within three (10th3) business day following Business Days after the date that Seller provides Purchaser with a anticipated Closing Notice designating Date specified in the third group of Properties for which Closing Notice, unless otherwise agreed to in writing by the Required Approvals have been obtained (hereinCompany and the Subscriber, the “Third Closing Date”), Purchaser Company shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. promptly (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty two (1802) days Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated (A) to redeliver funds to the Company in escrow following the Third Company’s delivery to Subscriber of a new Closing Date Notice and (B) to consummate the Closing upon satisfaction of the conditions set forth in this Section 2. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or final Closingany other day on which commercial banks are required or authorized to close in the State of New York.

Closing. Assuming that all conditions to Closing have been satisfied and this Agreement has not otherwise been terminated, the consummation of the transaction contemplated hereby The closing hereunder (“Closing”) shall be held and delivery of all items to be made at the offices Closing under the terms of the Title Company, located this Agreement shall be made through escrow at the address set forth in Section 9.1 hereof, and shall occur in three (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following Escrow Agent’s office on the date that is thirty (30) days after the last day of the Due Diligence Period (if such day is a business day, or if not a business day, on the first day following such 30th day which is a business day), or such other date and time as Buyer and Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” may mutually agree upon in writing (the “First Closing Date”). Such date may not be extended without the prior written approval of both Seller and Buyer. On the Closing Date, Purchaser Buyer shall acquire deposit in escrow with the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to Escrow Agent the Purchase Price (subject to adjustments described in accordance with Schedule “C” hereto. (b) On the later to occur of (i) seven (7) days following the First Closing Date, should the First Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”Section 9.5), Purchaser shall acquire together with all other costs and amounts to be paid by Buyer at the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of pursuant to the Property that has been permissibly removed from closing in accordance with the provisions terms of this Agreement, with by Federal Reserve wire transfer of immediately available funds to an appropriate adjustment account to be designated by the Escrow Agent. On the Closing Date, Buyer will cause the Escrow Agent to (i) pay to Seller by Federal Reserve wire transfer of immediately available funds to an account designated by Seller, the Purchase Price (subject to adjustments described in accordance with Schedule “C” hereto. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”Section 9.5), Purchaser shall acquire the “Third Closing Properties”, as designated less any costs or other amounts to be paid by Seller in Seller’s such Notice, excluding any of at Closing pursuant to the Property that has been permissibly removed from closing in accordance with the provisions terms of this Agreement, with an and (ii) pay all appropriate adjustment payees the other costs and amounts to be paid by Buyer at Closing pursuant to the Purchase Price in accordance with Schedule “C” heretoterms of this Agreement and Seller will direct the Escrow Agent to pay to the appropriate payees out of the proceeds of Closing payable to Seller, all costs and amounts to be paid by Seller at Closing pursuant to the terms of this Agreement. (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180) days following the Third Closing Date or final Closing.

Closing. Assuming that all conditions to The closing of the sale of the Shares contemplated hereby (the “Closing”) shall occur on the closing date of the Transaction (the “Closing have been satisfied Date”) and this Agreement has not otherwise been terminated, be conditioned upon the prior or substantially concurrent consummation of the transaction contemplated hereby shall be held at the offices Transaction and satisfaction of the Title Company, located at the address other conditions set forth in Section 9.1 3 hereof, and shall occur in three . Upon delivery of written notice from (3or on behalf of) separate Closings, as follows: (a) On the later NextGen to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” (the “First Closing Date”), Purchaser shall acquire the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding that NextGen reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on an expected closing date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to NextGen, one (1) business day prior to the expected closing date specified in the Closing Notice (or such other date agreed to in writing by NextGen), the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by NextGen in the Closing Notice. On the Closing Date, NextGen shall issue the Shares to the Investor and subsequently cause the Shares to be registered in book-entry form in the name of the Investor on NextGen’s share register. For purposes of this Subscription Agreement, “business day” shall mean a day, other than a Saturday, Sunday or other day on which commercial banks in New York, New York or governmental authorities in the Cayman Islands (for so long as NextGen remains domiciled in Cayman Islands) are authorized or required by law to close. Prior to or at the Closing Date, Investor shall deliver to NextGen a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. In the event the Closing Date does not occur within two (2) business days after the expected closing date specified in the Closing Notice, NextGen shall promptly (but not later than two (2) business days after the expected closing date specified in the Closing Notice) return the Subscription Amount to the Investor by wire transfer of U.S. dollars in immediately available funds to the account specified by the Investor, and any property with respect to which book-entries for the Shares shall be deemed cancelled; provided that, unless this Subscription Agreement has been terminated; providedterminated pursuant to Section 8 hereof, howeversuch return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing. For the avoidance of doubt, that in if any termination hereof occurs after the event that Seller fails to obtain all delivery by the Investor of the Limited Partner Approvals Subscription Amount for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement Shares and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect prior to the portion of the Property that has received the Limited Partner ApprovalsClosing, with an appropriate adjustment to NextGen shall promptly (but not later than three (3) business days thereafter) return the Purchase Price in accordance with Schedule “C” heretoto Investor without any deduction for or on account of any tax, withholding, charges or set-off. (b) On the later to occur of (i) seven (7) days following the First Closing Date, should the First Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180) days following the Third Closing Date or final Closing.

Closing. Assuming that all conditions to Closing have been satisfied (a) The closing of the transactions contemplated by this Subscription Agreement (the “Closing”) is contingent upon, and this Agreement has not otherwise been terminatedshall occur immediately following, the consummation of the transaction contemplated hereby shall be held at Merger. Not less than twelve (12) business days prior to the offices expected closing date of the Title CompanyMerger, located at the address set forth in Section 9.1 hereof, and Issuer shall occur in three (3) separate Closings, as follows: (a) On the later provide written notice to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” Subscriber (the “First Closing Notice”) of such expected closing date and the Issuer’s good faith estimate of the number of Acquired Securities to be purchased by Subscriber at the Closing. Not less than two (2) business days prior to the closing date of the Merger (such date, which shall be no earlier than the date specified in the Closing Notice, the “Closing Date”), Purchaser the Issuer shall acquire provide written notice to Subscriber of the Closing Date and the number of Acquired Securities to be purchased by Subscriber at the Closing (which number shall be no greater than the number specified in the Closing Notice). On the Closing Date, the Issuer shall deliver to Subscriber (i) the Acquired Common Shares in book entry form, the Acquired Preference Shares in book entry form and the Warrant representing the Acquired Warrants, in each case free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws, the Certificate of Designation, the Warrant and the Shareholders Agreement), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or a custodian designated by Subscriber, as applicable, and (ii) a copy of the irrevocable instruction letter delivered by the Issuer to the Issuer’s transfer agent (the “First Closing PropertiesTransfer Agent”, ) directing the Transfer Agent to record Subscriber as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all owner of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement Acquired Common Shares on and receive a return as of the ▇▇▇▇▇▇▇ Money or proceed to Closing Date. Upon confirmation of delivery of such irrevocable instruction letter with respect to the portion of the Property that has received the Limited Partner ApprovalsAcquired Common Shares, book entry notation with an appropriate adjustment respect to the Acquired Preference Shares and Warrant with respect to the Acquired Warrant Shares, Subscriber shall deliver to the Issuer the Aggregate Purchase Price for the Acquired Securities by wire transfer of U.S. dollars in accordance with Schedule “C” heretoimmediately available funds to the account specified by the Issuer in the Closing Notice. (b) On The Closing shall be subject to the later to occur of conditions that, on the Closing Date: (i) seven the Issuer shall have obtained approval of The Nasdaq Stock Market (7“Nasdaq”) days following to list the First Closing DateAcquired Common Shares and the Underlying Common Shares, should the First Closing Date occur, or subject to official notice of issuance; (ii) the tenth Issuer shall have executed and delivered the Certificate of Designation and the Warrant; (10thiii) business day following the Issuer and each of the other parties thereto (other than Subscriber) shall have executed and delivered the Shareholders Agreement; (iv) all representations and warranties of the Issuer and Subscriber contained in this Subscription Agreement shall be true and correct in all material respects (or, to the extent qualified by materiality or a similar qualifier, in all respects) as of the Closing Date (or, if expressly relating to an earlier date, then as of such date), and consummation of the Closing shall constitute a reaffirmation by each of the Issuer and Subscriber of each of the representations, warranties and agreements of each such party contained in this Subscription Agreement as of the Closing Date; (v) the Issuer shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing; (vi) no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened a proceeding seeking to impose any such prevention or prohibition; (vii) the Merger Agreement shall not have been amended after the date hereof to adversely affect Subscriber (it being agreed that Seller provides Purchaser with a Closing Notice designating any amendment not relating to the second group of Properties for which “Exchange Ratio” therein does not adversely affect subscriber); (viii) the Required Approvals Merger shall have occurred; and (ix) the Issuer’s Series A preference shares shall have been obtained (herein, redeemed in full by the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” heretoIssuer. (c) On At or prior to the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (hereinClosing, the “Third Closing Date”), Purchaser parties hereto shall acquire execute and deliver such additional documents and take such additional actions as the “Third Closing Properties”, as designated parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Subscription Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding anything in this Subscription Agreement to the forgoingcontrary, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller Issuer shall have no obligation to issue any of the right Acquired Securities to extend any person who is a resident of a jurisdiction in which the Closing Date for issuance of Acquired Securities or Underlying Common Shares to such person would constitute a violation of the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Datesecurities, but in no event later than one hundred eighty (180) days following the Third Closing Date “blue sky” or final Closingother similar laws of such jurisdiction.

Closing. Assuming that all conditions to The closing of the issuance of the Shares contemplated hereby (the “Subscription Closing”) is contingent upon the substantially concurrent consummation of the Transaction (the “Transaction Closing”). The Subscription Closing have been satisfied shall occur on the date of, and this Agreement has not otherwise been terminatedsubstantially concurrent with, the consummation of the transaction contemplated hereby shall be held at the offices of the Title Company, located at the address set forth in Section 9.1 hereof, and shall occur in three (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Transaction Closing Properties” (the “First Transaction Closing Date”). Not less than five (5) business days prior to the scheduled Transaction Closing Date, Purchaser the Company shall acquire the “First Closing Properties”, as designated by Seller in a provide written notice delivered to Purchaser the undersigned (a the “Closing Notice”) (i) of such scheduled Transaction Closing Date, (ii) that the Company reasonably expects all conditions to the Transaction Closing to be satisfied or waived, and (iii) wire instructions for delivery of the Subscription Price by the undersigned to the Escrow Agent (as defined below) or the Company, as applicable. The undersigned shall deliver to Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”), excluding any property with respect at least one (1) business day prior to the Transaction Closing Date specified in the Closing Notice, the Subscription Price, which this Agreement has been terminatedshall be held in a segregated escrow account for the benefit of the Subscribers (the “Escrow Account”) until the Subscription Closing pursuant to the terms of a customary escrow agreement, which shall be on terms and conditions reasonably satisfactory to the undersigned (the “Escrow Agreement”) to be entered into by the undersigned, the Company and the Escrow Agent, by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice; provided, however, that in the event that Seller fails the undersigned is not legally permitted to obtain all of deliver the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Subscription Price in accordance with Schedule “C” hereto. this sentence or is otherwise expected by its primary regulator to deliver payment against delivery of the Shares, the undersigned shall instruct its custodian bank to deliver to the Company, by 10:00 a.m. (bNew York time) on the Transaction Closing Date, the Subscription Price by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice. On the later Transaction Closing Date, upon satisfaction (or, if applicable, waiver) of the conditions set forth in Section 3 hereof and prior to occur the release of the Subscription Price by the undersigned, the Company shall deliver to the undersigned (i) seven the Shares in book-entry form, free and clear of any liens or other restrictions whatsoever (7other than those arising under state or federal securities laws as set forth herein), in the name of the undersigned (or its nominee in accordance with its delivery instructions) days following or to a custodian designated by the First Closing Dateundersigned, should the First Closing Date occuras applicable, or and (ii) a copy of the tenth records of the Company’s transfer agent (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Transfer Agent”) showing the undersigned (or such nominee or custodian) as the owner of the Shares on and as of the Transaction Closing Date”); provided that, Purchaser shall acquire (x) if such book entry is made prior to the “Second Closing Properties”, as designated by Seller in SellerCompany’s such Closing Notice, excluding any receipt of the Property that has been permissibly removed Subscription Price from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase undersigned and (y) such Subscription Price in accordance with Schedule “C” hereto. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Company on the Transaction Closing Date, then Seller shall have without limiting any rights of any party under this Subscription Agreement, the right Company may, without any action of the undersigned, cause such book entries to extend be automatically cancelled, void and of no further force and effect. If the Transaction Closing does not occur within two (2) business days of the transaction closing date specified in the Closing Date for Notice, the ▇▇▇▇ Interest Parcels to a separate final Closing following Escrow Agent (or the Third Closing DateCompany, as applicable) shall promptly (but in no event not later than one hundred eighty (1801) days business day thereafter) return the Subscription Price to the undersigned by wire transfer of U.S. dollars in immediately available funds to the account specified by the undersigned. Furthermore, if the Transaction Closing does not occur on the same day as the Subscription Closing, the Escrow Agent (or the Company, if the Subscription Price has been released by the Escrow Agent or if the Subscription Price was paid directly to the Company) shall promptly (but not later than one (1) business day thereafter) return the Subscription Price to the undersigned by wire transfer of U.S. dollars in immediately available funds to the account specified by the undersigned, and any book-entries shall be deemed cancelled. Notwithstanding anything to the contrary in Section 9 hereof, if this Subscription Agreement terminates following the Third delivery by the undersigned of the Subscription Price for the Shares, the Escrow Agent (or the Company, if the Subscription Price was paid directly to the Company) shall promptly (but not later than one (1) business day thereafter) return the Subscription Price to the undersigned by wire transfer of U.S. dollars in immediately available funds to the account specified by the undersigned, without any deduction for or on account of any tax, withholding, charges, or set-off, whether or not the Transaction Closing Date shall have occurred. Notwithstanding anything to the contrary in Section 9 hereof, if this Subscription Agreement terminates following the Transaction Closing, the undersigned shall promptly upon the return to the undersigned by wire transfer of U.S. dollars in immediately available funds to the account specified by the undersigned, without any deduction for or final Closingon account of any tax, withholding, charges, or set-off of the Subscription Price by the Escrow Agent or the Company, as applicable, transfer and deliver (and execute and deliver or cause to be executed and delivered such additional documents and instruments and take such further action as may be reasonably necessary to effectuate such transfer and delivery of) the Shares to the Company.

Closing. Assuming that all conditions to Closing have been satisfied and this Agreement has not otherwise been terminated, a. The closing of the Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the transaction contemplated hereby shall be held at the offices of the Title Company, located at the address set forth in Section 9.1 hereof, Transaction and shall occur immediately prior to the merger of Pace into a subsidiary of the Issuer in three connection therewith. Not less than five (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th5) business day following days prior to the scheduled closing date that Seller provides Purchaser with of the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” Transaction (the “First Closing Date”), Purchaser Pace shall acquire the “First Closing Properties”, as designated by Seller in a provide written notice delivered to Purchaser Subscriber (a the “Closing Notice”), excluding any property with respect ) of such Closing Date. Subscriber shall deliver to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect Pace at least one (1) business day prior to the portion of Closing Date, to be held in escrow until the Property that has received the Limited Partner ApprovalsClosing, with an appropriate adjustment to the Purchase Price for the Acquired Shares by wire transfer of U.S. dollars in accordance with Schedule “C” heretoimmediately available funds to the account specified by Pace in the Closing Notice. On the Closing Date, Pace shall deliver to Subscriber the Acquired Shares in book entry form and a copy of the register of members of Pace showing Subscriber as the owner of the Acquired Shares, and the Purchase Price shall be released from escrow automatically and without further action by Pace or Subscriber. In the event the Closing does not occur on the Closing Date, Pace shall promptly (but not later than one (1) business day thereafter) return the Purchase Price to Subscriber. (b) On b. The Closing shall be subject to the later to occur of conditions that, on the Closing Date: (i) seven no suspension of the qualification of the Acquired Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred; (7ii) days following all representations and warranties of Pace, the First Issuer and Subscriber contained in this Subscription Agreement shall be true and correct in all material respects as of the Closing Date, should and consummation of the First Closing Date occurshall constitute a reaffirmation by each of Pace, the Issuer and Subscriber of each of the representations, warranties and agreements of each such party contained in this Subscription Agreement as of the Closing Date; (iii) no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, rule or regulation (iiwhether temporary, preliminary or permanent) which is then in effect and has the tenth effect of making consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of the transactions contemplated hereby; and (10thiv) business day following all conditions precedent to the date that Seller provides Purchaser with a Closing Notice designating closing of the second group Transaction, including the approval of Properties for which the Required Approvals Pace’s shareholders, shall have been obtained satisfied or waived (hereinother than those conditions that may only be satisfied at the closing of the Transaction, but subject to satisfaction of such conditions as of the closing of the Transaction). c. At the Closing, the “Second Closing Date”), Purchaser parties hereto shall acquire execute and deliver such additional documents and take such additional actions as the “Second Closing Properties”, parties reasonably may deem to be practical and necessary in order to consummate the Subscription as designated contemplated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Subscription Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180) days following the Third Closing Date or final Closing.

Closing. Assuming that all conditions to Closing have been satisfied and this Agreement has not otherwise been terminated, a. The closing of the Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the transaction contemplated hereby shall be held at the offices of the Title Company, located at the address set forth in Section 9.1 hereof, Transactions and shall occur in three immediately prior thereto. Not less than five (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th5) business day following days prior to the scheduled closing date that Seller provides Purchaser with of the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” Transactions (the “First Closing Date”), Purchaser the Issuer shall acquire the “First Closing Properties”, as designated by Seller in a provide written notice delivered to Purchaser Subscriber (a the “Closing Notice”), excluding any property with respect ) of such Closing Date. Subscriber shall deliver to which this Agreement has been terminated; provided, however, that the Issuer no later than one (1) business day before the Closing Date (as specified in the event that Seller fails Closing Notice or such other date as otherwise agreed to obtain all of by the Limited Partner Approvals for Issuer and the Property by November 30Subscriber, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to “Purchase Price Payment Date”) the Purchase Price for the Acquired Shares by wire transfer of U.S. dollars in accordance with Schedule “C” hereto. (b) On the later to occur of immediately available funds (i) seven (7) days following to the First Closing Date, should account specified by the First Closing Date occur, or (ii) Issuer in the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing to be held in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. a third-party escrow account (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing DateEscrow Account”), Purchaser shall acquire the “Third Closing Properties”, as ) designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment Issuer prior to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels benefit of the Subscriber until the Closing Date or (ii) to a separate final Closing following an account specified by the Third Issuer otherwise mutually agreed by the Subscriber and the Issuer (“Alternative Settlement Procedures”). On the Closing Date, the Issuer shall deliver to Subscriber (1) the Acquired Shares in book entry form (or, if requested by the Subscriber in writing at a reasonable time in advance of the Closing, certificated), free and clear of any liens or other restrictions whatsoever (other than those set forth in this Subscription Agreement or arising under state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable, and (2) a copy of the records of the Issuer’s transfer agent (the “Transfer Agent”) showing Subscriber as the owner of the Acquired Shares on and as of the Closing Date (the “Subscriber’s Deliveries”). Unless otherwise provided pursuant to Alternative Settlement Procedures, upon the transfer of the Subscriber’s Deliveries by the Issuer to the Subscriber, (or its nominee in accordance with its delivery instructions) the Issuer shall, or shall cause the escrow agent for the Escrow Account to, release the Purchase Price from the Escrow Account to the Issuer. In the event the closing of the Transactions does not occur within five (5) business days of the Closing Date specified in the Closing Notice, unless otherwise instructed by the Issuer and the Subscriber, the Issuer shall, or shall cause the escrow agent for the Escrow Account to, promptly (but in no event not later than one hundred eighty (1801) days following business day thereafter) return the Third Purchase Price to Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by Subscriber, and any book entries or share certificates shall be deemed cancelled. b. The Closing shall be subject to the conditions that, on the Closing Date: (i) solely with respect to Subscriber, the representations and warranties made by the Issuer (other than the representations and warranties set forth in Section 3(b), Section 3(c) and Section 3(h)) in this Subscription Agreement shall be true and correct in all material respects as of the Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects as of such date, and other than those representations and warranties that are qualified as to materiality or final Material Adverse Effect (as defined below), which shall be true and correct in all respects as of the Closing Date), and the representations and warranties made by the Issuer set forth in Section 3(b), Section 3(c) and Section 3(h) shall be true and correct in all respects as of the Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all respects as of such date), in each case without giving effect to the consummation of the Transactions; (ii) solely with respect to the Issuer, the representations and warranties made by the Subscriber in this Subscription Agreement shall be true and correct in all material respects as of the Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects as of such date, and other than those representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined below), which shall be true and correct in all respects as of the Closing Date), in each case without giving effect to the consummation of the Transactions; (iii) solely with respect to Subscriber, the Issuer shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing, except where the failure of such performance or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of the Issuer to consummate the Closing; (iv) solely with respect to the Issuer, Subscriber shall have delivered the Purchase Price in compliance with the terms of this Subscription Agreement; (v) no governmental authority having jurisdiction shall have enacted, issued, promulgated, enforced or entered any material judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated by this Subscription Agreement; (vi) no suspension of the qualification of the Acquired Shares for offering or sale or trading in any jurisdiction, no suspension or removal from listing of the Acquired Shares on the Nasdaq Capital Market (“Nasdaq”) and no initiation or threatening of any proceedings for any of such purposes or delisting, shall have occurred; and (vii) all conditions precedent to the closing of the Transactions set forth in the Business Combination Agreement, shall have been satisfied or waived by the party entitled to the benefit thereof under the Business Combination Agreement (other than those conditions that may only be satisfied at the closing of the Transactions, but subject to satisfaction or waiver by such party of such conditions as of the closing of the Transactions). c. At or prior to the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem necessary in order to consummate the Subscription as contemplated by this Subscription Agreement.

Closing. Assuming that all conditions (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transaction (the “Closing Date”), immediately prior to Closing have been satisfied and this Agreement has not otherwise been terminatedor substantially concurrently with, the consummation of the transaction contemplated hereby shall be held at the offices of the Title Company, located at the address set forth in Section 9.1 hereof, and shall occur in Transaction. (b) At least three (3) separate ClosingsBusiness Days before the anticipated Closing Date, as follows: the Company shall deliver written notice to Subscriber (athe “Closing Notice”) On the later to occur of specifying (i) September 3the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than two (2) Business Days prior to the anticipated Closing Date as set forth in the Closing Notice, 2014Subscriber shall deliver the Purchase Price for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, such funds to be held by the Company in a segregated account until the Closing, and deliver to the Company such information as is required in the Closing Notice in order for the Company to issue the Subscribed Shares to Subscriber, including, without limitation, the legal name of the person in whose name the Subscribed Shares are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) at the Closing, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. In the event that (i) the Company does not accept the subscription or (ii) the tenth consummation of the Transaction does not occur within ten (10th10) business day following Business Days after the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First anticipated Closing Properties” (the “First Closing Date”), Purchaser shall acquire the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that Date specified in the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (b) On the later to occur of (i) seven (7) days following the First Closing Date, should the First Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of unless otherwise agreed to in writing by the Property that has been permissibly removed from closing in accordance with Company and the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (hereinSubscriber, the “Third Closing Date”), Purchaser Company shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. promptly (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty twelve (18012) days Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated (A) to redeliver funds to the Company following the Third Company’s delivery to Subscriber of a new Closing Date Notice and (B) to consummate the Closing upon satisfaction of the conditions set forth in this Section 2. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or final Closingany other day on which the Federal Reserve Bank of New York is closed. Any funds held in such segregated account by the Company will be uninvested, and the Subscriber shall not be entitled to any interest earned thereon.

Closing. Assuming that all conditions (a) The consummation of the Subscription (the “Closing”) shall be contingent upon, and occur on the Closing Date immediately prior to Closing have been satisfied and this Agreement has not otherwise been terminated, or concurrently with the consummation of the transaction contemplated hereby shall be held at the offices of the Title Company, located at the address set forth in Section 9.1 hereof, and shall occur in three (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” (the “First Closing Date”), Purchaser shall acquire the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” heretoTransaction. (b) On At least five Business Days before the later anticipated Closing Date, the Company shall deliver written notice to occur of Subscriber (the “Closing Notice”) specifying (i) seven (7) days following the First Closing Date, should the First anticipated Closing Date occur, or and (ii) the tenth (10th) business day following wire instructions for delivery of the date that Seller provides Purchaser with a Closing Notice designating Subscription Amount to the second group of Properties for which Company. No later than three Business Days after receiving the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding Subscriber shall deliver to the Company such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Shares and Private Placement Warrants to Subscriber. Subscriber shall two (2) business days prior to the expected Closing Date specified in the Closing Notice, deliver to the Company, the Subscription Amount in cash via wire transfer to the account specified in the Closing Notice. At the Closing, the Company shall issue the Subscribed Shares and Private Placement Warrants to the Subscriber and cause the Subscribed Shares and Private Placement Warrants to be registered in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or state or federal securities laws), in the name of the Property that has been permissibly removed from closing Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable. In the provisions event that the consummation of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (c) On Transaction does not occur within three Business Days after the later to occur of (i) seven (7) days following the Second Closing Date, should the Second anticipated Closing Date occur, or (ii) specified in the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (hereinNotice, the “Third Closing Date”), Purchaser Company shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. promptly (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180) days following three Business Days after the Third anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber; provided that, unless this Subscription Agreement has been validly terminated pursuant to Section 6 hereof, neither the failure of the Closing to occur on the Closing Date specified in the Closing Notice nor such return of funds shall (x) terminate this Subscription Agreement, (y) be deemed to be a failure of any of the conditions to Closing set forth in this Section 2, or final (z) otherwise relieve any party of any of its obligations hereunder, including Subscriber’s obligation to redeliver the Subscription Amount and purchase the Subscribed Shares and Private Placement Warrants at the Closing in the event the Company delivers a subsequent Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of New York is closed. Prior to or at the Closing, Subscriber shall deliver to the Company a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8.

Closing. Assuming that all conditions to Closing have been satisfied and this Agreement has not otherwise been terminated, the consummation of the transaction contemplated hereby shall be held at the offices of the Title Companyon or before , located at the address set forth in Section 9.1 hereof, and shall occur in three (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” 2017 (the “First Closing Date”). Escrow Holder (as defined in Section 18) is hereby authorized and instructed to conduct the escrow in accordance with this Contract, Purchaser its Escrow Instructions which shall acquire follow the terms set forth herein, applicable law and custom and practice of the community in which the Escrow Holder is located, including any reporting or requirements of the Internal Revenue Code. If and to the extent there is any conflict between the escrow instructions and this Contract, the terms of this Contract will control. On the Closing Date, Seller shall deliver to Buyer a Deed to the Property, which deed shall be without warranties; express, implied or statutory, except as set out elsewhere herein. Buyer may take possession of the Property one (1) day after Closing. IF THE BUYER FAILS TO TIMELY CLOSE THE SALE BY THE CLOSING DATE AS AGREED, THE BUYER’S INITIAL DEPOSIT SHALL BE RETAINED BY THE SELLER AS LIQUIDATED DAMAGES TO COMPENSATE SELLERS DAMAGES INCURRED BY THE BUYER’S FAILURE TO PERFORM. At the Closing, the Seller shall convey title to the Property free and clear of all liens and encumbrances. The sale is without contingencies, and the Property is being conveyed “First Closing Properties”as is” “where is” and with no representations and warranties of any kind or nature, express, implied or statutory and shall remain subject to all Permitted Title Exceptions as designated by described in Paragraph 11 below. The Seller in a written notice delivered agrees to Purchaser (a “Closing Notice”), excluding any property with respect execute all other documents and disclosure statements as may be required to which this Agreement has been terminated; provided, however, that in sell or convey the Property to Buyer. In the event that Seller fails cancels this Contract because of Buyer’s breach, Seller shall give written notice to obtain all Buyer at Buyer’s address hereinabove. No further consent or other actions of the Limited Partner Approvals Buyer will be necessary for the Property by November 30, 2014, then Purchaser shall Initial Deposit to be entitled forfeited to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (b) On the later to occur of (i) seven (7) days following the First Closing Date, should the First Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, in the event of a breach of this Agreement by Buyer and Escrow Holder is hereby instructed to release the ▇▇▇▇ Approval is not received Initial Deposit to Seller upon the termination of this Agreement because of a breach of this Agreement by the Third Closing Date, then Seller shall have the right to extend Buyer. The date set for the Closing Date may be extended for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in period of no event later more than one hundred eighty (18030) days following the Third Closing Date or final Closingwith Seller’s approval.

Closing. Assuming (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transactions (the “Closing Date”) for those Subscribed Shares that all conditions to the Forward Purchase Agreement provides will be purchased at such time, with such Closing have been satisfied and this Agreement has occurring substantially concurrently with (but not otherwise been terminated, before) the consummation of the transaction contemplated hereby shall be held at Transactions and subject to the offices terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Title Company, located at the address set forth in Section 9.1 hereof, and Forward Purchase Agreement shall occur in three (3) separate Closings, as follows: (a) On subsequently to the later to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day Closing Date following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition delivery of a Pricing Date Notice, if applicable, for the below defined “First Closing Properties” (the “First Closing Date”), Purchaser shall acquire the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (b) On At least five Business Days before the later anticipated Closing Date, the Company shall deliver written notice to occur of Subscriber (the “Closing Notice”) specifying (i) seven (7) days following the First Closing Date, should the First anticipated Closing Date occur, or and (ii) the tenth (10th) business day following wire instructions for delivery of the date that Seller provides Purchaser with a Purchase Price to the Company. No later than one Business Day prior to the Closing Notice designating Date as set forth in the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Property that has been permissibly removed Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from closing and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with the provisions of this Agreement, with an appropriate adjustment to its delivery instructions) (and the Purchase Price in accordance with Schedule “C” heretoshall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) On In the later to event that the consummation of the Transactions does not occur of (i) seven (7) days following within two Business Days after the Second Closing Date, should the Second anticipated Closing Date occurspecified in the Closing Notice, or (ii) unless otherwise agreed to in writing by the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (hereinCompany and Subscriber, the “Third Closing Date”)Company, Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. promptly (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180) days following three Business Days after the Third anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or final Closing.cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein,

Closing. Assuming that all conditions (a) The purchase, sale and issuance of the Shares and the Common Warrants pursuant to Closing have been satisfied and this Agreement has not otherwise been terminatedshall take place at two closings, each of which is referred to in this Agreement as a closing (each, a “Closing”). The initial Closing (the consummation of the transaction contemplated hereby “Initial Closing”) shall be held at two (2) Trading Days after the offices date hereof, subject to the satisfaction or waiver of the Title Company, located at the address all applicable conditions set forth in Section 9.1 hereof, and shall occur in three (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” 2.3 (the “First Initial Closing Date”). At the Initial Closing, subject to the satisfaction of the conditions and limitations otherwise set forth herein, the Company shall issue and deliver, and the Purchaser shall acquire purchase, the full amount of the Shares and the Common Warrants set forth on Schedule 1 hereto; provided that the Purchaser’s subscription at the Initial Closing shall be equal to the maximum amount allowable under the Listed Company Manual of the New York Stock Exchange (including Section 312.03 any other relevant limiting provision thereof) (together, the “First LCM”) prior to obtaining Stockholder Approval, taking into account the concurrent closings occurring pursuant to the Concurrent Placement Agreement; provided further that the amounts listed on Schedule 1 hereto under the heading “Initial Closing” shall be adjusted to the extent that the amounts listed on Schedule 1 under the heading “Initial Closing” exceed the maximum amount allowable under the LCM and, in such case, any excess amounts removed from Schedule 1 under the heading “Initial Closing” shall be added to Schedule 1 under the heading “Subsequent Closing”. The Purchaser shall purchase the full amount of the Shares and Common Warrants set forth on Schedule 1 hereto not otherwise purchased at the Initial Closing Properties”, as designated by Seller in promptly after the Company obtains Stockholder Approval at a written notice delivered to Purchaser subsequent Closing (a the “Closing NoticeSubsequent Closing”), excluding any property with respect to which this Agreement has been terminated; provided, however, that . The sale and issuance in the event that Seller fails to obtain all Subsequent Closing shall be held two (2) Trading Days after receipt of the Limited Partner Approvals for the Property by November 30Stockholder Approval, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect subject to the portion satisfaction or waiver of all applicable conditions set forth in Section 2.3 (the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” heretoSubsequent Closing Date”). (b) On each Closing Date, upon the later terms and subject to occur of the conditions set forth herein, including under Section 2.1(a), the Company agrees to sell, and the Purchaser agrees to purchase, at the Per Unit Purchase Price (i) seven the number of Shares set forth under the heading “Initial Closing” or “Subsequent Closing” on Schedule 1 hereto, as applicable, at the Per Unit Purchase Price and (7ii) days following Common Warrants exercisable for shares of Common Stock as calculated pursuant to Section 2.2(a) and as set forth on Schedule 1 hereto. The Company and the First Purchaser shall deliver the other items set forth in Section 2.2 deliverable at a Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, a Closing shall occur remotely or at such location as the parties shall mutually agree. Unless otherwise agreed by the Company and the Purchaser, on each Closing Date, should the First Closing Date occur, or (ii) Company shall issue the tenth (10th) business day following Shares registered in the date that Seller provides Purchaser with a Closing Notice designating Purchaser’s name and address and released by the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment Transfer Agent directly to the Purchase Price in accordance with Schedule “C” hereto. (caccount(s) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received identified by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180) days following the Third Closing Date or final ClosingPurchaser.

Closing. Assuming that all conditions to Closing have been satisfied and this Agreement has not otherwise been terminated, a. The closing of the Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the transaction contemplated hereby shall be held at the offices of the Title Company, located at the address set forth in Section 9.1 hereof, Transactions and shall occur in three immediately prior thereto. Not less than five (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th5) business day following days prior to the scheduled closing date that Seller provides Purchaser with of the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” Transactions (the “First Closing Date”), Purchaser the Issuer shall acquire the “First Closing Properties”, as designated by Seller in a provide written notice delivered to Purchaser Subscriber (a the “Closing Notice”), excluding any property with respect ) of such Closing Date. Subscriber shall deliver to which this Agreement has been terminated; provided, however, that the Issuer no later than one (1) business day before the Closing Date (as specified in the event that Seller fails Closing Notice or otherwise agreed to obtain all of by the Limited Partner Approvals for Issuer and the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to Subscriber) the Purchase Price for the Acquired Shares by wire transfer of U.S. dollars in accordance with Schedule “C” hereto. (b) On the later to occur of immediately available funds (i) seven (7) days following to the First Closing Date, should account specified by the First Closing Date occur, or (ii) Issuer in the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing to be held in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. a third-party escrow account (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing DateEscrow Account”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment ) prior to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following benefit of the Third Subscriber until the Closing Date, pursuant to the terms of a customary escrow agreement to be entered into by the Issuer and the escrow agent selected by the Issuer (the “Escrow Agent”) or (ii) to an account specified by the Issuer otherwise mutually agreed by the Subscriber and the Issuer (“Alternative Settlement Procedures”). On the Closing Date, the Issuer shall deliver to Subscriber (1) the Acquired Shares in book entry form, free and clear of any liens or other restrictions whatsoever (other than those set forth in this Subscription Agreement or arising under state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable, and (2) a copy of the records of the Issuer’s transfer agent (the “Transfer Agent”) showing Subscriber as the owner of the Acquired Shares on and as of the Closing Date (the “Subscriber’s Deliveries”). Unless otherwise provided pursuant to Alternative Settlement Procedures, upon the transfer of the Subscriber’s Deliveries by the Issuer to the Subscriber, (or its nominee in accordance with its delivery instructions) the Escrow Agent shall release the Purchase Price from the Escrow Account to the Issuer. In the event the closing of the Transactions does not occur within five (5) business days of the Closing Date specified in the Closing Notice, unless otherwise instructed by the Issuer and the Subscriber, the Escrow Agent or the Issuer, as applicable, shall promptly (but in no event not later than one hundred eighty (1801) days following business day thereafter) return the Third Purchase Price to Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. b. The Closing shall be subject to the conditions that, on the Closing Date: (i) solely with respect to Subscriber, the representations and warranties made by the Issuer (other than the representations and warranties set forth in Section 3(b), Section 3(c) and Section 3(h)) in this Subscription Agreement shall be true and correct in all material respects as of the Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects as of such date, and other than those representations and warranties that are qualified as to materiality or final Material Adverse Effect, which shall be true and correct in all respects as of the Closing Date), and the representations and warranties made by the Issuer set forth in Section 3(b), Section 3(c) and Section 3(h) shall be true and correct in all respects as of the Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all respects as of such date), in each case without giving effect to the consummation of the Transactions; (ii) solely with respect to the Issuer, the representations and warranties made by the Subscriber in this Subscription Agreement shall be true and correct in all material respects as of the Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects as of such date, and other than those representations and warranties that are qualified as to materiality or Material Adverse Effect, which shall be true and correct in all respects as of the Closing Date), in each case without giving effect to the consummation of the Transactions; (iii) solely with respect to Subscriber, the Issuer shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing; (iv) no governmental authority having jurisdiction shall have enacted, issued, promulgated, enforced or entered any material judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated by this Subscription Agreement; (v) no suspension of the qualification of the Acquired Shares for offering or sale or trading in any jurisdiction, no suspension or removal from listing of the Acquired Shares on Nasdaq and no initiation or threatening of any proceedings for any of such purposes or delisting, shall have occurred; (vi) solely with respect to Subscriber, no amendment or modification of the Merger Agreement shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Subscriber would reasonably be expected to receive under this Subscription Agreement; (vii) No Material Adverse Effect or Parent Material Adverse Effect (each as defined in the Merger Agreement) shall have occurred between the date of the Merger Agreement and the Closing Date and be continuing; and (viii) all conditions precedent to the closing of the Transactions set forth in the Merger Agreement, shall have been satisfied or waived by the party entitled to the benefit thereof under the Merger Agreement (other than those conditions that may only be satisfied at the closing of the Transactions, but subject to satisfaction or waiver by such party of such conditions as of the closing of the Transactions). c. At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem necessary in order to consummate the Subscription as contemplated by this Subscription Agreement.

Closing. Assuming that all conditions to The closing of the sale of the Shares contemplated hereby (the “Closing”) shall occur on a closing date (the “Closing have been satisfied Date”) specified in the Closing Notice (as defined below), and this Agreement has not otherwise been terminated, be conditioned upon the prior or substantially concurrent consummation of the transaction contemplated hereby shall be held at Transaction (the offices closing date of the Title CompanyTransaction, located at the address set forth in Section 9.1 hereof, and shall occur in three (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” (the “First Transaction Closing Date”), Purchaser shall acquire the “First Closing Properties”, as designated by Seller in a . Upon delivery of written notice delivered from (or on behalf of) ParentCo to Purchaser the Investor (a the “Closing Notice”)) that ParentCo reasonably expects all conditions to the closing of the Transaction to be satisfied or waived and all Closing Conditions of this Subscription Agreement to be satisfied on an expected Transaction Closing Date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, excluding the Investor shall deliver the Subscription Amount one (1) business days prior to the expected Closing Date by wire transfer of United States dollars in immediately available funds to the account(s) specified by ParentCo in the Closing Notice. On the Closing Date, ParentCo shall issue the Shares to the Investor and subsequently cause the Shares to be registered in book entry form in the name of the Investor on the ParentCo share register. For purposes of this Subscription Agreement, “business day” shall mean a day, other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close. Prior to or at the Closing, Investor shall deliver to ParentCo a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. In the event the Transaction Closing Date does not occur within two (2) business days after the Closing Date under this Subscription Agreement, ParentCo shall promptly (but not later than one (1) business day thereafter) return the Subscription Amount to the Investor by wire transfer of U.S. dollars in immediately available funds to the account specified by the Investor, and any property with respect to which book-entries for the Shares shall be deemed repurchased and cancelled; provided that, unless this Subscription Agreement has been terminated; providedterminated pursuant to Section 8 hereof, however, that in the event that Seller fails to obtain all such return of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser funds shall be entitled to not terminate this Subscription Agreement and receive a return or relieve the Investor of its obligation to purchase the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to Shares at the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (b) On the later to occur of (i) seven (7) days following the First Closing Date, should the First Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180) days following the Third Closing Date or final Closing.

Closing. Assuming that all conditions a. Subject to Closing have been satisfied and the terms of this Agreement has not otherwise been terminatedSubscription Agreement, the consummation of the transaction Subscription contemplated hereby (the “Closing”) shall be held at occur on the offices Closing Date immediately prior to or substantially concurrently with the consummation of the Title CompanyTransaction. b. At least five (5) Business Days before the anticipated Closing Date, located at the address set forth in Section 9.1 hereof, and Company shall occur in three deliver written notice to Subscriber (3the “Closing Notice”) separate Closings, as follows: (a) On the later to occur of specifying (i) September 3, 2014, or the anticipated Closing Date and (ii) the tenth wire instructions for delivery of the Purchase Price to the Company. No later than two (10th2) business day following Business Days after receiving the date that Seller provides Purchaser with Closing Notice, Subscriber shall deliver to the Investor Approval Company such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Shares to Subscriber. Subscriber shall deliver to the Company, no later than one (1) Business Day prior to the Closing Date as set forth in the Closing Notice, (a) the Purchase Price for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, such funds to be held by the Company in escrow until the Closing and (b) such information as is reasonably requested in the ▇▇▇▇ Acquisition NoticeClosing Notice in order for the Company to issue the Subscribed Shares to Subscriber at the Closing. Upon satisfaction (or, if applicable, for waiver) of the below defined “First Closing Properties” conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) at the “First Closing, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable, and (ii) written notice from the Company or its transfer agent evidencing the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date”), Purchaser shall acquire the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in . In the event that Seller fails to obtain all the consummation of the Limited Partner Approvals for Transaction does not occur within two (2) Business Days after the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (b) On the later to occur of (i) seven (7) days following the First Closing Date, should the First anticipated Closing Date occur, or (ii) specified in the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of unless otherwise agreed to in writing by the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (hereinCompany and Subscriber, the “Third Closing Date”), Purchaser Company shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. promptly (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (1801) days following Business Day thereafter) return the Third funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber and any book entries shall be deemed cancelled. Subscriber shall not be required to deliver to the Company on more than two (2) occasions, the Purchase Price pursuant to a Closing Notice. Notwithstanding such return or cancellation, a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or final Closingwaived on or prior to the Closing Date. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of New York is closed.

Closing. Assuming The closing of the sale of the Shares contemplated hereby (the “Subscription Closing”) is contingent upon the substantially concurrent consummation of the Transaction (the “Transaction Closing”). The Subscription Closing shall occur on the date of, and immediately prior to, the Transaction Closing (the “Transaction Closing Date”). Not less than ten business days prior to the scheduled Transaction Closing Date, the Company shall provide written notice to the undersigned (the “Closing Notice”) (i) of such scheduled Transaction Closing Date, and (ii) that the Company reasonably expects all conditions to the closing of the Transaction to be satisfied or waived. On the Transaction Closing have been satisfied and this Agreement has not otherwise been terminatedDate, the consummation Company shall deliver to the undersigned (i) the Shares in book-entry form, or, if required by the undersigned, certificated form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws as set forth herein), in the name of the transaction contemplated hereby shall be held at undersigned (or its nominee in accordance with its delivery instructions) or to a custodian designated by the offices undersigned, as applicable, and (ii) a copy of the Title records of the Company, located at ’s transfer agent showing the address set forth in Section 9.1 hereof, undersigned (or such nominee or custodian) as the owner of the Shares on and shall occur in three (3) separate Closings, as follows: of the Transaction Closing Date. Upon concurrent delivery of (a) On the later to occur duly executed Promissory Note in accordance with the terms of the Framework Agreement, and (i) September 3, 2014, or (iib) the tenth Shares to the undersigned (10th) or its nominee or custodian, if applicable), in each case, at the Subscription Closing, the Promissory Note shall go into effect automatically and without further action by the Company or the undersigned. If the Transaction Closing does not occur within two business days after the Transaction Closing Date specified in the Closing Notice, the Promissory Note shall terminate automatically and without further action by the Company or the undersigned. Furthermore, if the Transaction Closing does not occur on the same day following as the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition NoticeSubscription Closing, any book-entries and, if applicable, for the below defined “First Closing Properties” (the “First Closing Date”)certificated shares, Purchaser shall acquire the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. deemed cancelled (b) On the later to occur of (i) seven (7) days following the First Closing Date, should the First Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoingand, in the event case of certificated shares, the ▇▇▇▇ Approval is not received undersigned shall promptly return such certificates to the Company or, as directed by the Third Company, to the Company’s representative or agent). If this Subscription Agreement terminates following the delivery by the undersigned of the Promissory Note for the Shares, the Promissory Note shall terminate automatically and without further action by the Company or the undersigned, whether or not the Transaction Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180) days following the Third Closing Date or final Closingoccurred.

Closing. Assuming that all conditions (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transactions contemplated by the Transaction Agreement (the “Closing Date”), immediately prior to Closing have been satisfied and this Agreement has not otherwise been terminated, or substantially concurrently with the consummation of the transaction contemplated hereby Transactions to be completed on the Closing Date. (b) At least six (6) Business Days before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (the “Closing Notice”) which shall: (i) specify the anticipated Closing Date, (ii) provide the wire instructions for delivery of the Purchase Price to the Company and (iii) confirm the Wire Verification Information, if previously provided to Subscriber upon request by Subscriber. No later than 5:00 PM New York City time on two (2) Business Days prior to the Closing Date, Subscriber shall deliver the Purchase Price for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, such funds to be held at by the offices Company in escrow until the Closing, and deliver to the Company such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Shares to Subscriber, including, without limitation, the legal name of the Title Companyperson in whose name the Subscribed Shares are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. Upon satisfaction (or, located at if applicable, waiver) of the address conditions set forth in this Section 9.1 hereof2, and the Company shall occur in three (3) separate Closings, as follows: (a) On the later deliver to occur of Subscriber (i) September 3at the Closing, 2014the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. Notwithstanding the foregoing two sentences, if Subscriber informs the Company (1) that it is an investment company registered under the Investment Company Act of 1940, as amended, or (2) that it is advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, as amended, then, in lieu of the settlement procedures in the foregoing two sentences, the following shall apply: Subscriber shall deliver at 8:00 a.m. New York City time on the Closing Date the Purchase Price for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice. In the event that (i) the Company does not accept the subscription or (ii) the tenth consummation of the Transactions does not occur within three (10th3) business day following Business Days after the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First anticipated Closing Properties” (the “First Closing Date”), Purchaser shall acquire the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that Date specified in the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion of the Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (b) On the later to occur of (i) seven (7) days following the First Closing Date, should the First Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of unless otherwise agreed to in writing by the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (c) On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (hereinCompany and Subscriber, the “Third Closing Date”), Purchaser Company shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. promptly (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty two (1802) days following Business Days after the Third anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or final Closing.cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be

Closing. Assuming that all conditions to Closing have been satisfied and this Agreement has not otherwise been terminated, (a) The closing of the Subscription contemplated hereby (the “Subscription Closing”) is contingent upon the substantially concurrent consummation of the transaction contemplated hereby shall be held at the offices of the Title Company, located at the address set forth in Section 9.1 hereof, Acquisition and shall occur in substantially concurrently therewith. Not less than three (3) separate Closings, as follows: (a) On business days prior to the later to occur scheduled closing date of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” (the “First Closing Date”), Purchaser Sable shall acquire the “First Closing Properties”, as designated by Seller in a provide written notice delivered to Purchaser Subscriber (a the “Closing Notice”) of (i) such Closing Date and (ii) the wire instructions for delivery of the Purchase Price. On the Closing Date, Sable shall deliver, or cause to be delivered, to Subscriber (A) the Acquired Shares in book entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails name of Subscriber (or its nominee in accordance with its delivery instructions) or to obtain all a custodian designated by Subscriber, as applicable, and (B) a copy of the Limited Partner Approvals records of Sable showing Subscriber as the owner of the Acquired Shares on and as of the Closing Date. No less than two (2) business days prior to the Closing Date, Subscriber shall deliver to Sable (1) the Purchase Price for the Property Acquired Shares by November 30wire transfer of U.S. dollars in immediately available funds to the account specified by Sable in the Closing Notice, 2014such funds to be held in escrow until the Subscription Closing[, then Purchaser shall be entitled (2) if Sable notifies Subscriber in the Closing Notice that Sable does not intend to terminate this Agreement and receive a return of consummate the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the portion , a duly executed counterpart of the Property that has received limited liability company agreement of Sable enclosed herewith (the “Limited Partner ApprovalsLiability Company Agreement”)]1 and (3) such information as is reasonably requested in the Closing Notice in order for Sable to cause the Acquired Shares to be issued and delivered to Subscriber. In the event the closing of the Acquisition does not occur within one (1) business day of the Closing Date, with an appropriate adjustment unless otherwise 1 Bracketed language is not included in certain Sable PIPE Subscription Agreements agreed to in writing by Sable and the Investor, Sable shall promptly (but not later than one (1) business day thereafter) return the Purchase Price to Subscriber by wire transfer of U.S. dollars in accordance with Schedule “C” heretoimmediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled; provided, that unless this Subscription Agreement has been terminated pursuant to Section 6 hereof, such return of the Purchase Price shall not terminate the Subscription Agreement or relieve the Subscriber of its obligation to purchase the Acquired Shares at the Subscription Closing following Sable’s delivery to Subscriber of a new Closing Notice. Prior to the Closing Date, Subscriber shall deliver to Sable a duly completed and executed Internal Revenue Service Form W-9 or appropriate Internal Revenue Service Form W-8. (b) On In addition to the later conditions set forth in Section 2(a), the Subscription Closing shall be subject to occur the satisfaction (or waiver (to the extent legally permissible) in writing by the party having the benefit of the applicable condition) of the conditions that, on the Closing Date: (i) seven solely with respect to Sable, the representations and warranties made by Subscriber in this Subscription Agreement shall be true and correct in all material respects as of the Subscription Closing (7other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects as of such date) days following (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true in all respects), in each case without giving effect to the First Closing Date, should consummation of the First Closing Date occur, Acquisition or the Merger; (ii) solely with respect to Subscriber, the tenth representations and warranties made by Sable in this Subscription Agreement (10thother than the representations and warranties set forth in Section 3(b), Section 3(d) business day following and Section 3(h)) shall be true and correct in all material respects as of the date Subscription Closing (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects as of such date) (other than representations and warranties that Seller provides Purchaser are qualified as to materiality, which representations and warranties shall be true in all respects), and the representations and warranties made by Sable set forth in Section 3(b), Section 3(d) and Section 3(h) shall be true and correct in all respects as of the Subscription Closing (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all respects as of such date) in each case without giving effect to the consummation of the Acquisition or the Merger; (iii) solely with a Closing Notice designating respect to Subscriber, ▇▇▇▇▇ shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the second group Subscription Closing; (iv) solely with respect to Sable, Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Subscription Closing; (v) [solely with respect to Subscriber, the California State Lands Commission shall have approved for execution (1) Lease 7163 by and between the State of Properties California, as Lessor, and ExxonMobil Corporation or Pacific Offshore Pipeline Company, as Lessee, and (2) Lease 4977 by and between the State of California, as Lessor, and Pacific Offshore Pipeline Company, as Lessee;]2 (vi) there shall not be any law or order of any governmental authority having jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated by this Subscription Agreement; (vii) no suspension of the qualification of the Acquired Shares for which offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred; and (viii) all conditions precedent to the Required Approvals closing of the Acquisition shall have been obtained satisfied or waived (herein, other than those conditions that may only be satisfied at the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any closing of the Property that has been permissibly removed from Acquisition, but subject to satisfaction of such conditions as of the closing in accordance with of the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” heretoAcquisition). (c) On At the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (hereinSubscription Closing, the “Third Closing Date”), Purchaser parties hereto shall acquire execute and deliver such additional documents and take such additional actions as the “Third Closing Properties”, as designated parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Subscription Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, in the event the ▇▇▇▇ Approval is not received by the Third Closing Date, then Seller shall have the right to extend the Closing Date for the ▇▇▇▇ Interest Parcels to a separate final Closing following the Third Closing Date, but in no event later than one hundred eighty (180) days following the Third Closing Date or final Closing.