Common use of Conditions Precedent Clause in Contracts

Conditions Precedent. The closing of the Company's IPO on or before March 31, 1998, is a condition precedent to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunder. In addition to the foregoing, the Operating Partnership shall not be obligated to close hereunder absent satisfaction of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operations: (a) The representations and warranties of each of the Contributors contained herein shall have been true and correct on the date such representations and warranties were made, and shall be true and correct on the Closing Date as if made at and as of such date; (b) Each of the obligations hereunder of each of the Contributors shall have been duly performed on or before the Closing Date; (c) Concurrently with the Closing, each of the Contributors shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunder; (d) Except as otherwise permitted herein, each of the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party to the consummation of the transactions contemplated hereunder or in the Proxy Solicitation; (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writing; and (f) There shall not have occurred between the date hereof and the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management Business.

Conditions Precedent. The closing Each of the effectiveness of the Company's IPO ’s Registration Statement on or before March 31Form S-11 (as amended from time to time, 1998, the “Registration Statement”) to be filed with the Securities and Exchange Commission after the execution of this Agreement and the receipt by the Company of the proceeds from the Public Offering is a condition precedent to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunderby this Agreement on the Closing Date (as defined below). In addition These conditions may not be waived by any party to the foregoing, this Agreement. The obligations of the Operating Partnership to effect the transactions contemplated hereby shall not be obligated subject to close hereunder absent satisfaction of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsconditions: (a) The the representations and warranties of each of the Contributors Contributor contained herein in this Agreement shall have been true and correct on the date such representations and warranties were made, and shall be true and correct on the Closing Date as if made at and as of such date; (b) Each each obligation of the obligations hereunder of each of the Contributors Contributor to be performed by it shall have been duly performed by it on or before the Closing Date, and Contributor shall not have breached any of its covenants contained herein; (c) Concurrently concurrently with the Closing, each of Contributor, directly or through the Contributors Attorney-in-Fact (as defined below), shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunderpursuant to Section 2.3; (d) Except as otherwise permitted herein, each of the Contributors shall have obtained all necessary consents or approvals of any Governmental Entity governmental authorities or third party parties (including, without limitation, lenders and lessors) to the consummation of the transactions contemplated hereunder or in herein and the Proxy SolicitationFormation Transactions shall have been obtained; (e) No no order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity governmental or regulatory authority or instrumentality that prohibits the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such an order shall be pending or threatened in writing; andthreatened; (f) There there shall not have occurred between the date hereof and the Closing Date any material adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects the Participating Entity’s businesses or the Management BusinessProperties; (g) since September 30, 2009, and through and including the date of this Agreement and the Closing Date, there has not been any development, occurrence or event that, individually or in the aggregate with other developments, occurrences or events since that date, would cause a material adverse change to the Participating Entity’s financial statements as of such date; and (h) the contribution of the Participating Entity Interests and the Properties shall have been approved by the Participating Entities’ respective partners and members to the extent such approval is required by the applicable Participating Entity Agreements. Any or all of the foregoing conditions may be waived by the Operating Partnership in its sole and absolute discretion.

Conditions Precedent. The closing obligations of the Company's IPO , on its own behalf and on behalf of each Current Fund, and the Trust, on its own behalf and on behalf of each New Fund, will be subject to (a) performance by the other party of all its obligations to be performed hereunder at or before March 31the Effective Time, 1998(b) all representations and warranties of the other party contained herein being true and correct in all material respects as of the date hereof and, is a condition precedent to the obligations of all parties to this Contribution Agreement to effect except as they may be affected by the transactions contemplated hereunderhereby, as of the Effective Time, with the same force and effect as if made on and as of the Effective Time, and (c) the further conditions that, at or before the Effective Time: 6.1 The shareholders of the Company shall have approved this Agreement and the transactions contemplated by this Agreement in accordance with applicable law. 6.2 All necessary filings shall have been made with the SEC and state securities authorities, and no order or directive shall have been received that any other or further action is required to permit the parties to carry out the transactions contemplated hereby. In addition All consents, orders, and permits of federal, state, and local regulatory authorities (including the SEC and state securities authorities) deemed necessary by either the Company or the Trust to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain such consults, orders, and permits would not involve a risk of a material adverse effect on the assets or properties of either a Current Fund or a New Fund, provided that either the Company or the Trust may for itself waive any of such conditions. 6.3 Each of the Company and the Trust shall have received an opinion from Ballard Spahr Andrews & Ingersoll, LLP as to the foregoingfederal income tax ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ed ▇▇▇▇▇. ▇▇ rendering such opinion, such counsel may rely as to factual matters, exclusively and without independent verification, on the Operating Partnership representations made in this Agreement (or in separate letters of representation that the Company and the Trust shall not use their best efforts to deliver to such counsel) and the certificates delivered pursuant to Section 3.4. Such opinion shall be obligated substantially to close hereunder absent satisfaction the effect that, based on the facts and assumptions stated therein and conditioned on consummation of the following additional conditions precedent if such failure isReorganization in accordance with this Agreement, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsfor federal income tax purposes: (a) The representations and warranties Reorganization will constitute a reorganization within the meaning of each section 368(a) of the Contributors contained herein shall have been true and correct on the date such representations and warranties were madeCode, and shall each Current Fund and each New Fund will be true and correct on "a party to a reorganization" within the Closing Date as if made at and as meaning of such datesection 368(b) of the Code; (b) Each No gain or loss will be recognized to a Current Fund on the transfer of its Assets to the corresponding New Fund in exchange solely for the New Fund's New Fund Shares and the New Fund's assumption of the obligations hereunder Current Fund's Liabilities or on the subsequent distribution of each those New Fund Shares to its Shareholders, in constructive exchange for their Current Fund Shares, in liquidation of the Contributors shall have been duly performed on or before the Closing DateCurrent Fund; (c) Concurrently with the Closing, each No gain or loss will be recognized to a New Fund on its receipt of the Contributors shall have executed corresponding Current Fund's Assets in exchange for New Fund Shares and delivered to its assumption of the Operating Partnership the documents required to be delivered hereunderCurrent Fund's Liabilities; (d) Except Each New Fund's basis for the corresponding Current Fund's Assets will be the same as otherwise permitted herein, each of the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party to the consummation of the transactions contemplated hereunder or basis thereof in the Proxy SolicitationCurrent Fund's hands immediately before the Reorganization, and the New Fund's holding period for those Assets will include the Current Fund's holding period therefor; (e) No order, statute, rule, regulation, executive order, injunction, stay, decree A Shareholder will recognize no gain or restraining order shall have been enacted, entered, promulgated or enforced by any court loss on the constructive exchange of competent jurisdiction or Governmental Entity that prohibits Current Fund Shares solely for New Fund Shares pursuant to the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writingReorganization; and (f) There A Shareholder's basis for the New Fund Shares of each New Fund to be received in the Reorganization will be the same as the basis for the Current Fund Shares of the corresponding Current Fund to be constructively surrendered in exchange for such New Fund Shares, and a Shareholder's holding period for such New Fund Shares will include its holding period for such Current Fund Shares, provided that such Current Fund Shares are held as capital assets by the Shareholder at the Effective Time. 6.4 No stop-order suspending the effectiveness of the Registration Statement shall have been issued, and no proceeding for that purpose shall have been initiated or threatened by the SEC (and not withdrawn or terminated). At any time prior to the Closing, any of the foregoing conditions (except those set forth in Sections 6.1 and 6.3) may be waived by the directors/trustees of either the Company or the Trust if, in their judgment, such waiver will not have occurred between a material adverse effect on the date hereof and interests of the Closing Date any adverse change in any TitleholderCurrent Fund's assets, business, financial condition, results of operations or prospects or the Management BusinessShareholders.

Conditions Precedent. The closing Closing shall be subject to the satisfaction or valid waiver by each of the Company's IPO on or before March 31, 1998, is a condition precedent to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunder. In addition to the foregoing, the Operating Partnership shall not be obligated to close hereunder absent satisfaction hereto of the following additional conditions precedent if such failure isthat, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsClosing Date: (a) The representations 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 warranties has the effect of each making consummation of the Contributors contained herein transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no Governmental Authority shall have been true and correct on the date instituted or threatened in writing a proceeding seeking to impose any such representations and warranties were made, and shall be true and correct on the Closing Date as if made at and as of such daterestraint or prohibition; (b) Each the Issuer shall have obtained and furnished to each Purchaser and the Collateral Agent a copy of all consents and waivers required in connection with the consummation of the obligations hereunder of each transactions related to the purchase of the Contributors shall have been duly performed on Convertible Notes (excluding any consent or before waiver in connection with the Closing DateG▇▇▇▇▇ ▇▇▇▇▇▇▇ Note), including evidence in form and substance satisfactory to the Purchaser of consents to the issuance of the Convertible Notes and the other Note Documents from Softbank Group International Limited in connection with the Softbank Loan Agreement; (c) Concurrently with all conditions precedent to the Closing, each closing of the Contributors Transaction set forth in the Transaction Agreement, including the approval of the Issuer’s stockholders and regulatory approvals, if any, shall have executed and delivered been satisfied or waived (other than those conditions which, by their nature, are to be satisfied by a party to the Operating Partnership Transaction Agreement at the documents required closing of the Transaction, but subject to be delivered hereundersatisfaction or waiver by such party of such conditions as of the closing of the Transaction); (d) Except as otherwise permitted hereinthe Underlying Shares shall have been approved for listing on NYSE American stock exchange (the “NYSE American”), each subject to notice of official issuance, and no suspension of the Contributors qualification of the Underlying Shares for offering or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have obtained occurred and be continuing; and (e) the initial Purchasers and the Collateral Agent shall have received evidence in form and substance satisfactory to them that all consents or approvals of any Governmental Entity or third party the Purchaser Expenses invoiced at least two (2) days prior to the Closing shall be paid concurrently with the consummation of the transactions contemplated hereunder or in the Proxy Solicitation; (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writing; and (f) There shall not have occurred between the date hereof and Closing on the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management BusinessDate.

Conditions Precedent. The closing effectiveness of the Company's IPO Registration Statement on or before March 31Form S-11 (as amended from time to time, 1998, the "Registration Statement") to be filed with the Securities and Exchange Commission after the execution of this Agreement is a condition precedent to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunderby this Agreement on the Closing Date (as defined below). In addition This condition may not be waived by any party to the foregoing, this Agreement. The obligations of the Operating Partnership to effect the transactions contemplated hereby shall not be obligated subject to close hereunder absent satisfaction of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsconditions: (a) The the representations and warranties of each of the Contributors Contributor contained herein in this Agreement shall have been true and correct on the date such representations and warranties were made, and shall be true and correct on the Closing Date as if made at and as of such date; (b) Each each obligation of the obligations hereunder of each of the Contributors Contributor to be performed by it shall have been duly performed by it on or before the Closing Date, and Contributor shall not have breached any of its covenants contained herein; (c) Concurrently concurrently with the Closing, each of Contributor, directly or through the Contributors Attorney-in-Fact (as defined below), shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunderpursuant to Section 2.3; (d) Except as otherwise permitted herein, each of the Contributors shall have obtained all necessary consents or approvals of any Governmental Entity governmental authorities or third party parties (including lenders) to the consummation of the transactions contemplated hereunder or in herein and the Proxy SolicitationFormation Transactions shall have been obtained; (e) No no order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity governmental or regulatory authority or instrumentality that prohibits the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such an order shall be pending or threatened in writing; andthreatened; (f) There there shall not have occurred between the date hereof and the Closing Date any material adverse change in any Titleholderthe Participating Entity's assets, business, financial condition, results of operations or prospects businesses or the Management BusinessProperties; and (g) the contribution of the Participating Entity Interests and the Properties shall have been approved by the Participating Entities' respective partners and members to the extent such approval is required by the applicable Participating Entity Agreements. The foregoing conditions may be waived by the Operating Partnership in its sole and absolute discretion.

Conditions Precedent. The closing of the Company's IPO on or before March 31, 1998, is a condition precedent to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunder. In addition to the foregoing, the Operating Partnership (a) Lessor shall not be obligated to close lease the items of Equipment described herein to Lessee hereunder absent satisfaction of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsunless: (ai) The Such Uniform Commercial Code financing statements covering Equipment and proceeds therefrom and landlord and/or mortgagee waivers or disclaimers and/or severance agreements with respect to the items of Equipment covered by this Lease as Lessor shall deem necessary or desirable in order to perfect and protect its interests therein shall have been duly executed and filed, at Lessee's expense, in such public offices as Lessor shall direct; (ii) All representations and warranties of each of the Contributors Lessee contained herein shall have been true and correct on the date such representations and warranties were made, and or in any document or certificate furnished Lessor in connection herewith shall be true and correct on and as of the Closing Date date of this Lease with the same force and effect as if made at on and as of such date; no Event of Default or Default shall be in existence on such date or shall occur as a result of the lease by Lessee of the Equipment specified in Schedule 1 of Exhibit A; (biii) Each In the sole judgment of the obligations hereunder of each of the Contributors Lessor, there shall have been duly performed on no material adverse change in the financial condition of business or before the Closing DateLessee; (civ) Concurrently All proceedings to be taken in connection with the Closingtransactions contemplated by this Lease, each of the Contributors and all documents incidental thereto, shall have executed be satisfactory in form and delivered substance to the Operating Partnership the documents required to be delivered hereunderLessor and its counsel; (dv) Except as otherwise permitted herein, each of the Contributors Lessor shall have obtained all consents or approvals of any Governmental Entity or third party received from Lessee, in form and substance satisfactory to the consummation of it, such other documents and information as Lessor shall reasonably request; (vi) All legal matters in connection with the transactions contemplated hereunder or in the Proxy Solicitation; (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such order this Lease shall be pending or threatened in writingsatisfactory to Lessor's counsel; and (fvii) There No Change in Tax Law, which in the sole judgment of Lessor would adversely affect Lessor's Economics, shall not have occurred between the date hereof and the Closing Date any adverse change or shall appear, in any TitleholderLessor's assetsgood faith judgment, business, financial condition, results of operations or prospects or the Management Businessto be imminent.

Conditions Precedent. The closing of the CompanyEach Fund's IPO on or before March 31, 1998, is a condition precedent obligations hereunder shall be subject to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunder. In addition to the foregoing, the Operating Partnership shall not be obligated to close hereunder absent satisfaction of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operations: (a) The performance by the other Fund of all its obligations to be performed hereunder at or before the Effective Time, (b) all representations and warranties of each of the Contributors other Fund contained herein shall have been being true and correct on in all material respects as of the date such representations hereof and, except as they may be affected by the transactions contemplated hereby, as of the Effective Time, with the same force and warranties were made, and shall be true and correct on the Closing Date effect as if made at and as of such date;the Effective Time, and (c) the following further conditions that, at or before the Effective Time: (b) Each of 6.1. This Agreement and the obligations hereunder of each of the Contributors transactions contemplated hereby shall have been duly performed on or before the Closing Date; (c) Concurrently adopted and approved by each Board and shall have been approved by Target's shareholders in accordance with the ClosingDeclaration of Trust and Target Trust's By-Laws and applicable law. 6.2. All necessary filings shall have been made with the SEC and state securities authorities, each and no order or directive shall have been received that any other or further action is required to permit the parties to carry out the transactions contemplated hereby. The Registration Statement shall have become effective under the 1933 Act, no stop orders suspending the effectiveness thereof shall have been issued, and the SEC shall not have issued an unfavorable report with respect to the Reorganization under section 25(b) of the Contributors shall have executed and delivered 1940 Act nor instituted any proceedings seeking to the Operating Partnership the documents required to be delivered hereunder; (d) Except as otherwise permitted herein, each of the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party to the enjoin consummation of the transactions contemplated hereunder or hereby under section 25(c) of the 1940 Act. All consents, orders, and permits of federal, state, and local regulatory authorities (including the SEC and state securities authorities) deemed necessary by either Investment Company to permit consummation, in the Proxy Solicitation; (e) No orderall material respects, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated hereinhereby shall have been obtained, and except where failure to obtain same would not involve a risk of a material adverse effect on either Fund's assets or properties, provided that either Investment Company may for itself waive any of such conditions. 6.3. At the Effective Time, no litigation action, suit, or governmental other proceeding seeking any such order shall be pending before any court or threatened governmental agency in writing; which it is sought to restrain or prohibit, or to obtain damages or other relief in connection with, the transactions contemplated hereby. 6.4. Target Trust shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇ ▇▇▇▇") substantially to the effect that: 6.4.1. Acquiring Fund is a duly established series of PACE Trust, a business trust duly organized, validly existing, and in good standing under the laws of the State of Delaware, with power under its Certificate of Trust and Trust Instrument to own all its properties and assets and, to the knowledge of ▇▇▇▇▇▇▇ ▇▇▇▇, to carry on its business as presently conducted; 6.4.2. This Agreement (fa) There shall not have occurred between the date hereof has been duly authorized, executed, and the Closing Date any adverse change delivered by PACE Trust on behalf of Acquiring Fund and (b) assuming due authorization, execution, and delivery of this Agreement by Target Trust on behalf of Target, is a valid and legally binding obligation of PACE Trust with respect to Acquiring Fund, enforceable in any Titleholder's assetsaccordance with its terms, businesssubject to bankruptcy, financial conditioninsolvency, results fraudulent transfer, reorganization, moratorium, and laws of operations general applicability relating to or prospects or the Management Business.affecting creditors' rights and to general principles of equity;

Conditions Precedent. 3.1 The closing of the Company's IPO on or before March 31, 1998, is a condition precedent to the obligations of all parties to this Contribution Agreement each Party to effect the transactions contemplated hereunder. In addition to the foregoing, the Operating Partnership Completion shall not be obligated to close hereunder absent conditional upon satisfaction or waiver of the following additional conditions precedent if such failure isconditions, in the judgment of the Operating Partnership, either intentional or likely their satisfaction subject only to have a Material Adverse Effect on the Operating Partnership or its future operationsCompletion: (a) The representations and warranties approval by way of each ordinary resolutions at the EGM (by a simple majority of the Contributors contained herein shall have been true votes cast by the Shareholders entitled to vote and correct on present at the date EGM (in person (or if a corporate, by authorised representative) or by proxy) (other than those who are required by the HKSE and / or the Listing Rules to abstain from voting) in respect of the issue and allotment of the Subscription Shares and the granting of authority to the Board to deal with all related matters and such representations approval remaining valid and warranties were made, and shall be true and correct on the Closing Date as if made at and as of such dateeffective); (b) Each the Listing Committee of the obligations hereunder HKSE having granted the approval for the listing of each of and the Contributors shall have been duly performed on or before permission to deal in all the Closing DateSubscription Shares, and such approval remains valid and effective; (c) Concurrently the Issuer having complied with the Closing, each all of the Contributors shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunderits obligations under this Agreement; (d) Except as otherwise permitted herein, each of the Contributors shall have obtained all consents no order or approvals judgment of any Governmental Entity court or third party governmental, statutory or regulatory body having been issued or made prior to Completion (and no legal or regulatory requirements remaining to be satisfied) which has the consummation effect of making unlawful or otherwise prohibiting the Subscription or any transactions contemplated hereunder or in the Proxy Solicitationby this Agreement; (e) No orderno litigation, statuteaction, rulesuit, regulationinvestigation, executive orderclaim or proceeding challenging the legality of, injunctionor seeking to restrain, stayprohibit or materially modify, decree the Subscription or restraining order any transactions provided for by this Agreement having been instituted and not settled or otherwise terminated; (f) there has been no occurrence of a Material Adverse Change on or prior to Completion; and (g) the Warranties remaining true and accurate in all respects and not misleading in any respect on the Completion Date, and no event has occurred and no matter has arisen which would render any of the Warranties untrue, inaccurate or misleading. 3.2 The Subscriber may waive (in whole or in part, whether conditionally or unconditionally) any of the Conditions Precedent (except for Clauses 3.1(a) and 3.1(b)), provided that any such waiver shall have been enactedbe without prejudice to the Subscriber’s right under this Agreement to elect to treat any further or other such breach, enteredfailure or event as releasing and discharging the Subscriber from its obligations to subscribe for the Subscription Shares under this Agreement. The Issuer may not waive any of the Conditions Precedent. 3.3 The Issuer undertakes to use its best endeavours to ensure that the Conditions Precedent are fulfilled as soon as reasonably practicable after the date of this Agreement (and in any event before the Long Stop Date). Each Party shall furnish such information, promulgated supply such documents, pay such fees and do all such acts and things as may be reasonably required by the other Parties or enforced any relevant Authority in connection with the fulfilment of the Conditions Precedent to which it is responsible. 3.4 Without limiting the generality of Clause 3.3, in connection with the Condition Precedent set out in Clause 3.1(a): (a) the Issuer shall use its reasonable endeavours to: (i) prepare, finalise and post a circular to its Shareholders and/or such other announcements, documents, notices and communications as may be required by applicable Law (including the Listing Rules) and the Constitution, in each case, subject to clearance of the same (if required) by the HKSE, as soon as practicable, which shall, amongst other things, convene the EGM to consider resolutions to be passed by the relevant Shareholders for the purposes set out in Clause 3.1(a); and (ii) hold the EGM as soon as practicable; (b) the Issuer undertakes to provide the Subscriber (or advisers nominated by the Subscriber) with draft copies of all circulars, announcements, documents, notices and other communications to be sent to the Shareholders as referred to in Clause 3.4(a) at such time as will allow the Subscriber a reasonable opportunity to provide comments on the relevant draft circulars, announcements, documents, notices and other communications before they are finalised and despatched or released; and (c) subject to the requirements under applicable Laws (including the Listing Rules) and the Constitution, the Issuer undertakes and agrees to take into account in good faith any court of competent jurisdiction reasonable comments provided by the Subscriber in relation to any circulars, announcements, documents, notices and other communications proposed to be despatched or Governmental Entity that prohibits released to the consummation of extent they relate to the transactions contemplated hereinby this Agreement. 3.5 Without limiting the generality of Clause 3.3, in connection with the Conditions Precedent set out in Clauses 3.1(a) and 3.1(b): (a) as soon as reasonably practicable after the date of signing of this Agreement, the Issuer shall file, or shall procure the filing of, the notices and applications necessary to satisfy such Conditions Precedent; (b) the Issuer and the Subscriber shall supply as promptly as practicable any additional information and documentary material that may be requested by the HKSE in connection with such Conditions Precedent; (c) to the extent permissible under applicable Laws, the Issuer shall as soon as reasonably practicable notify the Subscriber of any written communication from the HKSE in relation to satisfying such Conditions Precedent; (d) the Issuer shall, to the extent permissible under applicable Laws and to the extent practicable and as soon as it becomes practicable, provide copies of any proposed communication with the HKSE in connection with such Conditions Precedent to the Subscriber, together with any supporting documentation or information reasonably requested by the Subscriber, and no litigation shall, to the extent practicable, take due consideration of any reasonable comments that the Subscriber may have in relation to such proposed communication prior to making it; (e) subject to the Issuer’s consent (which shall not be unreasonably withheld or governmental proceeding seeking any delayed), the Subscriber shall have the right to send its representatives (including external advisers) to attend the Issuer’s meetings with the HKSE in relation to such order shall be pending or threatened in writingConditions Precedent, provided that the HKSE has agreed thereto; and (f) There each of the Issuer and the Subscriber shall not take (and shall refrain from taking) any action which may delay, impede or prejudice the satisfaction of such Conditions Precedent. 3.6 The Issuer shall, not later than the Business Day after being notified in writing to the HKSE that the approval for the listing of, and permission to deal in, the Subscription Shares has been granted, give written notice to the Subscriber. 3.7 If the Conditions Precedent have occurred between not been fulfilled (or, as the date hereof case may be, waived) by the Long Stop Date, the Subscriber may (by notice in writing to the Issuer) terminate this Agreement whereupon this Agreement (save and except the Closing Surviving Provisions, which shall survive termination of this Agreement) shall lapse immediately thereafter and be of no further effect, but (for the avoidance of doubt) all rights and liabilities of the Parties which have accrued before termination shall continue to exist. 3.8 Each Party undertakes to disclose in writing to the other Parties anything which will or may prevent any of the Conditions Precedent from being satisfied on or prior to the Long Stop Date any adverse change promptly after it comes to its notice. 3.9 The Issuer shall deliver to the Subscriber reasonable evidence for the satisfaction of the Conditions Precedent in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management BusinessClause 3.1 as soon as reasonably practicable after its fulfilment.

Conditions Precedent. The closing respective obligations of each of the Company's IPO on or before March 31, 1998, is a condition precedent Purchaser and the Seller under this Coke Purchase Agreement are subject to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunder. In addition to the foregoing, the Operating Partnership shall not be obligated to close hereunder absent satisfaction of the following additional conditions precedent if such failure is(any or all of which may be waived, in the judgment of the Operating Partnershipsubject to applicable law) on or before November 12, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operations1996: (a) The representations All appropriate action, corporate and warranties of each of otherwise, necessary to authorize and approve the Contributors contained herein transactions contemplated by this Coke Purchase Agreement shall have been true and correct on the date taken by each Party and/or such representations and warranties were madeParty’s parent corporation, and shall be true and correct on each Party hereby represents that none of the Closing Date as if made at and as actions contemplated by the Coke Purchase Agreement will violate the relevant provisions of such date;Party’s charter documents, bylaws, or any resolutions of such Party’s board of directors. (b) Each of the The Parties shall have performed in all material respects all obligations hereunder of contained in this Coke Purchase Agreement to be performed or complied with by each of the Contributors shall have been duly performed on or before the Closing Date;Parties respectively prior to execution hereof. (c) Concurrently with No federal or state court of competent jurisdiction or any governmental authority or agency shall have enacted or issued a law, rule, regulation, order, decree or ruling, or taken any other action which, in the Closingreasonable opinion of respective counsel to each Party, each restrains, enjoins or otherwise prohibits any of the Contributors shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunder;actions contemplated hereby. (d) Except as otherwise permitted hereina Site Lease, each of the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party by and between Purchaser and Seller pertaining to the consummation of real property on which the transactions contemplated hereunder or Coke Plant will be located containing provisions requiring Seller’s leasehold interest to convert to a fee simple ownership in the Proxy Solicitationevent of an uncured Event of Default, with appropriate terms permitting Purchaser to repurchase the such real property in the event that Seller should subsequently abandon the Coke Plant; (e) No orderan Environmental Indemnity Agreement, statutein form and substance mutually acceptable to the parties by and among Seller, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated herein, Purchaser and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writing; andCokenergy; (f) There a Cooperation Agreement, in form and substance mutually acceptable to the parties by and among Purchaser, Seller and Cokenergy; (g) a Confidentiality Agreement, in form and substance mutually acceptable to the parties by and among Purchaser, Seller and Cokenergy; (h) a Guaranty Agreement from Inland Steel Industries, in substantially the form attached hereto as Exhibit A-1 and a Guaranty Agreement from Sun Company, Inc. in the form attached hereto as Exhibit A-2; (i) a Guaranty Agreement from Elk River Resources, Inc. in substantially the form attached hereto as Exhibit B; (j) a letter agreement between Seller and Purchaser relating to the provision of certain non-management employees of Purchaser to Seller; (k) Schedules 4.4 (c), (d) and (e); (l) The following agreements, contracts or letters of understanding shall not have occurred be executed and delivered prior to or contemporaneously with this Coke Purchase Agreement: (1) an Access, Operating and Fuel Supply and Processing Agreement by and between Seller and Cokenergy, Inc., an Indiana corporation, pertaining to the date hereof operation of an energy facility to be constructed adjacent to the Coke Plant; (2) an Engineering, Procurement and Construction Contract between Seller, and Raytheon Engineers & Constructors, Inc., a Delaware corporation (“Raytheon”), for the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results construction of operations or prospects or the Management Business.Coke Plant; (3) a Tolling Agreement between Purchaser and Cokenergy;

Conditions Precedent. The closing Each Investment Company’s obligations hereunder shall be subject to (a) the other Investment Company’s performance of all its obligations to be performed hereunder at or before the Closing, (b) all representations and warranties of the Company's IPO on or before March 31other Investment Company contained herein being true and correct in all material respects at the date hereof and, 1998, is a condition precedent to the obligations of all parties to this Contribution Agreement to effect except as they may be affected by the transactions contemplated hereunderhereby, at the Effective Time, with the same force and effect as if made at that time (except that clauses (a) and (b) shall not apply in the case of an EQAT Reorganization or a VIP Reorganization), and (c) the following further conditions that, at or before that time: 6.1. In addition This Agreement and the transactions contemplated hereby shall have been duly adopted and approved by both Boards and by Target’s shareholders at the Shareholders Meeting (including any adjournments or postponements thereof); 6.2. All necessary filings shall have been made with the Commission and state securities authorities, and no order or directive shall have been received that any other or further action is required to permit the Investment Companies to carry out the transactions contemplated hereby; the Registration Statement shall have become effective under the 1933 Act, no stop orders suspending the effectiveness thereof shall have been issued, and, to each Investment Company’s best knowledge, no investigation or proceeding for that purpose shall have been instituted or shall be pending, threatened, or contemplated under the 1933 Act or the 1940 Act; the Commission shall not have issued an unfavorable report with respect to the foregoingReorganization under section 25(b) of the 1940 Act nor instituted any proceedings seeking to enjoin consummation of the transactions contemplated hereby under section 25(c) of the 1940 Act; and all consents, orders, and permits of federal, state, and local regulatory authorities (including the Commission and state securities authorities) either Investment Company deems necessary to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain same would not involve a risk of a material adverse effect on either Portfolio’s assets or properties, provided that either Investment Company may for itself waive any of those conditions; 6.3. At the Effective Time, no action, suit, or other proceeding shall be pending (or, to either Investment Company’s best knowledge, threatened to be commenced) before any court, governmental agency, or arbitrator in which it is sought to enjoin the performance of, restrain, prohibit, affect the enforceability of, or obtain damages or other relief in connection with, the Operating Partnership transactions contemplated hereby; 6.4. The Acquiring Portfolio Investment Company, on Acquiring Portfolio’s behalf, shall not be obligated to close hereunder absent satisfaction have executed and delivered at or before the Closing a Certificate confirming that the Acquiring Portfolio Investment Company, on Acquiring Portfolio’s behalf, assumes all of the following additional Liabilities; and 6.5. At any time before the Closing, either Investment Company may waive any of the foregoing conditions precedent if such failure is(except that set forth in paragraph 6.1) if, in the judgment of the Operating Partnershipits Board, either intentional or likely to that waiver will not have a Material Adverse Effect material adverse effect on the Operating Partnership or its future operations: (a) The representations and warranties of each of the Contributors contained herein shall have been true and correct on the date such representations and warranties were made, and shall be true and correct on the Closing Date as if made at and as of such date; (b) Each of the obligations hereunder of each of the Contributors shall have been duly performed on or before the Closing Date; (c) Concurrently with the Closing, each of the Contributors shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunder; (d) Except as otherwise permitted herein, each of the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party to the consummation of the transactions contemplated hereunder or in the Proxy Solicitation; (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writing; and (f) There shall not have occurred between the date hereof and the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management BusinessPortfolio’s shareholders’ interests.

Conditions Precedent. The closing of the Company's IPO on or before March 31, 1998, is a condition precedent to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunder. In addition to the foregoing, the Operating Partnership shall not be obligated to close hereunder absent satisfaction of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operations: (a) The representations obligation of each Party to consummate the Transactions is subject to the satisfaction or waiver in writing by the Assignor and warranties the Assignee, at or prior to the Closing of each of the Contributors contained herein following conditions: (i) all approvals, consents, confirmation of non-objection or clearances reasonably necessary or appropriate for the consummation of the Transactions from the Mexican Federal Anti-Trust Commission (Comisión Federal de Competencia Económica) (the “COFECE”) shall have been obtained and the applicable waiting periods in respect of a review of the Transactions by the COFECE shall have expired or otherwise been terminated, (ii) no court or other governmental entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the Transactions and (iii) this Agreement shall not have been terminated in accordance with its terms. (b) The Assignee’s obligations to consummate the Transactions shall be subject to the satisfaction or waiver in writing by the Assignee at or prior to the Closing of the following conditions: (i) the Assignor’s representations and warranties in this Agreement shall be true and correct in all material respects as of the Closing as though made on the and as of such date such representations and warranties were madetime (other than those made on and as of a specified date, and which shall be true and correct on the Closing Date as if made at and as of such date; ), (bii) Each of the obligations hereunder of each of the Contributors Assignor and its Affiliates shall have been duly performed and complied in all material respects with all covenants required to be performed by it under this Agreement on or before prior to the Closing Date; Date and (ciii) Concurrently with the Closing, each of the Contributors Assignee shall have received duly executed and delivered to the Operating Partnership the copies of all documents required to be delivered hereunder;by the Assignor or its Affiliates at the Closing pursuant to Section 1.1(b)(i). (dc) Except The Assignor’s obligation to consummate the Assignment shall be subject to the conditions that (i) the Assignee’s representations and warranties in this Agreement shall be true and correct in all material respects as otherwise permitted herein, each of the Contributors Closing as though made on and as of such date and time (other than those made on and as of a specified date, which shall be true and correct on and as of such date), (ii) the Assignee shall have obtained performed and complied in all consents material respects with all covenants required to be performed by it under this Agreement on or approvals of any Governmental Entity or third party prior to the consummation Closing Date, and (iii) the Assignor shall have received duly executed copies of the transactions contemplated hereunder all documents required to be delivered by the Assignee or in the Proxy Solicitation; (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writing; and (f) There shall not have occurred between the date hereof and its Affiliates at the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management Businesspursuant to Section 1.1(b)(ii).

Conditions Precedent. The closing of the Each Investment Company's IPO on or before March 31, 1998, is a condition precedent ’s obligations hereunder shall be subject to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunder. In addition to the foregoing, the Operating Partnership shall not be obligated to close hereunder absent satisfaction of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operations: (a) The the other Investment Company’s performance of all its obligations to be performed hereunder at or before the Closing, (b) all representations and warranties of each of the Contributors other Investment Company contained herein shall have been being true and correct on in all material respects at the date such representations hereof and, except as they may be affected by the transactions contemplated hereby, at the Effective Time, with the same force and warranties were made, and shall be true and correct on the Closing Date effect as if made at that time, and as of such date;(c) the following further conditions that, at or before that time: (b) Each of 6.1. This Agreement and the obligations hereunder of each of the Contributors transactions contemplated hereby shall have been duly performed on adopted and approved by both Boards and by Target’s shareholders at the Shareholders Meeting (including any adjournments or before the Closing Datepostponements thereof); (c) Concurrently 6.2. All necessary filings shall have been made with the ClosingCommission and state securities authorities, each and no order or directive shall have been received that any other or further action is required to permit the Investment Companies to carry out the transactions contemplated hereby; the Registration Statement shall have become effective under the 1933 Act, no stop orders suspending the effectiveness thereof shall have been issued, and, to the Investment Company’s best knowledge, no investigation or proceeding for that purpose shall have been instituted or shall be pending, threatened, or contemplated under the 1933 Act or the 1940 Act; the Commission shall not have issued an unfavorable report with respect to the Reorganization under section 25(b) of the Contributors shall have executed and delivered 1940 Act nor instituted any proceedings seeking to the Operating Partnership the documents required to be delivered hereunder; (d) Except as otherwise permitted herein, each of the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party to the enjoin consummation of the transactions contemplated hereunder or hereby under section 25(c) of the 1940 Act; and all consents, orders, and permits of federal, state, and local regulatory authorities (including the Commission and state securities authorities) the Investment Company deems necessary to permit consummation, in the Proxy Solicitation; (e) No orderall material respects, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated hereinhereby shall have been obtained, and except where failure to obtain same would not involve a risk of a material adverse effect on either Portfolio’s assets or properties, provided that either Investment Company may for itself waive any of those conditions; 6.3. At the Effective Time, no litigation action, suit, or governmental other proceeding seeking any such order shall be pending (or, to the Investment Company’s best knowledge, threatened to be commenced) before any court, governmental agency, or threatened arbitrator in writingwhich it is sought to enjoin the performance of, restrain, prohibit, affect the enforceability of, or obtain damages or other relief in connection with, the transactions contemplated hereby; 6.4. Each Investment Company shall have received an opinion of K&L Gates LLP (“Counsel”) as to the federal income tax consequences mentioned below (“Tax Opinion”). In rendering the Tax Opinion, Counsel may assume satisfaction of all the conditions set forth in this paragraph 6, may treat them as representations and warranties the Investment Companies made to Counsel, and may rely as to factual matters, exclusively and without independent verification, on those representations and warranties and, if Counsel requests, on representations and warranties made in a separate letter addressed to Counsel (collectively, “Representations”). The Tax Opinion shall be substantially to the effect that — based on the facts and assumptions stated therein and conditioned on the Representations’ being true and complete at the Effective Time and consummation of the Reorganization in accordance herewith (without the waiver or modification of any terms or conditions hereof and without taking into account any amendment hereof that Counsel has not approved) — for federal income tax purposes: (1) Target’s transfer of the Assets to Acquiring Portfolio in exchange solely for Acquiring Portfolio Shares and Acquiring Portfolio’s assumption of the Liabilities, followed by Target’s distribution of those shares pro rata to the Shareholders actually or constructively in exchange for their Target Shares and in complete liquidation of Target, will qualify as a “reorganization” (as defined in section 368(a)(1)(D)), and each Portfolio will be “a party to a reorganization” (within the meaning of section 368(b)); (2) Target will recognize no gain or loss on the transfer of the Assets to Acquiring Portfolio in exchange solely for Acquiring Portfolio Shares and Acquiring Portfolio’s assumption of the Liabilities or on the subsequent distribution of those shares to the Shareholders in exchange for their Target Shares; (3) Acquiring Portfolio will recognize no gain or loss on its receipt of the Assets in exchange solely for Acquiring Portfolio Shares and its assumption of the Liabilities; (4) Acquiring Portfolio’s basis in each Asset will be the same as Target’s basis therein immediately before the Reorganization, and Acquiring Portfolio’s holding period for each Asset will include Target’s holding period therefor (except where Acquiring Portfolio’s investment activities have the effect of reducing or eliminating an Asset’s holding period); (5) A Shareholder will recognize no gain or loss on the exchange of all its Target Shares solely for Acquiring Portfolio Shares pursuant to the Reorganization; and (f6) There shall not have occurred between A Shareholder’s aggregate basis in the date hereof Acquiring Portfolio Shares it receives in the Reorganization will be the same as the aggregate basis in its Target Shares it actually or constructively surrenders in exchange for those Acquiring Portfolio Shares, and its holding period for those Acquiring Portfolio Shares will include, in each instance, its holding period for those Target Shares, provided the Closing Date Shareholder holds the latter as capital assets at the Effective Time. Notwithstanding subparagraphs (2) and (4), the Tax Opinion may state that no opinion is expressed as to the effect of the Reorganization on the Portfolios or any adverse change in Shareholder with respect to any Titleholder's assets, business, financial condition, results Asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes at the end of operations a taxable year (or prospects on the termination or the Management Businesstransfer thereof) under a ▇▇▇▇-to-market system of accounting.

Conditions Precedent. The closing of This First Amendment shall be effective on the Company's IPO on or before March 31, 1998, is a condition precedent to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunder. In addition to the foregoingdate (such date, the Operating Partnership shall not be obligated to close hereunder absent satisfaction “Effective Date”) when each of the following additional conditions precedent if such failure isshall have occurred: (a) Agent shall have received this First Amendment, duly executed and delivered by an authorized officer of each of the Borrowers and the Lenders. (b) Agent shall have received, for the ratable benefit of Lenders, a non-refundable amendment fee in the judgment amount of $35,000.00. (c) Agent shall have received and reviewed to its satisfaction full, complete, final and signed copies of the Operating PartnershipCanton Purchase Agreement (together with all exhibits and schedules thereto) and all other documents executed by any party to the Canton Purchase Agreement and delivered to the other party to the Canton Purchase Agreement in connection therewith, either intentional all in form and substance satisfactory to Agent in its reasonable discretion. In addition, the Acquisition shall have been consummated in accordance with the terms of the Canton Purchase Agreement, as in effect on the Effective Date. (d) Since the Closing Date, there shall not have occurred any event, condition or likely state of facts which could reasonably be expected to have a Material Adverse Effect on the Operating Partnership or its future operations:Effect. (ae) The Each of the representations and warranties of made by each Borrower in or pursuant to the Loan Agreement, as amended hereby, and any Other Document, and each of the Contributors contained herein shall have been true and correct on the date such representations and warranties were madecontained in any certificate, document or financial or other statement furnished at any time under or in connection with the Loan Agreement, as amended hereby, and any Other Document, shall be true and correct in all material respects on the Closing Date as if made at and as of such date;. (bf) Each No Event of Default or Default shall have occurred and be continuing on the Effective Date, or would exist on the Effective Date after giving effect to the transactions contemplated by this First Amendment (including, without limitation, the Acquisition). (g) No litigation, investigation or proceeding before or by any arbitrator or Governmental Body shall be continuing or, to the knowledge of any Borrower, threatened against any Borrower or against the officers or directors of any Borrower (A) in connection with this First Amendment, the Loan Agreement, the Other Documents, the Canton Purchase Agreement or any of the obligations hereunder transactions contemplated hereby or thereby and which, in the reasonable opinion of each Agent, is deemed material or (B) which could, in the reasonable opinion of Agent, have a Material Adverse Effect; and (ii) no injunction, writ, restraining order or other order of any nature materially adverse to any Borrower or the Contributors shall have been duly performed on conduct of such Borrower’s business or before the Closing Date; (c) Concurrently inconsistent with the Closing, each of the Contributors shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunder; (d) Except as otherwise permitted herein, each of the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party to the due consummation of the transactions contemplated hereunder or in by this First Amendment (including, without limitation, the Proxy Solicitation; (eAcquisition) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced issued by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writing; and (f) There shall not have occurred between the date hereof and the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management BusinessBody.

Conditions Precedent. The closing effectiveness of the Company's IPO registration statement to be filed with the Securities and Exchange Commission on or before March 31, 1998, Form S-11 (the "Registration Statement") after the execution of this Agreement is a condition precedent to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunderby this Agreement on the Closing Date (as defined below). In addition to the foregoing, This condition may not be waived by either party. The obligations of the Operating Partnership to effect the transactions contemplated hereby shall not be obligated subject to close hereunder absent satisfaction of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsconditions: (a) The representations and warranties of each of the Contributors Contributor contained herein in this Agreement shall have been true and correct in all material respects on the date such representations and warranties were made, and shall be true and correct in all material respects on the Closing Date as if made at and as of such date; (b) Each The obligations of the obligations hereunder of each of the Contributors Contributor to be performed by it shall have been duly performed by it on or before the Closing DateDate and Contributor shall not have breached any of its covenants contained herein in any material respect; (c) Concurrently with the Closing, each of Contributor, directly or through the Contributors Attorney-in-Fact, shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunderpursuant to Section 2.3 hereof, as applicable; (d) Except as otherwise permitted herein, each of the Contributors shall have obtained all All necessary consents or approvals of any Governmental Entity governmental authorities or third party parties (including lenders) to the consummation of the transactions contemplated hereunder or in hereby between the Proxy Solicitation;parties hereto and the Formation Transactions shall have been obtained; and (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity governmental or regulatory authority or instrumentality that prohibits the consummation of the transactions contemplated hereinhereby, and no litigation or governmental proceeding seeking any such an order shall be pending or threatened threatened. The foregoing conditions may be waived by the Operating Partnership in writingits sole and absolute discretion. The obligation of each Contributor to effect the transactions contemplated hereby is subject to the following condition precedent: (a) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or governmental or regulatory authority or instrumentality that prohibits the consummation of the transactions contemplated hereby; (b) The representations and warranties of the Operating Partnership (other than Section 3.1(i), which shall not constitute a condition precedent) contained in this Agreement shall have been true and correct in all material respects on the date such representations and warranties were made, and shall be true and correct in all material respects on the Closing Date as if made at and as of such date; and (fc) There The obligations of the Operating Partnership to be performed by it shall have been duly performed by it on or before the Closing Date and the Operating Partnership shall not have occurred between the date hereof and the Closing Date breached any adverse change of its covenants contained herein in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management Businessmaterial respect.

Conditions Precedent. (a) The closing respective obligations of the Company's IPO on or before March 31, 1998, is a condition precedent to Company and the obligations of all parties to this Contribution Agreement Investor to effect the Closing are subject to the satisfaction or waiver by the Company and the Investor, prior to the Closing of each of the following conditions: (i) There being no provision of applicable Law or any Court Order that prohibits or otherwise makes illegal the consummation of the Closing. (ii) All regulatory approvals required to consummate the transaction contemplated hereby (other than the shareholder approval required for the conversion of Preferred Securities) shall have been obtained and shall remain in full force and effect. (iii) No investigation, action, suit or proceeding by a Governmental Authority shall be pending on the date of Closing, which challenges, or might reasonably be expected to result in a challenge to this Agreement, or which might reasonably be expected to give rise to a claim for damages in a material amount as a result of the consummation of the transaction contemplated by this Agreement. (iv) The Company shall have consummated simultaneously with the Closing, the transactions contemplated hereunderby Share Subscription Agreements of even date herewith entered into by and between the Company and each of ▇▇▇▇ ▇. In addition ▇'▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, or any assignee of each which has been approved in writing by the Company (such persons, together with the Investor, the "Approved Investors"). (v) The Company shall have received the written confirmation from NASDAQ that the transactions evidenced by this Agreement do not require prior stockholder approval. (b) The obligation of the Investor to effect the Closing is subject to the foregoing, satisfaction or waiver by the Operating Partnership shall not be obligated to close hereunder absent satisfaction Investor of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsconditions: (ai) The representations and Company shall have performed in all material respects all of its material obligations under this Agreement required to be performed by it at or before the Closing. (ii) Any representation or warranties of each of the Contributors Company contained herein shall have been true and correct on the date such representations and warranties were made, and in this Agreement shall be true and correct on in all material respects as of the Closing Date Closing, as if made at and as of such date;time. (biii) Each The Company and the Investor shall have entered into an Employment Agreement in the form attached hereto as Exhibit "B" (the "Employment Agreement"). (iv) The Company and the Investor shall have entered into a Registration Rights Agreement in the form attached hereto as Exhibit "C" (the "Registration Rights Agreement"). (v) The Board shall have duly adopted resolutions: (1) approving the terms of (i) this Agreement, (ii) the terms of the obligations hereunder of each Preferred Securities, (iii) the Employment Agreement, and (iv) the Registration Rights Agreement; (2) authorizing an employee share incentive program to allow for options to be issued as provided in the Employment Agreement (the "Option Plan") to be proposed to the stockholders of the Contributors shall have been duly performed Company for approval at the next convened annual general meeting of stockholders currently scheduled to occur on or before February 14, 2003 (the Closing Date;"Annual Meeting"); and (3) approving an amendment to (i) the bylaws of the Company to require a supermajority vote of the greater of (A) at least five directors or (B) at least seventy-five percent (75%) of the directors to remove or change the Chairman of the Board, and (ii) the Certificate of Incorporation of the Company to also require a vote of at least seventy-five percent (75%) of the shares of common stock to remove or change the Chairman of the Board to be proposed to the stockholders of the Company at the Annual Meeting. Copies of these Board resolutions certified by the Secretary of the Company shall be made available to the Investor no later than 14 business days after execution of this Agreement. (vi) The Company will have received a release from UBS Warburg waiving any claim to compensation arising from this Agreement or the share purchase evidenced hereby. (vii) The Company will have secured letters of resignation from all current directors not shown on Appendix 2 and shall appoint all new directors shown on Appendix 2 effective as of the Closing. (viii) The Company shall have entered into Employment Agreements with ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, Will ▇▇▇▇▇▇, Jr., ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. Neither ▇▇▇▇▇ ▇▇▇▇▇▇ nor ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ shall have terminated their Employment Agreement with the Company. (c) Concurrently with The Obligation of the Company to effect the Closing is subject to satisfaction or waiver by the Company of the following conditions: (i) The Investor shall have performed in all material respects all of its material obligations under this Agreement required to be performed by it at or before the Closing. (ii) Any representation or warranties of the Investor contained in this Agreement shall be true and correct in all material respects as of the Closing, each as if made at and as of the Contributors shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunder; (d) Except as otherwise permitted herein, each of the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party to the consummation of the transactions contemplated hereunder or in the Proxy Solicitation; (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writing; and (f) There shall not have occurred between the date hereof and the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management Businesstime.

Conditions Precedent. The closing effectiveness of the Company's IPO registration statement to be filed with the Securities and Exchange Commission on or before March 31, 1998, Form S-11 (the "Registration Statement") after the execution of this Agreement is a condition precedent to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunderby this Agreement on the Closing Date (as defined below). In addition to the foregoing, This condition may not be waived by either party. The obligations of the Operating Partnership to effect the transactions contemplated hereby shall not be obligated subject to close hereunder absent satisfaction of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsconditions: (a) The representations and warranties of each of the Contributors Contributor contained herein in this Agreement shall have been true and correct in all material respects on the date such representations and warranties were made, and shall be true and correct in all material respects on the Closing Date as if made at and as of such date; (b) Each The obligations of the obligations hereunder of each of the Contributors Contributor to be performed by it shall have been duly performed by it on or before the Closing DateDate and Contributor shall not have breached any of its covenants contained herein in any material respect; (c) Concurrently with the Closing, each of Contributor, directly or through the Contributors Attorney-in-Fact, shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunderpursuant to Section 2.3 hereof, as applicable; (d) Except as otherwise permitted herein, each of the Contributors shall have obtained all All necessary consents or approvals of any Governmental Entity governmental authorities or third party parties (including lenders) to the consummation of the transactions contemplated hereunder or in hereby between the Proxy Solicitationparties hereto and the Formation Transactions shall have been obtained; (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity governmental or regulatory authority or instrumentality that prohibits the consummation of the transactions contemplated hereinhereby, and no litigation or governmental proceeding seeking any such an order shall be pending or threatened in writingthreatened; and (f) There James A Thomas and Thomas Investment Partners, Ltd. and any other Co▇▇▇▇▇▇▇▇▇ ▇▇▇▇h own▇ ▇▇ ▇hich owned an indirect or direct interest in an Option Property (as defined in the RFM Option Agreement) shall have executed and delivered an option agreement to Robert F. Maguire III granting Robert F. Maguire III an option to ac▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇rtain limited ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and partnership interests and any other rights and interests not included in the Properties or Partnerships subject to this Agreement in the form attached hereto as Exhibit I (the "RFM Option Agreement"). The foregoing conditions may be waived by the Operating Partnership in its sole and absolute discretion. The obligation of each Contributor to effect the transactions contemplated hereby is subject to the following condition precedent: (a) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or governmental or regulatory authority or instrumentality that prohibits the consummation of the transactions contemplated hereby; (b) The concurrent closing of the transactions under the RFM Option Agreement; (c) The representations and warranties of the Operating Partnership (other than Section 3.1(i), which shall not constitute a condition precedent) contained in this Agreement shall have been true and correct in all material respects on the date such representations and warranties were made, and shall be true and correct in all material respects on the Closing Date as if made at and as of such date; and (d) The obligations of the Operating Partnership to be performed by it shall have been duly performed by it on or before the Closing Date and the Operating Partnership shall not have occurred between the date hereof and the Closing Date breached any adverse change of its covenants contained herein in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management Businessmaterial respect.

Conditions Precedent. The closing respective obligations of each party hereto to complete the Company's IPO transactions contemplated by this Agreement will be subject to the satisfaction, on or before March 31the Effective Date, 1998, is a condition precedent to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunder. In addition to the foregoing, the Operating Partnership shall not be obligated to close hereunder absent satisfaction of the following additional conditions precedent if such failure isconditions, any of which may be waived by any party hereto in the judgment of the Operating Partnership, either intentional whole or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsin part: (a) The representations and warranties of each of the Contributors contained herein shall Arrangement, with or without amendment, will have been true and correct on approved at the date such representations and warranties were made, and shall be true and correct on Meeting in accordance with the Closing Date as if made at and as of such date;Interim Order. (b) Each of The Interim Order and the obligations hereunder of each of the Contributors shall Final Order will have been duly performed on or before the Closing Date;obtained in form and substance satisfactory to PT and Newco, acting reasonably. (c) Concurrently The Exchange, if required, will have approved, as of the Effective Date, the listing and posting for trading of the New Common Shares issuable on the Arrangement, subject to compliance with the Closinglisting requirements thereof, each of or the Contributors shall have executed and delivered Exchange has prior to the Operating Partnership Effective Date conditionally approved the documents required to be delivered hereunder;listing and posting for trading of such New Common Shares. (d) Except as otherwise permitted hereinNo action will have been instituted and be continuing on the Effective Date for an injunction to restrain, each a declaratory judgment in respect of the Contributors shall have obtained all consents or approvals damages on account of any Governmental Entity or third party relating to the consummation Arrangement and no cease trading or similar order with respect to any securities of the transactions contemplated hereunder PT or in the Proxy Solicitation;Newco will have been issued and remain outstanding. (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall All material regulatory requirements will have been enactedcomplied with and all other material consents, enteredagreements, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits orders and approvals, including regulatory and judicial approvals and orders, necessary for the consummation completion of the transactions provided for in this Agreement or contemplated hereinby the Circular will have been obtained or received from the persons, and no litigation authorities or governmental proceeding seeking any such order shall be pending or threatened bodies having jurisdiction in writing; andthe circumstances, with the exception of at most 10% of Shareholders dissenting to the Arrangement. (f) There shall None of the consents, orders, regulations or approvals contemplated herein will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by PT or Newco acting reasonably. (g) PT and Newco have received all necessary orders and rulings from various securities commissions and regulatory authorities in the relevant provinces of Canada, where required. (h) This Agreement will not have occurred between the date hereof and the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management Businessbeen terminated under section 6.

Conditions Precedent. The closing Each Fund’s obligations hereunder shall be subject to (a) performance by the other Fund of all its obligations to be performed hereunder at or before the Closing, (b) all representations and warranties on behalf of the Company's IPO on or before March 31other Fund contained herein being true and correct in all material respects at the date hereof and, 1998, is a condition precedent to the obligations of all parties to this Contribution Agreement to effect except as they may be affected by the transactions contemplated hereunderhereby, at the Effective Time, with the same force and effect as if made at that time, and (c) the following further conditions that, at or before that time: 5.1 This Agreement and the transactions contemplated hereby shall have been duly adopted and approved by the Board, on behalf of each Fund; 5.2 All necessary filings shall have been made with the Commission and state securities authorities, and no order or directive shall have been received that any other or further action is required to permit Corporation to carry out the transactions contemplated hereby. In addition The N-14 shall have become effective under the 1933 Act, no stop orders suspending the effectiveness thereof shall have been issued, and, to Corporation’s best knowledge, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened, or contemplated under the 1933 Act or the ▇▇▇▇ ▇▇▇. The Commission shall not have issued an unfavorable report with respect to the foregoingReorganization under section 25(b) of the 1940 Act nor instituted any proceedings seeking to enjoin consummation of the transactions contemplated hereby under section 25(c) of the 1940 Act. All consents, orders, and permits of federal, state, and local regulatory authorities (including the Commission and state securities authorities) Corporation deems necessary to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain same would not involve a risk of a material adverse effect on either Fund’s assets or properties; 5.3 At the Effective Time, no action, suit, or other proceeding shall be pending (or, to Corporation’s best knowledge, threatened to be commenced) before any court, governmental agency, or arbitrator in which it is sought to enjoin the performance of, restrain, prohibit, affect the enforceability of, or obtain damages or other relief in connection with, the Operating Partnership transactions contemplated hereby; 5.4 Prior to the Closing, Target Fund shall not be obligated have declared a dividend or dividends which, together with all previous such dividends shall have the effect of distributing to close hereunder absent satisfaction Target Fund Shareholders all of Target Fund’s investment company taxable income for all taxable periods ending at the Effective Time (computed without regard to any deduction for dividends paid) and all of the following additional net capital gains realized in all taxable periods ending at the Effective Time (after reduction for any capital loss carryforward). 5.5 At any time before the Closing, Corporation may waive any of the foregoing conditions precedent if such failure is(except those set forth in paragraphs 5.1, 5.2 and 5.4) if, in the judgment of the Operating PartnershipBoard, either intentional or likely to that waiver will not have a Material Adverse Effect material adverse effect on the Operating Partnership or its future operations: (a) The representations and warranties of each of the Contributors contained herein shall have been true and correct on the date such representations and warranties were made, and shall be true and correct on the Closing Date as if made at and as of such date; (b) Each of the obligations hereunder of each of the Contributors shall have been duly performed on or before the Closing Date; (c) Concurrently with the Closing, each of the Contributors shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunder; (d) Except as otherwise permitted herein, each of the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party to the consummation of the transactions contemplated hereunder or in the Proxy Solicitation; (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writing; and (f) There shall not have occurred between the date hereof and the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management Businessapplicable Fund’s shareholders’ interests.

Conditions Precedent. The closing effectiveness of the Company's IPO ’s Registration Statement on or before March 31Form S-11 to be filed with the Securities and Exchange Commission after the execution of this Agreement (as amended from time to time, 1998, is a condition the “Registration Statement”) and the consummation of the Public Offering are conditions precedent to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunderby this Agreement on the Closing Date (as defined in Section 2.2). In addition These conditions may not be waived by any party to this Agreement. The obligations of the foregoing, Company and the Operating Partnership to effect the transactions contemplated hereby and the Formation Transactions shall not be obligated subject to close hereunder absent satisfaction of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsprecedent: (a) The the representations and warranties of each of the Contributors Contributor contained herein in this Agreement shall have been true and correct on the date such representations and warranties were made, made and shall be true and correct on the Closing Date as if made at and as of such datethe Closing Date; (b) Each of the obligations hereunder of each of the Contributors obligation to be performed by each Contributor it shall have been duly performed by such Contributor on or before the Closing Date, and such Contributor shall not have breached any of its covenants contained herein; (c) Concurrently concurrently with the Closing, each of Contributor, directly or through the Contributors Attorney-in-Fact (as defined in Section 6.1), shall have executed and delivered to the Operating Partnership Company the documents required to be delivered hereunderpursuant to Section 2.3; (d) Except as otherwise permitted herein, each of the Contributors shall have obtained all necessary consents or approvals of any Governmental Entity governmental authorities or third party parties (including, without limitation, lenders to any Contributor or Participating Entity) to the consummation of the transactions contemplated hereunder herein and the Formation Transactions shall have been obtained, other than the consents or in approvals of lenders whose loans are to be repaid before or immediately after the Proxy SolicitationClosing; (e) No there shall not have occurred between the date hereof and the Closing Date any material adverse change in any of the assets, business, financial condition, results or prospects of operation of the Properties, taken as a whole; (f) no order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity governmental or regulatory authority or instrumentality that prohibits the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such an order shall be pending or threatened in writing; and (fg) There at the Closing, each Participating Entity shall not have occurred between obtained an irrevocable commitment (in the date hereof and form of a title company signed closing instruction letter) from a title insurance company satisfactory to the Company (the “Title Insurance Company”) to issue as of the Closing Date any adverse change an ALTA Owner’s Title Insurance Policy 1992 Form for each Property, insuring each of the Participating Entities’ fee simple title to each Property owned by the Contributors (as opposed to Properties for which the Contributors lease and/or have contractual rights to purchase or offer to purchase all as set forth on Exhibit B) as of the Closing Date, including all recorded appurtenant easements insured as separate easements described in any Titleholder's assets“Schedule A” to such Title Policies (as defined below) if such easements are necessary to the function of the property, businesswith gap coverage from the Contributors through the date of recording (if applicable), financial conditionsubject only to Permitted Liens (as defined in Section 3.3(a)), results in such amounts as the Company reasonably determines to be the value of operations or prospects or the Management BusinessProperty insured thereunder, and each of such policies shall name the Company and the Operating Partnership as additional insureds (to the extent such endorsement naming the Company as an additional insured is available on a commercially reasonable basis), shall have the creditor’s rights exception deleted, shall contain all endorsements reasonably requested by the Company (including, without limitation, extended coverage endorsements and non-imputation endorsements to the extent available), may contain a survey exception and shall otherwise be in form and substance reasonably satisfactory to the Company (collectively, the “Title Policies”). Any of the foregoing conditions in clauses (a) through (g) may be waived by the Company in its sole and absolute discretion.

Conditions Precedent. The closing effectiveness of the Company's IPO registration statement to be filed with the Securities and Exchange Commission on or before March 31, 1998, Form S-11 (the "Registration Statement") after the execution of this Agreement is a condition precedent to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunderby this Agreement on the Closing Date (as defined below). In addition to the foregoing, The obligations of the Operating Partnership to effect the transactions contemplated hereby shall not be obligated subject to close hereunder absent satisfaction of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsprecedent: (a) The representations and warranties of each of the Contributors Contributor contained herein in this Agreement shall have been true and correct in all material respects on the date such representations and warranties were made, and shall be true and correct in all material respects on the Closing Date as if made at and as of such date; (b) Each of the The obligations hereunder of each of the Contributors Contributor contained in this Agreement to be performed by it shall have been duly performed by it on or before the Closing DateDate and such Contributor shall not have breached any of its covenants contained herein in any material respect; (c) Concurrently with the Closing, each of Contributor, directly or through the Contributors Attorney-in-Fact, shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunderpursuant to Section 2.3 hereof; (d) Except as otherwise permitted herein, each of the Contributors Each Contributor shall have obtained all and delivered to the Operating Partnership any consents or approvals of any Governmental Entity (as defined in Exhibit D) or third party parties (including, without limitation, any lenders and lessors) required to the consummation of consummate the transactions contemplated hereunder or hereby and the Formation Transactions as listed in the Proxy SolicitationDisclosure Schedule; (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated hereinhereby, and no litigation or governmental proceeding seeking any such an order shall be pending or threatened in writing; andthreatened; (f) There shall not have occurred between the date hereof and the Closing Date any material adverse change in any Titleholder's of the assets, business, financial condition, results of operations or prospects of operation of the Partnerships and the Participating Properties, taken as a whole; (g) The contribution of the Partnership Interests and Property Interests (if any) is approved by the Participating Partnerships' respective partners and members to the extent such approval is required by the applicable limited partnership agreements and limited liability company operating agreements; and (h) All employment agreements (whether written or oral) between the Management Businessemployees and the Participating Partnerships or Development shall have been terminated in writing, and except to the extent liabilities thereunder have been assumed by the Operating Partnership, all obligations thereunder shall have been satisfied. Any or all of the foregoing conditions may be waived by the Operating Partnership in its sole and absolute discretion.

Conditions Precedent. (a) The closing obligations of the Company's IPO on or before March 31, 1998, is a condition precedent to the obligations of all parties to this Contribution Agreement Operating Partnership to effect the transactions contemplated hereunder. In addition hereby shall be subject to the foregoingfollowing conditions (it being understood that, without limiting any covenants or obligations expressed elsewhere in this Agreement, the Operating Partnership provisions of this Section 2.1 (a) shall only be conditions to Closing and shall not be obligated to close hereunder absent satisfaction of the following independently create any additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional covenants or likely to have a Material Adverse Effect representations and warranties on the Operating Partnership or its future operations:part of any Contributor): (ai) The representations and warranties of each of the Contributors Contributor contained herein in this Agreement shall have been true and correct in all material respects (except for such representations and warranties that are qualified by materiality or “Material Adverse Effect” (which, as used herein, means a material adverse effect on the assets, business, financial condition or results of operation of the Operating Partnership taken as a whole (on a pro forma basis assuming the consummation of the transactions contemplate hereby) or, if applicable, the applicable party hereto), which representations and warranties shall have been true and correct in all respects) on the date such representations and warranties were made, made and shall be true and correct in the manner described above on the Pre-Closing Date (as defined in Section 2.2. below) as if made at and as of such date; (bii) Each of the The obligations hereunder of each of the Contributors Contributor contained in this Agreement shall have been duly performed on or before the Pre-Closing DateDate and no such Contributor shall have breached any of such Contributor’s covenants contained herein in any material respect; (ciii) Concurrently with the Closing, each of the Contributors Each Contributor shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunderpursuant to Sections 2.3 and 2.4 hereof; (div) Except as otherwise permitted herein, each of the The Contributors shall have obtained all delivered to the Operating Partnership any consents or approvals of any Governmental Entity (as defined in Exhibit C) or third party parties (including, without limitation, any Lenders and lessors) set forth on Schedule 2.3 to the consummation of the transactions contemplated hereunder or Disclosure Schedule (as defined in the Proxy SolicitationSection 3.3 below); (ev) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated hereinhereby, and no litigation or governmental proceeding seeking any such an order shall be pending or threatened in writingthreatened; (vi) The Company’s registration statement on Form S-11 to be filed after the date hereof with the Securities and Exchange Commission (the “SEC”) shall have become effective under the Securities Act of 1933, as amended, and shall not be the subject of any stop order or proceeding by the SEC seeking a stop order; and (fvii) There The IPO Closing (as defined in Section 2.2 below) shall be occurring simultaneously with the Closing (or the Closing shall occur prior to, but conditioned upon the immediate subsequent occurrence of, the IPO Closing). Any or all of the foregoing conditions may be waived by the Operating Partnership in its sole and absolute discretion. (b) The obligations of the Contributors to effect the transactions contemplated hereby shall be subject to the following conditions (it being understood that, without limiting any covenants or obligations expressed elsewhere in this Agreement, the provisions of this Section 2.1(b) shall only be conditions to Closing and shall not independently create any additional covenants or representations and warranties of the Operating Partnership): (i) The representations and warranties of each of the Operating Partnership and the Company contained in this Agreement shall have occurred between been true and correct in all material respects (except for such representations and warranties that are qualified by materiality or Material Adverse Effect, which representations and warranties shall have been true and correct in all respects) on the date such representations and warranties were made and shall be true and correct on the Pre-Closing Date as if made at and as of such date; (ii) The obligations of each of the Operating Partnership and the Company contained in this Agreement shall have been duly performed on or before the Pre-Closing Date and neither the Operating Partnership nor the Company shall have breached any of their respective covenants contained herein in any material respect; (iii) The Company and the Operating Partnership shall each have executed and delivered to the Contributors the documents required to be delivered pursuant to Sections 2.3 and 2.4 hereof; (iv) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated hereby, and no litigation or governmental proceeding seeking such an order shall be pending or threatened; (v) The Company’s registration statement on Form S-11 to be filed after the date hereof with the SEC shall have become effective under the Securities Act of 1933, as amended, and shall not be the subject of any stop order or proceeding by the SEC seeking a stop order; and (vi) The IPO Closing shall be occurring simultaneously with the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects (or the Management BusinessClosing shall occur prior to, but conditioned upon the immediate subsequent occurrence of, the IPO Closing).

Conditions Precedent. The closing of the CompanyEach Fund's IPO on or before March 31, 1998, is a condition precedent obligations hereunder shall be subject to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunder. In addition to the foregoing, the Operating Partnership shall not be obligated to close hereunder absent satisfaction of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operations: (a) The performance by the corresponding Fund of all its obligations to be performed hereunder at or before the Effective Time, (b) all representations and warranties of each of the Contributors corresponding Fund contained herein shall have been being true and correct on in all material respects as of the date such representations hereof and, except as they may be affected by the transactions contemplated hereby, as of the Effective Time, with the same force and warranties were made, and shall be true and correct on the Closing Date effect as if made at and as of such date;the Effective Time, and (c) the following further conditions that, at or before the Effective Time: (b) Each of 6.1. This Agreement and the obligations hereunder of each of the Contributors transactions contemplated hereby shall have been duly performed on or before adopted and approved by each Board and shall have been approved by Target Fund's shareholders in accordance with Fortis' Articles of Incorporation and By-Laws and applicable law. 6.2. The Amendment shall have been duly approved by Fortis' board of directors and shall have been approved by Target Fund's shareholders in accordance with Fortis' Articles of Incorporation and By-Laws and applicable law, and the Closing Date; (c) Concurrently Amendment shall have been duly filed with the ClosingMinnesota Secretary of State. 6.3. All necessary filings shall have been made with the SEC and state securities authorities, each and no order or directive shall have been received that any other or further action is required to permit the parties to carry out the transactions contemplated hereby. The Registration Statement shall have become effective under the 1933 Act, no stop orders suspending the effectiveness thereof shall have been issued, and the SEC shall not have issued an unfavorable report with respect to the Reorganization under section 25(b) of the Contributors shall have executed and delivered 1940 Act nor instituted any proceedings seeking to the Operating Partnership the documents required to be delivered hereunder; (d) Except as otherwise permitted herein, each of the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party to the enjoin consummation of the transactions contemplated hereunder or hereby under section 25(c) of the 1940 Act. All consents, orders, and permits of federal, state, and local regulatory authorities (including the SEC and state securities authorities) deemed necessary by either Investment Company to permit consummation, in the Proxy Solicitation; (e) No orderall material respects, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated hereinhereby shall have been obtained, and except where failure to obtain same would not involve a risk of a material adverse effect on either Fund's assets or properties, provided that either Acquiring Fund or Fortis may for itself waive any of such conditions. 6.4. At the Effective Time, no litigation action, suit, or governmental other proceeding seeking any such order shall be pending before any court or threatened governmental agency in writingwhich it is sought to restrain or prohibit, or to obtain damages or other relief in connection with, the transactions contemplated hereby. 6.5. Fortis shall have received an opinion of counsel to Acquiring Fund substantially to the effect that: 6.5.1. Acquiring Fund is a corporation duly organized, validly existing, and in good standing under the laws of the State of Maryland with power under its Articles of Incorporation to own all its properties and assets and, to the knowledge of such counsel, to carry on its business as presently conducted; 6.5.2. This Agreement has been duly authorized, executed, and delivered by Aquiring Fund; and (f) There shall not have occurred between no approval of this Agreement by Acquiring Fund's shareholders is required under Acquiring Fund's Articles or Incorporation or By-Laws, or applicable law; and assuming due authorization, execution, and delivery of this Agreement by Fortis on behalf of Target Fund, this Agreement is a valid and legally binding obligation of Acquiring Fund, enforceable in accordance with its terms, except as the date hereof same may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results similar laws relating to or affecting creditors' rights and by general principles of operations or prospects or the Management Business.equity;

Conditions Precedent. The closing obligations of the Company's IPO on or before March 31, 1998, is a condition precedent to the obligations of all parties to this Contribution Agreement to effect consummate the Merger and the transactions contemplated hereunder. In addition by this Agreement shall be subject to fulfillment by the parties hereto at or prior to the foregoing, the Operating Partnership shall not be obligated to close hereunder absent satisfaction Effective Time of each of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsconditions: (a) The representations and warranties of each of the Contributors contained herein Registration Statement shall have been true deemed or declared effective by the SEC under the Securities Act; no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC; and correct on no proceeding for that purpose shall have been initiated or, to the date such representations knowledge of HoldingCo or the Company, threatened by the SEC and warranties were madenot concluded or withdrawn. No similar proceeding with respect to the Proxy Statement shall have been initiated or, to the knowledge of HoldingCo or the Company, threatened by the SEC and shall be true and correct on the Closing Date as if made at and as of such date;not concluded or withdrawn. (b) Each of This Agreement and the obligations hereunder of each of the Contributors Merger shall have been duly performed on or before approved by the Closing Date;requisite vote of the stockholders of the Company in accordance with Applicable Law and the Amended and Restated Articles of Incorporation of the Company, as may be amended from time to time. (c) Concurrently with The HoldingCo Common Stock to be issued pursuant to the Closing, each of the Contributors Merger shall have executed and delivered to been approved for listing on the Operating Partnership NASDAQ Stock Market (the documents required to be delivered hereunder;“NASDAQ”) by The NASDAQ Stock Market, LLC. (d) Except as otherwise permitted herein, each of the Contributors The Company shall have made such filings, and obtained such permits, authorizations, consents, approvals or terminations or expirations of waiting periods as are required by the corporate and insurance laws and regulations of all consents or approvals of any Governmental Entity or third party to the consummation of the transactions contemplated hereunder or in the Proxy Solicitation;applicable jurisdictions. (e) No order, statute, rule, regulation, executive order, injunction, stay, decree decree, judgment or restraining order that is in effect shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity governmental or regulatory authority or instrumentality that prohibits or makes illegal the consummation of the Merger or the transactions contemplated herein, and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writing; andhereby. (f) There The Company and HoldingCo shall not have occurred between received a written opinion of Shearman & Sterling LLP (or other nationally recognized tax counsel reasonably acceptable to Company and HoldingCo), dated as of the closing date hereof of the Merger, in form and substance reasonably satisfactory to the Closing Date any adverse change Company and HoldingCo to the effect that the Merger should constitute a “reorganization” within the meaning of Section 368(a) of the Code and/or an exchange described in any Titleholder's assetsSection 351(a) of the Code. In rendering its opinion, businesscounsel shall be entitled to receive and rely upon representations contained in certificates of officers of Company or HoldingCo, financial condition, results of operations or prospects or the Management Businessreasonably satisfactory in form and substance to such counsel.

Conditions Precedent. 9.1 The closing of the Company's IPO on or before March 31, 1998, is a condition following are conditions precedent to the obligations of all parties the Underwriters to this Contribution Agreement to effect close the transactions contemplated hereunder. In addition by this Agreement, which conditions the Corporation covenants to exercise all commercially reasonable efforts to have fulfilled at or prior to the foregoing, Closing Time and which conditions may be waived in writing in whole or in part by the Operating Partnership shall not be obligated to close hereunder absent satisfaction Underwriters at any time. If any of the following additional conditions precedent if such failure isare not met, in the judgment each of the Operating Partnership, either intentional or likely Underwriters may terminate its obligations under this Agreement without prejudice to have a Material Adverse Effect on any other remedies it may have. At the Operating Partnership or its future operationsClosing Time: (a) The the Canadian Final Prospectus shall have been filed with the Securities Commissions and the U.S Final Prospectus and the Registration Statement shall have been filed with the SEC; the Registration Statement shall have become effective under the U.S. Securities Act; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SEC; no order having the effect of preventing or suspending the use of any prospectus (including any Issuer Free Writing Prospectus) relating to the Offered Shares shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Securities Commissions or the SEC; and all requests for additional information on the part of the Securities Commissions and the SEC shall have been complied with to the reasonable satisfaction of the Underwriters; (b) the Underwriters shall have received a certificate, dated the Closing Date, from the Chief Executive Officer and the Chief Financial Officer of the Corporation, or by such other senior officers satisfactory to the Underwriters, acting reasonably, certifying on behalf of the Corporation and not in their respective personal capacity and without personal liability, that: (i) the Corporation has complied with and satisfied, in all material respects, the covenants, terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to the Closing Time; (ii) the representations and warranties of each of the Contributors Corporation contained herein shall have been are true and correct on in all materials respects (except in the date case where such representations and warranties were madeare qualified by “material adverse effect” or other concepts of materiality, in which case such representations and warranties shall be true and correct on in all respects) as of the Closing Date Time with the same force and effect as if made at and as of the Closing Time, except for such daterepresentations and warranties which are made as of a specific date other than the Closing Date; and (iii) there has been no material adverse change, financial or otherwise, as at the Closing Date, in the business, operations, or condition (financial or otherwise) of the Corporation and its subsidiaries (taken as a whole) from that disclosed in the Canadian Final Prospectus, the U.S. Final Prospectus or any Prospectus Amendment; (bc) Each of the obligations hereunder of each of the Contributors Corporation shall have furnished to the Underwriters evidence that the Offered Shares have been duly performed conditionally approved for listing and trading on or before the TSX and that the Offered Shares purchased at that time will be posted for trading on the TSX and authorized for trading on the NYSE American on the Closing Date; (cd) Concurrently with the Closing, each Underwriters shall have received a comfort letter of the Contributors shall have executed and delivered Corporation’s auditor addressed to the Operating Partnership Underwriters, the documents required to be delivered hereunder; (d) Except as otherwise permitted herein, each Corporation and the board of directors of the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party Corporation, and dated the Closing Date, in form and substance satisfactory to the consummation of Underwriters, acting reasonably, bringing the transactions contemplated hereunder or information contained in the Proxy Solicitationcomfort letter or letters from such auditor referred to in section 3.1(e) hereof forward to the Closing Time, which comfort letter shall be based on a review having a cut-off date not more than three business days prior to the Closing Date; (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order the Underwriters shall have been enactedreceived, entereddated the Closing Date (i) legal opinions from ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, promulgated Canadian counsel for the Corporation (or enforced by any court where applicable, opinions of competent jurisdiction or Governmental Entity that prohibits local counsel as to the consummation laws other than those of Canada and the Province of British Columbia), to the effect set forth in Schedule A hereto, (ii) legal opinions and a negative assurance letter from ▇▇▇▇▇▇ & Whitney LLP, U.S. counsel for the Corporation, to the effect set forth in Schedule B hereto, (iii) legal opinions from ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, Canadian counsel for the Underwriters, with respect to the offering and sale of the transactions contemplated hereinOffered Shares in Canada, the Canadian Final Prospectus and other related matters as the Underwriters may reasonably require, and no litigation or governmental proceeding seeking (iv) legal opinions and a negative assurance letter from ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, U.S. counsel for the Underwriters, with respect to the offering and sale of the Offered Shares in the United States, the Registration Statement, the U.S. Final Prospectus (together with any such order supplement thereto) and other related matters as the Underwriters may reasonably require, it being understood that counsel for the Underwriters may rely on the opinions of counsel for the Corporation and the opinions of local counsel in the Canadian Qualifying Jurisdictions as to all matters not governed by the laws of the respective jurisdictions in which they are qualified to practice, and that all counsel may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of the Corporation, auditors and public officials, and that the opinions of counsel may be subject to usual qualifications as to equitable remedies, creditors’ rights laws and public policy considerations; (f) the Underwriters shall be pending or threatened have received favourable legal opinions from counsel to the Corporation in writingthe relevant local jurisdictions, dated as of the Closing Date and in form and substance acceptable to the Underwriters, acting reasonably, with respect to title to and ownership rights in Corporation’s material property being the Las Chispas Property; (g) evidence satisfactory to the Lead Underwriter that FINRA shall not have raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements of the offering and sale of the Offered Shares; and (fh) There shall not have occurred between at the Closing Time, certificates of good standing (or equivalent) for the Corporation and the Subsidiaries, each dated within one business day (or such earlier or later date as the Underwriters may accept) of the Closing Date; (i) at the Closing Time, a certificate of the registrar and transfer agent of the common shares of the Corporation, which certifies the number of common shares of the Corporation issued and outstanding on the date hereof prior to the Closing Date; (j) the Underwriters shall have received at the Closing Time, such other materials (the “Closing Materials”) as the Underwriters may reasonably require and as are customary in a transaction of this nature, and the Closing Materials will be addressed to the Underwriters and to such parties as may be reasonably directed by the Underwriters and will be dated as of the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects or such other date as the Management Business.Underwriters may reasonably require;

Conditions Precedent. 6.1 The closing of the Company's IPO on or before March 31, 1998, is a condition precedent following are conditions to the obligations of all parties the Agent to this Contribution Agreement to effect complete the transactions contemplated hereunder. In addition to the foregoing, the Operating Partnership shall not be obligated to close hereunder absent satisfaction of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsthis Agreement: (a) The representations and warranties of each of the Contributors contained herein shall have been true and correct on the date such representations and warranties were made, and shall be true and correct on the Closing Date as if made at and as of such dateOffering being fully subscribed for; (b) Each all actions required to be taken by or on behalf of the obligations hereunder Company, including the passing of each all requisite resolutions of directors and shareholders of the Contributors shall Company, will have been duly performed taken so as to approve the Prospectuses and Listing Applications and to validly distribute the Shares, the Compensation Options and the Compensation Shares and to such other matters as the Agent may reasonably require; (c) the Company will have made all filings with and obtained all receipts, approvals, consents and acceptances of the Regulatory Authorities for the Prospectuses and Listing Applications necessary to permit the Company to complete its obligations hereunder; (d) the Shares (including the Compensation Shares) will have been conditionally listed for trading on the Exchange; (e) the Company will have, within the required time, delivered the required Comfort Letters, Legal Opinions, Officer’s Certificates and other Closing Materials as the Agent may reasonably require; (f) no order ceasing or before suspending trading in any securities of the Company, or ceasing or suspending trading by the directors, officers or promoters of the Company, or any one of them, or prohibiting the trade or distribution of any of the securities referred to herein will have been issued and no proceedings for such purpose, to the knowledge of the Company, will be pending or threatened; (g) no adverse Material Change will have occurred in the business of the Company prior to the Closing Date; (ch) Concurrently with the Closing, Agent shall have received from each director and officer of the Contributors shall have executed and delivered to Company lock‐up agreements substantially in the Operating Partnership the documents required to be delivered hereunderform of Schedule “A” hereto; (di) Except as otherwise permitted hereinthe Company will have, each at the Time of the Contributors shall have obtained Closing, complied with all consents or approvals of any Governmental Entity or third party its covenants and obligations to be complied with prior to the consummation Time of the transactions contemplated hereunder or Closing contained in the Proxy Solicitation; (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writingthis Agreement; and (fj) There shall the representations and warranties of the Company contained in this Agreement will be materially true and correct as of the Time of Closing as if such representations and warranties had been made as of the Time of Closing. 6.2 The Agent’s obligations under this Agreement with respect to acting as agent for the purposes of the Offering are also conditional upon and subject to: (a) the Company allowing the Agent and its representatives to conduct all due diligence, which the Agent may reasonably require in connection with the Offering; and (b) prior to the filing of the Final Prospectus, the Agent’s due diligence review not have occurred between revealing any material adverse information or fact that is not generally known to the date hereof and public that might, as determined in the Closing Date any adverse change in any Titleholder's assetssole discretion of the Agent, business, financial condition, results materially adversely affect the value or market price of operations or prospects the Offered Shares or the Management Businessinvestment quality or marketability of the Offered Shares.

Conditions Precedent. The closing 2.1. TECTON’s obligations to carry out the terms of the Company's IPO on or before March 31, 1998, is a condition precedent this Agreement and to complete its transactions contemplated under this Agreement are subject to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunder. In addition fulfillment to the foregoing, the Operating Partnership shall not be obligated to close hereunder absent satisfaction of TECTON of each of the following additional conditions precedent if such failure is, in at or prior to the judgment Time of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsClosing: (a) ENDURANCE shall have complied with all of its covenants and agreements contained in this Agreement; and (b) ENDURANCE shall transfer, or will cause to be transferred, to TECTON one hundred percent (100%) of the issued and outstanding LLC Units; and (c) the representations and warranties of ENDURANCE contained in this Agreement or contained in any certificates or documents delivered by ENDURANCE pursuant to this Agreement shall be completely true as if such representations and warranties had been made as of the Time of Closing; and (d) The conditions set forth above are for the exclusive benefit of TECTON and may be waived by TECTON in whole or in part at any time at or before the Time of Closing. 2.2. ENDURANCE’s obligation to carry out the terms of this Agreement and to complete the transactions contemplated under this Agreement are subject to the fulfillment to ENDURANCE’s satisfaction of each of the following conditions at or prior to the Time of Closing: (a) TECTON shall have complied with all of its covenants and agreements contained in this Agreement; and (b) The representations and warranties of each of the Contributors TECTON contained herein in this Agreement or contained in any certificates or documents delivered by it pursuant to this Agreement shall have been be completely be true and correct on the date in all material respects as if such representations and warranties were madehad been made by TECTON as of the Closing Date. (c) The conditions set forth above are for the exclusive benefit of ENDURANCE and may be waived by ENDURANCE in whole or in part at or before the Time of Closing. 2.3. The PARTIES acknowledge and agree that this Agreement and all of the transactions contemplated under this Agreement are subject to receipt of any regulatory approvals that may be required under applicable laws. If any such approvals are required but are not obtained by the Closing Date, then this Agreement shall terminate and be of no further force or effect 2.4. This Agreement shall immediately terminate and be true of no further force or effect in the event that prior to the Closing: (a) TECTON is issued a cease trade or similar order from the U.S. Securities and correct Exchange Commission (the “SEC”) or the FINRA halting trading in TECTON’s common stock on the Closing Date as if made at and as of such date;Over-the-Counter Pink Sheets for any reason; or (b) Each of the obligations hereunder of each of the Contributors shall have been duly performed on or before the Closing Date;TECTON and ENDURANCE agree to terminate this Agreement by mutual written consent; or (c) Concurrently with ENDURANCE determines that: (i) TECTON is in dereliction of SEC compliance wherein rehabilitation is not practical, or (ii) the Closing, each completion of the Contributors shall have executed and delivered transaction contemplated herein will cause significant harm to the Operating Partnership the documents required goodwill of ENDURANCE or hinder ENDURANCE’S ability to be delivered hereunder;conduct its business. (d) Except as otherwise permitted herein, each Each of the Contributors foregoing shall have obtained all consents or approvals of any Governmental Entity or third party to the consummation of the transactions contemplated hereunder or in the Proxy Solicitation;be considered a “Terminating Event”. (e) No order, statute, rule, regulation, executive order, injunction, stay, decree The conditions set forth above are for the exclusive benefit of ENDURANCE and may be waived by the ENDURANCE in whole or restraining order shall have been enacted, entered, promulgated in part at or enforced by any court before the Time of competent jurisdiction or Governmental Entity that prohibits Closing. In the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writing; and (f) There shall not have occurred between the date hereof and the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management Business.event that;

Conditions Precedent. The closing obligation of the Company's IPO on or before March 31, 1998, is a condition precedent to the obligations of all parties to this Contribution Agreement to effect consummate the Acquisition and the transactions contemplated hereunder. In addition by this Agreement are subject to the foregoingfollowing conditions that may be waived, to the extent permitted by law: 4.01. Each party must obtain the approval of its board of directors and such approval shall not have been rescinded or restricted. 4.02. Each party shall obtain all requisite licenses, permits, consents, authorizations and approvals required to complete the Acquisition and the transactions contemplated by this Agreement. 4.03. There shall be no claim or litigation instituted or threatened in writing by any person or government authority seeking to restrain or prohibit any of the contemplated transactions contemplated by this Agreement or challenge the right, title and interest of UTEK in the PATI Shares or the right of PATI or UTEK to consummate the Acquisition contemplated hereunder. 4.04. The representations and warranties of the parties shall be true and correct in all material respects at the Effective Date. 4.05. The Technology and Intellectual Property has been prosecuted in good faith with reasonable diligence. 4.06. To the best knowledge of UTEK and PATI, the Operating Partnership License Agreement are valid and in full force and effect without any default in this Agreement. 4.07. WEGY shall not be obligated to close hereunder absent satisfaction have received, at or within 5 days of Closing Date, each of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsfollowing: (a) The representations and warranties of each of the Contributors contained herein shall have been true and correct on stock certificates representing the date such representations and warranties were madePATI Shares, and shall be true and correct on the Closing Date as if made at and as of such dateduly endorsed (or accompanied by duly executed stock powers) by UTEK for cancellation; (b) Each of the obligations hereunder of each of the Contributors shall have been duly performed on or before the Closing Dateall documentation relating to PATI’s business, all in a form and substance satisfactory to WEGY; (c) Concurrently with the Closingsuch agreements, each of the Contributors shall have executed files and delivered other data and documents pertaining to the Operating Partnership the documents required to be delivered hereunderPATI’s business as WEGY may reasonably request; (d) Except as otherwise permitted herein, each copies of the Contributors shall have obtained general ledgers and books of account of PATI, and all consents or approvals federal, state and local income, franchise, property and other tax returns filed by PATI since the inception of any Governmental Entity or third party to the consummation of the transactions contemplated hereunder or in the Proxy SolicitationPATI; (e) No ordercertificates of (i) the Secretary of State of the State of Florida as to the legal existence and good standing, statuteas applicable, rule(including tax) of PATI in Florida; (f) the original corporate minute books of PATI, regulationincluding the articles of incorporation and bylaws of PATI, executive orderand all other documents filed in this Agreement; (g) all consents, injunction, stay, decree assignments or restraining order shall have been enacted, entered, promulgated or enforced by any court related documents of competent jurisdiction or Governmental Entity that prohibits conveyance to give WEGY the consummation benefit of the transactions contemplated hereinhereunder; (h) such documents as may be needed to accomplish the Closing under the corporate laws of the states of incorporation of WEGY and PATI, and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writing; and (fi) There such other documents, instruments or certificates as WEGY, or their counsel may reasonably request. 4.08. WEGY shall not have occurred between completed due diligence investigation of PATI to WEGY’s satisfaction in their sole discretion. 4.09. WEGY shall receive the date hereof and resignation effective the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management Businesseach director and officer of PATI.

Conditions Precedent. The closing of the Company's IPO on or before March 31, 1998, Merger is a condition precedent subject to the obligations of all parties to this Contribution Agreement to effect fulfilment or waiver (as the transactions contemplated hereunder. In addition to the foregoingcase may be) of, among other things, the Operating Partnership shall not be obligated to close hereunder absent satisfaction of following conditions (the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operations“Conditions”) set out below: (a) The representations all approvals, consents and warranties filings required, or the expiration or termination of each any applicable waiting period under the following laws and regulations, or from the following governmental entities, having been obtained: (i) the U.S. ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of the Contributors contained herein shall have been true and correct on the date such representations and warranties were made, and shall be true and correct on the Closing Date as if made at and as of such date1976; (bii) Each the Anti-Monopoly Bureau of the obligations hereunder Ministry of each Commerce of the Contributors People’s Republic of China (“PRC”); (iii) the relevant PRC securities regulations and PRC governmental entities (including from the National Development and Reform Commission of the PRC, Ministry of Commerce of the PRC and the State Administration of the Foreign Exchange of the PRC) (collectively, the “PRC Overseas Investment Approvals”) other than such PRC Overseas Investment Approvals as the Purchaser, in its sole discretion, shall have determined to waive; and (iv) the Committee on Foreign Investment in the United States; (i) there having been duly performed on no order issued by any governmental entity of competent jurisdiction or before other legal restraint or prohibition restraining, enjoining, making illegal, prohibiting or otherwise preventing, and (ii) no applicable law having been enacted by any governmental entity that prohibits or otherwise prevents or makes illegal, the Closing Dateclosing of the Merger or any of the other transactions contemplated by the Merger Agreement; (c) Concurrently with the Closing, each shareholder approval of the Contributors shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunderPurchaser having been obtained; (d) Except as otherwise permitted herein, each of the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party to the consummation of the transactions contemplated hereunder or in the Proxy SolicitationMFLEX Stockholder Approval having been obtained; (e) No orderthere shall not have occurred any change, event, circumstance, development or effect that has had individually or in the aggregate, a Company Material Adverse Event (as defined in the Merger Agreement); (f) the respective representations and warranties of MFLEX, the Purchaser and Merger Sub, as set out in the Merger Agreement, being true and correct as at the relevant dates; (g) there having been no action taken, regulatory or governmental approval granted or issued or any statute, rule, regulation, executive order, injunction, stay, order or decree or restraining order shall have been enacted, entered, promulgated enforced or enforced by any court of competent jurisdiction deemed applicable to the Merger or Governmental Entity that prohibits the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking by the Merger Agreement that imposes any such order shall be pending or threatened Burdensome Condition (as defined in writingthe Merger Agreement); and (fh) There shall each of MFLEX, the Purchaser and Merger Sub having performed or complied with, in all material respects, each of its obligations, agreements and covenants under the Merger Agreement. The Purchaser and Merger Sub have represented and warranted to MFLEX, among other things, that it has executed (i) a mezzanine financing commitment letter from BOC Asset Management Company Limited, and (ii) a term loan commitment letter from Bank of China, New York Branch, pursuant to which the relevant lenders have committed to lend the amounts set forth therein to the Purchaser and Merger Sub, which amounts, together with the cash balances of the Purchaser and Merger Sub, will be sufficient to enable the Purchaser and Merger Sub to make all payments required to be made in connection with the transactions contemplated by the Merger Agreement. The Purchaser and Merger Sub have further represented and warranted to MFLEX that their obligations under the Merger Agreement, including the obligation to pay the Merger Consideration, are not have occurred between the date hereof and the Closing Date subject to, among other things, any adverse change in any Titleholder's assets, business, financial financing condition, results of operations or prospects or the Management Business.

Conditions Precedent. The closing of the Company6.1. Each Fund's IPO on or before March 31, 1998, is a condition precedent obligations hereunder shall be subject to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunder. In addition to the foregoing, the Operating Partnership shall not be obligated to close hereunder absent satisfaction of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operations: (a) The performance by the other Fund of all the obligations to be performed hereunder at or before the Effective Time, (b) all representations and warranties of each of the Contributors other Fund contained herein shall have been being true and correct on in all material respects as of the date such representations hereof and, except as they may be affected by the transactions contemplated hereby, as of the Effective Time, with the same force and warranties were made, and shall be true and correct on the Closing Date effect as if made at and as of such date;the Effective Time, and (c) the following further conditions that, at or before the Effective Time: (b) Each of 6.1.1. This Agreement and the obligations hereunder of each of the Contributors transactions contemplated hereby shall have been duly performed adopted and approved by the Trust's Board of Trustees on behalf of the Target and the Acquiring Fund and shall have been approved by the Target's shareholders in accordance with applicable law. 6.1.2. All necessary filings shall have been made with the SEC and state securities authorities, and no order or directive shall have been received that any other or further action is required to permit the parties to carry out the transactions contemplated hereby. The Registration Statement shall have become effective under the 1933 Act, no stop orders suspending the effectiveness thereof shall have been issued, and the SEC shall not have issued an unfavorable report with respect to the Reorganization under Section 25(b) of the 1940 Act nor instituted any proceedings seeking to enjoin consummation of the transactions contemplated hereby under Section 25(c) of the 1940 Act. All consents, orders, and permits of federal, state, and local regulatory authorities (including the SEC and state securities authorities) deemed necessary by either Fund to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain the same would not involve a risk of a material adverse effect on the assets or properties of the Fund. 6.1.3. At the Effective Time, no action, suit, or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or to obtain damages or other relief in connection with, the Closing Datetransactions contemplated hereby. 6.1.4. The Target shall have received an opinion of Kramer Levin Naft▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇ ▇▇e T▇▇▇▇ ("Counsel"), substantially to the effect that: 6.1.4.1. The Acquiring Fund is a validly existing series of the Trust, a business trust duly formed and validly existing and in good standing under the laws of the State of Delaware with the power under its Trust Instrument to carry on its business and to own all of its properties and assets; 6.1.4.2. This Agreement (ca) Concurrently with has been duly authorized and executed by the Closing, each Trust on behalf of the Contributors shall have executed Acquiring Fund and (b) assuming due authorization, execution, and delivery of this Agreement by the Target, is a legal, valid and binding obligation of the Acquiring Fund, enforceable against the Acquiring Fund in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, receivership, fraudulent conveyance, moratorium or other laws of general application relating to or affecting the enforcement of creditors' rights and remedies, as from time to time in effect, (ii) application of equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) principles of course of dealing or course of performance and standards of good faith, fair dealing, materiality and reasonableness that may be applied by a court to the exercise of rights and remedies; 6.1.4.3. The Acquiring Fund's Shares to be issued and delivered to the Operating Partnership Shareholders under this Agreement, assuming their due delivery as contemplated by this Agreement, will be duly authorized and validly issued and outstanding and fully paid and nonassessable (except as disclosed in the documents required to be delivered hereunderTrust's then current prospectus and statement of additional information); (d) Except as otherwise permitted herein6.1.4.4. The execution and delivery of this Agreement did not, each of the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party to and the consummation of the transactions contemplated hereunder hereby will not (a) materially violate the Trust's Trust Instrument or By-laws or any provision of any agreement to which the Trust (with respect to the Acquiring Fund) is a party or by which it is bound or (b) to the knowledge of Counsel, result in the Proxy Solicitationacceleration of any obligation, or the imposition of any penalty, under any agreement, judgment, or decree known to Counsel to which the Trust (with respect to the Acquiring Fund) is a party or by which it (with respect to the Acquiring Fund) is bound, except as set forth in such opinion or as previously disclosed in writing to and accepted by the Trust; 6.1.4.5. To the knowledge of Counsel, no consent, approval, authorization or order of any Delaware or Federal Court or governmental authority of the State of Delaware or the United States of America is required for the consummation by the Trust on behalf of the Acquiring Fund, of the transactions contemplated by the Agreement, except such as may be required under the 1933 Act, the 1934 Act and the 1940 Act; 6.1.4.6. The Trust is registered with the SEC as an investment company, and to the knowledge of Counsel no order has been issued or proceeding instituted to suspend such registration; and 6.1.4.7. To the knowledge of Counsel, (ea) No no litigation, administrative proceeding, or investigation of or before any court or governmental body is pending or threatened as to the Trust (with respect to the Acquiring Fund) or any of its properties or assets attributable or allocable to the Acquiring Fund and (b) the Trust (with respect to the Acquiring Fund) is not a party to or subject to the provisions of any order, statutedecree, ruleor judgment of any court or governmental body that materially and adversely affects the Acquiring Fund's business, regulationexcept as set forth in such opinion or as otherwise disclosed in writing to and accepted by the Trust. In rendering such opinion, executive orderCounsel may (i) rely, injunctionas to matters governed by the laws of the State of Delaware, stayon an opinion of competent Delaware counsel, decree (ii) make assumptions regarding the authenticity, genuineness, and/or conformity of documents and copies thereof without independent verification thereof, and other customary assumptions as the parties may agree, (iii) limit such opinion to applicable federal and state law, (iv) define the word "knowledge" and related terms to mean the knowledge of attorneys then with such firm who have devoted substantive attention to matters directly related to this Agreement and the Reorganization; and (v) rely on certificates of officers or restraining order trustees of the Trust, in each case reasonably acceptable to the Trust. 6.1.5. The Acquiring Fund shall have received an opinion of Counsel, substantially to the effect that: 6.1.5.1. The Target is a validly existing series of the Trust, a business trust duly formed and validly existing and in good standing under the laws of the State of Delaware with the power under its Trust Instrument to carry on its business and to own all of its properties and assets; 6.1.5.2. This Agreement (a) has been enactedduly authorized and executed by the Trust on behalf of the Target and (b) assuming due authorization, enteredexecution, promulgated and delivery of this Agreement by the Trust on behalf of the Acquiring Fund, is a legal, valid and binding obligation of the Target, enforceable against the Target in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, receivership, fraudulent conveyance, moratorium or enforced other laws of general application relating to or affecting the enforcement of creditors' rights and remedies, as from time to time in effect, (ii) application of equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) principles of course of dealing or course of performance and standards of good faith, fair dealing, materiality and reasonableness that may be applied by any a court to the exercise of competent jurisdiction or Governmental Entity that prohibits rights and remedies; 6.1.5.3. The execution and delivery of this Agreement did not, and the consummation of the transactions contemplated hereinhereby will not, (a) materially violate the Trust's Trust Instrument or By-laws or any provision of any agreement known to Counsel, to which the Trust (with respect to the Target) is a party or by which it is bound or (b) to the knowledge of such counsel, result in the acceleration of any obligation, or the imposition of any penalty, under any agreement, judgment, or decree known to Counsel to which the Trust (with respect to the Target) is a party or by which it (with respect to the Target) is bound, except as set forth in such opinion or as previously disclosed in writing to and accepted by the Trust; 6.1.5.4. To the knowledge of Counsel, no consent, approval, authorization or order of any Delaware or Federal Court or governmental authority of the State of Delaware or the United States of America is required for the consummation by the Trust on behalf of the Target, of the transactions contemplated by the Agreement, except such as may be required under the 1933 Act, the 1934 Act and the 1940 Act; 6.1.5.5. The Trust is registered with the SEC as an investment company, and to the knowledge of Counsel no litigation order has been issued or proceeding instituted to suspend such registration; and 6.1.5.6. To the knowledge of Counsel, (a) no litigation, administrative proceeding, or investigation of or before any court or governmental proceeding seeking any such order shall be body is pending or threatened as to the Trust (with respect to the Target) or any of its properties or assets attributable or allocable to the Target and (b) the Trust (with respect to the Target) is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects the Target's business, except as set forth in writingsuch opinion or as otherwise disclosed in writing to and accepted by the Trust. In rendering such opinion, Counsel may (i) rely, as to matters governed by the laws of the State of Delaware, on an opinion of competent Delaware counsel, (ii) make assumptions regarding the authenticity, genuineness, and/or conformity of documents and copies thereof without independent verification thereof, and other customary assumptions as the parties may agree, (iii) limit such opinion to applicable federal and state law, (iv) define the word "knowledge" and related terms to mean the knowledge of attorneys then with such firm who have devoted substantive attention to matters directly related to this Agreement and the Reorganization, and (v) rely on certificates of officers or trustees of the Target; in each case reasonably acceptable to the Trust. 6.1.6. The Trust, on behalf of the Target and the Acquiring Fund, shall have received an opinion of Counsel addressed to and in form and substance reasonably satisfactory to it, as to the federal income tax consequences of the Reorganization ("Tax Opinion"). In rendering the Tax Opinion, Counsel may rely as to factual matters, exclusively and without independent verification, on the representations made in this Agreement (and/or in separate letters addressed to Counsel) and each Fund's separate covenants. Each Fund agrees to make reasonable covenants and representations as to factual matters as of the Effective Time in connection with the rendering of such opinion. The Tax Opinion shall be substantially to the effect that, based on the facts and assumptions stated therein and conditioned on consummation of the Reorganization in accordance with this Agreement, for federal income tax purposes: 6.1.6.1. The Reorganization will constitute a reorganization within the meaning of section 368(a)(1) of the Code, and each Fund will be "a party to a reorganization" within the meaning of section 368(b) of the Code; 6.1.6.2. No gain or loss will be recognized by the Target on the transfer to the Acquiring Fund of Assets in exchange solely for the Acquiring Fund's Shares and the Acquiring Fund's assumption of Liabilities or on the subsequent distribution of those shares to the Shareholders in liquidation of the Target; 6.1.6.3. No gain or loss will be recognized by the Acquiring Fund on its receipt of Assets in exchange solely for the Acquiring Fund's Shares and its assumption of Liabilities; 6.1.6.4. The Acquiring Fund's adjusted tax basis in the Assets acquired will be equal to the basis thereof in the Target's hands immediately before the Reorganization, and the Acquiring Fund's holding period for the Assets will include the Target's holding period therefor; 6.1.6.5. A Shareholder will recognize no gain or loss on the exchange of the Target Shares solely for the Acquiring Fund's Shares pursuant to the Reorganization; and (f) There shall 6.1.6.6. A Shareholder's aggregate tax basis in the Acquiring Fund's Shares received by it in the Reorganization will equal its aggregate tax basis in its the Target Shares surrendered in exchange therefor, and its holding period for the Acquiring Fund Shares will include its holding period for the Target Shares, provided the Target Shares are held as capital assets by the Shareholder at the Effective Time. 6.2. At any time before the Closing, either Fund may waive any of the foregoing conditions if, in the judgment of the Trust's Board of Trustees, such waiver will not have occurred between the date hereof and the Closing Date any a material adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management Businesseffect on its shareholders' interests.

Conditions Precedent. The closing of the Company's IPO on or before March 31, 1998, is a condition precedent Each party’s obligation to the obligations of all parties to this Contribution Agreement to effect consummate the transactions contemplated hereunder. In addition by this Agreement is subject to the foregoing, the Operating Partnership shall not be obligated to close hereunder absent satisfaction of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsfollowing: (a) The obligations of Seller to consummate the transactions provided for herein are subject, at the option of Seller, to the fulfillment on or prior to the Closing Date of each of the following conditions: (i) The representations and warranties of each of the Contributors Buyer herein contained herein shall have been true and correct on the date such representations and warranties were made, and shall be true and correct in all material respects on the Closing Date (except that those representations and warranties of Buyer that are qualified by materiality shall be true and correct in all respects), as if though made at on and as of such date; (b) Each , except that representations which by their terms are made as of a specified date shall be true and correct as of the obligations hereunder of each of the Contributors date so specified, and Buyer shall have been duly performed on or before delivered to Seller a certificate, dated as of the Closing Date;, to that effect. (cii) Concurrently Buyer shall have performed and complied in all material respects with the Closingduties, each of the Contributors shall have executed obligations and delivered to the Operating Partnership the documents covenants under this Agreement required to be performed or complied with by it at or prior to Closing, and Buyer shall have delivered hereunder;to Seller a certificate, dated as of the Closing Date, to that effect. (diii) Except as No suit, action or other proceeding shall be pending or threatened that seeks to, or could reasonably result in a judicial order, judgment or decree that would, restrain, enjoin or otherwise permitted herein, each of the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party to prohibit the consummation of the transactions contemplated hereunder by this Agreement, other than an action or in the Proxy Solicitation;proceeding instituted or threatened by Seller or any of its affiliates. (eiv) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order All Consents shall have been enactedmade, enteredobtained or waived by the other party or parties thereto, promulgated or enforced the time period by which such consents were required to be made, given or withheld have expired without action by the party whose consent is required. Provided, however, if this condition is not satisfied, either Party shall have the option to treat the affected Asset as having a Title Defect and may exclude the affected Asset from the Assets delivered at Closing and the Purchase Price shall be reduced by the Allocated Value of such affected Asset. In such event the failure to satisfy this condition shall not be grounds for termination. (v) All Preferential Rights shall have been waived, exercised, or the time period in which to exercise expired without exercise. Provided, however, if this condition is not satisfied, either Party shall have the option to treat the affected Asset as having a Title Defect and may exclude the affected Asset from the Assets delivered at Closing and the Purchase Price shall be reduced by the Allocated Value of such affected Asset. In such event the failure to satisfy this condition shall not be grounds for termination. (vi) Buyer shall have delivered to Seller either: (A) copies of any court bonds covering the Assets required under any laws, rules or regulations of competent any federal, state or local Governmental Authority having jurisdiction over the Assets, to replace Seller’s existing bonds covering the Assets shown on Exhibit “A”; or Governmental Entity (B) a commitment by a surety company, satisfactory to Seller, to issue such replacement bonds for Buyer upon Closing. (vii) The aggregate of all adjustments to the Purchase Price for Environmental Defects, Title Defects, Preferential Rights exercised by third parties, and Casualty Losses shall not exceed twelve and one half percent (12.5 %) of the Purchase Price. (b) The obligations of Buyer to consummate the transactions provided for herein are subject, at the option of Buyer, to the fulfillment on or prior to the Closing Date of each of the following conditions: (i) The representations and warranties of Seller herein contained shall be true and correct in all material respects on the Closing Date (except that prohibits those representations and warranties of Seller that are qualified by materiality shall be true and correct in all respects), as though made on and as of such date, except representations that by their terms are made as of a specified date shall be true and correct as of the date so specified and Seller shall have delivered to Buyer a certificate, dated as of the Closing Date, to that effect. (ii) Seller shall have performed and complied in all material respects with the duties, obligations and covenants under this Agreement required to be performed or complied with by it at or prior to Closing unless an earlier date is required of Seller for performance or compliance herein, and Seller shall have delivered to Buyer a certificate, dated as of the Closing Date, to that effect. (iii) No suit, action or other proceeding shall be pending or threatened that seeks to, or could reasonably result in a judicial order, judgment or decree that would, restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated hereinby this Agreement, other than an action or proceeding instituted or threatened by Buyer or any of its affiliates. (iv) All Consents shall have been made, obtained or waived by the other party or parties thereto, or the time period by which such consents were required to be made, given or withheld have expired without action by the party whose consent is required. Provided, however, if this condition is not satisfied, either Party shall have the option to treat the affected Asset as having a Title Defect and may exclude the affected Asset from the Assets delivered at Closing and the Purchase Price shall be reduced by the Allocated Value of such affected Asset and shall not be subject to the Title Defect Threshold. In such event the failure to satisfy this condition shall not be grounds for termination, except to the extent that the condition under Section 10.1(b)(vi) below is not satisfied. For an Asset subject to a consent to assignment that Seller did not obtain prior to Closing and which was excluded from Closing at pursuant to this Section 10.1(b)(iv) or Section 10.1(a)(iv), should Seller obtain for such Assets the required consent to assignment by August 15, 2013, Seller and Buyer shall may mutually agree to have a second closing on those Assets as soon as practicable after August 15, 2013 and Buyer shall pay Seller the Allocated Values for such Assets. Seller and Buyer may mutually agree to close on Assets for which consents have been obtained after the Closing Date on a date before August 15, 2013. (v) All Preferential Rights shall have been waived, exercised, or the time period in which to exercise expired without exercise. Provided, however, if this condition is not satisfied, either Party shall have the option to treat the affected Asset as having a Title Defect and may exclude the affected Asset from the Assets delivered at Closing and the Purchase Price shall be reduced by the Allocated Value of such affected Asset. In such event the failure to satisfy this condition shall not be grounds for termination, except to the extent that the condition under Section 10.1(b)(vi) below is not satisfied. (vi) The aggregate of all adjustments to the Purchase Price for Environmental Defects, Title Defects (including, without limitation, the Environmental Defect Values asserted by Buyer for any Environmental Defects or Environmental Defect Values that are disputed by Seller), Title Defects (including, without limitation, the Title Defect Values asserted by Buyer for any Title Defects or Title Defect Values that are disputed by Seller, and no litigation or governmental proceeding seeking including any such order shall be pending or threatened in writing; and (f) There deemed Title Defects due to failure to obtain Consents), Preferential Rights exercised by third parties, un-obtained consents, and Casualty Losses shall not have occurred between exceeded twelve and one-half percent (12.5%) of the date hereof and Purchase Price. (vii) Buyer shall have by April 15, 2013 obtained a waiver from the Closing Date SEC providing that in lieu of providing full audited historical financial statements of the Assets in connection with Buyer’s reporting obligations or any adverse change securities offering by Buyer, Buyer may instead provide the SEC or present in any Titleholder's assetsregistration statement with respect to such offering only the following financial statements and disclosures related to the Assets (“SEC Waiver”): Historical Financial Statements 1. Audited statements of oil and gas revenues and direct operating expenses for the Assets covering the two year period ended December 31, business2012 together with any applicable interim financial statements. Consistent with the SEC staff’s guidance, financial conditionthe statements of oil and gas revenues and direct operating expenses will exclude only those costs not directly involved in the revenue producing activity, such as corporate overhead, interest and taxes. 2. Footnote disclosures explaining the basis of the partial presentation and omitted expenses and other relevant matters including the oil and gas disclosures described below. 3. A statement that the historical results presented are not necessarily indicative of the future results of the Assets due to the changes in business and omission of various expenses. Oil and Gas Disclosures 1. Estimates of quantities of proved oil and gas reserves for each of the years in the two year period ended December 31, 2012. 2. Reconciliation of quantities of proved oil and gas reserves for the two year period ended December 31, 2012. 3. A standardized measure of discounted future net cash flows (exclusive of future income taxes) relating to proved oil and gas reserve quantities for each of the years in the two year period ended December 31, 2012. 4. A reconciliation of the standardized measure of discounted future net cash flows relating to proved oil and gas reserve quantities for the two year period ended December 31, 2012. Pro Forma Financial Information 1. Unaudited pro forma balance sheet as of December 31, 2012, together with any applicable pro forma balance sheet. 2. Unaudited pro forma statement of operations or prospects or for the Management Businessyear ending December 31, 2012, together with any applicable unaudited interim pro forma statement of operations. 3. Required footnote disclosures accompanying the pro forma financial information.

Conditions Precedent. Each Investment Company’s obligations hereunder shall be subject to (a) performance by the other Investment Company of all its obligations to be performed hereunder at or before the Closing, (b) all representations and warranties of the other Investment Company contained herein being true and correct in all material respects at the date hereof and, except as they may be affected by the transactions contemplated hereby, at the Effective Time, with the same force and effect as if made at that time, and (c) the following further conditions that, at or before that time: 5.1 This Agreement and the transactions contemplated hereby shall have been duly adopted and approved by the Trust’s Board, on behalf of New Fund, and by the Quaker Investment Trust Board, on behalf of Existing Fund; 5.2 All necessary filings shall have been made with the Commission and state securities authorities, and no order or directive shall have been received that any other or further action is required to permit the parties to carry out the transactions contemplated hereby. The N-14 shall have become effective under the 1933 Act, no stop orders suspending the effectiveness thereof shall have been issued, and, to the Trust’s best knowledge, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened, or contemplated under the 1933 Act or the ▇▇▇▇ ▇▇▇. The Commission shall not have issued an unfavorable report with respect to the Reorganization under section 25(b) of the 1940 Act nor instituted any proceedings seeking to enjoin consummation of the transactions contemplated hereby under section 25(c) of the 1940 Act. All consents, orders, and permits of federal, state, and local regulatory authorities (including the Commission and state securities authorities) either Investment Company deems necessary to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain same would not involve a risk of a material adverse effect on either Fund’s assets or properties; 5.3 At the Effective Time, no action, suit, or other proceeding shall be pending (or, to either Investment Company’s best knowledge, threatened to be commenced) before any court, governmental agency, or arbitrator in which it is sought to enjoin the performance of, restrain, prohibit, affect the enforceability of, or obtain damages or other relief in connection with, the transactions contemplated hereby; 5.4 The Investment Companies shall have received an opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇ LLP (“Counsel”) as to the federal income tax consequences mentioned below (“Tax Opinion”). In rendering the Tax Opinion, Counsel may rely as to factual matters, exclusively and without independent verification, on the representations and warranties made in this Agreement, which Counsel may treat as representations and warranties made to it (which, notwithstanding paragraph 7, shall survive the Closing), and in separate letters, if requested, addressed to it. The Tax Opinion shall be substantially to the effect that – based on the facts and assumptions mentioned therein and conditioned on those representations and warranties’ being true and complete as of the Effective Time and consummation of the Reorganization in accordance with this Agreement (without the waiver or modification of any terms or conditions hereof and without taking into account any amendment hereof that Counsel has not approved) – for federal income tax purposes: (a) New Fund’s acquisition of the Assets in exchange solely for New Fund Shares and New Fund’s assumption of the Liabilities, followed by Existing Fund’s distribution of those shares pro rata to the Shareholders actually or constructively in exchange for their Existing Fund Shares and in complete liquidation of Existing Fund, will qualify as a “reorganization” (as defined in section 368(a)(1)(F)) of the Code, and each Fund will be “a party to a reorganization” (within the meaning of section 368(b) of the Code); (b) Under section 361 of the Code, Existing Fund will recognize no gain or loss on the transfer of the Assets to New Fund in exchange solely for New Fund Shares and New Fund’s assumption of the Liabilities or on the distribution of the New Fund Shares to the Shareholders in exchange for their Existing Fund Shares; (c) Under section 1032(a) of the Code, New Fund will recognize no gain or loss on its receipt of the Assets in exchange solely for New Fund Shares and New Fund’s assumption of the Liabilities; (d) Under section 362(b) of the Code, New Fund’s adjusted basis in each Asset will be the same as Existing Fund’s adjusted basis therein immediately before the Reorganization, and under section 1223(2) of the Code, New Fund’s holding period for each Asset will include Existing Fund’s holding period therefor (except where New Fund’s investment activities have the effect of reducing or eliminating an Asset’s holding period); (e) Under section 354(a)(1) of the Code, a Shareholder will recognize no gain or loss on the exchange of all the Shareholder’s Existing Fund Shares solely for New Fund Shares pursuant to the Reorganization; (f) Under section 358(a)(1) of the Code, a Shareholder’s aggregate adjusted basis in the New Fund Shares it receives in the Reorganization will be the same as the aggregate basis in its Existing Fund Shares it actually or constructively surrendered in exchange for those New Fund Shares, and under section 1223(1) of the Code, the Shareholder’s holding period for those New Fund Shares will include, in each instance, its holding period for those Existing Fund Shares, provided the Shareholder held those Existing Fund Shares as capital assets as of the Effective Time; and (g) The New Fund will succeed to and take into account the items of the Existing Fund described in section 381(c) of the Code, subject to the conditions and limitations specified in sections 381, 382, 383 and 384 of the Code and the Treasury Regulations thereunder. In particular, under Treasury Regulation § 1.381(b)-1(a)(2), the New Fund will be treated for purposes of section 381 of the Code just as the Existing Fund would have been treated if there had been no Reorganization, and the taxable year of the Existing Fund will not end on the date of the Reorganization merely because of the closing of the Company's IPO on or before March 31, 1998, is a condition precedent to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunderReorganization. In addition to Notwithstanding the foregoing, the Operating Partnership shall not be obligated to close hereunder absent satisfaction Tax Opinion may state that no opinion is expressed regarding: (i) whether either the Existing Fund or the New Fund qualifies or will qualify as a RIC; (ii) the federal income tax consequences of the following additional payment of Reorganization expenses by Advisor and Camelot, except in relation to the qualification of the Reorganization as a “reorganization” under section 368(a) of the Code; (iii) whether any federal income tax will be imposed or required to be withheld under the Foreign Investment in Real Property Tax Act of 1980 with respect to any Shareholder that is a foreign person; (iv) the effect of the Reorganization on the Existing Fund with respect to any Asset as to which unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) under a ▇▇▇▇-to-market system of accounting (including under section 1256 of the Code); (v) the effect of the Reorganization on any Shareholder that is required to recognize unrealized gains or losses for federal income tax purposes under a ▇▇▇▇-to-market system of accounting; (vi) whether accrued market discount, if any, on any market discount bonds held by the Existing Fund will be required to be recognized as ordinary income under section 1276 of the Code as a result of the Reorganization; (vii) whether any gain or loss will be required to be recognized with respect to any Asset that constitutes stock in a passive foreign investment company (within the meaning of section 1297(a) of the Code); and (viii) any state, local or foreign tax consequences of the Reorganization. 5.5 Before the Closing, the Trust’s Board shall have authorized the issuance of, and the Trust shall have issued, one New Fund Share of each class (“Initial Shares”) to the Advisor or an affiliate thereof, in consideration of the payment of $10.00 (or other amount that Board determines) apiece, to take whatever action it may be required to take as New Fund’s sole shareholder pursuant to paragraph 5.6; 5.6 The Trust shall have entered into, or adopted, as appropriate, an investment management agreement and other agreements and plans necessary for New Fund’s operation as a series of an open-end management investment company. Each such agreement and plan shall have been approved by the Trust’s Board and, to the extent required by law (as interpreted by Commission staff positions), by its trustees who are Non-Interested Persons thereof and by the Advisor or its affiliate as New Fund’s sole shareholder; and 5.7 At any time before the Closing, the Trust or Quaker Investment Trust may waive any of the foregoing conditions precedent if such failure is(except those set forth in paragraphs 5.1, 5.2, 5.3, and 5.4) if, in the judgment of the Operating Partnershipits Board, either intentional or likely to that waiver will not have a Material Adverse Effect material adverse effect on the Operating Partnership or its future operations: (a) The representations and warranties of each of the Contributors contained herein shall have been true and correct on the date such representations and warranties were made, and shall be true and correct on the Closing Date as if made at and as of such date; (b) Each of the obligations hereunder of each of the Contributors shall have been duly performed on or before the Closing Date; (c) Concurrently with the Closing, each of the Contributors shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunder; (d) Except as otherwise permitted herein, each of the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party to the consummation of the transactions contemplated hereunder or in the Proxy Solicitation; (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writing; and (f) There shall not have occurred between the date hereof and the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management BusinessFund’s shareholders’ interests.

Conditions Precedent. (a) The closing respective obligations of the Company's IPO on or before March 31, 1998, is a condition precedent to Company and the obligations of all parties to this Contribution Agreement Investor to effect the Closing are subject to the satisfaction or waiver by the Company and the Investor, prior to the Closing of each of the following conditions: (i) There being no provision of applicable Law or any Court Order that prohibits or otherwise makes illegal the consummation of the Closing. (ii) All regulatory approvals required to consummate the transaction contemplated hereby (other than the shareholder approval required for the conversion of Preferred Securities) shall have been obtained and shall remain in full force and effect. (iii) No investigation, action, suit or proceeding by a Governmental Authority shall be pending on the date of Closing, which challenges, or might reasonably be expected to result in a challenge to this Agreement, or which might reasonably be expected to give rise to a claim for damages in a material amount as a result of the consummation of the transaction contemplated by this Agreement. (iv) The Company shall have consummated simultaneously with the Closing, the transactions contemplated hereunderby Share Subscription Agreements of even date herewith entered into by and between the Company and each of ▇▇▇▇▇ ▇. In addition ▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇'▇▇▇▇▇▇, or any assignee of each which has been approved in writing by the Company (such persons, together with the Investor, the "Approved Investors"). (v) The Company shall have received the written confirmation from NASDAQ that the transactions evidenced by this Agreement do not require prior stockholder approval. (b) The obligation of the Investor to effect the Closing is subject to the foregoing, satisfaction or waiver by the Operating Partnership shall not be obligated to close hereunder absent satisfaction Investor of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsconditions: (ai) The representations and Company shall have performed in all material respects all of its material obligations under this Agreement required to be performed by it at or before the Closing. (ii) Any representation or warranties of each of the Contributors Company contained herein shall have been true and correct on the date such representations and warranties were made, and in this Agreement shall be true and correct on in all material respects as of the Closing Date Closing, as if made at and as of such date;time. (biii) Each The Company and the Investor shall have entered into an Employment Agreement in the form attached hereto as Exhibit "B" (the "Employment Agreement"). (iv) The Company and the Investor shall have entered into a Registration Rights Agreement in the form attached hereto as Exhibit "C" (the "Registration Rights Agreement"). (v) The Board shall have duly adopted resolutions: (1) approving the terms of (i) this Agreement, (ii) the terms of the obligations hereunder of each Preferred Securities, (iii) the Employment Agreement, and (iv) the Registration Rights Agreement; (2) authorizing an employee share incentive program to allow for options to be issued as provided in the Employment Agreement (the "Option Plan") to be proposed to the stockholders of the Contributors shall have been duly performed Company for approval at the next convened annual general meeting of stockholders currently scheduled to occur on or before February 14, 2003 (the Closing Date;"Annual Meeting"); and (3) approving an amendment to (i) the bylaws of the Company to require a supermajority vote of the greater of (A) at least five directors or (B) at least seventy-five percent (75%) of the directors to remove or change the Chairman of the Board, and (ii) the Certificate of Incorporation of the Company to also require a vote of at least seventy-five percent (75%) of the shares of common stock to remove or change the Chairman of the Board to be proposed to the stockholders of the Company at the Annual Meeting. Copies of these Board resolutions certified by the Secretary of the Company shall be made available to the Investor no later than 14 business days after execution of this Agreement. (vi) The Company will have received a release from UBS Warburg waiving any claim to compensation arising from this Agreement or the share purchase evidenced hereby. (vii) The Company will have secured letters of resignation from all current directors not shown on Appendix 2 and shall appoint all new directors shown on Appendix 2 effective as of the Closing. (viii) The Company shall have entered into Employment Agreements with ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, Will ▇▇▇▇▇▇, Jr., ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. Neither ▇▇▇▇▇ ▇▇▇▇▇▇ nor ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ shall have terminated their Employment Agreement with the Company. (c) Concurrently with The Obligation of the Company to effect the Closing is subject to satisfaction or waiver by the Company of the following conditions: (i) The Investor shall have performed in all material respects all of its material obligations under this Agreement required to be performed by it at or before the Closing. (ii) Any representation or warranties of the Investor contained in this Agreement shall be true and correct in all material respects as of the Closing, each as if made at and as of the Contributors shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunder; (d) Except as otherwise permitted herein, each of the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party to the consummation of the transactions contemplated hereunder or in the Proxy Solicitation; (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writing; and (f) There shall not have occurred between the date hereof and the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management Businesstime.

Conditions Precedent. The closing If any of the Company's IPO conditions set forth below do not exist on or before March 31, 1998, is a condition precedent the Merger Date with respect to the obligations of all parties Selling Fund or the Acquiring Fund, the other party to this Contribution Agreement shall, at its option, not be required to effect consummate the transactions contemplated hereunderby this Agreement: 7.1 The Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the holders of the outstanding shares of the Selling Fund in accordance with the provisions of the Trust's Declaration of Trust and By-Laws as evidenced by certified copies of the resolutions of such approval maintained in the Minutes of the Trust. 7.2 On the Merger Date the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, nor instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act and no action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 7.3 All required consents of other parties and all other consents, orders and permits of Federal, state and local regulatory authorities ( including those of the Commission and of state Blue Sky and securities authorities. In addition including any necessary "no-action" positions of and exemptive orders from such Federal and state authorities) to permit consummation of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund or the Selling Fund, provided that the Trust may waive any of such conditions; 7.4 The Registration Statement shall have become effective under the 1933 Act and no stop orders suspending the effectiveness thereof shall have been issued and, to the foregoing, the Operating Partnership shall not be obligated to close hereunder absent satisfaction best knowledge of the following additional conditions precedent if parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act; 7.5 The Selling Fund shall have declared a dividend or dividends and distrtibuted or provided for distribution of such failure isdividend which, in together with all previous such dividends, shall have the judgment effect of distributing to the Selling Fund Shareholders all of the Operating PartnershipSelling Fund's investment company taxable income for all taxable years ending on or prior to the Merger Date (computed without regard to any deduction for dividends paid) and all of its net capital gain realized in all taxable years ending on or prior to the Merger Date (after reduction for any capital loss carryforward); 7.6 The Trust shall have received a favorable opinion of ▇▇▇▇▇▇, either intentional or likely ▇▇▇▇ & ▇▇▇▇▇▇▇, S.C. substantially to have a Material Adverse Effect on the Operating Partnership or its future operationseffect that for Federal income tax purposes: (a) The representations and warranties transfer of each substantially all of the Contributors contained herein shall have been true Selling Fund assets in exchange for the Acquiring Fund Shares and correct on the date such representations assumption by the Acquiring Fund of certain identified liabilities of the Selling Fund followed by the distribution of the Acquiring Fund's shares to the Selling Fund in dissolution and warranties were madeliquidation of the Selling Fund, will constitute a "reorganization" within the meaning of Section 368(a)(1)(C) of the Code and shall the Acquiring Fund and the Selling Fund will each be true and correct on a "party to a reorganization" within the Closing Date as if made at and as meaning of such dateSection 368(b) of the Code; (b) Each no gain or loss will be recognized by the Acquiring Fund upon the receipt of the obligations hereunder of each assets of the Contributors shall have been duly performed on or before Selling Fund solely in exchange for the Closing DateAcquiring Fund Shares and the assumption by the Acquiring Fund of certain identified liabilities of the Selling Fund; (c) Concurrently with no gain or loss will be recognized by the Closing, each Selling Fund upon the transfer of the Contributors shall have executed and delivered Selling Fund assets to the Operating Partnership Acquiring Fund in exchange for the documents required Acquiring Fund Shares and the assumption by the Acquiring Fund of certain identified liabilities of the Selling Fund or upon the distribution (whether actual or constructive) of the Acquiring Fund Shares to be delivered hereunderSelling Fund Shareholders in exchange for their shares of the Selling Fund; (d) Except as otherwise permitted herein, each no gain or loss will be recognized by Selling Fund Shareholders upon the exchange of their Selling Fund shares for the Acquiring Fund Shares in liquidation of the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party to the consummation of the transactions contemplated hereunder or in the Proxy SolicitationSelling Fund; (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced the aggregate tax basis for the Acquiring Fund Shares received by any court of competent jurisdiction or Governmental Entity that prohibits each Selling Fund Shareholder pursuant to the consummation Merger will be the same as the aggregate tax basis of the transactions contemplated hereinSelling Fund shares held by such shareholder immediately prior to the Merger, and no litigation or governmental proceeding seeking any the holding period of the Acquiring Fund Shares to be received by each Selling Fund Shareholder will include the period during which the Selling Fund shares exchanged therefore were held by such order shall be pending or threatened in writingshareholder (provided the Selling Fund shares were held as capital assets on the date of the Merger); and (f) There shall not have occurred between the date hereof tax basis of the Selling Fund assets acquired by the Acquiring Fund will be the same as the tax basis of such assets to the Selling Fund immediately prior to the Merger, and the Closing Date any adverse change holding period of the assets of the Selling Fund in any Titleholder's assetsthe hands of the Acquiring Fund will include the period during which those assets were held by the Selling Fund. Notwithstanding anything herein to the contrary, business, financial condition, results of operations or prospects or neither the Management BusinessAcquiring Fund nor the Selling Fund may waive the conditions set forth in this paragraph.

Conditions Precedent. The closing obligations of the Company's IPO , on its own behalf and on behalf of each Current Fund, and the Trust, on its own behalf and on behalf of each New Fund, will be subject to (a) performance by the other party of all its obligations to be performed hereunder at or before March 31the Effective Time, 1998(b) all representations and warranties of the other party contained herein being true and correct in all material respects as of the date hereof and, is a condition precedent to the obligations of all parties to this Contribution Agreement to effect except as they may be affected by the transactions contemplated hereunderIII-7 hereby, as of the Effective Time, with the same force and effect as ▇▇ ▇▇de on and as of the Effective Time, and (c) the further conditions that, at or before the Effective Time: 6.1 The shareholders of the Company shall have approved this Agreement and the transactions contemplated by this Agreement in accordance with applicable law. 6.2 All necessary filings shall have been made with the SEC and state securities authorities, and no order or directive shall have been received that any other or further action is required to permit the parties to carry out the transactions contemplated hereby. In addition All consents, orders, and permits of federal, state, and local regulatory authorities (including the SEC and state securities authorities) deemed necessary by either the Company or the Trust to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain such consults, orders, and permits would not involve a risk of a material adverse effect on the assets or properties of either a Current Fund or a New Fund, provided that either the Company or the Trust may for itself waive any of such conditions. 6.3 Each of the Company and the Trust shall have received an opinion from Ballard Spahr Andrews & Ingersoll, LLP as to the foregoingfederal income tax ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇nti▇▇▇▇ ▇▇▇▇w. In rendering such opinion, such counsel may rely as to factual matters, exclusively and without independent verification, on the Operating Partnership representations made in this Agreement (or in separate letters of representation that the Company and the Trust shall not use their best efforts to deliver to such counsel) and the certificates delivered pursuant to Section 3.4. Such opinion shall be obligated substantially to close hereunder absent satisfaction the effect that, based on the facts and assumptions stated therein and conditioned on consummation of the following additional conditions precedent if such failure isReorganization in accordance with this Agreement, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsfor federal income tax purposes: (a) The representations and warranties Reorganization will constitute a reorganization within the meaning of each section 368(a) of the Contributors contained herein shall have been true and correct on the date such representations and warranties were madeCode, and shall each Current Fund and each New Fund will be true and correct on "a party to a reorganization" within the Closing Date as if made at and as meaning of such datesection 368(b) of the Code; (b) Each No gain or loss will be recognized to a Current Fund on the transfer of its Assets to the corresponding New Fund in exchange solely for the New Fund's New Fund Shares and the New Fund's assumption of the obligations hereunder Current Fund's Liabilities or on the subsequent distribution of each those New Fund Shares to its Shareholders, in constructive exchange for their Current Fund Shares, in liquidation of the Contributors shall have been duly performed on or before the Closing DateCurrent Fund; (c) Concurrently with the Closing, each No gain or loss will be recognized to a New Fund on its receipt of the Contributors shall have executed corresponding Current Fund's Assets in exchange for New Fund Shares and delivered to its assumption of the Operating Partnership the documents required to be delivered hereunderCurrent Fund's Liabilities; (d) Except Each New Fund's basis for the corresponding Current Fund's Assets will be the same as otherwise permitted herein, each of the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party to the consummation of the transactions contemplated hereunder or basis thereof in the Proxy SolicitationCurrent Fund's hands immediately before the Reorganization, and the New Fund's holding period for those Assets will include the Current Fund's holding period therefor; (e) No order, statute, rule, regulation, executive order, injunction, stay, decree A Shareholder will recognize no gain or restraining order shall have been enacted, entered, promulgated or enforced by any court loss on the constructive exchange of competent jurisdiction or Governmental Entity that prohibits Current Fund Shares solely for New Fund Shares pursuant to the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writingReorganization; and (f) There shall not have occurred between A Shareholder's basis for the date hereof New Fund Shares of each New Fund to be received in the Reorganization will be the same as the basis for the Current Fund Shares of the corresponding Current Fund to be constructively surrendered in exchange for such New Fund Shares, and a Shareholder's holding period for such New Fund Shares will include its holding period for such Current Fund Shares, provided that such Current Fund Shares are held as capital assets by the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects or Shareholder at the Management BusinessEffective Time.

Conditions Precedent. 4.1 The closing obligations of the Company's IPO JAD Trust on or before March 31, 1998, is behalf of each Predecessor Fund and each JIF Trust on behalf of the Successor Fund to effectuate a condition precedent Reorganization shall be subject to the obligations satisfaction of the following conditions with respect to such Reorganization: (i) A registration statement on Form N-1A with respect to the Class A, Class C, Class I, Class R and Class S Successor Fund Shares, as applicable, shall have become effective, and no stop-order suspending the effectiveness of such registration statement shall have been issued, and no proceeding for that purpose shall have been initiated or threatened by the Securities and Exchange Commission (the "Commission") (and not withdrawn or terminated); (ii) The applicable Class A, Class C, Class I, Class R and Class S Successor Fund Shares, as applicable, shall have been duly qualified for offering to the public in all parties to this Contribution Agreement to effect states in which such qualification is required for consummation of the transactions contemplated hereunder. In addition to the foregoing, the Operating Partnership shall not be obligated to close hereunder absent satisfaction of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operations:; (aiii) The All representations and warranties of each the JAD Trust on behalf of the Contributors Predecessor Fund contained herein shall have been true and correct on the date such representations and warranties were made, and in this Agreement shall be true and correct on in all material respects as of the Closing Date as if made at date hereof and as of such datethe Closing, with the same force and effect as if then made, and the JIF Trust on behalf of the Successor Fund shall have received a certificate of an officer of the JAD Trust acting on behalf of the Predecessor Fund to that effect in form and substance reasonably satisfactory to the JIF Trust on behalf of the Successor Fund; (biv) Each All representations and warranties of the obligations hereunder of each JIF Trust on behalf of the Contributors Successor Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing, with the same force and effect as if then made, and the JAD Trust on behalf of the Predecessor Fund shall have been duly performed received a certificate of an officer of the JIF Trust acting on or before behalf of the Closing DateSuccessor Fund to that effect in form and substance reasonably satisfactory to the JAD Trust on behalf of the Predecessor Fund; (cv) Concurrently with The JIF Trust and the Closing, JAD Trust shall have received the opinion of Dechert LLP addressed to each of the Contributors shall have executed and delivered them substantially to the Operating Partnership effect that, based upon certain facts, assumptions, and representations, the documents required transaction contemplated by this Agreement shall constitute a tax-free reorganization for Federal income tax purposes. The delivery of such opinion is conditioned upon receipt by Dechert LLP of representations it shall request of JCM, the JIF Trust and the JAD Trust. Notwithstanding anything herein to be delivered hereunderthe contrary, neither the JIF Trust nor the JAD Trust may waive the condition set forth in this paragraph; (dvi) Except as Unless otherwise permitted herein, each determined by the officers of the Contributors Predecessor Fund, the Predecessor Fund shall have obtained all consents declared and paid a distribution or approvals of any Governmental Entity or third party distributions prior to the consummation of the transactions contemplated hereunder or in the Proxy Solicitation; (e) No orderClosing that, statutetogether with all previous distributions, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enactedthe effect of distributing to its shareholders (i) all of its investment company taxable income and all of its net realized capital gains, enteredif any, promulgated or enforced by for the period from the close of its last fiscal year to 4:00 p.m. New York Time on the Closing; and (ii) any court of competent jurisdiction or Governmental Entity that prohibits undistributed investment company taxable income and net realized capital gains from any period to the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writingextent not otherwise already distributed; and (fvii) There The conditions precedent to (A) each of the Reorganizations and (B) each of the Preexisting Fund Reorganizations shall not have occurred between been satisfied, unless the date hereof Boards of Trustees of the JAD Trust waives this condition and deems it to be in the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results best interests of operations or prospects or the Management BusinessPredecessor Fund(s) that the Reorganization should proceed.

Conditions Precedent. The closing effectiveness of the Company's IPO ’s Registration Statement on or before March 31Form S-11 relating to the Public Offering (as amended from time to time, 1998, is a condition the “Registration Statement”) and the consummation of the Public Offering are conditions precedent to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunderby this Agreement on the Closing Date. In addition to the foregoing, the Operating Partnership shall These conditions may not be obligated waived by any party to close hereunder absent satisfaction of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operations:this Agreement. (a) The obligations of the Company and the Operating Partnership to effect the Formation Transaction shall be subject to the following additional conditions precedent: (i) the representations and warranties of each of the Contributors Contributor contained herein in this Agreement shall have been true and correct in all material respects on the date such representations and warranties were made, made and shall be true and correct on the Closing Date as if made at and as of such datethe Closing Date, subject to changes that would not reasonably be expected to have a Material Adverse Effect; (bii) Each of each obligation to be performed by the obligations hereunder of each of the Contributors Contributor shall have been duly performed by the Contributor on or before the Closing Date, and the Contributor shall not have materially breached any of its covenants contained herein; (ciii) Concurrently concurrently with the Closing, each of the Contributors Contributor shall have executed and delivered to the Company or the Operating Partnership Partnership, as applicable, the documents required to be delivered hereunderpursuant to Section 2.3; (div) Except as otherwise permitted herein, each of the Contributors shall have obtained all necessary consents or approvals of any Governmental Entity governmental authorities or third party parties (including, without limitation, lenders to the Contributor, Holdings or any Participating Entity) to the consummation of the transactions contemplated hereunder herein shall have been obtained, other than the consents or in approvals of lenders whose loans are to be repaid before or immediately after the Proxy SolicitationClosing; (ev) No there shall not have occurred between the date hereof and the Closing Date any material adverse change in any of the assets, business, financial condition, results or prospects of operation of the Properties that has, or could reasonably be expected to have, a Material Adverse Effect; (vi) no order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity governmental or regulatory authority or instrumentality that prohibits the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such an order shall be pending or threatened in writing; (vii) subject to Section 4.2(c), no new matters with respect to any Property which the Company would be required to disclose in the Registration Statement shall have arisen or occurred; (viii) the Exclusion Transaction shall have occurred and the owners of the Excluded Properties shall have obtained the Loan Release; (ix) an amendment to that certain Loan Agreement dated as of August 11, 2006 between Anglo Irish Bank Corporation Limited, STAG III Albion, LLC and certain affiliates of STAG III Albion, LLC, as the same has been amended from time to time, to include the modifications set forth on Exhibit I attached hereto; and (fx) There shall not have occurred between all of the date hereof Other Contributors (other than the Company and the Operating Partnership) shall have made the contributions under their respective Other Agreements. Any of the foregoing conditions in this Section 2.1(a) may be waived by the Company in its sole and absolute discretion. (b) The obligations of the Contributor to effect the Formation Transaction shall be subject to the following conditions precedent, either of which may be waived by Contributor in its sole discretion: (i) All Other Contributors shall have made the contributions described in their respective Other Agreements; and (ii) Each of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ shall have entered into employment agreements with the Company or its subsidiary with respect to post-Closing Date any adverse change employment on terms and conditions consistent with the descriptions contained in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management BusinessRegistration Statement.

Conditions Precedent. The closing effectiveness of the Company's IPO registration statement to be filed with the Securities and Exchange Commission on or before March 31, 1998, Form S-11 (the "Registration Statement") after the execution of this Agreement is a condition precedent to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunderby this Agreement on the Closing Date (as defined below). In addition to the foregoing, This condition may not be waived by either party. The obligations of the Operating Partnership to effect the transactions contemplated hereby shall not be obligated subject to close hereunder absent satisfaction of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsconditions: (a) The representations and warranties of each of the Contributors Contributor contained herein in this Agreement shall have been true and correct in all material respects on the date such representations and warranties were made, and shall be true and correct in all material respects on the Closing Date as if made at and as of such date; (b) Each of the obligations hereunder of each of the Contributors Contributor to be performed by it shall have been duly performed by it on or before the Closing DateDate and Contributor shall not have breached any of its covenants contained herein in any material respect; (c) Concurrently with the Closing, each of Contributor, directly or through the Contributors Attorney-in-Fact, shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunderpursuant to Section 2.3 hereof; (d) Except as otherwise permitted herein, each of the Contributors shall have obtained all All necessary consents or approvals of any Governmental Entity governmental authorities or third party parties (including lenders) to the consummation of the transactions contemplated hereunder or in hereby between the Proxy Solicitationparties hereto and the Formation Transactions shall have been obtained; (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity governmental or regulatory authority or instrumentality that prohibits the consummation of the transactions contemplated hereinhereby, and no litigation or governmental proceeding seeking any such an order shall be pending or threatened in writing; andthreatened; (f) There shall not have occurred between the date hereof and the Closing Date any material adverse change in any Titleholder's of the assets, business, financial condition, results of operations operation or prospects of each Partnership; (g) The contribution of the Partnership Interests and equity interests in the other Participating Partnerships is approved by their respective partners and members to the extent such approval is required by the applicable limited partnership agreements and limited liability company operating agreements; and (h) Contributor shall have entered into an option agreement with Robert F. Maguire III granting Robert F. Maguire III an option to ac▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇rtain properti▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇nterests and any other rights and interests under the Executive Equity Agreements or the Management BusinessEquity Participation Program not included in the Properties or Partnerships subject to this Agreement (the "RFM Option Agreement"). The foregoing conditions may be waived by the Operating Partnership in its sole and absolute discretion. The obligation of the Contributor to effect the transactions contemplated hereby is subject to the following condition precedent: (i) no order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or governmental or regulatory authority or instrumentality that prohibits the consummation of the transactions contemplated hereby; and (ii) the concurrent closing of the transactions under the RFM Option Agreement.

Conditions Precedent. The closing 5.1. Conditions to the Obligation of the Company's IPO on or before March 31, 1998, Purchasers to Consummate the Closing. The obligation of each Purchaser to consummate the Closing and to purchase and pay for the Shares being purchased by it pursuant to this Agreement is a condition precedent subject to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunder. In addition to the foregoing, the Operating Partnership shall not be obligated to close hereunder absent satisfaction of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsprecedent: (a) The representations and warranties of each contained herein of the Contributors contained herein shall have been true and correct on the date such representations and warranties were made, and Company shall be true and correct on and as of the Closing Date with the same force and effect as if though made at on and as of the Closing Date (it being understood and agreed by each Purchaser that, in the case of any representation and warranty of the Company contained herein which is not hereinabove qualified by application thereto of a materiality standard, such date;representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 5.1(a)). (b) Each The Registration Rights Agreement shall have been executed and delivered by the Company. (c) The Company shall not have been adversely affected in any material way prior to the Closing Date; and the Company shall have performed all obligations and conditions herein required to be performed or observed by the Company on or prior to the Closing Date. (d) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (e) The purchase of and payment for the Shares by the Purchasers shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the obligations hereunder of each of the Contributors transactions contemplated hereby shall have been duly performed on obtained or before made and shall be in full force and effect. (f) All instruments and corporate proceedings in connection with the transactions contemplated by this Agreement to be consummated at the Closing Date;shall be satisfactory in form and substance to such Purchaser, and such Purchaser shall have received copies (executed or certified, as may be appropriate) of all documents which such Purchaser may have reasonably requested in connection with such transactions. 5.2. Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to each of the Purchasers the Shares to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent: (a) The representations and warranties contained herein of such Purchaser shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date (it being understood and agreed by the Company that, in the case of any representation and warranty of each Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 5.2(a)). (b) The Registration Rights Agreement shall have been executed and delivered by each Purchaser. (c) Concurrently with The Purchasers shall have performed all obligations and conditions herein required to be performed or observed by the Purchasers on or prior to the Closing Date. (d) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, each shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (e) The sale of the Contributors Shares by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (f) Each of the Purchasers shall have executed and delivered to the Operating Partnership Company a Investor Questionnaire, in substantially the documents required form attached hereto as Exhibit B, pursuant to which each such Purchaser shall provide information necessary to confirm each such Purchaser's status as an "accredited investor" (as such term is defined in Rule 501 promulgated under the Securities Act). (g) Each of the other Purchasers shall have purchased, in accordance with this Agreement, the number of shares of Common Stock set forth opposite its name under the heading "Number of Shares to be delivered hereunder;Purchased." (dh) Except as otherwise permitted herein, each of the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party to the consummation of All instruments and corporate proceedings in connection with the transactions contemplated hereunder or by this Agreement to be consummated at the Closing shall be satisfactory in form and substance to the Proxy Solicitation; (e) No orderCompany, statute, rule, regulation, executive order, injunction, stay, decree or restraining order and the Company shall have been enactedreceived counterpart originals, enteredor certified or other copies of all documents, promulgated including without limitation records of corporate or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated hereinother proceedings, and no litigation or governmental proceeding seeking any such order shall be pending or threatened which it may have reasonably requested in writing; and (f) There shall not have occurred between the date hereof and the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management Businessconnection therewith.

Conditions Precedent. The closing obligation of the Company's IPO on or before March 31, 1998, is a condition precedent to the obligations of all parties to this Contribution Agreement to effect consummate the Merger and the transactions contemplated hereunder. In addition hereby are subject to the foregoing, following conditions which may be waived to the Operating Partnership shall not be obligated to close hereunder absent satisfaction of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsextent permitted by law: (a) Each party must obtain the approval of its Board of Directors and shareholders in accordance with applicable law, and such approval shall not have been rescinded or restricted; and (b) Each party shall obtain all requisite licenses, permits, consents, authorizations and approvals required to complete the Merger and the transactions contemplated hereby; and (c) There shall be no effective injunction, writ or preliminary restraining order or other order of a similar nature issued by any court or governmental agency having jurisdiction directing that the Merger or the transactions contemplated hereby shall not be consummated; and (d) The representations and warranties of each of the Contributors contained herein shall have been true and correct on the date such representations and warranties were made, and parties shall be true and correct on in all material respects at the Closing Date as if made at and as of such date; (b) Each of the obligations hereunder of each of the Contributors shall have been duly performed on or before the Closing Date; (c) Concurrently with the Closing, each of the Contributors shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunder; (d) Except as otherwise permitted herein, each of the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party to the consummation of the transactions contemplated hereunder or in the Proxy Solicitation;Effective Time; and (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order LEXON shall issued to UTEK 500,000 shares of LEXON common stock; (f) LEXON shall enter into a Consulting Agreement with UTEK in mutually acceptable form and substance; (g) The Patent Applications have been enactedprosecuted in good faith with reasonable diligence; provided that the parties understand and agree that UTEK is only making a representation and warranty that the patent application has been prosecuted in good faith with reasonable diligence. (h) The Research Agreement has been executed and delivered, enteredis valid and in full force and effect, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated hereinis in form and substance acceptable to LEXON, and there has been no litigation or governmental proceeding seeking any such order shall be pending or threatened in writingdefault therein; and (fi) There The License has been executed and delivered, is valid and in full force and effect, is in form and substance acceptable to LEXON, and there has been no default therein; and (j) The Inventors and Dr. Highsmith have enter▇▇ ▇▇▇▇ ▇▇▇▇ulting Agreements with LEXON in mutually agreed form and substance which provide that they will be reasonably available to provide consulting services and technical advice to LEXON from time to time about the Invention, so long as such advice and consulting services do not unreasonably interfere with their duties and responsibilities with UM and so long as the same are in accordance with applicable policies of UM and applicable legal and regulatory requirements applicable to them; and (k) LEXON's common stock shall not have occurred between the date hereof and the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management Businessbe eligible for trading on a public market.

Conditions Precedent. The closing of This Amendment shall become effective on the Company's IPO on or before March 31, 1998, is a condition precedent to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunder. In addition to the foregoing, the Operating Partnership shall not be obligated to close hereunder absent satisfaction date when each of the following additional conditions precedent if is satisfied or waived by the Agent and the Lenders (the “Effective Date”): (a) Receipt by the Agent of this Amendment duly executed by the Company, the Agent and each Lender. (b) Receipt by the Agent of an Allonge to each Note in a form acceptable to the Agent (the “Allonge”). (c) Payment to the Agent of such failure isfees as shall have been agreed to with the Agent, in the judgment which fees shall be fully earned on and as of the Operating PartnershipEffective Date and are non-refundable. (d) Payment to the Agent of all accrued fees and expenses of the Agent and the Lenders (including the accrued fees and expenses of counsel to the Agent). (e) There shall have occurred no Material Adverse Change since December 31, either intentional 2010. (f) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or threatened before any Governmental Authority that (i) could be reasonably likely to have a Material Adverse Effect on or (ii) purports to affect the Operating Partnership legality, validity or its future operations: (a) The representations and warranties enforceability of each of the Contributors contained herein shall have been true and correct on the date such representations and warranties were made, and shall be true and correct on the Closing Date as if made at and as of such date; (b) Each of the obligations hereunder of each of the Contributors shall have been duly performed on this Amendment or before the Closing Date; (c) Concurrently with the Closing, each of the Contributors shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunder; (d) Except as otherwise permitted herein, each of the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party to the consummation of the transactions contemplated hereunder or in the Proxy Solicitation;hereby. (eg) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been enactedobtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, enteredand no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, promulgated prevents or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of imposes materially adverse conditions upon the transactions contemplated hereinhereby. (h) On the Effective Date, and no litigation or governmental proceeding seeking any such order the following statements shall be pending or threatened true and the Agent shall have received a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (1) The representations and warranties contained in writing; Section 4.01 of the Amended Credit Agreement are true and correct in all material respects on and as of the Effective Date, and (f2) There No event has occurred and is continuing that constitutes a Default. (i) The Agent shall not have occurred between received on or before the date hereof Effective Date the following, each dated such day, in form and substance satisfactory to the Agent: (1) Certified copies of the resolutions of the Board of Directors of the Company approving this Amendment and the Allonge, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment. (2) A certificate of the Secretary or an Assistant Secretary of the Company certifying (x) the names and true signatures of the officers of the Company authorized to sign this Amendment and the other documents to be delivered hereunder and (y) any changes to the organizational documents of the Company since the Closing Date any adverse change Date. (3) A recent good standing certificate. (4) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇, General Counsel for the Company, covering such matters incident to the transactions contemplated by this Amendment as the Agent may reasonably require. (j) The Agent shall have received such other documents, resolutions and certificates as the Agent or its counsel may request all in any Titleholder's assets, business, financial condition, results of operations or prospects or form and substance reasonably satisfactory to the Management BusinessAgent and its counsel.

Conditions Precedent. The closing of Notwithstanding any provision in this Agreement to the Company's IPO on or before March 31contrary, 1998, is a condition precedent to the obligations of all parties PCDC contained in this Agreement, including payment of the Host Fee to this Contribution Agreement County, are contingent upon and subject to effect the transactions contemplated hereunder. In addition to the foregoing, the Operating Partnership shall not be obligated to close hereunder absent satisfaction or waiver of each of the following additional conditions precedent conditions: A. County (i) granting and issuing all conforming approvals, permits and consents, if any, and executing all documents, consents, permits, plans and permit applications that are required or otherwise necessary to enable PCDC to own, seek permits for and operate the Materials Repository and (ii) not adopting, enacting or otherwise implementing any ordinance, rule, regulation or other form of law that would prevent or otherwise materially impair the ability of PCDC to obtain the Operating Permit, construct the Materials Repository, own and/or operate the Materials Repository on the Property or accept Solid Waste for disposal at the Materials Repository; B. PCDC obtaining all permits, consents, approvals and licenses necessary to operate a Solid Waste disposal area and facility on the Property, including. without limitation, operating and construction permits from MDNR, any NPDES permit, or such failure isother permits, in licenses, approvals or consents as are necessary to operate the judgment Materials Repository on the Property; C. PCDC's commencement of the Operating Partnership, either intentional or likely to have a Material Adverse Effect Materials Repository operations on the Operating Partnership or its future operations:Property, which shall mean PCDC's acceptance of Solid Waste at the Materials Repository; (a) D. The representations and warranties of each County contained throughout this Agreement shall be true and complete as of the Contributors contained herein date hereof, and shall have been continue to be true and correct on complete from and after the date when PCDC ceases Materials Repository operations at the Materials Repository, with the same effect as though such representations and warranties were made, and shall be true and correct had been made on the Closing Date as if made at and as of such date; (b) Each ; each and all of the obligations hereunder agreements and covenants of each of County to be performed pursuant to the Contributors terms hereof shall have been duly performed on or before the Closing Datefully performed; (c) Concurrently E. All necessary consents of and filing with the Closing, each of the Contributors shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunder; (d) Except as otherwise permitted herein, each of the Contributors shall have obtained all consents any governmental authority or approvals of any Governmental Entity or third party agency relating to the consummation of the transactions contemplated hereunder or in the Proxy Solicitation; (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order this Agreement shall have been enacted, entered, promulgated obtained or enforced by accomplished and no action or proceeding before a court or any court of competent jurisdiction other governmental agency or Governmental Entity that prohibits body shall have been instituted or threatened to restrain or prohibit the consummation development of the transactions contemplated herein, Property for use as a sanitary Materials Repository for the disposal of Solid Waste and from the commencement of operations of the Materials Repository and no litigation governmental agency or governmental proceeding seeking body shall have taken any other action or have made any request of PCDC as a result of which the management of PCDC deems it inadvisable to proceed with the commencement or continued operation of the Materials Repository on the Property; F. The Materials Repository, if permitted as a sanitary landfill for the disposal of Solid Waste, shall have an adequate Access Road with a legal duration in time at least equal to the anticipated life of the Materials Repository, together with closure and post-closure periods; G. PCDC's determination that commencement of Materials Repository operations on the Property is economically and operationally feasible. All of the foregoing conditions are solely for the benefit of PCDC. Should any of these conditions fail to be satisfied, unless any such order failure has been waived by PCDC, this Agreement shall be pending null and void. PCDC's obligation to pay the Host Fee is conditioned upon satisfaction or threatened in writing; waiver of all of the foregoing conditions and (f) There , until such time as PCDC commences accepting Solid Waste at the Materials Repository, PCDC shall not have occurred between the date hereof and the Closing Date be obligated to make any adverse change in payment or do any Titleholder's assets, business, financial condition, results of operations or prospects or the Management Businessact which is otherwise required hereunder.

Conditions Precedent. The closing effectiveness of the Company's IPO ’s Registration Statement on or before March 31Form S-11 relating to the Public Offering (as amended from time to time, 1998, is a condition the “Registration Statement”) and the consummation of the Public Offering are conditions precedent to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunderby this Agreement on the Closing Date. In addition to the foregoing, the Operating Partnership shall These conditions may not be obligated waived by any party to close hereunder absent satisfaction of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operations:this Agreement. (a) The obligations of the Company and the Operating Partnership to effect the Formation Transaction shall be subject to the following additional conditions precedent: (i) the representations and warranties of each of the Contributors Contributor contained herein in this Agreement shall have been true and correct in all material respects on the date such representations and warranties were made, made and shall be true and correct on the Closing Date as if made at and as of such datethe Closing Date, subject to changes that would not reasonably be expected to have a Material Adverse Effect; (bii) Each of each obligation to be performed by the obligations hereunder of each of the Contributors Contributor shall have been duly performed by the Contributor on or before the Closing Date, and the Contributor shall not have materially breached any of its covenants contained herein; (ciii) Concurrently concurrently with the Closing, each of the Contributors Contributor shall have executed and delivered to the Company or the Operating Partnership Partnership, as applicable, the documents required to be delivered hereunderpursuant to Section 2.3; (div) Except as otherwise permitted herein, each of the Contributors shall have obtained all necessary consents or approvals of any Governmental Entity governmental authorities or third party parties (including, without limitation, lenders to the Contributor, Holdings or any Participating Entity) to the consummation of the transactions contemplated hereunder herein shall have been obtained, other than the consents or in approvals of lenders whose loans are to be repaid before or immediately after the Proxy SolicitationClosing; (ev) No there shall not have occurred between the date hereof and the Closing Date any material adverse change in any of the assets, business, financial condition, results or prospects of operation of the Properties that has, or could reasonably be expected to have, a Material Adverse Effect; (vi) no order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity governmental or regulatory authority or instrumentality that prohibits the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such an order shall be pending or threatened in writing; (vii) subject to Section 4.2(c), no new matters with respect to any Property which the Company would be required to disclose in the Registration Statement shall have arisen or occurred; (viii) intentionally omitted; and (fix) There shall not have occurred between all of the date hereof Other Contributors (other than the Company and the Operating Partnership) shall have made the contributions under their respective Other Agreements. Any of the foregoing conditions in this Section 2.1(a) may be waived by the Company in its sole and absolute discretion. (b) The obligations of the Contributor to effect the Formation Transaction shall be subject to the following conditions precedent, either of which may be waived by Contributor in its sole discretion: (i) All Other Contributors shall have made the contributions described in their respective Other Agreements; and (ii) Each of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ shall have entered into employment agreements with the Company or its subsidiary with respect to post-Closing Date any adverse change employment on terms and conditions consistent with the descriptions contained in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management BusinessRegistration Statement.

Conditions Precedent. The closing of the Company's IPO on or before March 31, 1998, is a condition precedent to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunder. In addition to the foregoing, the Operating Partnership shall not be obligated to close hereunder absent satisfaction of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operations: (a) The representations Seller shall have prepared audited financial statements concerning Seller’s Business. Said audited financial statements shall be prepared in accordance with the rules and warranties of each regulations as promulgated by the Securities and Exchange Commission (“SEC”) and delivered to Buyer prior to the expiration of the Contributors contained herein shall have been true and correct on the date such representations and warranties were made, and Closing period. The Seller shall be true responsible for any and correct on all costs and fees associated with the Closing Date as if made at and as preparation of such date;the audited financial statement. (b) Each of Neither the obligations hereunder of each of Buyer nor the Contributors Seller shall have (i) made a general assignment for the benefit of creditors, (ii) filed a petition in bankruptcy, or been duly performed on adjudicated a bankrupt or before insolvent, (iii) filed a petition seeking any reorganization, arrangement, imposition, readjustment, liquidation, dissolution or similar relief under any present or future bankruptcy or similar statute, law or regulations, (iv) filed an answer admitting or not contesting the Closing Date;material allegations of a petition against it in any such proceeding, or (v) sought or consented to or acquiesced in the appointment of any trustee, receiver, or liquidator of any material part of its properties. (c) Concurrently with the Closing, each of the Contributors There shall have executed and delivered not be pending any suit or action seeking to the Operating Partnership the documents required to be delivered hereunder; (d) Except as otherwise permitted herein, each of the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party to the consummation of enjoin the transactions contemplated hereunder or in the Proxy Solicitation; (e) No by this Agreement nor shall any judgment, temporary restraining order, statute, rule, regulation, executive order, injunction, stay, decree injunction or similar relief restraining order shall or inhibiting such transaction have been enacted, entered, promulgated or enforced issued by any court of competent jurisdiction or Governmental Entity governmental agency (other than any suit or action with respect to which it is not reasonable to believe that prohibits the consummation of the transactions contemplated hereinby this Agreement may be enjoined). If any request for an injunction in connection with the transactions contemplated by this Agreement is scheduled to be heard, and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writing; and (f) There the Closing shall not have occurred between take place until after the date hereof and the Closing Date any adverse change in any Titleholder's assetsdisposition of such request. If an injunction is granted, business, financial condition, results of operations or prospects or the Management Businesseither party may terminate this Agreement.

Conditions Precedent. The closing effectiveness of the Company's IPO ’s Registration Statement on or before March 31Form S-11 to be filed with the Securities and Exchange Commission after the execution of this Agreement (as amended from time to time, 1998, is a condition the “Registration Statement”) and the consummation of the Public Offering are conditions precedent to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunderby this Agreement on the Closing Date (as defined in Section 2.2). In addition to the foregoing, the Operating Partnership shall These conditions may not be obligated waived by any Party to close hereunder absent satisfaction this Agreement. The obligations of the Company and LLC (the “Company Entities”) to effect the transactions contemplated hereby and the Formation Transactions shall be subject to the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsprecedent: (a) The the representations and warranties of each of the Contributors Meruelo Trust contained herein in this Agreement shall have been true and correct on the date such representations and warranties were made, made and shall be true and correct on the Closing Date as if made at and as of such datethe Closing Date; (b) Each of each obligation to be performed by the obligations hereunder of each of the Contributors Meruelo Entities shall have been duly performed by the Meruelo Entities on or before the Closing Date, and each of the Meruelo Entities shall not have breached any of its covenants contained herein; (c) Concurrently concurrently with the Closing, each of the Contributors Meruelo Entities, directly or through the Attorney-in-Fact (as defined in Section 6.1), shall have executed and delivered to the Operating Partnership Company and/or LLC the documents required to be delivered hereunderpursuant to Section 2.3; (d) Except as otherwise permitted herein, each of the Contributors shall have obtained all necessary consents or approvals of any Governmental Entity governmental authorities or third party parties (including, without limitation, lenders to the Meruelo Entities) to the consummation of the transactions contemplated hereunder herein and the Formation Transactions shall have been obtained, other than the consents or in approvals of lenders whose loans are to be repaid before or immediately after the Proxy SolicitationClosing; (e) No there shall not have occurred between the date hereof and the Closing Date any material adverse change in any of the assets, business, financial condition, results or prospects of operation of the Properties, taken as a whole; (f) no order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity governmental or regulatory authority or instrumentality that prohibits the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such an order shall be pending or threatened in writing; and (fg) There at the Closing, the Company shall not have occurred between obtained an irrevocable commitment (in the date hereof and form of a title company signed closing instruction letter) from a title insurance company satisfactory to the Company (the “Title Insurance Company”) to issue as of the Closing Date any adverse change an ALTA Owner’s Title Insurance Policy 1992 Form for each Property insuring LLC’s fee simple title to each Property as of the Closing Date (including all recorded appurtenant easements insured as separate easements described in any Titleholder's assets“Schedule A” to such Title Policies (as defined below) if such easements are necessary to the function of the property) with gap coverage from Meruelo Trust through the date of recording (if applicable), businesssubject only to Permitted Liens (as defined in Section 3.3(a)), financial conditionin such amounts as the Company reasonably determines to be the value of the Property insured thereunder, results and each of operations or prospects or such policies shall name the Management BusinessCompany and the Operating Partnership as additional insureds (to the extent such endorsement naming the Company as an additional insured is available on a commercially reasonable basis), shall have the creditor’s rights exception deleted, shall contain all endorsements reasonably requested by the Company (including, without limitation, extended coverage endorsements and non-imputation endorsements to the extent available), may contain a survey exception and shall otherwise be in form and substance reasonably satisfactory to the Company (collectively, the “Title Policies”). Any of the foregoing conditions in clauses (a) through (g) may be waived by the Company in its sole and absolute discretion.

Conditions Precedent. The closing Closing of the Company's IPO on or before March 31, 1998, ML Loan is a condition precedent to the obligations of all the parties to this Contribution Agreement to effect the transactions contemplated hereunderby this Contribution Agreement on the Closing Date (as defined below). In addition to the foregoing, The obligations of the Operating Partnership to effect the transactions contemplated hereby shall not be obligated subject to close hereunder absent satisfaction of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsconditions: (a) The representations and warranties of each of the Contributors Contributor contained herein in this Contribution Agreement shall have been true and correct in all material respects on the date such representations and warranties were made, and shall be true and correct in all material respects on the Closing Date as if made at and as of such date; (b) Each of the obligations hereunder of each of the Contributors Contributor to be performed by it shall have been duly performed by it on or before the Closing Date; (c) Concurrently with the Closing, each of the Contributors Contributor shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunderpursuant to Section 2.3 hereof; (d) Except as otherwise permitted herein, each of the Contributors The Contributor shall have obtained all necessary consents or approvals of any Governmental Entity governmental authorities or third party parties to the consummation of the transactions contemplated hereunder or in hereby and the Proxy Solicitationgeneral partner of Stellar shall have distributed the Interest to the Contributor; (e) The Contributor shall not have breached any of its covenants contained herein in any material respect; (f) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity governmental or regulatory authority or instrumentality that prohibits the consummation of the transactions contemplated hereinhereby, and no litigation or governmental proceeding seeking any such an order shall be pending or threatened in writing; andthreatened; (fg) There shall not have occurred between the date hereof and the Closing Date any material adverse change in any Titleholderof the Partnership's assets, assets or business, financial condition, results of operations ; and (h) The Operating Partnership shall have acquired at or prospects or prior to the Management BusinessClosing all outstanding partnership interests in the Partnership. The foregoing conditions may be waived by the Operating Partnership in its sole and absolute discretion.

Conditions Precedent. The closing If any Condition Precedent (defined below) is not timely satisfied, upon the request of the Company's IPO on or before March 31Provider delivered within sixty (60) days after the failure of such Condition Precedent, 1998then, is a condition precedent for thirty (30) days following written notice from Provider, the Parties shall attempt to negotiate an adjustment to the obligations Base Service Fee applicable as of all parties to the Operational Date. After such thirty (30) day negotiation period, either Party that participates in such negotiations in good faith may terminate this Contribution Agreement to effect the transactions contemplated hereunder. In addition by providing ten (10) days’ prior written notice to the foregoingother Party, provided that this Agreement shall not terminate if, prior to the expiration of such 10-day period, the Operating Partnership Provider withdraws its negotiation request in writing. Neither Party shall be liable for any damages in connection with such termination. Prior to the Operational Date, the following conditions (each a “Condition Precedent”) shall be satisfied: i. The Interconnection Cost (defined below) shall not exceed the Interconnection Limit detailed in the Scope of Services; ii. Each Approval (defined below) shall have been secured for the System, on a timely basis and without any condition or requirement that a change should be made to the System or the System Site Plan attached as Exhibit 1B; iii. All applicable Existing Incentives for the System shall have been timely secured and received by Provider; iv. Sitework at the Premises shall not be obligated required to close hereunder absent satisfaction complete the Installation Services unless such Sitework is reflected on Exhibit 1B as of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operations: (a) The representations and warranties of each of the Contributors contained herein shall have been true and correct on the date such representations and warranties were made, and shall be true and correct on the Closing Date as if made at and as of such date; (b) Each of the obligations hereunder of each of the Contributors shall have been duly performed on or before the Closing Effective Date; (c) Concurrently with the Closing, each of the Contributors shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunder; (d) Except as otherwise permitted herein, each of the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party to the consummation of the transactions contemplated hereunder or in the Proxy Solicitation; (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writing; and (f) There shall v. Customer has not have occurred between provided inaccurate or incomplete information concerning the date hereof and Premises or made requests for changes to the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects System or the Management Businesslocation of the System or related facilities on the Premises that, in either case, increase the cost to Provider to perform Installation Services or extend the schedule for performance of Installation Services.

Conditions Precedent. The closing of the Company6.1. Each Fund's IPO on or before March 31, 1998, is a condition precedent obligations hereunder shall be subject to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunder. In addition to the foregoing, the Operating Partnership shall not be obligated to close hereunder absent satisfaction of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operations: (a) The performance by the other Fund of all the obligations to be performed hereunder at or before the Effective Time, (b) all representations and warranties of each of the Contributors other Fund contained herein shall have been being true and correct on in all material respects as of the date such representations hereof and, except as they may be affected by the transactions contemplated hereby, as of the Effective Time, with the same force and warranties were made, and shall be true and correct on the Closing Date effect as if made at and as of such date;the Effective Time, and (c) the following further conditions that, at or before the Effective Time: (b) Each of 6.1.1. This Agreement and the obligations hereunder of each of the Contributors transactions contemplated hereby shall have been duly performed adopted and approved by the Trust's Board of Trustees on behalf of Target and Acquiring Fund and shall have been approved by Target's shareholders in accordance with applicable law. 6.1.2. All necessary filings shall have been made with the SEC and state securities authorities, and no order or directive shall have been received that any other or further action is required to permit the parties to carry out the transactions contemplated hereby. The Registration Statement shall have become effective under the 1933 Act, no stop orders suspending the effectiveness thereof shall have been issued, and the SEC shall not have issued an unfavorable report with respect to the Reorganization under Section 25(b) of the 1940 Act nor instituted any proceedings seeking to enjoin consummation of the transactions contemplated hereby under Section 25(c) of the 1940 Act. All consents, orders, and permits of federal, state, and local regulatory authorities (including the SEC and state securities authorities) deemed necessary by either Fund to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain the same would not involve a risk of a material adverse effect on the assets or properties of the Fund. 6.1.3. At the Effective Time, no action, suit, or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or to obtain damages or other relief in connection with, the Closing Datetransactions contemplated hereby. 6.1.4. Target shall have received an opinion of Kramer Levin ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ Tr▇▇▇ ("Counsel"), substantially to the effect that: 6.1.4.1. Acquiring Fund is a validly existing series of the Trust, a business trust duly formed and validly existing and in good standing under the laws of the State of Delaware with the power under its Trust Instrument to carry on its business and to own all of its properties and assets; 6.1.4.2. This Agreement (ca) Concurrently has been duly authorized and executed by the Trust on behalf of Acquiring Fund and (b) assuming due authorization, execution, and delivery of this Agreement by Target, is a legal, valid and binding obligation of Acquiring Fund, enforceable against Acquiring Fund in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, receivership, fraudulent conveyance, moratorium or other laws of general application relating to or affecting the Closingenforcement of creditors' rights and remedies, each as from time to time in effect, (ii) application of equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) principles of course of dealing or course of performance and standards of good faith, fair dealing, materiality and reasonableness that may be applied by a court to the Contributors shall have executed exercise of rights and remedies; 6.1.4.3. Acquiring Fund's Shares to be issued and delivered to the Operating Partnership Shareholders under this Agreement, assuming their due delivery as contemplated by this Agreement, will be duly authorized and validly issued and outstanding and fully paid and nonassessable (except as disclosed in the documents required to be delivered hereunderTrust's then current prospectus and statement of additional information); (d) Except as otherwise permitted herein6.1.4.4. The execution and delivery of this Agreement did not, each of the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party to and the consummation of the transactions contemplated hereunder hereby will not (a) materially violate the Trust's Trust Instrument or By-laws or any provision of any agreement to which the Trust (with respect to Acquiring Fund) is a party or by which it is bound or (b) to the knowledge of Counsel, result in the Proxy Solicitationacceleration of any obligation, or the imposition of any penalty, under any agreement, judgment, or decree known to Counsel to which the Trust (with respect to Acquiring Fund) is a party or by which it (with respect to Acquiring Fund) is bound, except as set forth in such opinion or as previously disclosed in writing to and accepted by the Trust; 6.1.4.5. To the knowledge of Counsel, no consent, approval, authorization or order of any Delaware or Federal Court or governmental authority of the State of Delaware or the United States of America is required for the consummation by the Trust on behalf of Acquiring Fund, of the transactions contemplated by the Agreement, except such as may be required under the 1933 Act, the 1934 Act and the 1940 Act and under securities laws of states other than the State of Delaware; 6.1.4.6. The Trust is registered with the SEC as an investment company, and to the knowledge of Counsel no order has been issued or proceeding instituted to suspend such registration; and 6.1.4.7. To the knowledge of Counsel, (ea) No no litigation, administrative proceeding, or investigation of or before any court or governmental body is pending or threatened as to the Trust (with respect to Acquiring Fund) or any of its properties or assets attributable or allocable to Acquiring Fund and (b) the Trust (with respect to Acquiring Fund) is not a party to or subject to the provisions of any order, statutedecree, ruleor judgment of any court or governmental body that materially and adversely affects Acquiring Fund's business, regulationexcept as set forth in such opinion or as otherwise disclosed in writing to and accepted by the Trust. In rendering such opinion, executive orderCounsel may (i) rely, injunctionas to matters governed by the laws of the State of Delaware, stayon an opinion of competent Delaware counsel, decree (ii) make assumptions regarding the authenticity, genuineness, and/or conformity of documents and copies thereof without independent verification thereof, and other customary assumptions as the parties may agree, (iii) limit such opinion to applicable federal and state law, (iv) define the word "knowledge" and related terms to mean the knowledge of attorneys then with such firm who have devoted substantive attention to matters directly related to this Agreement and the Reorganization; and (v) rely on certificates of officers or restraining order trustees of the Trust, in each case reasonably acceptable to the Trust. 6.1.5. Acquiring Fund shall have received an opinion of Counsel, substantially to the effect that: 6.1.5.1. Target is a validly existing series of the Trust, a business trust duly organized and validly existing and in good standing under the laws of the State of Delaware with power under its Trust Instrument to own all of its properties and assets and, to the knowledge of Counsel, to carry on its business as presently conducted; 6.1.5.2. This Agreement (a) has been enactedduly authorized and executed by the Trust on behalf of Target and (b) assuming due authorization, enteredexecution, promulgated and delivery of this Agreement by the Trust on behalf of Acquiring Fund, is a legal, valid and binding obligation of Target, enforceable against Target in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, receivership, fraudulent conveyance, moratorium or enforced other laws of general application relating to or affecting the enforcement of creditors' rights and remedies, as from time to time in effect, (ii) application of equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) principles of course of dealing or course of performance and standards of good faith, fair dealing, materiality and reasonableness that may be applied by any a court to the exercise of competent jurisdiction or Governmental Entity that prohibits rights and remedies; 6.1.5.3. The execution and delivery of this Agreement did not, and the consummation of the transactions contemplated hereinhereby will not, (a) materially violate the Trust's Trust Instrument or By-laws or any provision of any agreement known to Counsel, to which the Trust (with respect to Target) is a party or by which it is bound or (b) to the knowledge of such counsel, result in the acceleration of any obligation, or the imposition of any penalty, under any agreement, judgment, or decree known to Counsel to which the Trust (with respect to Target) is a party or by which it (with respect to Target) is bound, except as set forth in such opinion or as previously disclosed in writing to and accepted by the Trust; 6.1.5.4. To the knowledge of Counsel, no consent, approval, authorization or order of any Delaware or Federal Court or governmental authority of the State of Delaware or the United States of America is required for the consummation by the Trust on behalf of Target, of the transactions contemplated by the Agreement, except such as may be required under the 1933 Act, the 1934 Act and the 1940 Act and under securities laws of states other than the State of Delaware; 6.1.5.5. The Trust is registered with the SEC as an investment company, and to the knowledge of Counsel no litigation order has been issued or proceeding instituted to suspend such registration; and 6.1.5.6. To the knowledge of Counsel, (a) no litigation, administrative proceeding, or investigation of or before any court or governmental proceeding seeking any such order shall be body is pending or threatened as to the Trust (with respect to Target) or any of its properties or assets attributable or allocable to Target and (b) the Trust (with respect to Target) is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects Target's business, except as set forth in writingsuch opinion or as otherwise disclosed in writing to and accepted by the Trust. In rendering such opinion, Counsel may (i) rely, as to matters governed by the laws of the State of Delaware, on an opinion of competent Delaware counsel, (ii) make assumptions regarding the authenticity, genuineness, and/or conformity of documents and copies thereof without independent verification thereof, and other customary assumptions as the parties may agree, (iii) limit such opinion to applicable federal and state law, (iv) define the word "knowledge" and related terms to mean the knowledge of attorneys then with such firm who have devoted substantive attention to matters directly related to this Agreement and the Reorganization, and (v) rely on certificates of officers or trustees of Target; in each case reasonably acceptable to the Trust. 6.1.6. The Trust, on behalf of Target and Acquiring Fund, shall have received an opinion of Counsel addressed to and in form and substance reasonably satisfactory to it, as to the federal income tax consequences of the Reorganization ("Tax Opinion"). In rendering the Tax Opinion, Counsel may rely as to factual matters, exclusively and without independent verification, on the representations made in this Agreement (and/or in separate letters addressed to Counsel) and each Fund's separate covenants. Each Fund agrees to make reasonable covenants and representations as to factual matters as of the Effective Time in connection with the rendering of such opinion. The Tax Opinion shall be substantially to the effect that, based on the facts and assumptions stated therein and conditioned on consummation of the Reorganization in accordance with this Agreement, for federal income tax purposes: 6.1.6.1. The Reorganization will constitute a reorganization within the meaning of section 368(a)(1) of the Code, and each Fund will be "a party to a reorganization" within the meaning of section 368(b) of the Code; 6.1.6.2. No gain or loss will be recognized by Target on the transfer to Acquiring Fund of Assets in exchange solely for Acquiring Fund's Shares and Acquiring Fund's assumption of Liabilities or on the subsequent distribution of those shares to the Shareholders in liquidation of Target; 6.1.6.3. No gain or loss will be recognized by Acquiring Fund on its receipt of Assets in exchange solely for Acquiring Fund's Shares and its assumption of Liabilities; 6.1.6.4. Acquiring Fund's adjusted tax basis in the Assets acquired will be equal to the basis thereof in Target's hands immediately before the Reorganization, and Acquiring Fund's holding period for the Assets will include Target's holding period therefor; 6.1.6.5. A Shareholder will recognize no gain or loss on the exchange of Target Shares solely for Acquiring Fund's Shares pursuant to the Reorganization; and (f) There shall 6.1.6.6. A Shareholder's aggregate tax basis in Acquiring Fund's Shares received by it in the Reorganization will equal its aggregate tax basis in its Target Shares surrendered in exchange therefor, and its holding period for Acquiring Fund Shares will include its holding period for Target Shares, provided Target Shares are held as capital assets by the Shareholder at the Effective Time. 6.2. At any time before the Closing, either Fund may waive any of the foregoing conditions if, in the judgment of the Trust's Board of Trustees, such waiver will not have occurred between the date hereof and the Closing Date any a material adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management Businesseffect on its shareholders' interests.

Conditions Precedent. The closing of (a) Lessor's obligation to lease the Company's IPO on or before March 31, 1998, is a condition precedent Aircraft to the obligations of all parties Lessee shall be subject to this Contribution Agreement to effect the transactions contemplated hereunder. In addition to the foregoing, the Operating Partnership shall not be obligated to close hereunder absent satisfaction of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsconditions: (ai) The no Default, Event of Default or Event of Loss shall have occurred and be continuing, and no Default or Event of Default would result from the leasing of the Aircraft hereunder on the Delivery Date; (ii) the representations and warranties of each Lessee set forth in Section 5.01 and of Seller set forth in Section 9(a) of the Contributors contained herein shall have been true and correct on the date such representations and warranties were made, and Purchase Agreement shall be true and correct on the Closing Delivery Date as if (unless any such representation and warranty shall have been made at with reference to a specified date, in which case such representation and warranty shall be true and accurate as of such specified date), and each other party to this Lease and the other Operative Documents to which it is a party shall have performed and observed, in all material respects, all of its covenants, obligations and agreements in this Lease and the other Operative Documents to which it is a party to be observed or performed by it as of the Delivery Date; (iii) Lessee shall have delivered to Lessor an original of this Lease and Lease Supplement No. 1 thereto, and Lessor shall have received each of the other Closing Documents, each duly executed by the parties thereto other than Lessor, dated as of the Delivery Date (or such other date as may be reasonably satisfactory to Lessor) and in form and substance reasonably satisfactory to Lessor; (iv) no Default or Event of Default shall have occurred and be continuing under any Other Lease; (v) no change shall have occurred subsequent to the execution of this Lease and prior to the Delivery Date in any applicable Law or in the interpretation thereof that, in Lessor's reasonable opinion, would make it illegal for Lessor, Beneficiary, Seller or Lessee, or any or all of them, to perform any of their respective obligations under any of the Operative Documents; and (vi) no action or proceeding shall have been instituted, nor shall any action be threatened in writing, before any governmental authority, nor shall any order, judgement or decree have been issued or proposed to be issued by any governmental authority, to set aside, restrain, enjoin or prevent the completion and consummation of this Lease or any other Operative Document or the transactions contemplated hereby or thereby. (vii) the conditions set forth in Section 4 of EXHIBIT A-2 shall have been met. (b) Each Lessee's obligation to lease the Aircraft hereunder shall be subject to its satisfaction of the following conditions: (i) no Event of Loss shall have occurred. (ii) the representations and warranties of each other party to the Operative Documents made, in each case, in this Lease and in any other Operative Document to which Lessee is party, shall be true and correct on the Delivery Date (unless any such representation and warranty shall have been made with reference to a specified date, in which case such representation and warranty shall be true and accurate as of such specified date); and each other party to this Lease and the other Operative Documents to which it is a party shall have performed and observed, in all material respects, all of its covenants, obligations hereunder and agreements in this Lease and the other Operative Documents to which it is a party to be observed or performed by it as of the Delivery Date. (iii) Lessee shall have received originals of this Lease and Lease Supplement No. 1 thereto, and Lessee shall have received each of the Contributors other Closing Documents, each duly executed by the parties thereto other than Lessee, dated as of the Delivery Date (or such other date as may be reasonably satisfactory to Lessee) and in form and substance reasonably satisfactory to Lessee; (iv) no change shall have occurred subsequent to the execution of this Lease and prior to the Delivery Date in any applicable Law or in the interpretation thereof that, in Lessee's reasonable opinion, would make it illegal for Lessor, Beneficiary, Seller or Lessee, or any or all of them, to perform any of their respective obligations under any of the Operative Documents; and (v) no action or proceeding shall have been duly performed on instituted, nor shall any action be threatened in writing, before any governmental authority, nor shall any order, judgement or before decree have been issued or proposed to be issued by any governmental authority, to set aside, restrain, enjoin or prevent the Closing Date;completion and consummation of this Lease or any other Operative Document or the transactions contemplated hereby or thereby. PROVIDED that Lessee hereby acknowledges that each of the foregoing conditions shall be deemed to have been satisfied upon delivery of the Aircraft by Aero to Lessor and payment of the Aircraft Price and acceptance of the Aircraft by Lessor under the Purchase Agreement, in which event Lessee shall not have any right to reject the Aircraft or any Part thereof hereunder. (c) Concurrently with The conditions specified in paragraph (a) are inserted for the Closing, each sole benefit of the Contributors shall have executed Lessor and delivered may be waived or deferred in whole or in part by Lessor. Lessor may attach to the Operating Partnership the documents required to be delivered hereunder;such waiver or deferral such requirements and further or other conditions as Lessor reasonably thinks fit. (d) Except as otherwise permitted hereinThe conditions specified in paragraph (b) are inserted for the sole benefit of Lessee and may be waived or deferred in whole or in part by Lessee, each of the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party subject to the consummation proviso at the end of the transactions contemplated hereunder paragraph (b). Lessee may attach to such waiver or in the Proxy Solicitation; (e) No order, statute, rule, regulation, executive order, injunction, stay, decree deferral such requirements and further or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writing; and (f) There shall not have occurred between the date hereof and the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management Businessother conditions as Lessee reasonably thinks fit.

Conditions Precedent. The closing of the Company's IPO on or before March 31, 1998, is a condition precedent to the obligations of all parties to this Contribution This First Amending Agreement to effect the transactions contemplated hereunder. In addition to the foregoing, the Operating Partnership shall not be obligated to close hereunder absent satisfaction effective until each of the following additional conditions precedent if such failure is, has been met to the satisfaction of Lender or has been waived in the judgment of the Operating Partnership, either intentional writing (in whole or likely to have a Material Adverse Effect on the Operating Partnership or in part) by Lender in its future operationssole discretion: (a) The representations Lender has received, in form and warranties substance satisfactory to Lender, an original copy of each of the Contributors contained herein shall following documents: (i) this First Amending Agreement executed by each US Borrower and the other Obligors party hereto; (ii) documentation in connection with corporate actions and proceedings which Lender may have been true requested in connection herewith, such documents where requested by Lender or its counsel to be certified by appropriate corporate officers or governmental authorities; (iii) certificate of incumbency executed by each US Borrower; (iv) all consents, waivers, acknowledgements and correct other agreements from third parties which Lender may deem necessary or desirable in order to give effect to the provisions or purposes of this First Amending Agreement; (v) originals or copies, as determined by Lender, of such other documents and instruments as are reasonably required by Lender, including all other documents listed on the date such representations and warranties were made, and shall be true and correct on closing agenda relating to the Closing Date as if made at and as of such datetransactions contemplated herein; (b) Each US Borrowers have paid all fees, expenses and disbursements, including, without limitation, legal fees and an amendment fee in the amount of the obligations hereunder of each of the Contributors shall have been duly performed on US$100,000, incurred by or before the Closing Datepayable to Lender in connection with this First Amending Agreement; (c) Concurrently all requisite corporate actions and proceedings in connection with the Closing, each of the Contributors this First Amending Agreement shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunderbeen completed; (d) Except as otherwise permitted herein, each no Event of the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party to the consummation of the transactions contemplated hereunder or in the Proxy Solicitation;Default exists; and (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order no material adverse change shall have been enacted, entered, promulgated occurred with respect to a US Borrower or enforced by any court Obligor since the date of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated herein, Lender’s latest field examination and no litigation change or governmental proceeding seeking any such order event shall be pending or threatened in writing; and (f) There shall not have occurred between the date hereof and the Closing Date which would have a material adverse effect on a US Borrower or any adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management BusinessObligor.

Conditions Precedent. 12.1 The closing obligation of the Company's IPO on or before March 31, 1998, Purchaser to consummate the transactions herein contemplated is a condition precedent subject to the obligations fulfilment of all parties to this Contribution Agreement to effect the transactions contemplated hereunder. In addition to the foregoing, the Operating Partnership shall not be obligated to close hereunder absent satisfaction each of the following additional conditions precedent if such failure is, in at the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationstimes stipulated: (a) The that the representations and warranties of each of the Contributors Vendor contained herein shall have been are true and correct on and as at the date Closing Date with the same force and effect as if such representations and warranties were made, and shall be true and correct on made as at the Closing Date Date, except as if made at may be in writing disclosed to and as of such dateapproved by the Purchaser; (b) Each that all the terms, covenants, conditions, agreements, and obligations hereunder on the part of the obligations hereunder of each of the Contributors shall have been duly Vendor to be performed on or before complied with at or prior to the Closing Date; (c) Concurrently with the Closing, each of the Contributors shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunder; (d) Except as otherwise permitted herein, each of the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party to the consummation of the transactions contemplated hereunder or in the Proxy Solicitation; (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writing; and (f) There shall not have occurred between the date hereof and the Closing Date any adverse change in any Titleholder's assetsno change, businessevent, financial condition, results of operations or prospects circumstance has occurred which materially adversely affects the Business Assets or the Management Businessprospects, operation, or condition of the Business or which, significantly reduces the value of the Business or the Business Assets to the Purchaser; (d) that between the date hereof and the Closing Date there has not been any substantial loss, damage, or destruction, whether or not covered by insurance, to any of the Business Assets; (e) no legal or regulatory action or proceeding shall be pending or threatened by any person to enjoin, restrict or prohibit the purchase and sale of the Business Assets contemplated hereby; (f) that at the Closing Date, there shall have been obtained from The Alberta Stock Exchange (the "ASE") confirmation that the ASE does not object to the transactions contemplated in this Agreement; (g) that at the Closing Date, there shall have been obtained from all appropriate federal, provincial, municipal or other governmental or administrative bodies such licences, permits, consents, approvals, certificates, registrations and authorizations as are required to be obtained by the Vendor to permit the change of ownership of the Business Assets contemplated hereby, and all notices, consents and approvals with respect to the transfer or assignment of the Material Contracts, including, without limitation those described in Schedule "4" hereof have been obtained; (h) that at the Closing Date, the Vendor shall have given or obtained the notices, consents and approvals described in Schedule "11" - Consents, in each case in form and substance satisfactory to the Purchaser, acting reasonably; (i) that at the Closing Date, there will have been obtained from each creditor listed in Schedule "14" an executed Settlement Agreement whereby each such creditor agrees to settle its debts and claims against the Vendor and the Business and to release the Vendor from any further liability in connection with such debts and claims; and (j) that at the Closing Date, there will have been obtained from the Principal an executed employment agreement with the Purchaser in a form satisfactory to the Purchaser and containing the terms customary for this type of agreement; The foregoing conditions of this Clause 12.1 are for the exclusive benefit of the Purchaser and may be waived in whole or in part by the Purchaser at any time. If any of the conditions contained in this Clause 12.1 shall not be performed or fulfilled at or prior to the Closing Date to the satisfaction of the Purchaser, acting reasonably, the Purchaser, may, by notice to the Vendor, terminate this Agreement and the obligations of the Vendor and the Purchaser under this agreement, provided that the Purchaser may also bring an action pursuant to Clause 9.3, 10.4 against the Vendor for damages suffered by the Purchaser where the non-performance or non-fulfilment of the relevant condition is as a result of a breach of covenant, representation or warranty by the Vendor. 12.2 The obligation of the Vendor to consummate the transactions herein contemplated is subject to the fulfilment of each of the following conditions precedent at the times stipulated: (a) that the representations and warranties of the Purchaser contained herein are true and correct on and as of the Closing Date with the same force and effect as if such representations and warranties were made as at the Closing Date, except as may be in writing disclosed to and approved by the Vendor; (b) that at the Closing Date, there will have been obtained from each creditor listed in Schedule "14" an executed Settlement Agreement whereby each such creditor agrees to settle its debts and claims against the Vendor and the Business and to release the Vendor from any further liability in connection with such debts and claims; and (c) that all terms, covenants, conditions, agreements, and obligations hereunder on the part of the Purchaser to be performed or complied with at or prior to the Closing, including in particular the Purchaser's obligation to deliver the documents and instruments herein provided for in Clause 14, have been performed and complied with as at the Closing. The foregoing conditions of this Clause 12.2 are for the exclusive benefit of the Vendor and may be waived in whole or in part by the Vendor at any time. If any of the conditions contained in this Clause 12.2 shall not be performed or fulfilled at or prior to the Closing Date to the satisfaction of the Vendor acting reasonably, the Vendor may, by notice to the Purchaser, terminate this Agreement and the obligations of the Vendor and the Purchaser under this Agreement, provided that the Vendor may also bring an action pursuant to Clause 10.3 against the Purchaser for damages suffered by it where the non-performance or non-fulfilment of the relevant condition is as a result of a breach of covenant, representation or a warranty by the Purchaser.

Conditions Precedent. The closing of the Company's IPO on or before March 31, 1998, is a condition precedent Each party’s obligation to the obligations of all parties to this Contribution Agreement to effect consummate the transactions contemplated hereunder. In addition by this Agreement is subject to the foregoing, the Operating Partnership shall not be obligated to close hereunder absent satisfaction of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsfollowing: (a) The obligations of Seller to consummate the transactions provided for herein are subject, at the option of Seller, to the fulfillment on or prior to the Closing Date of each of the following conditions: (i) The representations and warranties of each of the Contributors Buyer herein contained herein shall have been true and correct on the date such representations and warranties were made, and shall be true and correct in all material respects on the Closing Date (except that those representations and warranties of Buyer that are qualified by materiality shall be true and correct in all respects), as if though made at on and as of such date; (b) Each , except that representations which by their terms are made as of a specified date shall be true and correct as of the obligations hereunder of each of the Contributors date so specified, and Buyer shall have been duly performed on or before delivered to Seller a certificate, dated as of the Closing Date;, to that effect. (cii) Concurrently Buyer shall have performed and complied in all material respects with the Closingduties, each of the Contributors shall have executed obligations and delivered to the Operating Partnership the documents covenants under this Agreement required to be performed or complied with by it at or prior to Closing, and Buyer shall have delivered hereunder;to Seller a certificate, dated as of the Closing Date, to that effect. (diii) Except as No suit, action or other proceeding shall be pending or threatened that seeks to, or could reasonably result in a judicial order, judgment or decree that would, restrain, enjoin or otherwise permitted herein, each of the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party to prohibit the consummation of the transactions contemplated hereunder by this Agreement, other than an action or in the Proxy Solicitation;proceeding instituted or threatened by Seller or any of its affiliates. (eiv) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order All Consents shall have been enactedmade, enteredobtained or waived by the other party or parties thereto, promulgated or enforced the time period by which such consents were required to be made, given or withheld have expired without action by the party whose consent is required. Provided, however, if this condition is not satisfied, Seller shall have the option to treat the affected Asset as having a Title Defect and may exclude the affected Asset from the Assets delivered at Closing and the Purchase Price shall be reduced by the Allocated Value of such affected Asset. In such event the failure to satisfy this condition shall not be grounds for termination. (v) All Preferential Rights shall have been waived, exercised, or the time period in which to exercise expired without exercise. Provided, however, if this condition is not satisfied, either Party shall have the option to treat the affected Asset as having a Title Defect and may exclude the affected Asset from the Assets delivered at Closing and the Purchase Price shall be reduced by the Allocated Value of such affected Asset. In such event the failure to satisfy this condition shall not be grounds for termination. (vi) The aggregate of all adjustments to the Purchase Price for Environmental Defects, Title Defects, Preferential Rights exercised by third parties, and Casualty Losses shall not exceed fifteen percent (15 %) of the Purchase Price. (vii) Seller shall have successfully obtained certain desired amendments or waivers (by the lenders) to Seller’s credit facility. (viii) The transactions contemplated in this Agreement shall have been approved by the board of directors of Seller, in its sole discretion. (ix) Seller shall have obtained (i) an independent opinion as to the fair value of the Assets (in order to satisfy the applicable provisions of the Trust Indenture Act of 1939, as amended); (ii) approval of the transactions contemplated herein by Seller’s lenders and debt holders; (iii) releases of liens and security interests on any court of competent jurisdiction the Assets granted for the benefit of Seller’s lenders or Governmental Entity debt holders. (b) The obligations of Buyer to consummate the transactions provided for herein are subject, at the option of Buyer, to the fulfillment on or prior to the Closing Date of each of the following conditions: (i) The representations and warranties of Seller herein contained shall be true and correct in all material respects on the Closing Date (except that prohibits those representations and warranties of Seller that are qualified by materiality shall be true and correct in all respects), as though made on and as of such date, except representations that by their terms are made as of a specified date shall be true and correct as of the date so specified and Seller shall have delivered to Buyer a certificate, dated as of the Closing Date, to that effect. (ii) Seller shall have performed and complied in all material respects with the duties, obligations and covenants under this Agreement required to be performed or complied with by it at or prior to Closing, and Seller shall have delivered to Buyer a certificate, dated as of the Closing Date, to that effect. (iii) No suit, action or other proceeding shall be pending or threatened that seeks to, or could reasonably result in a judicial order, judgment or decree that would, restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated hereinby this Agreement, other than an action or proceeding instituted or threatened by Buyer or any of its affiliates. (iv) All material Consents shall have been made, obtained or waived by the other party or parties thereto, or the time period by which such consents were required to be made, given or withheld have expired without action by the party whose consent is required. Provided, however, if this condition is not satisfied, Seller shall have the option to treat the affected Asset as having a Title Defect and may exclude the affected Asset from the Assets delivered at Closing and the Purchase Price shall be reduced by the Allocated Value of such affected Asset (other than with regard to any consent required from Seller’s lenders, debt holders or board of directors). In such event the failure to satisfy this condition shall not be grounds for termination. (v) All Preferential Rights shall have been waived, exercised, or the time period in which to exercise expired without exercise. Provided, however, if this condition is not satisfied, either Party shall have the option to treat the affected Asset as having a Title Defect and may exclude the affected Asset from the Assets delivered at Closing and the Purchase Price shall be reduced by the Allocated Value of such affected Asset. In such event the failure to satisfy this condition shall not be grounds for termination. (vi) The aggregate of all adjustments to the Purchase Price for Environmental Defects, Title Defects, Preferential Rights exercised by third parties, and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writing; and (f) There Casualty Losses shall not have occurred between exceed fifteen percent (15 %) of the date hereof and the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management BusinessPurchase Price.

Conditions Precedent. The closing Each of the effectiveness of the Company's IPO ’s Registration Statement on or before March 31Form S-11 (as amended from time to time, 1998, the “Registration Statement”) to be filed with the Securities and Exchange Commission after the execution of this Agreement and the receipt by the Company of the proceeds from the Public Offering is a condition precedent to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunderby this Agreement on the Closing Date (as defined below). In addition to the foregoing, the Operating Partnership shall These conditions may not be obligated waived by any party to close hereunder absent satisfaction this Agreement. The obligations of the Company to effect the transactions contemplated hereby shall be subject to the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsconditions: (a) The the representations and warranties of each of the Contributors Contributor contained herein in this Agreement shall have been true and correct on the date such representations and warranties were made, and shall be true and correct on the Closing Date as if made at and as of such date; (b) Each each obligation of the obligations hereunder of each of the Contributors Contributor to be performed by it shall have been duly performed by it on or before the Closing Date, and Contributor shall not have breached any of its covenants contained herein; (c) Concurrently concurrently with the Closing, each of Contributor, directly or through the Contributors Attorney-in-Fact (as defined below), shall have executed and delivered to the Operating Partnership Company the documents required to be delivered hereunderpursuant to Section 2.3; (d) Except as otherwise permitted herein, each of the Contributors shall have obtained all necessary consents or approvals of any Governmental Entity governmental authorities or third party parties (including, without limitation, lenders and lessors) to the consummation of the transactions contemplated hereunder or in herein and the Proxy SolicitationFormation Transactions shall have been obtained; (e) No no order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity governmental or regulatory authority or instrumentality that prohibits the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such an order shall be pending or threatened in writing; andthreatened; (f) There there shall not have occurred between the date hereof and the Closing Date any material adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects the Participating Entity’s businesses or the Management BusinessProperties; (g) since September 30, 2009, and through and including the date of this Agreement and the Closing Date, there has not been any development, occurrence or event that, individually or in the aggregate with other developments, occurrences or events since that date, would cause a material adverse change to the Participating Entity’s financial statements as of such date; and (h) the contribution of the Participating Entity Interests and the Properties shall have been approved by the Participating Entities’ respective partners and members to the extent such approval is required by the applicable Participating Entity Agreements. Any or all of the foregoing conditions may be waived by the Company in its sole and absolute discretion.

Conditions Precedent. The closing obligations of the Company's IPO on or before March 31, 1998, is a condition precedent Sellers and Buyer to the obligations of all parties to this Contribution Agreement to effect consummate the transactions contemplated hereunder. In addition by this Agreement are subject to the foregoing, the Operating Partnership shall not be obligated to close hereunder absent satisfaction of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsprecedent: (a) The representations and warranties of each Approval of the Contributors contained herein shall have been true and correct on material terms of this Agreement by the date such representations and warranties were made, and shall be true and correct on the Closing Date as if made at and as Board of such dateDirectors of Buyer; (b) Each of the obligations hereunder of each of the Contributors shall have been duly performed on Any regulatory SEC or before the Closing Date;other state approval. (c) Concurrently with the Closing, each of the Contributors shall have executed and delivered In addition to the Operating Partnership Certificates, Buyer has all operating authority, licenses, franchises, permits, certificates, consents, rights and privileges, as are necessary or appropriate to the documents required operation of its business as now conducted and proposed to be delivered hereunder;conducted and which the failure to possess would have a material adverse effect on the assets, operations or financial condition of Quintessence. (d) Except as otherwise permitted herein, each of the Contributors shall have obtained It is mutually and collectively agreed between all consents or approvals of any Governmental Entity or third party parties to the consummation of the transactions contemplated hereunder or in the Proxy Solicitationthis Agreement that; (e1) No orderAny measure of lapse, statuteinterruption, ruleand or impairments of any Licenses, regulationmaterial trademark, executive orderservice ▇▇▇▇, injunctioncopyright, staytrade name, decree or restraining order shall have been enactedany application with respect thereto, enteredand any paragraph of this Agreement, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits may at the consummation discretion of the transactions contemplated hereinBuyer constitute a suspension and or termination of this entire Agreement. (2) The parties hereto agree that the suspension and or termination of this Agreement is subject to the free will, and no litigation or governmental proceeding seeking right, and or obligation of either Sellers, Buyer to cure any such order shall and all lapse, interruption, and or impairments within a “reasonable business period.” This Agreement will be pending acknowledged as suspended, and not terminated, upon notice to all parties by the party intended to cure, together with any overt act to cure. Such notice to cure and lapse of time will constitute an adjustment of any time or threatened in writing; andcalendar date period accordingly. Such notice constitutes the beginning of the “Reasonable Business Period”. (f3) There shall not have occurred between Anything herein or elsewhere in this Agreement to the date hereof contrary and or notwithstanding, a failure to cure in the Closing Date “Reasonable Business Period”, terminates this agreement at the option of the Buyer by operation of this section and clause, without further acts except that of notice, of any adverse change in kind, to any Titleholder's assetsparty of this Agreement, business, financial condition, results and thereupon by operation of operations this paragraph terminated without future or prospects past obligations or the Management Businessliability of any party.

Conditions Precedent. The closing obligation of the Company's IPO on or before March 31, 1998, is a condition precedent to the obligations of all parties to this Contribution Agreement to effect consummate the Acquisition and the transactions contemplated hereunder. In addition by this Agreement are subject to the foregoingfollowing conditions that may be waived, to the Operating Partnership extent permitted by law: 4.01. Each party must obtain the approval of its board of directors and such approval shall not have been rescinded or restricted. 4.02. Each party shall obtain all requisite licenses, permits, consents, authorizations and approvals required to complete the Acquisition and the transactions contemplated by this Agreement. 4.03. There shall be obligated no claim or litigation instituted or threatened in writing by any person or government authority seeking to close hereunder absent satisfaction restrain or prohibit any of the following additional conditions precedent if such failure iscontemplated transactions contemplated by this Agreement or challenge the right, title and interest of UTEK in the judgment FGTI Shares or the right of FGTI or UTEK to consummate the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operations:Acquisition contemplated hereunder. (a) 4.04. The representations and warranties of each of the Contributors contained herein shall have been true and correct on the date such representations and warranties were made, and parties shall be true and correct on in all material respects at the Closing Date as if made at Effective Date. 4.05. The Technology and as Intellectual Property has been prosecuted in good faith with reasonable diligence. 4.06. To the best knowledge of such date;UTEK and FGTI, the License Agreement is valid and in full force and effect without any default in this Agreement. (b) Each of the obligations hereunder of each of the Contributors 4.07. CRGQ shall have been duly performed on received, at or before the within 30 days of Closing Date; (c) Concurrently with the Closing, each of the Contributors shall have following: a) the stock certificates representing the FGTI Shares, duly endorsed (or accompanied by duly executed and delivered stock powers) by UTEK for cancellation; b) all documentation relating to the Operating Partnership the documents required FGTI's business, all in a form and substance satisfactory to be delivered hereunderCRGQ; (c) such agreements, files and other data and documents pertaining to FGTI's business as CRGQ may reasonably request; d) Except as otherwise permitted herein, each copies of the Contributors shall have obtained general ledgers and books of account of FGTI, and all consents or approvals federal, state and local income, franchise, property and other tax returns filed by FGTI since the inception of any Governmental Entity or third party FGTI; e) certificates of (i) the Secretary of State of the State of Florida as to the consummation legal existence and good standing, as applicable, (including tax) of FGTI in Florida; f) the original corporate minute books of FGTI, including the articles of incorporation and bylaws of FGTI, and all other documents filed in this Agreement; g) all consents, assignments or related documents of conveyance to give CRGQ the benefit of the transactions contemplated hereunder or in the Proxy Solicitationhereunder; (eh) No ordersuch documents as may be needed to accomplish the Closing under the corporate laws of the states of incorporation of CRGQ and FGTI, statuteand i) such other documents, ruleinstruments or certificates as CRGQ, regulation, executive order, injunction, stay, decree or restraining order their counsel may reasonably request. 4.08. CRGQ shall have been enacted, entered, promulgated or enforced by any court completed due diligence investigation of competent jurisdiction or Governmental Entity that prohibits FGTI to CRGQ's satisfaction in their sole discretion. 4.09. CRGQ shall receive the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writing; and (f) There shall not have occurred between the date hereof and resignation effective the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management Businesseach director and officer of FGTI.

Conditions Precedent. The closing effectiveness of the Company's IPO ’s Registration Statement on or before March 31Form S-11 relating to the Public Offering (as amended from time to time, 1998, is a condition the “Registration Statement”) and the consummation of the Public Offering are conditions precedent to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunderby this Agreement on the Closing Date. In addition to the foregoing, the Operating Partnership shall These conditions may not be obligated waived by any party to close hereunder absent satisfaction of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operations:this Agreement. (a) The obligations of the Company and the Operating Partnership to effect the Formation Transaction shall be subject to the following additional conditions precedent: (i) the representations and warranties of each of the Contributors contained herein in this Agreement shall have been true and correct in all material respects on the date such representations and warranties were made, made and shall be true and correct on the Closing Date as if made at and as of such datethe Closing Date, subject to changes that would not reasonably be expected to have a Material Adverse Effect; (bii) Each of the obligations hereunder of each of obligation to be performed by the Contributors shall have been duly performed by each Contributor on or before the Closing Date, and no Contributor shall have materially breached any of its covenants contained herein; (ciii) Concurrently concurrently with the Closing, each of the Contributors Contributor shall have executed and delivered to the Company or the Operating Partnership Partnership, as applicable, the documents required to be delivered hereunderpursuant to Section 2.3; (div) Except as otherwise permitted herein, each of the Contributors shall have obtained all necessary consents or approvals of any Governmental Entity governmental authorities or third party parties (including, without limitation any lender to SCP III) to the consummation of the transactions contemplated hereunder herein shall have been obtained, other than the consents or in approvals of lenders whose loans are to be repaid before or immediately after the Proxy SolicitationClosing; (ev) No there shall not have occurred between the date hereof and the Closing Date any material adverse change with respect to the Services Agreements that has, or could reasonably be expected to have, a Material Adverse Effect; provided, however, the Company and Operating Partnership acknowledge that, in connection with the Formation Transaction, the Services Agreements will be assigned, modified and/or terminated; (vi) no order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity governmental or regulatory authority or instrumentality that prohibits the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such an order shall be pending or threatened in writing; (vii) subject to Section 4.2(c), no new matters with respect to SCP III which the Company would be required to disclose in the Registration Statement shall have arisen or occurred; and (fviii) There shall not have occurred between all of the date hereof Other Contributors (other than the Company and the Operating Partnership) shall have made the contributions under their respective Other Agreements. Any of the foregoing conditions in this Section 2.1(a) may be waived by the Company in its sole and absolute discretion. (b) The obligations of the Contributor to effect the Formation Transaction shall be subject to the following conditions precedent, either of which may be waived by Contributor in its sole discretion: (i) all Other Contributors shall have made the contributions described in their respective Other Agreements; and (ii) each of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ shall have entered into employment agreements with the Company or its subsidiary with respect to post-Closing Date any adverse change employment on terms and conditions consistent with the descriptions contained in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management BusinessRegistration Statement.

Conditions Precedent. The closing effectiveness of the Company's IPO ’s Registration Statement on or before March 31Form S-11 relating to the Public Offering (as amended from time to time, 1998, is a condition the “Registration Statement”) and the consummation of the Public Offering(1) are conditions precedent to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunderby this Agreement on the Closing Date. In addition to the foregoing, the Operating Partnership shall These conditions may not be obligated waived by any party to close hereunder absent satisfaction of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operations:this Agreement. (a) The obligations of the Company and the Operating Partnership to effect the Formation Transaction shall be subject to the following additional conditions precedent: (i) the representations and warranties of each of the Contributors contained herein in this Agreement shall have been true and correct in all material respects on the date such representations and warranties were made, made and shall be true and correct on the Closing Date as if made at and as of such datethe Closing Date, subject to changes that would not reasonably be expected to have a Material Adverse Effect; (bii) Each of the obligations hereunder of each of obligation to be performed by the Contributors shall have been duly performed by each Contributor on or before the Closing Date, and no Contributor shall have materially breached any of its covenants contained herein; (ciii) Concurrently concurrently with the Closing, each of the Contributors Contributor shall have executed and delivered to the Company or the Operating Partnership Partnership, as applicable, the documents required to be delivered hereunderpursuant to Section 2.3; (d1) Except as otherwise permitted hereinThe Roll-Up will also be a condition of closing in the Underwriter’s Agreement. We will close everything simultaneously, each of the Contributors shall have obtained with documents required to be delivered into escrow prior to Underwriter funding. (iv) all necessary consents or approvals of any Governmental Entity governmental authorities or third party parties (including, without limitation any lender to SCP) to the consummation of the transactions contemplated hereunder herein shall have been obtained, other than the consents or in approvals of lenders whose loans are to be repaid before or immediately after the Proxy SolicitationClosing; (ev) No there shall not have occurred between the date hereof and the Closing Date any material adverse change with respect to the Services Agreements that has, or could reasonably be expected to have, a Material Adverse Effect; provided, however, the Company and Operating Partnership acknowledge that, in connection with the Formation Transaction, the Services Agreements will be assigned, modified and/or terminated; (vi) no order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity governmental or regulatory authority or instrumentality that prohibits the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such an order shall be pending or threatened in writing; (vii) subject to Section 4.2(c), no new matters with respect to SCP which the Company would be required to disclose in the Registration Statement shall have arisen or occurred; and (fviii) There shall not have occurred between all of the date hereof Other Contributors (other than the Company and the Operating Partnership) shall have made the contributions under their respective Other Agreements. Any of the foregoing conditions in this Section 2.1(a) may be waived by the Company in its sole and absolute discretion. (b) The obligations of the Contributor to effect the Formation Transaction shall be subject to the following conditions precedent, either of which may be waived by Contributor in its sole discretion: (i) all Other Contributors shall have made the contributions described in their respective Other Agreements; and (ii) each of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ shall have entered into employment agreements with the Company or its subsidiary with respect to post-Closing Date any adverse change employment on terms and conditions consistent with the descriptions contained in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management BusinessRegistration Statement.

Conditions Precedent. The closing of the Company's IPO on or before March 31, 1998, is a condition precedent to the obligations of all parties STARFEST to this Contribution Agreement to effect consummate the transactions contemplated hereunder. In addition herein are subject to the foregoingsatisfaction (unless waived in writing), the Operating Partnership shall not be obligated to close hereunder absent satisfaction of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operations: (a) The representations and warranties of each of the Contributors contained herein shall have been true and correct on the date such representations and warranties were made, and shall be true and correct on the Closing Date as if made at and as of such date; (b) Each of the obligations hereunder of each of the Contributors shall have been duly performed on or before the Closing Date;, of the following conditions: (a) CONCIERGE shall have materially performed and complied with all covenants, conditions and obligations required by this Agreement to be performed or complied with by CONCIERGE on or before the Closing Date. (b) All representations and warranties of CONCIERGE contained in this Agreement, the Exhibits, and in any document, instrument or certificate that shall be delivered by CONCIERGE under this Agreement shall be materially true, correct and complete on and as though made on the Second Closing Date. (c) Concurrently with During the Closingperiod from the date of this Agreement through and including the Closing Date: (i) there shall not have occurred any material adverse change affecting CONCIERGE; (ii) CONCIERGE shall not have sustained any loss or damage that materially affects its ability to conduct its business; (iii) the performance by CONCIERGE shall not have been rendered, each by a change in circumstances or actions by third parties (including, without limitation, a change in any law or actions by a governmental authority), impossible, illegal, commercially impracticable or capable of accomplishment only on terms and conditions which require STARFEST to incur substantially greater costs or burdens than STARFEST reasonably anticipated on the Contributors shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunder;date of this Agreement. (d) Except as otherwise permitted herein, each As of the Contributors Closing Date, no action or proceeding against any of the parties hereto shall have obtained all consents be before any court or approvals governmental agency seeking to restrain or prohibit or to obtain damages or other relief in connection with this Agreement or the transactions contemplated hereby and which, in the judgment of any Governmental Entity or third party to Starfest, makes the consummation of the transactions contemplated hereunder or in the Proxy Solicitation;by this Agreement inadvisable. (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order CONCIERGE shall have been enactedtendered to STARFEST all documents, enteredcertificates, promulgated or enforced payments and other items required by any court this Agreement hereof to be delivered to STARFEST. (f) A majority of competent jurisdiction or Governmental Entity that prohibits the consummation STARFEST Shareholders shall have approved of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writing; andby this Agreement. (fg) There CONCIERGE shall not have occurred between received any consents necessary to perform their obligations under this Agreement. (h) STARFEST shall have received any and all permits, authorizations, approvals and orders under federal and state securities laws for the date hereof and issuance of STARFEST's Common Stock, without the Closing Date imposition of any conditions adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management Businessto STARFEST. THE SALES OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN QUALIFIED WITH THE COMMISSIONERS OF CORPORATIONS OF THE STATES OF NEVADA OR CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFORE PRIOR TO SUCH QUALIFICATION IS UNLAWFUL UNLESS THE SALE OF SUCH SECURITIES IS EXEMPT FROM QUALIFICATION UNDER THE LAWS OF THOSE STATES. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED UNLESS THE SALE IS SO EXEMPT.

Conditions Precedent. The closing effectiveness of the Company's IPO registration statement filed with the Securities and Exchange Commission on or before March 31, 1998, Form S-11 (the "Registration Statement") is a condition precedent to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunderby this Contribution Agreement on the Closing Date (as defined below). In addition to the foregoing, The obligations of the Operating Partnership to effect the transactions contemplated hereby shall not be obligated subject to close hereunder absent satisfaction of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsconditions: (a) The representations and warranties of each of the Contributors Contributor contained herein in this Contribution Agreement shall have been true and correct in all material respects on the date such representations and warranties were made, and shall be true and correct in all material respects on the Closing Date as if made at and as of such date; (b) Each of the obligations hereunder of each of the Contributors Contributor to be performed by it shall have been duly performed by it on or before the Closing Date; (c) Concurrently with the Closing, each of the Contributors shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunder; (d) Except as otherwise permitted herein, each of the Contributors The Contributor shall have obtained all necessary consents or approvals of any Governmental Entity governmental authorities or third party parties to the consummation of the transactions contemplated hereunder or in the Proxy Solicitationhereby; (e) The Contributor shall not have breached any of its covenants contained herein in any material respect; (f) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity governmental or regulatory authority or instrumentality that prohibits the consummation of the transactions contemplated hereinhereby, and no litigation or governmental proceeding seeking any such an order shall be pending or threatened in writing; andthreatened; (fg) There shall not have occurred between the date hereof and the Closing Date any material adverse change in any Titleholder's assetsof the Partnerships' businesses; (h) All existing management agreements with respect to the Properties shall have been contributed to the Operating Partnership prior to or simultaneously with the Closing; and (i) All management functions with respect to the Properties presently conducted by Tower Equities & Realty Corp. and its affiliates shall be assumed by the Operating Partnership or Tower Equities Management, business, financial condition, results of operations or prospects or the Management Business.Inc.

Conditions Precedent. The closing Each Fund’s obligations hereunder shall be subject to (a) performance by the other Fund of all its obligations to be performed hereunder at or before the Effective Time, (b) all representations and warranties of the Company's IPO on or before March 31other Fund contained herein being true and correct in all material respects at the date hereof and, 1998, is a condition precedent to the obligations of all parties to this Contribution Agreement to effect except as they may be affected by the transactions contemplated hereunderhereby, at the Effective Time, with the same force and effect as if made at the Effective Time, and (c) the following further conditions that, at or before the Effective Time: 6.1. This Agreement and the transactions contemplated hereby shall have been duly adopted and approved by both Boards, and the Funds shall have called a joint special meeting of their stockholders to consider and act on this Agreement and to take all other action necessary to obtain approval of the transactions contemplated hereby (“Stockholders Meeting”). 6.2. All necessary filings shall have been made with the Commission and state securities authorities, and no order or directive shall have been received that any other or further action is required to permit the parties to carry out the transactions contemplated hereby; the Registration Statement shall have become effective under the 1933 Act, no stop orders suspending the effectiveness thereof shall have been issued, and, to each Fund’s best knowledge, no investigation or proceeding for such purpose shall have been instituted or be pending, threatened, or contemplated under the 1933 Act or the 1940 Act; the Commission shall not have issued an unfavorable report with respect to the Reorganization under section 25(b) of the 1940 Act nor instituted any proceedings seeking to enjoin consummation of the transactions contemplated hereby under section 25(c) of the 1940 Act; and all consents, orders, and permits of federal, state, and local regulatory authorities (including the Commission and state securities authorities) either Fund deems necessary to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain same would not involve a risk of a material adverse effect on either Fund’s assets or properties, provided that either Fund may for itself waive any of such conditions. 6.3. At the Effective Time, no action, suit, or other proceeding shall be pending (or, to either Fund’s knowledge, threatened to be commenced) before any court, governmental agency, or arbitrator in which it is sought to enjoin the performance of, restrain, prohibit, affect the enforceability of, or obtain damages or other relief in connection with, the transactions contemplated hereby. 6.4. The Funds shall have received an opinion of K&L Gates LLP (“Counsel”) as to the federal income tax consequences mentioned below (“Tax Opinion”). In addition rendering the Tax Opinion, Counsel may rely as to factual matters, exclusively and without independent verification, on (a) the representations and warranties made in this Agreement, which Counsel may treat as representations and warranties made to it, and, if Counsel requests, in separate letters addressed to Counsel and (b) the certificates delivered pursuant to paragraph 3.4. The Tax Opinion shall be substantially to the foregoingeffect that, based on the facts and assumptions stated therein and conditioned on consummation of the Reorganization in accordance with this Agreement, for federal income tax purposes: 6. 4.1. Acquiring Fund’s acquisition of the Assets in exchange solely for Acquiring Fund Stock (and cash in lieu of Non-deliverable Fractional Shares) and its assumption of the Liabilities, followed by Acquired Fund’s distribution of such stock pro rata to the Stockholders (and the distribution of any such cash to the Stockholders entitled thereto) actually or constructively in exchange for their Acquired Fund Stock, in complete liquidation of Acquired Fund, will qualify as a “reorganization” (as defined in section 368(a)(1) of the Code), and each Fund will be “a party to a reorganization” (within the meaning of section 368(b) of the Code); 6. 4.2. Acquired Fund will recognize no gain or loss on the transfer of the Assets to Acquiring Fund in exchange solely for Acquiring Fund Stock (and cash in lieu of Non-deliverable Fractional Shares) and Acquiring Fund’s assumption of the Liabilities or on the subsequent distribution of such stock (and cash) to the Stockholders in exchange for their Acquired Fund Stock; 6. 4.3. Acquiring Fund will recognize no gain or loss on its receipt of the Assets in exchange solely for Acquiring Fund Stock (and cash in lieu of Non-deliverable Fractional Shares) and its assumption of the Liabilities; 6. 4.4. Acquiring Fund’s basis in each Asset will be the same as Acquired Fund’s basis therein immediately before the Reorganization, and Acquiring Fund’s holding period for each Asset will include Acquired Fund’s holding period therefor (except where Acquiring Fund’s investment activities have the effect of reducing or eliminating an Asset’s holding period); 4.5. A Stockholder will recognize no gain or loss on the exchange of all its Acquired Fund Stock solely for Acquiring Fund Stock pursuant to the Reorganization, except to the extent the Stockholder receives cash in lieu of a Non-deliverable Fractional Share pursuant thereto; and 6. 4.6. A Stockholder’s aggregate basis in the Acquiring Fund Stock it receives in the Reorganization will be the same as the aggregate basis in its Acquired Fund Stock it actually or constructively surrenders in exchange for such Acquiring Fund Stock less the basis in any fractional share of Acquired Fund Stock for which the Stockholder receives cash pursuant to the Reorganization; and its holding period for such Acquiring Fund Stock will include, in each instance, its holding period for such Acquired Fund Stock, provided the Stockholder holds such Acquired Fund Stock as a capital asset at the Effective Time. Notwithstanding subparagraphs of this Section 6.4, including subparagraphs 6.4.2 and 6.4.4, the Operating Partnership shall not be obligated Tax Opinion may state that no opinion is expressed as to close hereunder absent satisfaction the effect of the following additional Reorganization on the Funds or any Stockholder with respect to any Asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) under a mark-to-market system of accounting and may assume that the Acquiring Fund Preferred Stock to be issued in the Reorganization will constitute equity of Acquiring Fund. 6.5. Acquiring Fund shall have filed with the Department articles supplementary describing the Acquiring Fund’s preferred stock to be issued pursuant to this Agreement. 6.6. At any time before the Closing, either Fund may waive any of the foregoing conditions precedent if such failure is(except those set forth in paragraphs 6.1, 6.4, and 6.5) if, in the judgment of the Operating Partnershipits Board, either intentional or likely to such waiver will not have a Material Adverse Effect material adverse effect on the Operating Partnership or its future operations: (a) The representations and warranties of each of the Contributors contained herein shall have been true and correct on the date such representations and warranties were made, and shall be true and correct on the Closing Date as if made at and as of such date; (b) Each of the obligations hereunder of each of the Contributors shall have been duly performed on or before the Closing Date; (c) Concurrently with the Closing, each of the Contributors shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunder; (d) Except as otherwise permitted herein, each of the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party to the consummation of the transactions contemplated hereunder or in the Proxy Solicitation; (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writing; and (f) There shall not have occurred between the date hereof and the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management BusinessFund’s stockholders’ interests.

Conditions Precedent. The closing Each Investment Company’s obligations hereunder shall be subject to (a) performance by the other Investment Company of all its obligations to be performed hereunder at or before the Closing, (b) all representations and warranties of the Company's IPO on or before March 31other Investment Company contained herein being true and correct in all material respects as of the date hereof and, 1998, is a condition precedent to the obligations of all parties to this Contribution Agreement to effect except as they may be affected by the transactions contemplated hereunderhereby, as of the Effective Time, with the same force and effect as if made as of that time, and (c) the following further conditions that, as of or before that time: 5.1 This Agreement and the transactions contemplated hereby shall have been duly adopted and approved by both Boards and by the shareholders of both Old Funds at their respective Shareholders Meetings. 5.2 All necessary filings shall have been made with the Commission and state securities authorities, and no order or directive shall have been received that any other or further action is required to permit the parties to carry out the transactions contemplated hereby. In addition The Commission shall not have issued an unfavorable report with respect to the foregoingReorganization under section 25(b) of the 1940 Act nor instituted any proceedings seeking to enjoin consummation of the transactions contemplated hereby under section 25(c) of the 1940 Act. All consents, orders, and permits of federal, state, and local regulatory authorities (including the Commission and state securities authorities) either Investment Company deems necessary to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain same would not involve a risk of a material adverse effect on any Fund’s assets or properties; 5.3 As of the Effective Time, no action, suit, or other proceeding shall be pending (or, to either Investment Company’s knowledge, threatened to be commenced) before any court, governmental agency, or arbitrator in which it is sought to enjoin the performance of, restrain, prohibit, affect the enforceability of, or obtain damages or other relief in connection with, the Operating Partnership shall not be obligated to close hereunder absent satisfaction of transactions contemplated hereby; provided that at any time before the following additional conditions precedent if such failure isClosing, either Investment Company may waive this condition if, in the judgment of the Operating Partnershipits Board, either intentional or likely to that waiver will not have a Material Adverse Effect material adverse effect on its stockholders’/shareholders’ interests; 5.4 Before the Operating Partnership Closing, New Company’s Board shall have authorized the issuance of, and New Company shall have issued, one New Fund Share with respect to each New Fund (each, an “Initial Share”) to Ivy Investment Management Company (“IICO”) or its future operations:an affiliate thereof, each in consideration of the payment of $10.00 (or other amount that Board determines), to take whatever action it may be required to take as each New Fund’s sole stockholder pursuant to paragraph 5.5; and (a) The representations and warranties 5.5 New Company, on behalf of each New Fund, shall have entered into, or adopted, as appropriate, an investment management agreement and other agreements and plans necessary for such New Fund’s operation as a series of the Contributors contained herein an open-end management investment company. Each such agreement and plan shall have been true approved by New Company’s Board and, to the extent required by law (as interpreted by Commission staff positions), by its directors who are Non-Interested Persons thereof and correct on by IICO or its affiliate as the date such representations and warranties were made, and shall be true and correct on the Closing Date as if made at and as sole stockholder of such date; (b) Each of the obligations hereunder of each of the Contributors shall have been duly performed on or New Fund. At any time before the Closing Date; (c) Concurrently with the Closing, each either Investment Company may waive any of the Contributors shall foregoing conditions (except those set forth in paragraph 5.1) if, in the judgment of its Board, such waiver will not have executed and delivered to a material adverse effect on the Operating Partnership the documents required to be delivered hereunder; (d) Except as otherwise permitted herein, each interests of the Contributors shall have obtained all consents or approvals stockholders/shareholders of any Governmental Entity or third party to the consummation of the transactions contemplated hereunder or in the Proxy Solicitation; (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writing; and (f) There shall not have occurred between the date hereof and the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management Businessits affected Fund(s).

Conditions Precedent. 6.1 The closing of the Company's IPO on or before March 31, 1998, is a condition precedent following are conditions to the obligations of all parties the Agent to this Contribution Agreement to effect complete the transactions contemplated hereunder. In addition to the foregoing, the Operating Partnership shall not be obligated to close hereunder absent satisfaction of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsthis Agreement: (a) The representations and warranties of each all actions required to be taken by or on behalf of the Contributors contained herein shall Company, including the passing of all requisite resolutions of directors and shareholders of the Company, will have been true taken so as to approve the Prospectuses and correct on Listing Applications and to validly distribute the date Shares, the Compensation Shares and the Corporate Finance Shares and to such representations and warranties were made, and shall be true and correct on other matters as the Closing Date as if made at and as of such dateAgent may reasonably require; (b) Each the Company will have made all filings with and obtained all receipts, approvals, consents and acceptances of the Regulatory Authorities for the Prospectuses and Listing Applications necessary to permit the Company to complete its obligations hereunder of each hereunder; (c) the Shares (including the Compensation Shares and the Corporate Finance Fee Shares) will have been conditionally listed for trading on the Exchange; (d) the Company will have, within the required time, delivered the required Comfort Letters, Legal Opinions, Officer’s Certificates and other Closing Materials as the Agent may reasonably require; (e) no order ceasing or suspending trading in any securities of the Contributors shall Company, or ceasing or suspending trading by the directors, officers or promoters of the Company, or any one of them, or prohibiting the trade or distribution of any of the securities referred to herein will have been duly performed on issued and no proceedings for such purpose, to the knowledge of the Company, will be pending or before threatened; (f) no adverse Material Change will have occurred in the business of the Company prior to the Closing Date; (cg) Concurrently with the Closing, Agent shall have received from each director and officer of the Contributors shall have executed and delivered to Company lock-up agreements substantially in the Operating Partnership the documents required to be delivered hereunderform of Schedule “A” hereto; (dh) Except as otherwise permitted hereinthe Company will have, each at the Time of the Contributors shall have obtained Closing, complied with all consents or approvals of any Governmental Entity or third party its covenants and obligations to be complied with prior to the consummation Time of the transactions contemplated hereunder or Closing contained in the Proxy Solicitation; (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writingthis Agreement; and (fi) There shall the representations and warranties of the Company contained in this Agreement will be materially true and correct as of the Time of Closing as if such representations and warranties had been made as of the Time of Closing. 6.2 The Agent’s obligations under this Agreement with respect to acting as agent for the purposes of the Offering are also conditional upon and subject to: (a) the Issuer allowing the Agent and its representatives to conduct all due diligence, which the Agent may reasonably require in connection with the Offering; and (b) prior to the filing of the Final Prospectus, the Agent’s due diligence review not have occurred between revealing any material adverse information or fact that is not generally known to the date hereof and public that might, as determined in the Closing Date any adverse change in any Titleholder's assetssole discretion of the Agent, business, financial condition, results materially adversely affect the value or market price of operations or prospects the Shares or the Management Businessinvestment quality or marketability of the Shares.

Conditions Precedent. The closing This Amendment is subject to the satisfaction of all of the Company's IPO on or before March 31following conditions, 1998, the satisfaction of each of which is a condition precedent to the obligations effectiveness of all parties to this Contribution Agreement to effect the transactions contemplated hereunder. In addition Amendment, except to the foregoing, the Operating Partnership extent waived in writing by LaSalle. (a) LaSalle shall not be obligated to close hereunder absent satisfaction have received each of the following additional conditions precedent if following, which shall be in form and substance reasonably satisfactory to it: (i) this Amendment, duly executed by each Borrower and Parent, and by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇; and (ii) a Certificate of the Secretary or Assistant Secretary of each Borrower and of Parent (A) relating to the adoption of resolutions by each such failure isBorrower's and Parent's respective Board of Directors approving this Amendment and the other documents executed or delivered in connection herewith by such party, (B) certifying that no amendments have been made to each such Borrower's or Parent's Certificate of Incorporation, as amended, other than the Certificate of Designations and Preferences executed on December 14, 2001, and each such Borrower's or Parent's by-laws, as amended, since September 24, 2001, and (C) further certifying the names and incumbency of officers of each such Borrower and of Parent authorized to sign this Amendment and all other documents executed or delivered in connection herewith, and the names and validity of signatures of such officers. (b) All representations and warranties set forth in the judgment Loan Agreement (except for such inducing representations and warranties that were only required to be true and correct as of a prior date) shall be true and correct in all material respects on and as of the Operating Partnershipeffective date hereof, either intentional and no Default or Event of Default shall have occurred and be continuing. (c) No event or development shall have occurred since December 31, 2002 which event or development has had or is reasonably likely to have a Material Adverse Effect on the Operating Partnership or its future operations: (a) The representations and warranties of each of the Contributors contained herein shall have been true and correct on the date such representations and warranties were made, and shall be true and correct on the Closing Date as if made at and as of such date; (b) Each of the obligations hereunder of each of the Contributors shall have been duly performed on or before the Closing Date; (c) Concurrently with the Closing, each of the Contributors shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunder;Effect. (d) Except as otherwise permitted herein, each of the Contributors LaSalle shall have obtained all consents or approvals received a certificate from each Borrower and Parent, executed by the chairman of any Governmental Entity or third party each such party, as to the consummation truth and accuracy of the transactions contemplated hereunder or in the Proxy Solicitation;paragraphs (b) and (c) of this SECTION TWO. (e) No orderAll corporate and legal proceedings and all documents and instruments executed or delivered in connection with this Amendment shall be satisfactory in form and substance to LaSalle and its counsel, statute, rule, regulation, executive order, injunction, stay, decree or restraining order and LaSalle and its counsel shall have been enactedreceived all information and copies of all documents which it or its counsel may have reasonably requested in connection herewith and the matters contemplated hereunder, enteredsuch documents, promulgated or enforced when requested by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated hereinthem, and no litigation or governmental proceeding seeking any such order shall to be pending or threatened in writing; andcertified by appropriate corporate authorities. (f) There shall not have occurred between be no action, suit or proceeding pending or to any Borrower's or Parent's knowledge overtly threatened against any Borrower or Parent before any court (including any bankruptcy court), arbitrator or governmental or administrative body or agency which challenges or relates to the date hereof and the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results consummation of operations or prospects this Amendment or the Management Businessother transactions contemplated herein. (g) LaSalle shall have received such further agreements, consents, instruments and documents as may be necessary or proper in the reasonable opinion of LaSalle and its counsel to carry out the provisions and purposes of this Amendment.

Conditions Precedent. The closing obligation of the Company's IPO on or before March 31, 1998, Purchaser to purchase the Securities hereunder is a condition precedent subject to the obligations satisfaction of all parties to this Contribution Agreement to effect the transactions contemplated hereunder. In addition to the foregoing, the Operating Partnership shall not be obligated to close hereunder absent satisfaction each of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsprecedent: (a) The issuance and sale of the Securities shall not contravene any law, rule or regulation applicable to the Purchaser or the Company or any of its Subsidiaries; (b) The following conditions have been satisfied as of the Closing Date, (i) The representations and warranties of each of the Contributors Company contained herein shall have been true and correct on the date such representations in any Related Document and warranties were made, and in any writing delivered pursuant hereto or thereto shall be true and correct when made and materially true and correct as of the time of the Closing; (ii) No action, suit, investigation or proceeding shall be pending or threatened before any court or Governmental Agency to restrain, prohibit, collect damages as a result of or otherwise challenge this Agreement or any Related Document or any transaction contemplated hereby or thereby; (iii) All acts or covenants required hereunder to be performed by the Company prior to the Closing shall have been fully performed by it; and (iv) No Material Adverse Change shall have occurred between the date of the Current Balance Sheet and the Closing Date and no event or occurrence shall have occurred that could have a Material Adverse Effect. (c) The following documents and items shall be delivered to the Purchaser at or prior to the Closing: (i) Stock Certificates for the Preferred Shares duly registered in the name of the Purchaser and evidence acceptable to the Purchaser of adoption and filing with the Secretary of State of the State of Delaware by the Company of the Certificate of Designations; (ii) Fully executed Notes and a fully executed counterpart of this Agreement, the Security Agreement and the UCC-1 financing statements related thereto, the Registration Rights Agreement, the Side Agreements, the Termination and Release Agreement and the Warrants; (iii) The written opinion of ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇, counsel for the Company, in the form of Exhibit I hereto; (iv) Certificates of a duly authorized officer of the Company dated as of the Closing Date: (A) Stating that the following conditions have been satisfied as of the Closing Date, (1) The representations and warranties of the Company contained herein and in any writing delivered pursuant hereto were true and correct when made and are materially true and correct as of the time of the Closing; (2) No action, suit, investigation or proceeding is pending or threatened before any court or Governmental Agency to restrain, prohibit, collect damages as a result of or otherwise challenge this Agreement or any Related Document or any transaction contemplated hereby or thereby; (3) All acts or covenants required hereunder to be performed by the Company prior to the Closing have been fully performed by it; and (4) No Material Adverse Change shall have occurred between the date of the Current Balance Sheet and the Closing Date and there shall have been no event or occurrence that could result in a Material Adverse Effect; and (B) Setting forth the resolutions of the Board of Directors authorizing (i) the execution and delivery of this Agreement and the Related Documents (including the Certificate of Designations) and the consummation of the transactions contemplated hereby and thereby, (ii) the increase of the Board of Directors to eight (8) members and (iii) the appointment of an individual designated by the Purchaser to the Board of Directors, and certifying that such resolutions were duly adopted and have not been rescinded or amended; (v) The Company shall have paid fees payable pursuant to Section 11.4 hereof and a fee of $400,000 and Series E Warrants to purchase 156,098 shares of Common Stock payable to Leeds Group Inc.; (vi) An executed Termination and Release Agreement and evidence satisfactory to the Purchaser in its sole discretion that Trans Pacific Stores Ltd., a Hawaiian corporation, has no lien on any of the Company's, any of its Subsidiaries' or its licensee's property or assets with respect to its loan to the Company pursuant to the Secured Draw Down Promissory Note, dated as of March 17, 1998; (vii) Lien search results satisfactory to the Purchaser in its sole discretion; (viii) A certificate of an authorized officer of the Company, certifying the names and true signature of the representatives of such Person authorized to sign this Agreement and the Related Documents to which such Person is or will be a party and the other documents to be executed and delivered by such Person in connection herewith, together with evidence of the incumbency of such authorized officers; (ix) A certificate of the appropriate official(s) of the state of organization and each state of foreign qualification of the Company and each of its Subsidiaries certifying asto the subsistence in good standing of, and the payment of taxes by, such Person in such states, together with confirmation by telephone, facsimile or telegram on the Closing Date as if made at and as to such matters from such official(s) or from a recognized service company specializing in the verification of such dateorganizational good standing; (bx) Each A true and complete copy of the obligations hereunder Certificate of Incorporation, as amended, of the Company, certified as of a date not more than 30 days prior to the Closing Date by an appropriate official of the state of organization of each such Person and a true and complete copy of the Contributors shall have been duly performed on or before Bylaws of the Company, certified as of the Closing Date;Date by the Secretary of the Company; and (cxi) Concurrently with Such other documents relating to the Closing, each of transactions contemplated hereby as the Contributors Purchaser may reasonably request. (d) The Company shall have executed and delivered to the Operating Partnership Purchaser the documents required to be delivered hereunder; Certificates (din such denominations as the Purchaser shall request) Except as otherwise permitted herein, each of for the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party to the consummation of the transactions contemplated hereunder or in the Proxy Solicitation; (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writing; and (f) There shall not have occurred between the date hereof Preferred Stock and the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects or Warrants being purchased by such Purchaser at the Management BusinessClosing.

Conditions Precedent. The closing obligation of the Company's IPO on or before March 31, 1998, is a condition precedent to the obligations of all parties to this Contribution Agreement to effect consummate the Acquisition and the transactions contemplated hereunder. In addition by this Agreement are subject to the foregoingfollowing conditions that may be waived, to the extent permitted by law: 4.01. Each party must obtain the approval of its board of directors and such approval shall not have been rescinded or restricted. 4.02. Each party shall obtain all requisite licenses, permits, consents, authorizations and approvals required to complete the Acquisition and the transactions contemplated by this Agreement. 4.03. There shall be no claim or litigation instituted or threatened in writing by any person or government authority seeking to restrain or prohibit any of the contemplated transactions contemplated by this Agreement or challenge the right, title and interest of UTEK in the OTI Shares, OTI in the License Agreement, or the right of OTI or UTEK to consummate the Acquisition contemplated hereunder. 4.04. The representations and warranties of the parties shall be true and correct in all material respects at the Effective Date. 4.05. The Technology and Intellectual Property shall have been prosecuted in good faith with reasonable diligence. 4.06. The License Agreement shall have been executed and delivered by all parties thereto and, to the best knowledge of UTEK and OTI, the Operating Partnership License Agreement shall not be obligated to close hereunder absent satisfaction valid and in full force and effect without any default under such agreement 4.07. ARFR shall have received, at or within 5 days before the Closing Date, each of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsfollowing: (a) The representations and warranties of each of the Contributors contained herein shall have been true and correct on stock certificates representing the date such representations and warranties were madeOTI Shares, and shall be true and correct on the Closing Date as if made at and as of such dateduly endorsed (or accompanied by duly executed stock powers) by UTEK for cancellation; (b) Each of the obligations hereunder of each of the Contributors shall have been duly performed on or before the Closing Dateall documentation relating to OTI's business, all in form and substance satisfactory to ARFR; (c) Concurrently with the Closingsuch agreements, each of the Contributors shall have executed files and delivered other data and documents pertaining to the Operating Partnership the documents required to be delivered hereunder;OTI's business as ARFR may reasonably request (d) Except as otherwise permitted herein, each copies of the Contributors shall have obtained general ledgers and books of account of OTI, and all consents or approvals federal, state and local income, franchise, property and other tax returns filed by OTI since the inception of any Governmental Entity or third party to the consummation of the transactions contemplated hereunder or in the Proxy SolicitationOTI; (e) No ordercertificates of (i) the Secretary of State of the State of Florida as to the legal existence and good standing, statuteas applicable (including tax), ruleof OTI in Florida; (f) the original corporate minute books of OTI, regulationincluding the articles of incorporation and bylaws of OTI, executive orderand all other documents filed in this Agreement; (g) all consents, injunction, stay, decree assignments or restraining order shall have been enacted, entered, promulgated or enforced by any court related documents of competent jurisdiction or Governmental Entity that prohibits conveyance to give ARFR the consummation benefit of the transactions contemplated hereinhereunder; (h) such documents as may be needed to accomplish the Closing under the corporate laws of the states of incorporation of ARFR and OTI, and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writing; and (fi) There shall not have occurred between the date hereof and the Closing Date any adverse change in any Titleholder's assetssuch other documents, businessinstruments or certificates as ARFR, financial condition, results of operations or prospects or the Management Business.its counsel may reasonably request

Conditions Precedent. 9.1 The closing of the Company's IPO on or before March 31, 1998, is a condition following are conditions precedent to the obligations of all parties the Underwriters to this Contribution Agreement to effect close the transactions contemplated hereunder. In addition by this Agreement, which conditions the Corporation covenants to exercise all reasonable commercial efforts to have fulfilled at or prior to the foregoing, Closing Time and which conditions may be waived in writing in whole or in part by the Operating Partnership shall not be obligated to close hereunder absent satisfaction Underwriters at any time. If any of the following additional conditions precedent if such failure isare not met, in the judgment each of the Operating Partnership, either intentional or likely Underwriters may terminate its obligations under this Agreement without prejudice to have a Material Adverse Effect on any other remedies it may have. At the Operating Partnership or its future operationsClosing Time: (a) The the Underwriters shall have received certificates of the Corporation, dated the Closing Date, signed on behalf of the Corporation by its President and Chief Executive Officer and Executive Vice-President and Chief Financial Officer or such other senior officers satisfactory to the Underwriters, certifying that: (i) the Corporation has complied with and satisfied all covenants, terms and conditions of this Agreement on their part to be complied with or satisfied at or prior to the Closing Time; (ii) the representations and warranties of each of the Contributors Corporation contained herein shall have been are true and correct on the date such representations and warranties were made, and shall be true and correct on in all material respects as of the Closing Date Time with the same force and effect as if made at and as of the Closing Time, except for such daterepresentations and warranties which are made as of a specific date other than the Closing Date; (iii) no event of a nature referred to in section 10.1(a), (b), (c) or (d)(i) hereof has occurred since the date of this Agreement or to the knowledge of such officers is pending, contemplated or threatened (excluding in the case of section 10.1(b) hereof any requirement of an Underwriter to make a determination as to whether or not any event or change has, in the Underwriter’s opinion, had or would have the effect specified therein); and (iv) there has been no adverse material change, financial or otherwise, as at the Closing Date, in the business, earnings, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation and its subsidiaries (taken as a whole) from that disclosed in the Prospectus Supplement or any Prospectus Amendment and in the Disclosure Package and the U.S. Final Prospectus, and the Underwriters shall have no knowledge to the contrary; (b) Each of the obligations hereunder of each of the Contributors Corporation shall have furnished to the Underwriters evidence that the Purchased Securities have been duly performed conditionally approved for listing and trading on or before the Toronto Stock Exchange and the New York Stock Exchange and that the Purchased Securities will be posted for trading on the Toronto Stock Exchange and the New York Stock Exchange on the Closing Date; (c) Concurrently with the Closing, each Underwriters shall have received a comfort letter of the Contributors shall have executed and delivered Corporation’s auditors, addressed to the Operating Partnership Underwriters and dated the documents required Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, bringing the information contained in the comfort letter or letters of such auditors referred to in section 3.1(g) hereof forward to the Closing Time, which comfort letter shall be delivered hereunderbased on a review having a cut-off date not more than two business days prior to the Closing Date; (d) Except as otherwise permitted hereinthe Underwriters shall have received legal opinions, each dated the Closing Date, from ▇▇▇▇▇ ▇▇▇▇▇ LLP, U.S. counsel for the Corporation, to the effect set forth in Annex A hereto, from in-house counsel to the Corporation, to the effect set forth in Annex B hereto, from Stikeman Elliott LLP, Canadian counsel for the Corporation, to the effect set forth in Annex C hereto, from Shearman & Sterling LLP, U.S. counsel for the Underwriters, with respect to the issuance and sale of the Contributors shall have obtained all consents or approvals of Purchased Securities in the United States, the Registration Statement, the Disclosure Package, the U.S. Final Prospectus (together with any Governmental Entity or third party supplement thereto) and other related matters as the Underwriters may reasonably require, and from ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, Canadian counsel for the Underwriters, with respect to the consummation issuance and sale of the transactions contemplated hereunder or Purchased Securities in Canada, the Base Prospectus and the Prospectus Supplement and other related matters as the Underwriters may reasonably require, it being understood that counsel for the Underwriters may rely on the opinions of counsel for the Corporation and that counsel for the Underwriters and counsel for the Corporation may rely upon the opinions of local counsel as to all matters not governed by the laws of the respective jurisdictions in which they are qualified to practice, and may rely, to the extent appropriate in the Proxy Solicitationcircumstances, as to matters of fact on certificates of the Corporation, auditors and public officials, and that the opinions of counsel may be subject to usual qualifications as to equitable remedies, creditors’ rights laws and public policy considerations; (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order the Underwriters shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits received written confirmation from the consummation Corporation’s registrar and transfer agent of the transactions contemplated herein, number of Common Shares issued and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writingoutstanding as of the day immediately prior to the Closing Date; and (f) There shall not have occurred between the date hereof and prior to the Closing Date any adverse change in any Titleholder's assetsTime, businessthe Corporation shall have furnished to the Co-Lead Underwriters such further information, financial condition, results of operations or prospects or certificates and documents as the Management BusinessCo-Lead Underwriters may reasonably request.

Conditions Precedent. The closing effectiveness of the Company's IPO registration statement filed with the Securities and Exchange Commission on or before March 31, 1998, Form S-11 (the "REGISTRATION STATEMENT") is a condition precedent to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunderby this Contribution Agreement on the Closing Date (as defined below). In addition to the foregoing, The obligations of the Operating Partnership to effect the transactions contemplated hereby shall not be obligated subject to close hereunder absent satisfaction of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsconditions: (a) The representations and warranties of each of the Contributors Contributor contained herein in this Contribution Agreement shall have been true and correct in all material respects on the date such representations and warranties were made, and shall be true and correct in all material respects on the Closing Date as if made at and as of such date; (b) Each of the obligations hereunder of each of the Contributors Contributor to be performed by it shall have been duly performed by it on or before the Closing Date; (c) Concurrently with the Closing, each of the Contributors Contributor shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunderpursuant to SECTION 2.3 hereof; (d) Except as otherwise permitted herein, each of the Contributors The Contributor shall have obtained all necessary consents or approvals of any Governmental Entity governmental authorities or third party parties to the consummation of the transactions contemplated hereunder or in the Proxy Solicitationhereby; (e) The Contributor shall not have breached any of its covenants contained herein in any material respect; (f) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity governmental or regulatory authority or instrumentality that prohibits the consummation of the transactions contemplated hereinhereby, and no litigation or governmental proceeding seeking any such an order shall be pending or threatened in writing; andthreatened; (fg) There shall not have occurred between the date hereof and the Closing Date any material adverse change in any Titleholder's assetsof the Partnerships' businesses; (h) All existing management agreements with respect to the Properties shall have been contributed to the Operating Partnership prior to or simultaneously with the Closing; and (i) All management functions with respect to the Properties presently conducted by Arden Realty Group, businessInc., financial conditiona Maryland corporation, results of operations or prospects or shall be assumed by the Management BusinessOperating Partnership. The foregoing conditions may be waived by the Operating Partnership in its sole and absolute discretion.

Conditions Precedent. 8.1 Conditions to Each Party's Obligation to Effect the Merger. The closing of the Company's IPO on or before March 31, 1998, is a condition precedent to the respective obligations of all parties to this Contribution Agreement each party to effect the transactions contemplated hereunder. In addition Merger shall be subject to the foregoing, fulfillment at or prior to the Operating Partnership shall not be obligated to close hereunder absent satisfaction Closing Date of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsconditions: (a) The representations This Agreement and warranties of each of the Contributors contained herein Merger contemplated hereby shall have been true approved and correct on adopted by the date such representations and warranties were maderequisite vote of the holders of the outstanding shares of Common Stock of the Company entitled to vote thereon at the Meeting, and unless Newco shall be true and correct on have acquired 90% or more of the Closing Date as if made at and as outstanding shares of such dateeach class of capital stock of the Company; (b) Each No United States or state governmental authority or other agency or commission or United States or state court of the obligations hereunder of each of the Contributors competent jurisdiction (collectively, "Governmental Authority") shall have been duly performed on enacted, issued, promulgated, enforced or before the Closing Date; (c) Concurrently with the Closing, each of the Contributors shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunder; (d) Except as otherwise permitted herein, each of the Contributors shall have obtained all consents or approvals of entered any Governmental Entity or third party to the consummation of the transactions contemplated hereunder or in the Proxy Solicitation; (e) No order, statute, rule, regulation, executive order, injunction, stay, decree final non-appealable injunction or restraining other final non-appealable order shall have been enacted, entered, promulgated which is in effect and has the effect of making the acquisition of Common Stock by Newco illegal or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the otherwise prohibiting consummation of the transactions contemplated hereinby this Agreement; provided however, that this condition shall not modify Acquiror's obligation to take, or cause to be taken, all action, and no litigation to do, or cause to be done, all things necessary or required by the FTC or the DOJ in connection with the expiration or termination of the waiting period under the HSR Act, or by any private party or Governmental Authority or other tribunal under the Antitrust Laws or in a suit by a private party or governmental proceeding seeking any authority as a result of the transactions contemplated by this Agreement, all as further specified in and subject to Section 1.1 and Section 7.11 of this Agreement; (c) Any waiting period applicable to the Offer and the Merger under the HSR Act shall have expired or been terminated; (d) Newco shall have commenced the Offer pursuant to Article I hereof, and Newco shall have purchased, pursuant to the terms and conditions of such order shall be pending or threatened in writingOffer, all shares of Common Stock duly tendered and not withdrawn; and (fe) There The Acquiror, Newco or their affiliates shall have purchased a majority of the outstanding shares of Common Stock, except that this condition shall not apply if the Acquiror, Newco or their affiliates shall have occurred between failed to purchase shares of Common Stock pursuant to the date hereof and the Closing Date any adverse change Offer in any Titleholder's assets, business, financial condition, results breach of operations or prospects or the Management Businesstheir obligations under this Agreement.

Conditions Precedent. The closing of 3.1 Subject to clause 3.2, Completion is conditional upon the Company's IPO following conditions having been satisfied or waived (as applicable) on or before March 31, 1998, is a condition precedent to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunder. In addition to the foregoing, the Operating Partnership shall not be obligated to close hereunder absent satisfaction of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsCompletion: (a) The representations and warranties of each of the Contributors contained herein shall have been true and correct on the date such representations and warranties were made, and shall be true and correct on the Closing Date as if made at and as of such dateATA Completion having occurred; (b) Each a Material Adverse Change not having occurred between the date of the obligations hereunder of each of the Contributors shall have been duly performed on or before the Closing Date;this Agreement and Completion; and (c) Concurrently with evidence to the Closing, each reasonable satisfaction of the Contributors shall have executed Investor that Admission will occur on the next Business Day after the date of ATA Completion. 3.2 The Condition set out in sub-clause 3.1(a) may not be waived by any party, but the whole or any part of the Conditions set out in sub-clauses 3.1(b) and delivered 3.1(c) may be waived by the Investor in its absolute discretion by giving notice in writing to the Operating Partnership Company. 3.3 If the documents required to be delivered hereunderCompany becomes aware of any fact or matter that prejudices the satisfaction of a Condition, then it shall notify the Investor in writing as soon as practicable. 3.4 If: (a) a Material Adverse Change occurs at any time between the date of this Agreement and Completion; (db) Except as otherwise permitted herein, each the Condition set out in sub-clause 3.1(c) is not satisfied or waived on or before Completion; or (c) any of the Contributors Warranties were not true and accurate at the date of this Agreement or at any time prior to and including Completion and the effect of such Warranty not being true and accurate is material and adverse in the context of the CSR Group taken as a whole, the Investor shall have obtained all consents the right to terminate this Agreement with immediate effect by notice in writing to the Company, provided that, if the Investor becomes entitled to terminate this Agreement pursuant to sub-clause 3.4 and elects not to do so in circumstances where it was aware of its right to terminate, it shall not be entitled to make any claim or approvals exercise any other right, power or remedy under this Agreement or otherwise provided by Law in respect of the failure to satisfy the relevant Condition or the breach of any Governmental Entity Warranty. 3.5 If the Asset Transfer Agreement is terminated in accordance with its terms, this Agreement shall automatically terminate with immediate effect. 3.6 Upon termination of this Agreement in accordance with clause 3.4 or third party to the consummation 3.5, all obligations of the transactions contemplated hereunder or in the Proxy Solicitation; (e) No orderparties under this Agreement shall end, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity provided that prohibits the consummation all rights and obligations of the transactions contemplated hereinparties which have accrued before termination shall continue to exist. Notwithstanding the foregoing, this clause 3.5, clause 1 and no litigation or governmental proceeding seeking clauses 9 to 24 inclusive shall survive any such order shall be pending or threatened in writing; and (f) There shall not have occurred between the date hereof and the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results termination of operations or prospects or the Management Businessthis Agreement.

Conditions Precedent. The closing right of Company to deliver the Company's IPO on or before March 31, 1998, Notice is a condition precedent subject to the obligations satisfaction, on the date of all parties to this Contribution Agreement to effect the transactions contemplated hereunder. In addition to the foregoingdelivery of such Notice, the Operating Partnership shall not be obligated to close hereunder absent satisfaction of each of the following additional conditions precedent if such failure isconditions, and Company will certify to Purchaser in the judgment Notice that each such condition precedent has been satisfied: a. The Common Stock will be listed for and currently trading on the Trading Market, and there is no notice of any suspension or delisting with respect the trading of the Operating Partnership, either intentional or likely to have a Material Adverse Effect shares of Common Stock on the Operating Partnership or its future operations:such Trading Market; (a) b. The representations and warranties of each of the Contributors contained herein shall have been Company set forth in this Agreement are true and correct on the date such representations and warranties were made, and shall be true and correct on the Closing Date in all material respects as if made at and as of on such date;, and (b) Each of c. No default has occurred under this Agreement, d. There is not then in effect any law, rule or regulation prohibiting or restricting the obligations hereunder of each of the Contributors shall transactions contemplated in this Agreement or any other Transaction Document, or requiring any consent or approval which will not have been duly performed on obtained, nor is there any pending or before threatened proceeding or investigation which may have the Closing Date; (c) Concurrently with the Closing, each effect of the Contributors shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunder; (d) Except as otherwise permitted herein, each of the Contributors shall have obtained all consents prohibiting or approvals of adversely affecting any Governmental Entity or third party to the consummation of the transactions contemplated hereunder or in the Proxy Solicitation; (e) No order, by this Agreement; no statute, rule, regulation, executive order, injunctiondecree, stay, decree ruling or restraining order shall injunction will have been enacted, entered, promulgated or enforced adopted by any court or governmental authority of competent jurisdiction or Governmental Entity that prohibits the consummation transactions contemplated by this Agreement, and no actions, suits or proceedings will be in progress, pending or, to Company’s knowledge threatened, by any person, other than Purchaser or any Affiliate of Purchaser, that seek to enjoin or prohibit the transactions contemplated herein, and no litigation or governmental proceeding seeking any such order shall be pending or threatened by this Agreement; e. Company is in writingcompliance with all requirements to continue trading on a Trading Market; and (f) There shall not have occurred between f. Company has a sufficient number of duly authorized shares of Common Stock reserved for issuance in such amount as may be required to fulfill its obligations pursuant to the date hereof and Transaction Documents, including without limitation all Common Shares issuable upon conversion of the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management BusinessPreferred Shares.

Conditions Precedent. 6.1. Conditions to Each Party's Obligation to Effect the Merger. The closing of the Company's IPO on or before March 31, 1998, is a condition precedent to the respective obligations of all parties to this Contribution Agreement each party to effect the transactions contemplated hereunder. In addition Merger shall be subject to the foregoingsatisfaction or waiver, where permitted by applicable Law, by each party hereto prior to the Operating Partnership shall not be obligated to close hereunder absent satisfaction Effective Time of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsconditions: (a) The representations and warranties of each of the Contributors contained herein This Agreement shall have been true adopted at the Special Meeting (or an adjournment thereof) by the Required Vote and correct on the date such representations and warranties were made, and shall be true and correct on the Closing Date as if made at and as of such date;Disinterested Vote. (bi) Each of All applicable waiting periods (including any extensions thereof) under any Competition Law applicable to the obligations hereunder of each of the Contributors transactions contemplated hereby shall have expired or been duly performed on terminated, (ii) all actions required by, or before the Closing Date; (c) Concurrently with the Closing, each of the Contributors shall have executed and delivered to the Operating Partnership the documents filings required to be delivered hereunder; (d) Except as otherwise permitted hereinmade with, each of the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party under any such Competition Law that are necessary to permit the consummation of the transactions contemplated hereunder hereby shall have been taken or made, and (iii) all consents, approvals and actions of, filings with, and notices to, all other Governmental Entities required of Parent, Acquisition or the Company or any of their respective Subsidiaries or other affiliates in connection with the transactions contemplated hereby shall have been made, obtained or effected, as the case may be, except, in the case of clauses (ii) and (iii) above, for those, the failure of which to be made, obtained or effected does not have and could not reasonably be expected to have, individually or in the Proxy Solicitation;aggregate, a Company Material Adverse Effect; provided, however, that the condition set forth in this Section 6.1(b) may not be asserted by any party hereto whose breach of its obligations hereunder has resulted in a failure to obtain such required approval. (ec) No order, statute, rule, regulation, executive order, injunction, stay, decree Order or restraining order Law shall have been enacted, entered, promulgated be in effect that enjoins or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the Merger or the other transactions contemplated hereinhereby; provided, and no litigation or governmental proceeding seeking that prior to invoking this condition, each party hereto shall use its commercially reasonable efforts to have any such order legal prohibition or restraint removed. 6.2. Conditions to the Obligation of Parent and Acquisition to Effect the Merger. The obligation of Parent and Acquisition to effect the Merger is further subject to the following conditions, any or all of which may be waived, in whole or in part by Parent and Acquisition, on or prior to the Effective Time, to the extent permitted by applicable Law: (a) Each of the representations and warranties of the Company (i) set forth in Sections 3.1(a) (first sentence only), 3.1(b), 3.1(c)(i), 3.1(c)(ii)(A), 3.1(k) (with respect to Section 4.2), 3.1(o), 3.1(p), 3.1(w), 3.1(x) and 5.4(a) of this Agreement (the "Specified Sections") shall be pending true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date (provided that, to the extent any such representation or threatened warranty speaks as of a specified date, it need only be true and correct as of such specified date) and (ii) set forth in writingthis Agreement (other than the Specified Sections) shall be true and correct (provided that any representation or warranty of the Company contained herein that is subject to a materiality, Material Adverse Effect or similar qualification shall not be so qualified for purposes of this paragraph) as of the Closing Date as though made on and as of the Closing Date (provided that, to the extent any such representation or warranty speaks as of a specified date, it need only be true and correct as of such specified date), except, in the case of this clause (ii) only, where the failure of such representations and warranties to be true and correct do not and would not reasonably be expected to have a Company Material Adverse Effect; andand Parent and Acquisition shall have received a certificate signed on behalf of the Company by the chief executive officer and the chief financial officer of the Company to the effect set forth in this paragraph. (fb) The Company shall have performed in all material respects the obligations required to be performed by it under this Agreement on or prior to the Closing Date; and Parent and Acquisition shall have received a certificate signed on behalf of the Company by the chief executive officer and the chief financial officer of the Company to the effect set forth in this paragraph. (c) The Company shall have received all written consents, waivers and authorizations necessary to provide for the continuation in full force and effect after the Effective Time of all contracts, agreements, commitments, leases, licenses, arrangements, instruments and obligations of the Company and its Subsidiaries which, if not so continued as a result of the consummation of the Merger, could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) There shall not have occurred between after the date hereof and the Closing Date any adverse of this Agreement (i) a change or proposed change in any Titleholder's assetsLaws (including all changes or proposed changes in payment or reimbursement by government payors) other than the final regulatory changes announced by the Center for Medicare and Medicaid Services on August 2, 2004 applicable to long term acute care hospitals operated as "hospitals within hospitals" or "satellites" that does have or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, financial condition, results of operations or prospects of the Company and its Subsidiaries, taken as a whole, or (ii) any event, change, condition, circumstance or state of facts that has had or would reasonably be expected to have, individually or in the Management Businessaggregate, a Company Material Adverse Effect. (e) Parent and Acquisition shall have obtained the proceeds of the Bank Financing substantially on the terms contemplated by the Senior Bank and Bridge Loan Commitment Letter or proceeds of Alternative Financing in an aggregate amount that is sufficient to allow the Surviving Corporation to fulfill its obligations under Article II hereof. (f) Not less than a majority of the aggregate principal amount of the 9-1/2% Notes and not less than a majority of the aggregate principal amount of the 7-1/2% Notes shall have been tendered and accepted for payment by the Company in accordance with the terms and conditions of the Debt Offers, and the Indenture Amendments shall have been approved and shall have become effective, in each case concurrently with the effectiveness of the Merger. (g) The total number of Dissenting Shares shall not exceed 8% of the issued and outstanding shares of Company Common Stock as of the Effective Time. (h) The Company shall have delivered to Parent on the Closing Date a complete, accurate and valid statement conforming with Treasury Regulation Section 1.1445-2(c)(3) certifying that shares of capital stock of the Company do not constitute "United States real property interests" under Section 897(c) of the Code.

Conditions Precedent. The closing effectiveness of the Company's IPO ’s Registration Statement on or before March 31Form S-11 relating to the Public Offering (as amended from time to time, 1998, is a condition the “Registration Statement”) and the consummation of the Public Offering are conditions precedent to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunderby this Agreement on the Closing Date. In addition to the foregoing, the Operating Partnership shall These conditions may not be obligated waived by any party to close hereunder absent satisfaction of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operations:this Agreement. (a) The obligations of the Company and the Operating Partnership to effect the Formation Transaction shall be subject to the following additional conditions precedent: (i) the representations and warranties of each of the Contributors Contributor contained herein in this Agreement shall have been true and correct in all material respects on the date such representations and warranties were made, made and shall be true and correct on the Closing Date as if made at and as of such datethe Closing Date, subject to changes that would not reasonably be expected to have a Material Adverse Effect; (bii) Each of each obligation to be performed by the obligations hereunder of each of the Contributors Contributor shall have been duly performed by the Contributor on or before the Closing Date, and the Contributor shall not have materially breached any of its covenants contained herein; (ciii) Concurrently concurrently with the Closing, each of the Contributors Contributor shall have executed and delivered to the Company or the Operating Partnership Partnership, as applicable, the documents required to be delivered hereunderpursuant to Section 2.3; (div) Except as otherwise permitted herein, each of the Contributors shall have obtained all necessary consents or approvals of any Governmental Entity governmental authorities or third party parties (including, without limitation, lenders to the Contributor, Holdings or any Participating Entity) to the consummation of the transactions contemplated hereunder herein shall have been obtained, other than the consents or in approvals of lenders whose loans are to be repaid before or immediately after the Proxy SolicitationClosing; (ev) No there shall not have occurred between the date hereof and the Closing Date any material adverse change in any of the assets, business, financial condition, results or prospects of operation of the Properties that has, or could reasonably be expected to have, a Material Adverse Effect; (vi) no order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity governmental or regulatory authority or instrumentality that prohibits the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such an order shall be pending or threatened in writing; (vii) subject to Section 4.2(c), no new matters with respect to any Property which the Company would be required to disclose in the Registration Statement shall have arisen or occurred; and (fviii) There shall not have occurred between all of the date hereof Other Contributors (other than the Company and the Operating Partnership) shall have made the contributions under their respective Other Agreements. Any of the foregoing conditions in this Section 2.1(a) may be waived by the Company in its sole and absolute discretion. (b) The obligations of the Contributor to effect the Formation Transaction shall be subject to the following conditions precedent, either of which may be waived by Contributor in its sole discretion: (i) All Other Contributors shall have made the contributions described in their respective Other Agreements; and (ii) Each of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ shall have entered into employment agreements with the Company or its subsidiary with respect to post-Closing Date any adverse change employment on terms and conditions consistent with the descriptions contained in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management BusinessRegistration Statement.

Conditions Precedent. SECTION 7.1. Conditions to the Purchaser's Obligations Regarding Receivables. The closing obligations of the Company's IPO Purchaser to purchase the Receivables on or before March 31, 1998, is a condition precedent the Closing date and any Purchase Date shall be subject to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunder. In addition to the foregoing, the Operating Partnership shall not be obligated to close hereunder absent satisfaction of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsconditions: (a) The All representations and warranties of each of the Contributors contained herein shall have been true and correct on the date such representations and warranties were made, and Seller con- tained in this Agreement shall be true and correct on the Closing Date and on each Purchase Date thereafter with the same effect as if though such representations and warranties had been made at and as of on such date; (b) Each All information concerning the Receivables provided to the Purchaser shall be true and correct in all material respects as of the obligations hereunder Closing Date, in the case of each any Receivables existing on the Clos- ing Date, or the Purchase Date, in the case of the Contributors shall have been duly performed on or before any Receivables created after the Closing Date; (c) Concurrently with the Closing, each of the Contributors The Seller shall have executed and delivered to the Operating Partnership the documents substantially performed all other obligations required to be delivered hereunderperformed by the provisions of this Agree- ment; (d) Except as otherwise permitted herein, each of the Contributors The Seller shall have obtained all consents filed or approvals of any Governmental Entity or third party caused to be filed the consummation of the transactions contemplated hereunder or in the Proxy Solicitationfinancing statement(s) required to be filed pursuant to Section 2.1(b); (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of All corporate and legal proceedings and all instruments in connection with the transactions contemplated hereinby this Agreement shall be satisfactory in form and substance to the Purchaser, and no litigation or governmental proceeding seeking any such order the Purchaser shall be pending or threatened in writinghave received from the Seller copies of all documents (including, without limitation, records of corporate proceedings) relevant to the transactions herein contemplated as the Purchaser may reasonably have requested; and (f) There On the Closing Date, the Seller shall not have occurred between deliver to the date hereof Purchaser and the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results Agent a Cycle Certificate as of operations or prospects or the Management BusinessCut-Off Date.

Conditions Precedent. (a) The closing respective obligations of the Company's IPO on or before March 31, 1998, is a condition precedent to Company and the obligations of all parties to this Contribution Agreement Investor to effect the Closing are subject to the satisfaction or waiver by the Company and the Investor, prior to the Closing of each of the following conditions: (i) There being no provision of applicable Law or any Court Order that prohibits or otherwise makes illegal the consummation of the Closing. (ii) All regulatory approvals required to consummate the transaction contemplated hereby (other than the shareholder approval required for the conversion of Preferred Securities) shall have been obtained and shall remain in full force and effect. (iii) No investigation, action, suit or proceeding by a Governmental Authority shall be pending on the date of Closing, which challenges, or might reasonably be expected to result in a challenge to this Agreement, or which might reasonably be expected to give rise to a claim for damages in a material amount as a result of the consummation of the transaction contemplated by this Agreement. (iv) The Company shall have consummated simultaneously with the Closing, the transactions contemplated hereunderby Share Subscription Agreements of even date herewith entered into by and between the Company and each of ▇▇▇▇▇ ▇. In addition ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, or any assignee of each which has been approved in writing by the Company (such persons, together with the Investor, the "Approved Investors"). (v) The Company shall have received the written confirmation from NASDAQ that the transactions evidenced by this Agreement do not require prior stockholder approval. (b) The obligation of the Investor to effect the Closing is subject to the foregoing, satisfaction or waiver by the Operating Partnership shall not be obligated to close hereunder absent satisfaction Investor of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsconditions: (ai) The representations and Company shall have performed in all material respects all of its material obligations under this Agreement required to be performed by it at or before the Closing. (ii) Any representation or warranties of each of the Contributors Company contained herein shall have been true and correct on the date such representations and warranties were made, and in this Agreement shall be true and correct on in all material respects as of the Closing Date Closing, as if made at and as of such date;time. (biii) Each The Company and the Investor shall have entered into an Employment Agreement in the form attached hereto as Exhibit "B" (the "Employment Agreement"). (iv) The Company and the Investor shall have entered into a Registration Rights Agreement in the form attached hereto as Exhibit "C" (the "Registration Rights Agreement"). (v) The Board shall have duly adopted resolutions: (1) approving the terms of (i) this Agreement, (ii) the terms of the obligations hereunder of each Preferred Securities, (iii) the Employment Agreement, and (iv) the Registration Rights Agreement; (2) authorizing an employee share incentive program to allow for options to be issued as provided in the Employment Agreement (the "Option Plan") to be proposed to the stockholders of the Contributors shall have been duly performed Company for approval at the next convened annual general meeting of stockholders currently scheduled to occur on or before February 14, 2003 (the Closing Date;"Annual Meeting"); and (3) approving an amendment to (i) the bylaws of the Company to require a supermajority vote of the greater of (A) at least five directors or (B) at least seventy-five percent (75%) of the directors to remove or change the Chairman of the Board, and (ii) the Certificate of Incorporation of the Company to also require a vote of at least seventy-five percent (75%) of the shares of common stock to remove or change the Chairman of the Board to be proposed to the stockholders of the Company at the Annual Meeting. Copies of these Board resolutions certified by the Secretary of the Company shall be made available to the Investor no later than 14 business days after execution of this Agreement. (vi) The Company will have received a release from UBS Warburg waiving any claim to compensation arising from this Agreement or the share purchase evidenced hereby. (vii) The Company will have secured letters of resignation from all current directors not shown on Appendix 2 and shall appoint all new directors shown on Appendix 2 effective as of the Closing. (viii) The Company shall have entered into Employment Agreements with ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, Will ▇▇▇▇▇▇, Jr., ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. Neither ▇▇▇▇▇ ▇▇▇▇▇▇ nor ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ shall have terminated their Employment Agreement with the Company. (c) Concurrently with The Obligation of the Company to effect the Closing is subject to satisfaction or waiver by the Company of the following conditions: (i) The Investor shall have performed in all material respects all of its material obligations under this Agreement required to be performed by it at or before the Closing. (ii) Any representation or warranties of the Investor contained in this Agreement shall be true and correct in all material respects as of the Closing, each as if made at and as of the Contributors shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunder; (d) Except as otherwise permitted herein, each of the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party to the consummation of the transactions contemplated hereunder or in the Proxy Solicitation; (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writing; and (f) There shall not have occurred between the date hereof and the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management Businesstime.

Conditions Precedent. The closing obligations of the Company's IPO on or before March 31, 1998, is a condition precedent Parties to consummate the Reorganization and the other Transactions pursuant to this Agreement will be subject to the obligations satisfaction or waiver by PubCo of all parties to this Contribution Agreement to effect the transactions contemplated hereunder. In addition to the foregoing, the Operating Partnership shall not be obligated to close hereunder absent satisfaction each of the following additional conditions precedent if such failure is, set forth below in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operations:this Section 5.1. (a) The representations and warranties of each of the Contributors Parties contained herein shall have been true and correct on the date such representations and warranties were madein ARTICLE IV, and shall be true and correct on the Closing Date as if made at and as of such date;immediately prior to the Effective Time, except as would not reasonably be expected to prevent or materially delay the consummation of the Reorganization. (b) Each The Registration Statement will have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the obligations hereunder of each of the Contributors shall Registration Statement will have been duly performed on issued by the SEC and no proceeding for that purpose will have been initiated or, to the knowledge of New PubCo or before PubCo, threatened by the Closing Date;SEC and not concluded or withdrawn. No similar proceeding with respect to the Information Statement/Prospectus will have been initiated or, to the knowledge of New PubCo or PubCo, threatened by the SEC and not concluded or withdrawn. (c) Concurrently PubCo shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. in form and substance reasonably satisfactory to it and the Special Committee indicating the Pubco Merger will qualify as either (i) a “reorganization” within the meaning of Section 368(a) of the Code and/or (ii) together with the ClosingOpco Merger, each as part of integrated transactions constituting a related transfer governed by Section 351(a) of the Contributors shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunder;Code. (d) Except as otherwise permitted hereinAll material approvals, each of licenses and certifications from, and notifications and filings to, Governmental Authorities and non-governmental third parties required in order to consummate the Contributors Reorganization shall have been obtained all consents or approvals of any Governmental Entity or third party to the consummation of the transactions contemplated hereunder or in the Proxy Solicitation;made, as applicable. (e) The Stockholder Written Consent shall have been received by PubCo and be in full force and effect. (f) At least 20 calendar days will have elapsed since PubCo mailed to the stockholders of PubCo the Information Statement/Prospectus, as contemplated by Regulation 14C under the Exchange Act (including Rule 14c-2 promulgated under the Exchange Act). (g) The New PubCo Common Stock to be issued pursuant to Reorganization will have been approved for listing by the NYSE. (h) No order, statute, rule, regulation, executive order, injunction, stay, decree decree, judgment or restraining order shall that is in effect will have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity governmental or regulatory authority or instrumentality that prohibits or makes illegal the consummation of the transactions contemplated herein, and no litigation Reorganization or governmental proceeding seeking any such order shall be pending or threatened in writing; and (f) There shall not have occurred between of the date hereof and the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management Businessother Transactions.

Conditions Precedent. The closing Each Investment Company’s obligations hereunder shall be subject to (a) the other Investment Company’s performance of all its obligations to be performed hereunder at or before the Closing, (b) all representations and warranties of the Company's IPO on or before March 31other Investment Company contained herein being true and correct in all material respects at the date hereof and, 1998, is a condition precedent to the obligations of all parties to this Contribution Agreement to effect except as they may be affected by the transactions contemplated hereunderhereby, at the Effective Time, with the same force and effect as if made at that time (except that clauses (a) and (b) shall not apply in the case of an EQAT Reorganization), and (c) the following further conditions that, at or before that time: 6.1. In addition This Agreement and the transactions contemplated hereby shall have been duly adopted and approved by both Boards and by Target’s shareholders at the Shareholders Meeting (including any adjournments or postponements thereof); 6.2. All necessary filings shall have been made with the Commission and state securities authorities, and no order or directive shall have been received that any other or further action is required to permit the Investment Companies to carry out the transactions contemplated hereby; the Registration Statement shall have become effective under the 1933 Act, no stop orders suspending the effectiveness thereof shall have been issued, and, to each Investment Company’s best knowledge, no investigation or proceeding for that purpose shall have been instituted or shall be pending, threatened, or contemplated under the 1933 Act or the 1940 Act; the Commission shall not have issued an unfavorable report with respect to the foregoingReorganization under section 25(b) of the 1940 Act nor instituted any proceedings seeking to enjoin consummation of the transactions contemplated hereby under section 25(c) of the 1940 Act; and all consents, orders, and permits of federal, state, and local regulatory authorities (including the Commission and state securities authorities) either Investment Company deems necessary to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain same would not involve a risk of a material adverse effect on either Portfolio’s assets or properties, provided that either Investment Company may for itself waive any of those conditions; 6.3. At the Effective Time, no action, suit, or other proceeding shall be pending (or, to either Investment Company’s best knowledge, threatened to be commenced) before any court, governmental agency, or arbitrator in which it is sought to enjoin the performance of, restrain, prohibit, affect the enforceability of, or obtain damages or other relief in connection with, the Operating Partnership transactions contemplated hereby; 6.4. The Acquiring Investment Company, on Acquiring Portfolio’s behalf, shall not be obligated to close hereunder absent satisfaction have executed and delivered at or before the Closing a Certificate confirming that the Acquiring Investment Company, on Acquiring Portfolio’s behalf, assumes all of the following additional Liabilities; and 6.5. At any time before the Closing, either Investment Company may waive any of the foregoing conditions precedent if such failure is(except that set forth in paragraphs 6.1 and 6.4) if, in the judgment of the Operating Partnershipits Board, either intentional or likely to that waiver will not have a Material Adverse Effect material adverse effect on the Operating Partnership or its future operations: (a) The representations and warranties of each of the Contributors contained herein shall have been true and correct on the date such representations and warranties were made, and shall be true and correct on the Closing Date as if made at and as of such date; (b) Each of the obligations hereunder of each of the Contributors shall have been duly performed on or before the Closing Date; (c) Concurrently with the Closing, each of the Contributors shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunder; (d) Except as otherwise permitted herein, each of the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party to the consummation of the transactions contemplated hereunder or in the Proxy Solicitation; (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writing; and (f) There shall not have occurred between the date hereof and the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management BusinessPortfolio’s shareholders’ interests.

Conditions Precedent. The closing Commitment and the obligation of the Company's IPO Investors to consummate the transactions herein is subject to the satisfaction (or, subject to the terms of Section 20(b), waiver by the Requisite Investors) on or before March 31, 1998, is a condition precedent prior to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunder. In addition to the foregoing, the Operating Partnership shall not be obligated to close hereunder absent satisfaction Closing Date of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsconditions: (a) The the representations and warranties of each of the Contributors contained herein shall have been true and correct on the date such representations and warranties were made, and Company set forth in Section 7 hereof shall be true and correct on the Closing Date (without giving effect to any limitations as if made at and to materiality or Material Adverse Effect set forth therein) in each case as of such date; (b) Each of the obligations hereunder of each of the Contributors shall have been duly performed on or before the Closing Date; (c) Concurrently with the Closing, each of the Contributors shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunder; (d) Except as otherwise permitted herein, each of the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party to the consummation of the transactions contemplated hereunder or in the Proxy Solicitation; (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writing; and (f) There shall not have occurred between the date hereof and the Closing Date, as if such representations and warranties were made as of the Closing Date (except to the extent such representations and warranties expressly relate to a specified date, in which case such representations and warranties shall be true and correct as of such specified date), except to the extent that any adverse change failure of such representations and warranties, individually or in the aggregate, to be so true and correct has not had, and would not reasonably be expected to have, a Material Adverse Effect, and the Company shall have complied in all material respects with all covenants and agreements in this Equity Commitment Agreement and, following the execution thereof, Sections 2 (Effectuating the Restructuring) and 4 (Company Responsibilities) of the Plan Support Agreements. The Company shall have delivered to the Investors a certificate, dated the date of the Closing Date and signed by an executive officer of the Company, to the foregoing effect; (b) Holdco shall have executed and delivered the Ancillary Agreements on the terms and conditions consistent in all material respects with this Equity Commitment Agreement; (c) the Plan Support Agreements, if entered into by the Minimum Backstop Parties, shall not have been terminated pursuant to Section 9 (Termination) thereof; (d) the Restructuring Transactions and the Plan shall be consummated substantially simultaneously with the transactions contemplated herein on the terms and conditions set forth herein and in each Plan Support Agreement; (e) the U.S. Plan Value is no less than $120,000,000; (f) the Company shall have obtained the Exit ABL Facility on terms reasonably acceptable to Oaktree with a commitment in an amount not less than $500,000,000, it being understood that the terms set forth in the draft term sheet for the Exit ABL Facility, dated November 7, 2009, are acceptable to Oaktree; (g) the Pro Forma Liquidity shall be no less than $233,000,000; (h) the roll-up rights of Oaktree and Apollo and their Affiliates under the DIP Term Credit Agreement shall have not been rescinded or modified in any Titleholder's assetsway without the consent of Oaktree and Apollo; (i) Holdco shall have entered into employment arrangements with senior executives as described and on terms and conditions as set forth in Section VI.A.3 of the Disclosure Statement; (j) all governmental approvals and consents required by the Plan, businessincluding Bankruptcy Court approval, financial conditionnecessary in connection with the transactions contemplated by the Plan shall have been obtained and be in full force and effect; and all applicable mandatory waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, results of operations prevent or prospects otherwise impose materially adverse conditions on such transactions; (k) to the extent that regulatory filings are required under Section 10(b) hereof as to one or the Management Business.more Investors, then as to such individual Investor:

Conditions Precedent. The closing In addition to, and without in any way limiting, LAC's rights referred to under Section 2.7 and LAC's rights specifically provided for elsewhere in this Agreement, the obligation of LAC to complete the Arrangement is subject to fulfillment of the Company's IPO following conditions on or before March 31, 1998, is a condition precedent to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunder. In addition to the foregoing, the Operating Partnership shall not be obligated to close hereunder absent satisfaction of the following additional conditions precedent if Effective Date or such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsother time specified: (a) The representations and warranties of each of the Contributors contained herein shall Interim Order will have been true obtained in form and correct substance satisfactory to LAC and will not have been set aside or modified in a manner unacceptable to LAC, on the date such representations and warranties were made, and shall be true and correct on the Closing Date as if made at and as of such dateappeal or otherwise; (b) Each of the obligations hereunder of each of the Contributors shall Arrangement Resolution will have been duly performed on or before approved by the Closing Daterequisite number of votes cast by LAC Shareholders at the Meeting in accordance with the Interim Order and Applicable Laws; (c) Concurrently with the ClosingFinal Order will have been obtained in form and substance satisfactory to LAC, each of the Contributors shall and will not have executed and delivered been set aside or modified in a manner unacceptable to the Operating Partnership the documents required to be delivered hereunderLAC, on appeal or otherwise; (d) Except as otherwise permitted hereinall shareholder, each regulatory, judicial and third party approvals, consents, authorizations and orders necessary or reasonably desired by LAC for the completion of the Contributors shall transactions provided for in this Agreement and the Tax Rulings will have been obtained or received from the Persons having jurisdiction in the circumstances and all consents will be in full force and effect; (e) no action will have been instituted and be continuing on the Effective Date and there will not be in force any injunction, declaration, order or approvals of any Governmental Entity decree, in each case, restraining or third party to enjoining the consummation of the transactions contemplated hereunder by this Agreement, the Tax Rulings or in the Proxy SolicitationPlan of Arrangement and no cease trading or similar order with respect to any securities of any of the Parties will have been issued and remain outstanding; (ef) No orderno law, statute, rule, regulation, executive order, injunction, stay, decree regulation or restraining order shall policy will have been proposed, enacted, entered, promulgated or enforced applied that interferes or is inconsistent with the completion of the Arrangement, the Tax Rulings or their effective application to the Arrangement or any of the other transactions contemplated by this Agreement or the Plan of Arrangement; (g) the Tax Rulings will have been received by LAC, in form and substance satisfactory to LAC, confirming that (i) the proposed Arrangement and related transactions may be effected for purposes of the Tax Act as a "butterfly" reorganization pursuant to paragraph 55(3)(b) of the Tax Act with no material Canadian federal income tax payable by any court of competent jurisdiction LAC, Spinco or Governmental Entity other Affiliates or LAC Shareholders who hold their LAC Common Shares as capital property and confirmation satisfactory to LAC that, immediately prior to the Effective Date, the Canadian Tax Ruling remains in full force and effect and there have been no changes in relevant laws, jurisprudence, administrative practice or otherwise that prohibits would adversely affect the consummation binding income tax rulings contained in the Canadian Tax Ruling; and (ii) the proposed Arrangement and related transactions qualify as a divisive reorganization pursuant to sections 368(a)(1)(D) and 355(a) of the transactions contemplated hereinU.S. Code and the Treasury Regulations promulgated thereunder and confirmation satisfactory to LAC that, immediately prior to the Effective Date, the U.S. Tax Ruling remains in full force and effect and there have been no litigation changes in relevant laws, jurisprudence, administrative practice or governmental proceeding seeking any such order shall otherwise that would adversely affect the binding income tax rulings contained in the U.S. Tax Ruling; (h) all of the conditions precedent and other terms and conditions of the Tax Rulings will have been satisfied; (i) there will not have occurred a Material Adverse Effect of LAC or Spinco; (j) LAC Shareholders will not have validly exercised Dissent Rights in connection with the Arrangement with respect to more than 5% of the issued and outstanding Common Shares; (k) the written Fairness Opinions will have been received by the Board and will not have been withdrawn or modified; (l) the Ganfeng Lock-Up will have been received in a form satisfactory to LAC and Spinco and the Ganfeng Lock-Up and the Investor Rights Agreement will be pending in full force and effect and will not have been withdrawn or threatened terminated; (m) the Arrangement Filings, Final Order, Plan of Arrangement and all necessary related documents, including the Circular, will have been filed and will have been accepted for filing with the applicable Governmental Authorities; (n) the TSX will have conditionally approved: (i) the listing thereon, in writingsubstitution for the listing thereon of the Common Shares, of the new Common Shares to be issued pursuant to the Arrangement (including the new Common Shares which, as a result of the Arrangement, are issuable upon the exercise or settlement of Lithium Argentina Equity Awards) prior to the Effective Time, subject only to compliance with the usual requirements of the TSX; and (fii) There shall the listing thereon of the Spinco Common Shares issued pursuant to the Arrangement (including the Spinco Common Shares which, as a result of the Arrangement, are issuable upon the exercise or settlement of Spinco Equity Awards) prior to the Effective Time, subject only to compliance with the usual requirements of the TSX; (o) NYSE will have authorized: (i) the listing thereon, in substitution for the listing thereon of the Common Shares, of the new Common Shares to be issued pursuant to the Arrangement (including the new Common Shares which, as a result of the Arrangement, are issuable upon the exercise or settlement of Lithium Argentina Equity Awards) prior to the Effective Time, subject only to compliance with the usual requirements of NYSE; and (ii) the listing thereon of the Spinco Common Shares issued pursuant to the Arrangement (including the Spinco Common Shares which, as a result of the Arrangement, are issuable upon the exercise or settlement of Spinco Equity Awards) prior to the Effective Time, subject only to compliance with the usual requirements of NYSE; (p) the Board will not have occurred between revoked its approval of the date hereof Arrangement at any time prior to the Effective Date; (q) the issuance of the Distribution Securities will be exempt from registration under the U.S. Securities Act pursuant to section 3(a)(10) of the U.S. Securities Act; (r) the SEC will have declared effective the registration statement on Form 20-F filed by Spinco to register the Spinco Common Shares under the U.S. Exchange Act; and (s) this Agreement will not have been terminated pursuant to the provisions of Article 7. The foregoing conditions are for the sole benefit of LAC and may be waived, in whole or in part, by LAC at any time. These conditions will not give rise to or create any duty on the Closing Date any adverse change part of LAC or the Board to waive or not to waive such conditions and will not in any Titleholderway limit LAC's assetsright to terminate this Agreement as set forth in Section 7.2 or alter the consequences of any such termination from those specified in Article 7. Any determination made by LAC prior to the Arrangement concerning the satisfaction and waiver of any or all of the conditions set forth in this Section 5.1 will be final and conclusive, business, financial condition, results and neither LAC nor any of operations its Affiliates or prospects or the Management BusinessRepresentatives shall have any liability as a result of any such determination.

Conditions Precedent. The closing Each Fund’s obligations hereunder shall be subject to: (a) performance by the other Fund of all its obligations to be performed hereunder at or before the Closing; (b) all representations and warranties on behalf of the Company's IPO on or before March 31other Fund contained herein being true and correct in all material respects at the date hereof and, 1998, is a condition precedent to the obligations of all parties to this Contribution Agreement to effect except as they may be affected by the transactions contemplated hereunderhereby, at the Effective Time, with the same force and effect as if made at that time; and (c) the following further conditions that, at or before that time: 5.1 This Agreement and the transactions contemplated hereby shall have been duly adopted and approved by the Board, on behalf of each Fund; 5.2 All necessary filings shall have been made with the Commission and state securities authorities, and no order or directive shall have been received that any other or further action is required to permit Trust to carry out the transactions contemplated hereby. In addition The N-14 shall have become effective under the 1933 Act, no stop orders suspending the effectiveness thereof shall have been issued, and, to Trust’s best knowledge, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened, or contemplated under the 1933 Act or the ▇▇▇▇ ▇▇▇. The Commission shall not have issued an unfavorable report with respect to the foregoingReorganization under section 25(b) of the 1940 Act nor instituted any proceedings seeking to enjoin consummation of the transactions contemplated hereby under section 25(c) of the 1940 Act. All consents, orders, and permits of federal, state, and local regulatory authorities (including the Commission and state securities authorities) Trust deems necessary to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain same would not involve a risk of a material adverse effect on either Fund’s assets or properties; 5.3 At the Effective Time, no action, suit, or other proceeding shall be pending (or, to Trust’s best knowledge, threatened to be commenced) before any court, governmental agency, or arbitrator in which it is sought to enjoin the performance of, restrain, prohibit, affect the enforceability of, or obtain damages or other relief in connection with, the Operating Partnership transactions contemplated hereby; 5.4 Prior to the Closing, Target Fund shall not be obligated have declared a dividend or dividends which, together with all previous such dividends shall have the effect of distributing to close hereunder absent satisfaction Target Fund Shareholders all of Target Fund’s Trust taxable income for all taxable periods ending at the Effective Time (computed without regard to any deduction for dividends paid) and all of the following additional net capital gains realized in all taxable periods ending at the Effective Time (after reduction for any capital loss carryforward). 5.5 The Trust shall have received a favorable opinion of the law firm of ▇▇▇▇▇▇▇▇ ▇▇▇▇ LLP, addressed to the Target Fund and the Survivor Fund substantially to the effect that for federal income tax purposes: (a) The Survivor Fund’s acquisition of the Assets in exchange solely for the Survivor Fund Shares and the Survivor Fund’s assumption of the Liabilities, followed by the Target Fund’s distribution of the Survivor Fund Shares pro rata to the Target Fund Shareholders actually or constructively in exchange for their Target Fund shares in complete liquidation of the Target Fund, should qualify as a “reorganization” as defined in Section 368(a)(1) of the Code, and the Target Fund and the Survivor Fund each should be a “party to a reorganization” within the meaning of Section 368(b) of the Code. (b) Under Section 1032(a) of the Code, no gain or loss should be recognized by the Survivor Fund upon the receipt of the assets of the Target Fund solely in exchange for the Survivor Fund Shares and the assumption by the Survivor Fund of the Liabilities of the Target Fund. (c) Under Section 361 of the Code, no gain or loss should be recognized by the Target Fund upon the transfer of the Target Fund’s assets to the Survivor Fund solely in exchange for the Survivor Fund Shares and the assumption by the Survivor Fund of the liabilities of the Target Fund or upon the distribution of the Survivor Fund Shares to the Target Fund Shareholders in exchange for their transferring Fund shares in complete liquidation of the Target Fund. (d) Under Section 354(a)(1) of the Code, no gain or loss should be recognized by the Target Fund shareholders upon the exchange of their Target Fund shares for the Survivor Fund Shares in complete liquidation of the Target Fund pursuant to the Reorganization. (e) Under Section 358(a)(1) of the Code, the aggregate adjusted tax basis of the Survivor Fund Shares received by each Target Fund Shareholder pursuant to the Reorganization should be the same as the aggregate adjusted tax basis of the Target Fund Shares held by such shareholder immediately prior to the Reorganization. (f) Under Section 1223(1) of the Code, the holding period of the Survivor Fund Shares received by each Target Fund shareholder in the Reorganization should include the period during which the Target Fund shares exchanged therefor were held by such shareholder (provided the Target Fund Shares were held as capital assets on the date of the Reorganization). (g) Under Section 362(b) of the Code, the adjusted tax basis of the Target Fund’s assets acquired by the Survivor Fund should be the same as the adjusted tax basis of such assets to the Target Fund immediately prior to the Reorganization. (h) Under Section 1223(2) of the Code, the holding period of the assets of the Target Fund in the hands of the Survivor Fund should include the period during which those assets were held by the Target Fund (except where the Acquiring Fund’s investment activities may have the effect of reducing or eliminating an asset’s holding period). (i) The Survivor Fund should succeed to and take into account the items of the Target Fund described in Section 381(c) of the Code, subject to the conditions precedent if and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Treasury Regulations thereunder. Such opinion shall be based on customary assumptions and such failure isrepresentations as the law firm of ▇▇▇▇▇▇▇▇ ▇▇▇▇ LLP reasonably may request, and the Trust, the Target Fund and Survivor Fund will cooperate to make and certify the accuracy of such representations. 5.6 At any time before the Closing, Trust may waive any of the foregoing conditions (except those set forth in paragraphs 5.1, 5.2, 5.4 and 5.5) if, in the judgment of the Operating PartnershipBoard, either intentional or likely to that waiver will not have a Material Adverse Effect material adverse effect on the Operating Partnership or its future operations: (a) The representations and warranties of each of the Contributors contained herein shall have been true and correct on the date such representations and warranties were made, and shall be true and correct on the Closing Date as if made at and as of such date; (b) Each of the obligations hereunder of each of the Contributors shall have been duly performed on or before the Closing Date; (c) Concurrently with the Closing, each of the Contributors shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunder; (d) Except as otherwise permitted herein, each of the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party to the consummation of the transactions contemplated hereunder or in the Proxy Solicitation; (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writing; and (f) There shall not have occurred between the date hereof and the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management Businessapplicable Fund’s shareholders’ interests.

Conditions Precedent. The closing Closing Date is further subject to each of the following conditions precedent (the failure of any of which shall not, in and of itself, relieve any party of its obligations set forth elsewhere in this Agreement): (1) Seller shall have delivered Seller's Deliveries set forth in Section 6 below, (2) PURCHASER shall have delivered Purchaser's Deliveries set forth in Section 6F below, (3) Seller shall not have given written notice to ESCROW AGENT that PURCHASER is in default of this Agreement, and (4) the title insurance company (hereinafter "Title Insurance Company") shall have irrevocably committed to issue to PURCHASER an owner's IPO on or before March 31, 1998, is a condition precedent policy of title insurance covering the Property showing liability in the amount of the Purchase Price and showing insurable title to the obligations Property, subject to any and/or all of all parties to this Contribution Agreement to effect the transactions contemplated hereunder. In addition to following (the foregoing, the Operating Partnership failure of which shall not be obligated deemed a default of Seller): (1) Title Insurance Company's standard exceptions, and (2)the following encumbrances and other matters: (i) liens for all current general and special real property taxes and assessments not yet due and payable; (ii) covenants, conditions, restrictions, reservations, rights, rights of way, and easements of record, if any; (iii) a new security deed (if any) to close hereunder absent satisfaction be recorded; (iv) the standard exceptions in the printed form of ALTA Standard Coverage Owner's Title Insurance Policy or Lender's Title Insurance Policy and any other exceptions or other matters contained or disclosed in the preliminary title report with respect to the Property (hereinafter the "Title Report"); (v) any state of facts an accurate survey and/or a personal inspection of the following additional conditions precedent if such failure is, in the judgment Property may disclose; (vi) rights of existing tenants and/or occupants of the Operating PartnershipProperty, either intentional if any; (vii) any laws, regulations, ordinances (including, but not limited to zoning, building and environmental) as to the use, occupancy, subdivision or likely to have a Material Adverse Effect on the Operating Partnership or its future operations: (a) The representations and warranties of each improvement of the Contributors contained herein shall have been true and correct on Property adopted or imposed by any governmental body, or the date such representations and warranties were made, and shall be true and correct on the Closing Date as if made at and as of such date; (b) Each of the obligations hereunder of each of the Contributors shall have been duly performed on or before the Closing Date; (c) Concurrently with the Closing, each of the Contributors shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunder; (d) Except as otherwise permitted herein, each of the Contributors shall have obtained all consents or approvals effect of any Governmental Entity noncompliance with or third party any violation thereof, including but not limited to the consummation of the transactions contemplated hereunder or in the Proxy Solicitation; (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced any disclosure and/or report required by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writingordinance; and (f) There shall not have occurred between the date hereof and the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management Business.,

Conditions Precedent. 6.1 Conditions to Each Party's Obligation to Effect the Merger. The closing of the Company's IPO on or before March 31, 1998, is a condition precedent to the respective obligations of all parties to this Contribution Agreement each party to effect the transactions contemplated hereunder. In addition Merger shall be subject to the foregoing, fulfillment at or prior to the Operating Partnership shall not be obligated to close hereunder absent satisfaction Effective Time of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsconditions: (a) The representations and warranties of each of the Contributors contained herein Registration Statement shall have been true and correct on the date such representations and warranties were madedeclared effective, and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the Commission or shall be true continuing to be in effect, and correct on no proceedings for that purpose shall have been initiated or threatened by the Closing Date as Commission. Star shall have received all state securities laws or "blue sky" permits and authorizations necessary to issue the shares of Star Common Stock, if made at any, constituting Merger Consideration pursuant to the Merger and as of such date;the transactions contemplated hereby. (b) Each of This Agreement and the obligations hereunder of each of Merger contemplated hereby and any other action necessary to consummate the Contributors transactions contemplated hereby shall have been duly performed on or before approved and adopted by the Closing Date;requisite vote of (i) the holders of the outstanding shares of the EFCC Common Stock entitled to vote thereon at the EFCC Meeting and (ii) the holders of the outstanding shares of the Star Common Stock entitled to vote thereon at the Star Meeting. (c) Concurrently with the ClosingNo governmental authority or other agency, each commission or court of the Contributors competent jurisdiction shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunder; (d) Except as otherwise permitted hereinenacted, each of the Contributors shall have obtained all consents issued, promulgated, enforced or approvals of entered any Governmental Entity or third party to the consummation of the transactions contemplated hereunder or in the Proxy Solicitation; (e) No order, statute, rule, regulation, executive orderinjunction or other order (whether temporary, injunction, stay, decree preliminary or restraining order shall have been enacted, entered, promulgated permanent) which is in effect and has the effect of making the Merger illegal or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the otherwise prohibiting consummation of the transactions contemplated hereinby this Agreement; provided, and no litigation however, that, prior to invoking this condition, each party hereto shall use all reasonable efforts to have such statute, rule, regulation, injunction or governmental proceeding seeking any such order vacated. (d) Any waiting period applicable to the Merger under the HSR Act shall be pending have expired or threatened been terminated without action by the Justice Department or the Federal Trade Commission to prevent consummation of the Merger. (e) The shares of Star Common Stock issuable to EFCC's shareholders in writing; andthe Merger or thereafter shall have been authorized for listing on the NASDAQ National Market, upon official notice of issuance. (f) There Each of EFCC and Star shall not have occurred between received the date hereof opinion, in the form attached hereto as Exhibit F, addressed to each of them, of ▇▇▇▇▇▇▇, Lippe, Goldstein, Wolf & ▇▇▇▇▇▇▇▇▇, P.C., counsel to EFCC, dated as of the Effective Time. In rendering such opinion, ▇▇▇▇▇▇▇, Lippe, Goldstein, Wolf & ▇▇▇▇▇▇▇▇▇, P.C. may require and rely upon representations contained in the Closing Date any adverse change certificates of officers of Star, Merger Sub and EFCC (or in any Titleholder's assetsthe case of the TPC Merger, business, financial condition, results of operations or prospects or the Management BusinessTPC) referred to in Section 5.16.

Conditions Precedent. The closing Each Investment Company’s obligations hereunder shall be subject to (a) performance by the other Investment Company of all its obligations to be performed hereunder at or before the Closing, (b) all representations and warranties of the Company's IPO on or before March 31other Investment Company contained herein being true and correct in all material respects at the date hereof and, 1998, is a condition precedent to the obligations of all parties to this Contribution Agreement to effect except as they may be affected by the transactions contemplated hereunderhereby, at the Effective Time, with the same force and effect as if made at the Effective Time, and (c) the following further conditions that, at or before that time: 6.1. This Agreement and the transactions contemplated hereby shall have been duly adopted and approved by both Boards and by Target’s shareholders at the Shareholders Meeting (including any adjournment(s) thereof); 6.2. All necessary filings shall have been made with the Commission and state securities authorities, and no order or directive shall have been received that any other or further action is required to permit the Investment Companies to carry out the transactions contemplated hereby. The Registration Statement shall have become effective under the 1933 Act, no stop orders suspending the effectiveness thereof shall have been issued, to the Investment Companies’ best knowledge no investigation or proceeding for that purpose has been instituted or pending, threatened, or contemplated under the 1933 Act or the 1940 Act, and the Commission shall not have issued an unfavorable report with respect to the Reorganization under section 25(b) of the 1940 Act nor instituted any proceedings seeking to enjoin consummation of the transactions contemplated hereby under section 25(c) of the 1940 Act. All consents, orders, and permits of federal, state, and local regulatory authorities (including the Commission and state securities authorities) either Investment Company deems necessary to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain same would not involve a risk of a material adverse effect on either Fund’s assets or properties, provided that either Investment Company may for itself waive any of those conditions; 6.3. At the Effective Time, no action, suit, or other proceeding shall be pending (or, to either Investment Company’s best knowledge, threatened to be commenced) before any court, governmental agency, or arbitrator in which it is sought to enjoin the performance of, restrain, prohibit, affect the enforceability of, or obtain damages or other relief in connection with, the transactions contemplated hereby; 6.4. The Investment Companies shall have received an opinion of K&L Gates LLP (“Counsel”) as to the federal income tax consequences mentioned below (“Tax Opinion”). In addition rendering the Tax Opinion, Counsel may rely as to factual matters, exclusively and without independent verification, on the representations and warranties made in this Agreement, which Counsel may treat as representations and warranties made to it (that, notwithstanding paragraph 8, shall survive the Closing), and in separate letters, if Counsel requests, addressed to it (collectively, “Representations”) and the Certificates delivered pursuant to paragraph 3.6(a). The Tax Opinion shall be substantially to the foregoingeffect that -- based on the facts and assumptions stated therein and conditioned on the Representations’ being true and complete at the Effective Time and consummation of the Reorganization in accordance with this Agreement (without the waiver or modification of any terms or conditions hereof and without taking into account any amendment hereof that Counsel has not approved) -- for federal income tax purposes: 6.4.1. Acquiring Fund’s acquisition of the Assets in exchange solely for Acquiring Fund Shares and Acquiring Fund’s assumption of the Liabilities, followed by Target’s distribution of those shares pro rata to the Shareholders actually or constructively in exchange for their Target Shares and in complete liquidation of Target, will qualify as a “reorganization” (as defined in section 368(a)(1)(D)), and each Fund will be “a party to a reorganization” within the meaning of section 368(b); 6.4.2. Target will recognize no gain or loss on the transfer of the Assets to Acquiring Fund in exchange solely for Acquiring Fund Shares and Acquiring Fund’s assumption of the Liabilities pursuant to sections 361(a) and 357(a), respectively, or on the subsequent distribution of those shares to the Shareholders in exchange for their Target Shares pursuant to section 361(c)(1); 6.4.3. Acquiring Fund will recognize no gain or loss on its receipt of the Assets in exchange solely for Acquiring Fund Shares and its assumption of the Liabilities pursuant to section 1032(a); 6.4.4. Acquiring Fund’s basis in each Asset will be the same as Target’s basis therein immediately before the Reorganization pursuant to section 362(b), and Acquiring Fund’s holding period for each Asset will include Target’s holding period therefor (except where Acquiring Fund’s investment activities have the effect of reducing or eliminating an Asset’s holding period) pursuant to section 1223(2); 6.4.5. A Shareholder will recognize no gain or loss on the exchange of all its Target Shares solely for Acquiring Fund Shares pursuant to the Reorganization pursuant to section 354(a); 6.4.6. A Shareholder’s aggregate basis in the Acquiring Fund Shares it receives in the Reorganization will be the same as the aggregate basis in its Target Shares it actually or constructively surrenders in exchange for those Acquiring Fund Shares pursuant to section 358(a)(1), and its holding period for those Acquiring Fund Shares will include, in each instance, its holding period for those Target Shares, provided the Shareholder holds them as capital assets at the Effective Time pursuant to section 1223(1); and 6.4.7. Acquiring Fund will succeed to and take into account as of the Effective Time the items of Target described in section 381(c), subject to the conditions and limitations specified in sections 381, 382, 383, and 384 and the Regulations. Notwithstanding subparagraphs 6.4.2 and 6.4.4, the Operating Partnership shall not be obligated Tax Opinion may state that no opinion is expressed as to close hereunder absent satisfaction the effect of the following additional Reorganization on the Funds or any Shareholder with respect to any Asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) under a m▇▇▇-to-market system of accounting; 6.5. Corporation, on Acquiring Fund’s behalf, shall have executed and delivered at or before the Closing a Certificate confirming that Corporation, on Acquiring Fund’s behalf, assumes all of the Liabilities; and 6.6. At any time before the Closing, either Investment Company may waive any of the foregoing conditions precedent if such failure is(except those set forth in paragraphs 6.1 and 6.4) if, in the judgment of the Operating Partnershipits Board, either intentional or likely to that waiver will not have a Material Adverse Effect material adverse effect on the Operating Partnership or its future operations: (a) The representations and warranties of each of the Contributors contained herein shall have been true and correct on the date such representations and warranties were made, and shall be true and correct on the Closing Date as if made at and as of such date; (b) Each of the obligations hereunder of each of the Contributors shall have been duly performed on or before the Closing Date; (c) Concurrently with the Closing, each of the Contributors shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunder; (d) Except as otherwise permitted herein, each of the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party to the consummation of the transactions contemplated hereunder or in the Proxy Solicitation; (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writing; and (f) There shall not have occurred between the date hereof and the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management BusinessFund’s shareholders’ interests.

Conditions Precedent. The closing obligation of the Company's IPO on or before March 31, 1998, is a condition precedent to the obligations of all parties to this Contribution Agreement to effect consummate the Acquisition and the transactions contemplated hereunder. In addition by this Agreement are subject to the foregoingfollowing conditions precedent that may be waived, to the extent permitted by law: 4.01. Each party must obtain the approval of its board of directors and such approval shall not have been rescinded or restricted. 4.02. Each party shall obtain all requisite licenses, permits, consents, authorizations and approvals required to complete the Acquisition and the transactions contemplated by this Agreement. 4.03. There shall be no claim or litigation instituted or threatened in writing by any person or government authority seeking to restrain or prohibit any of the contemplated transactions contemplated by this Agreement or challenge the right, title and interest of UTEK in the FDTI Shares or the right of FDTI or UTEK to consummate the Acquisition contemplated hereunder. 4.04. The representations and warranties of the parties shall be true and correct in all material respects at the Effective Date. 4.05. The Technology and Intellectual Property has been prosecuted in good faith with reasonable diligence. 4.06. To the best knowledge of UTEK and FDTI, the Operating Partnership License Agreement is valid and in full force and effect without any default in this Agreement. 4.07. SQUM shall not be obligated to close hereunder absent satisfaction have received, at or within 5 days of Closing Date, each of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsfollowing: (a) The representations and warranties of each of the Contributors contained herein shall have been true and correct on stock certificates representing the date such representations and warranties were madeFDTI Shares, and shall be true and correct on the Closing Date as if made at and as of such dateduly endorsed (or accompanied by duly executed stock powers) by UTEK for cancellation; (b) Each of all documentation relating to the obligations hereunder of each of the Contributors shall have been duly performed on or before the Closing DateFDTI's business, all in a form and substance satisfactory to SQUM; (c) Concurrently with the Closingsuch agreements, each of the Contributors shall have executed files and delivered other data and documents pertaining to the Operating Partnership the documents required to be delivered hereunderFDTI's business as SQUM may reasonably request; (d) Except as otherwise permitted herein, each copies of the Contributors shall have obtained general ledgers and books of account of FDTI, and all consents or approvals federal, state and local income, franchise, property and other tax returns filed by FDTI since the inception of any Governmental Entity or third party to the consummation of the transactions contemplated hereunder or in the Proxy SolicitationFDTI; (e) No ordercertificates of (i) the Secretary of State of the State of Florida as to the legal existence and good standing, statuteas applicable, rule(including tax) of FDTI in Florida; (f) the original corporate minute books of FDTI, regulationincluding the articles of incorporation and bylaws of FDTI, executive orderand all other documents filed in this Agreement; (g) all consents, injunction, stay, decree assignments or restraining order shall have been enacted, entered, promulgated or enforced by any court related documents of competent jurisdiction or Governmental Entity that prohibits conveyance to give SQUM the consummation benefit of the transactions contemplated hereinhereunder; (h) such documents as may be needed to accomplish the Closing under the corporate laws of the states of incorporation of SQUM and FDTI, and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writing; and (fi) There such other documents, instruments or certificates as SQUM, or their counsel may reasonably request. 4.08. SQUM shall not have occurred between completed due diligence investigation of FDTI to SQUM's satisfaction in their sole discretion. 4.09. SQUM shall receive the date hereof and resignation effective the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management Businesseach director and officer of FDTI.

Conditions Precedent. The closing Each Investment Company’s obligations hereunder shall be subject to (a) performance by the other Investment Company of all its obligations to be performed hereunder at or before the Effective Time, (b) all representations and warranties of the Company's IPO on or before March 31other Investment Company contained herein being true and correct in all material respects at the date hereof and, 1998, is a condition precedent to the obligations of all parties to this Contribution Agreement to effect except as they may be affected by the transactions contemplated hereunderhereby, at the Effective Time, with the same force and effect as if made at the Effective Time, and (c) the following further conditions that, at or before the Effective Time: 6.1. This Agreement and the transactions contemplated hereby shall have been duly adopted and approved by both Boards; 6.2. All necessary filings shall have been made with the Commission and state securities authorities, and no order or directive shall have been received that any other or further action is required to permit the parties to carry out the transactions contemplated hereby. The Registration Statement shall have become effective under the 1933 Act, no stop orders suspending the effectiveness thereof shall have been issued, to the Trust’s best knowledge no investigation or proceeding for that purpose has been instituted or pending, threatened, or contemplated under the 1933 Act or the 1940 Act, and the Commission shall not have issued an unfavorable report with respect to the Reorganization under section 25(b) of the 1940 Act nor instituted any proceedings seeking to enjoin consummation of the transactions contemplated hereby under section 25(c) of the 1940 Act. All consents, orders, and permits of federal, state, and local regulatory authorities (including the Commission and state securities authorities) either Investment Company deems necessary to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain same would not involve a risk of a material adverse effect on the assets or properties of either Fund, provided that either Investment Company may for itself waive any of those conditions; 6.3. At the Effective Time, no action, suit, or other proceeding will be pending before any court, governmental agency, or arbitrator in which it is sought to enjoin the enforcement of, restrain, prohibit, affect the enforceability of, or obtain damages or other relief in connection with, the transactions contemplated hereby; 6.4. The Investment Companies shall have received an opinion of K&L Gates LLP (“Counsel”) as to the federal income tax consequences mentioned below (“Tax Opinion”). In addition rendering the Tax Opinion, Counsel may rely as to factual matters, exclusively and without independent verification, on the representations and warranties made in this Agreement, which Counsel may treat as representations and warranties made to it (that, notwithstanding paragraph 8, shall survive the Closing), and in separate letters addressed to Counsel (collectively, “Representations”) and the Certificates delivered pursuant to paragraph 3.4. The Tax Opinion shall be substantially to the foregoingeffect that, based on the facts and assumptions stated therein and conditioned on the Representations’ being true and complete at the Effective Time and consummation of the Reorganization in accordance with this Agreement (without the waiver or modification of any terms or conditions hereof and without taking into account any amendment hereof that Counsel has not approved), for federal income tax purposes: 6.4.1. Acquiring Fund’s acquisition of the Assets in exchange solely for Acquiring Fund Shares and Acquiring Fund’s assumption of the Liabilities, followed by Target’s distribution of those shares pro rata to the Shareholders actually or constructively in exchange for their Target Shares and in complete liquidation of Target, will qualify as a “reorganization” (as defined in section 368(a)(1)(C)), and each Fund will be “a party to a reorganization” within the meaning of section 368(b); 6.4.2. Target will recognize no gain or loss on the transfer of the Assets to Acquiring Fund in exchange solely for Acquiring Fund Shares and Acquiring Fund’s assumption of the Liabilities or on the subsequent distribution of those shares to the Shareholders in exchange for their Target Shares; 6.4.3. Acquiring Fund will recognize no gain or loss on its receipt of the Assets in exchange solely for Acquiring Fund Shares and its assumption of the Liabilities; 6.4.4. Acquiring Fund’s basis in each Asset will be the same as Target’s basis therein immediately before the Reorganization, and Acquiring Fund’s holding period for each Asset will include Target’s holding period therefor (except where Acquiring Fund’s investment activities have the effect of reducing or eliminating an Asset’s holding period); 6.4.5. A Shareholder will recognize no gain or loss on the exchange of all its Target Shares solely for Acquiring Fund Shares pursuant to the Reorganization; and 6.4.6. A Shareholder’s aggregate basis in the Acquiring Fund Shares it receives in the Reorganization will be the same as the aggregate basis in its Target Shares it actually or constructively surrenders in exchange for those Acquiring Fund Shares, and its holding period for those Acquiring Fund Shares will include, in each instance, its holding period for those Target Shares, provided the Shareholder holds them as capital assets at the Effective Time. Notwithstanding subparagraphs 6.4.2 and 6.4.4, the Operating Partnership shall not be obligated Tax Opinion may state that no opinion is expressed as to close hereunder absent satisfaction the effect of the following additional Reorganization on the Funds or any Shareholder with respect to any Asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) under a ▇▇▇▇-to-market system of accounting; and 6.5. At any time before the Closing, either Investment Company may waive any of the foregoing conditions precedent if such failure is(except those set forth in paragraphs 6.1 and 6.4) if, in the judgment of the Operating Partnershipits Board, either intentional or likely to such waiver will not have a Material Adverse Effect material adverse effect on the Operating Partnership or its future operations: (a) The representations and warranties of each of the Contributors contained herein shall have been true and correct on the date such representations and warranties were made, and shall be true and correct on the Closing Date as if made at and as of such date; (b) Each of the obligations hereunder of each of the Contributors shall have been duly performed on or before the Closing Date; (c) Concurrently with the Closing, each of the Contributors shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunder; (d) Except as otherwise permitted herein, each of the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party to the consummation of the transactions contemplated hereunder or in the Proxy Solicitation; (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writing; and (f) There shall not have occurred between the date hereof and the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management BusinessFund’s shareholders’ interests.

Conditions Precedent. The closing consummation of the Company's IPO on or before March 31, 1998, is a condition precedent Plan hereunder shall be subject to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunder. In addition to the foregoing, the Operating Partnership shall not be obligated to close hereunder absent satisfaction of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsrespective conditions: (a) The That all the representations and warranties of each of the Contributors contained herein shall have been true and correct on the date such representations and warranties were made, and shall be true and correct on as of the Closing Date with the same effect as if though made at and as of and at such date;. (b) Each That the SEC shall have declared effective the Registration Statement and not have issued an unfavorable management report under Section 25(b) of the obligations hereunder of each 1940 Act or instituted or threatened to institute any proceeding seeking to enjoin consummation of the Contributors Plan under Section 25(c) of the 1940 Act. And further, no other legal, administrative, or other proceeding shall have been duly performed on instituted or before threatened that would materially affect the Closing Date;financial condition of either Fund or would prohibit the transactions contemplated hereby. (c) Concurrently with That the Closing, each Plan and the Reorganization contemplated hereby shall have been adopted and approved by the appropriate action of the Contributors shall have executed and delivered to shareholders of the Operating Partnership the documents required to be delivered hereunder;Target Fund at a meeting or any adjournment thereof. (d) Except as otherwise permitted hereinThat all required consents of other parties and all other consents, each orders, and permits of federal, state, and local authorities (including those of the Contributors SEC and of state Blue Sky securities authorities, including any necessary “no action” positions or exemptive orders from such federal and state authorities) to permit consummation of the transaction contemplated hereby shall have obtained all consents been obtained, except where failure to obtain any such consent, order, or approvals permit would not involve a risk of any Governmental Entity or third party material adverse effect on the assets and properties of the Target Fund. (e) That there shall be delivered to UBS Trust and Target Fund an opinion in form and substance satisfactory to each from the law firm of ▇▇▇▇▇▇▇▇ Ronon ▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLP, counsel to UBS Trust and the Target Fund, to the effect that, assuming the reorganization contemplated hereby is carried out in accordance with this Agreement and the laws of the State of Delaware and the State of Illinois and in accordance with customary representations provided by the parties in a certificate(s) delivered to ▇▇▇▇▇▇▇▇ Ronon ▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLP, the reorganization contemplated by this Agreement qualifies as a “reorganization” under Section 368 of the Code and thus will not give rise to the recognition of income, gain, or loss for federal income tax purposes to the Acquiring Fund, the Target Fund, or the Target Fund’s shareholders. (f) That there shall be delivered to Target Fund an opinion in form and substance satisfactory to it from ▇▇▇▇▇▇▇▇ Ronon ▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLP, counsel to UBS Trust, to the effect that, subject in all respects to the effects of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other laws now or hereafter affecting generally the enforcement of creditors’ rights: (1) The Acquiring Fund is a series of UBS Trust and that UBS Trust is a validly existing statutory trust in good standing under the laws of the State of Delaware; (2) UBS Trust is an open-end management investment company registered as such under the 1940 Act; (3) The consummation of the transactions contemplated hereunder or in hereby have been duly authorized by all necessary trust action on the Proxy Solicitationpart of UBS Trust, on behalf of the Acquiring Fund; (e4) No orderUBS Trust, statuteon behalf of the Acquiring Fund, ruleis authorized to issue an unlimited number of shares of beneficial interest, regulation, executive order, injunction, stay, decree or restraining order shall with par value of $0.001 per share; and (5) Acquiring Fund Shares to be issued pursuant to the terms of the Plan have been enactedduly authorized, enteredand when issued and delivered as provided in the Plan and the Registration Statement will have been validly issued and fully paid and will be non-assessable by UBS Trust, promulgated on behalf of the Acquiring Fund. In giving the opinion set forth above, counsel may state that it is relying on certificates of the officers of UBS Trust with regard to matters of fact and certain certifications and written statements of governmental officials with respect to the good standing of UBS Trust. (g) That there shall be delivered to UBS Trust, on behalf of the Acquiring Fund, an opinion in form and substance satisfactory to UBS Trust from ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, special counsel to the Target Fund, to the effect that subject in all respects to the effects of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other laws now or enforced by any court hereafter affecting generally the enforcement of competent jurisdiction or Governmental Entity that prohibits creditors’ rights: (1) The Target Fund is a validly existing corporation in good standing under the laws of the State of Illinois and is a closed-end management investment company registered under the 1940 Act; and (2) The consummation of the transactions contemplated hereinhereby have been duly authorized by all necessary corporate action on the part of the Target Fund; In giving the opinion set forth above, counsel may state that it is relying on certificates of the officers of the Target Fund with regard to matters of fact and certain certifications and written statements of governmental officials with respect to the good standing of the Target Fund. (h) That the Acquiring Fund’s prospectus contained in the Registration Statement with respect to Acquiring Fund Shares to be delivered to Target Fund shareholders in accordance with the Plan shall be effective and no stop order suspending the effectiveness of the Registration Statement or any amendment or supplement thereto shall have been issued prior to the Closing Date or shall be in effect at the Closing, and no litigation or governmental proceeding seeking any proceedings for the issuance of such an order shall be pending or threatened in writing; andon that date. (fi) There That the Acquiring Fund Shares to be delivered hereunder shall not have occurred between be eligible for sale with each state commission or agency with which such eligibility is required in order to permit the Acquiring Fund Shares lawfully to be delivered to each holder of the Target Fund Shares. (j) The Target Fund will provide the Acquiring Fund with (1) a statement of the respective Tax basis and holding period of all investments to be transferred by the Target Fund to the Acquiring Fund; (2) a copy (which may be in electronic form) of the shareholder ledger accounts including, without limitation, the name, address, and taxpayer identification number of each shareholder of record, the number of shares of beneficial interest held by each shareholder, the dividend reinvestment elections applicable to each shareholder, and the backup withholding and nonresident alien withholding certifications, notices, or records on file with the Target Fund with respect to each shareholder, for all of the shareholders of record of the Target Fund as of the close of business on the day of valuation, as described in Section 2, who are to become holders of the Acquiring Fund as a result of the transfer of assets; (3) if requested by UBS Trust, on behalf of the Acquiring Fund, all work papers and supporting statements related to ASC ▇▇▇-▇▇-▇▇ (formerly, “Accounting for Uncertainty in Income Taxes,” FASB Interpretation No. 48, July 13, 2006) pertaining to the Target Fund; and (4) the Tax books and records of the Target Fund for purposes of preparing any Returns required by law to be filed for Tax periods ending after the Closing Date. (k) As promptly as practicable, but in any case within sixty days after the date hereof of Closing, the Target Fund shall furnish the Acquiring Fund, in such form as is reasonably satisfactory to the Acquiring Fund, a statement of the earnings and profits of the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results Target Fund for federal income tax purposes that will be carried over by the Acquiring Fund as a result of operations or prospects or Section 381 of the Management BusinessCode.

Conditions Precedent. The closing obligations of the Company's IPO on or before March 31, 1998, is a condition precedent to the obligations of all parties to this Contribution Agreement to effect consummate the Reorganization and the transactions contemplated hereunder. In addition by this Agreement shall be subject to the foregoingsatisfaction or waiver by the mutual written consent of Existing Parent, New Parent, Merger Sub, PNMAC and Contributors holding at least a majority of the Operating Partnership shall not be obligated PNMAC Units then outstanding (which majority must include each of HCP and BlackRock) at or prior to close hereunder absent satisfaction the Effective Time of each of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsconditions: (a) The representations and warranties of each of the Contributors parties contained herein shall have been true in Articles IV, V, VI, VII and correct on the date such representations and warranties were made, and VIII shall be true and correct on the Closing Date as if made at and as of such date;the Effective Time, except as would not have a material adverse effect on the consummation of the Reorganization. (b) Each of the obligations hereunder of each of the Contributors The Registration Statement shall have been duly performed on declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated or, to the knowledge of New Parent or before Existing Parent, threatened by the Closing Date;SEC and not concluded or withdrawn. No similar proceeding with respect to the Proxy/Prospectus shall have been initiated or, to the knowledge of New Parent or Existing Parent, threatened by the SEC and not concluded or withdrawn. (c) Concurrently This Agreement and the Reorganization shall have been approved by the affirmative vote of at least a majority of the voting power of all of the issued and outstanding shares of Existing Parent Common Stock in accordance with the Closing, each of the Contributors shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunder;DGCL. (d) Except as otherwise permitted herein, each of the Contributors The New Parent Common Stock to be issued pursuant to Reorganization shall have obtained all consents or approvals of any Governmental Entity or third party to been approved for listing by the consummation of New York Stock Exchange (the transactions contemplated hereunder or in the Proxy Solicitation;“NYSE”). (e) No order, statute, rule, regulation, executive order, injunction, stay, decree decree, judgment or restraining order that is in effect shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity governmental or regulatory authority or instrumentality that prohibits or makes illegal the consummation of the Reorganization or the transactions contemplated herein, and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writing; andhereby. (f) There Existing Parent shall not have occurred between received a legal opinion of ▇▇▇▇▇▇▇ Procter LLP in form and substance reasonably satisfactory to it indicating the Reorganization should qualify for the Intended Tax Treatment. (g) All material approvals, licenses and certifications from, and notifications and filings to, governmental entities and non-governmental third parties shall have been obtained or made, as applicable. (h) New Parent shall have (a) either (i) filed with the SEC a post-effective amendment to Existing Parent’s currently effective resale registration statement on Form S-3 (Registration No. 333-191522) (the “Existing Resale Registration Statement”) adopting such resale registration statement as its own registration statement pursuant to Rule 414 under the Securities Act of 1933, as amended, (ii) filed with the SEC a new registration statement on the appropriate form (e.g., Form S-3 or Form S-1, as applicable) in order to register the resale of the Contribution Shares to be received by those Contributors that are currently identified as “Selling Stockholders” in the Existing Resale Registration Statement as of the date hereof of this Agreement or (iii) taken appropriate steps to provide that the Registration Statement on Form S-4 for the Reorganization may be used for resales of Contribution Shares following the Effective Time, and (b) used its reasonable best efforts to cause such post-effective amendment, new registration statement or converted Form S-4 registration statement (as applicable) to become effective at, or as soon as practicable following, the Closing Date any adverse change Effective Time. Notwithstanding the foregoing, in any Titleholder's assetsthe event that New Parent reasonably believes, businessin good faith, financial conditionafter consultation with the Staff of the SEC, results that none of operations the actions described in clauses (i), (ii) or prospects (iii) of the preceding sentence represent the best available method for registering the resale of the Contribution Shares at or following the Management BusinessEffective Time, then New Parent shall have used its reasonable best efforts to provide for an alternative registration of the resale of the Contribution Shares as soon as practicable following the Effective Time.

Conditions Precedent. The closing undertaking of the Investor shall be subject to and contingent upon the following: 8.1 Prior to the Effective Date, the Company shall have secured all permits, consents and authorizations that shall be necessary or required lawfully to consummate this Subscription Agreement and to issue Shares and the Additional Shares, as applicable, in accordance with the terms of this Subscription Agreement. The Company has all requisite corporate power to own and operate its property and assets, to perform all its obligations under all agreements and instruments to which it is a party or by which it is bound, and to carry on the business of the Company as presently conducted and as proposed to be conducted. The Company is in compliance with all applicable laws, including all laws pertaining to it as a public company. All issued and outstanding shares of the Company have been duly authorized, and are validly issued and outstanding and fully paid and non-assessable. The Shares and the Additional Shares, when issued in accordance with this Subscription Agreement, will be duly authorized, validly issued, fully paid, non-assessable, and free of any preemptive rights, and will have the rights, preferences, privileges, and restrictions set forth in the Certificate of Incorporation of the Company's IPO on , and will be issued free and clear of any liens, claims, encumbrances or before March 31third party rights of any kind and duly registered in the name of the Investor in the Company’s register of members. 8.2 The Company has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Company enforceable against the Company. 8.3 The acquisition of and subscription for the Shares and the Additional Shares by the Investor as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Investor. 8.4 The following representations by the Company shall be true and current as of the date hereof and as of the date of the Initial Closing and the Milestone Closing, 1998as applicable: 8.4.1 The Company (directly or through the Subsidiary) owns and has developed, is a condition precedent or has the right to use, free and clear of all liens, charges, claims and restrictions, all patents, trademarks, service marks, trade names, copyrights, licenses and rights, and all trade secrets, including know-how, inventions, designs, processes, works of authorship, computer programs and technical data and information used and sufficient for use in the conduct of its business as presently conducted (collectively herein “Intellectual Property”), without, to the obligations best knowledge of all parties to this Contribution Agreement to effect the transactions contemplated hereunder. In addition Company, infringing upon the right or claimed right of any other person or entity under or with respect to the foregoing, including without limitation, the Operating Partnership shall not be obligated to close hereunder absent satisfaction past and present employees and employers of the following additional conditions precedent if such failure is, in the judgment past and present employees and consultants of the Operating Partnership, either intentional Company. The Company and the Subsidiary have not received or likely to have is aware of any communications alleging that the Company or the Subsidiary or an employee or a Material Adverse Effect on the Operating Partnership or its future operations: (a) The representations and warranties of each consultant of the Contributors contained herein shall have been true and correct on Company or the date such representations and warranties were madeSubsidiary has violated, and shall be true and correct on or by conducting the Closing Date as if made at and as Company’s or the Subsidiary’s business, would violate, patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of such date; (b) Each other persons or entities, nor is the Company nor the Subsidiary aware of any similar violation of the obligations hereunder of each of the Contributors shall have been duly performed on or before the Closing Date; (c) Concurrently with the Closing, each of the Contributors shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunder; (d) Except as otherwise permitted herein, each of the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party to the consummation of the transactions contemplated hereunder or in the Proxy Solicitation; (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced Company’s Intellectual Property by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writing; and (f) There shall not have occurred between the date hereof and the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management Businessothers.

Conditions Precedent. 5.1 The closing obligations of the Company's IPO on Investors to proceed with Closing is subject to the fulfillment at or before March 31, 1998, is a condition precedent to the obligations Closing of all parties to this Contribution Agreement to effect the transactions contemplated hereunder. In addition to the foregoing, the Operating Partnership shall not be obligated to close hereunder absent satisfaction each and every of the following additional conditions precedent if such failure isprecedent, any one or more of which may be waived in whole or in part by the judgment Investors, which waiver shall be in writing and at the sole discretion of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsInvestors: (a) The representations 5.1.1 Each and warranties of each of every representation and warranty made by the Contributors contained herein Company in this Agreement shall have been true and correct on the date such representations and warranties were made, in all material respects when made and shall be true and correct on the Closing Date in all material respects as if originally made at on and as of such date; (b) Each the date of the obligations hereunder of each of Closing, 5.1.2 All covenants, agreements, and conditions contained in this Agreement to be performed or complied with by the Contributors Company prior to or at the Closing, shall have been duly fully performed or complied with by the Company prior to or at the Closing. 5.1.3 The Company shall have received the consent of its banks to postpone principal repayments of the Company’s outstanding long-term bank loans for a period twelve (12) months and satisfactory renegotiation of the loan covenants. 5.1.4 There shall not then be in effect any order or judgment enjoining or restraining the transactions contemplated by this Agreement and to the Company’s best knowledge no suit, proceeding or investigation shall have been commenced by any governmental authority or private person on any ground, restraining, enjoining or hindering, the transaction contemplated herein and the Company shall have received any and all consents and approvals required by it to consummate the transactions contemplated herein. 5.2 The obligation of the Company to proceed with Closing is subject to the fulfillment at or before the Closing Date;of the following conditions precedent, any one or more of which may be waived in whole or in part by the Company, which waiver shall be in writing and at the sole discretion of the Company: (c) Concurrently with 5.2.1 The representations and warranties made by the Investors in this Agreement shall have been true and correct in all material respects when made, and as of the Closing as if made on the date of the Closing. 5.2.2 All covenants, each of the Contributors shall have executed agreements, and delivered to the Operating Partnership the documents required conditions contained in this Agreement to be delivered hereunder;performed or complied with by the Investors prior to or at the Closing. (d) Except as otherwise permitted herein5.2.3 The Investors have secured all permits, each of the Contributors consents, waivers, and authorizations, if any, that shall have obtained all consents be required from them under law or approvals of contract to lawfully consummate this Agreement. 5.2.4 There shall not then be in effect any Governmental Entity order enjoining or third party to the consummation of restraining the transactions contemplated hereunder or by this Agreement. 5.2.5 In the event that an Investor shall also be a Controlling Shareholder the Company shall require that the Shareholders approve the participation of such Controlling Shareholder by a special majority of votes as more particularly set out in the Proxy Solicitation; (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court Law. For the avoidance of competent jurisdiction or Governmental Entity that prohibits doubt the consummation non-satisfaction of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writing; and (f) There this condition shall not have occurred between prohibit the date hereof and Company proceeding with a Closing with other Investors who, according to the Closing Date any adverse change in any Titleholder's assetsLaw, business, financial condition, results of operations or prospects or the Management Businessare not Controlling Shareholders.

Conditions Precedent. The closing Each Fund's obligations hereunder shall be subject to (a) performance by the other Fund of all its obligations to be performed hereunder at or before the Closing, (b) all representations and warranties on behalf of the Company's IPO on or before March 31other Fund contained herein being true and correct in all material respects at the date hereof and, 1998, is a condition precedent to the obligations of all parties to this Contribution Agreement to effect except as they may be affected by the transactions contemplated hereunderhereby, at the Effective Time, with the same force and effect as if made at that time, and (c) the following further conditions that, at or before that time: 5.1 This Agreement and the transactions contemplated hereby shall have been duly adopted and approved by the Board, on behalf of each Fund; 5.2 All necessary filings shall have been made with the SEC and state securities authorities, and no order or directive shall have been received that any other or further action is required to permit Trust to carry out the transactions contemplated hereby. In addition The SEC shall not have issued an unfavorable report with respect to the foregoingReorganization under section 25(b) of the 1940 Act nor instituted any proceedings seeking to enjoin consummation of the transactions contemplated hereby under section 25(c) of the 1940 Act. All consents, orders, and permits of federal, state, and local regulatory authorities (including the SEC and state securities authorities) Trust deems necessary to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain same would not involve a risk of a material adverse effect on either Fund's assets or properties; 5.3 At the Effective Time, no action, suit, or other proceeding shall be pending (or, to Trust's best knowledge, threatened to be commenced) before any court, governmental agency, or arbitrator in which it is sought to enjoin the performance of, restrain, prohibit, affect the enforceability of, or obtain damages or other relief in connection with, the Operating Partnership transactions contemplated hereby; 5.4 Prior to the Closing, Target Fund shall not be obligated have declared a dividend or dividends which, together with all previous such dividends shall have the effect of distributing to close hereunder absent satisfaction Target Fund Shareholders all of Target Fund's Trust taxable income for all taxable periods ending at the Effective Time (computed without regard to any deduction for dividends paid) and all of the following additional net capital gains realized in all taxable periods ending at the Effective Time (after reduction for any capital loss carryforward). 5.5 At any time before the Closing, Trust may waive any of the foregoing conditions precedent if such failure is(except those set forth in paragraphs 5.1, 5.2 and 5.4) if, in the judgment of the Operating PartnershipBoard, either intentional or likely to that waiver will not have a Material Adverse Effect material adverse effect on the Operating Partnership or its future operations: (a) The representations and warranties of each of the Contributors contained herein shall have been true and correct on the date such representations and warranties were made, and shall be true and correct on the Closing Date as if made at and as of such date; (b) Each of the obligations hereunder of each of the Contributors shall have been duly performed on or before the Closing Date; (c) Concurrently with the Closing, each of the Contributors shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunder; (d) Except as otherwise permitted herein, each of the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party to the consummation of the transactions contemplated hereunder or in the Proxy Solicitation; (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writing; and (f) There shall not have occurred between the date hereof and the Closing Date any adverse change in any Titleholderapplicable Fund's assets, business, financial condition, results of operations or prospects or the Management Businessshareholders' interests.

Conditions Precedent. The closing of the Company's IPO on or before March 31, 1998, is a condition precedent Each Funds obligations hereunder shall be subject to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunder. In addition to the foregoing, the Operating Partnership shall not be obligated to close hereunder absent satisfaction of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operations: (a) The performance by the other Fund of all its obligations to be performed hereunder at or before the Effective Time, (b) all representations and warranties of each of the Contributors other Fund contained herein shall have been being true and correct on in all material respects at the date such representations hereof and, except as they may be affected by the transactions contemplated hereby, at the Effective Time, with the same force and warranties were made, and shall be true and correct on the Closing Date effect as if made at the Effective Time, and as of such date;(c) the following further conditions that, at or before the Effective Time: (b) Each of 6.1. This Agreement and the obligations hereunder of each of the Contributors transactions contemplated hereby shall have been duly performed adopted and approved by both Boards, and the Funds shall have called a joint special meeting of their stockholders to consider and act on or before this Agreement and to take all other action necessary to obtain approval of the Closing Date;transactions contemplated hereby (STOCKHOLDERS MEETING). (c) Concurrently 6.2. All necessary filings shall have been made with the ClosingCommission and state securities authorities, and no order or directive shall have been received that any other or further action is required to permit the parties to carry out the transactions contemplated hereby; the Registration Statement shall have become effective under the 1933 Act, no stop orders suspending the effectiveness thereof shall have been issued, and, to each Funds best knowledge, no investigation or proceeding for such purpose shall have been instituted or be pending, threatened, or contemplated under the 1933 Act or the 1940 Act; the Commission shall not have issued an unfavorable report with respect to the Reorganization under section 25(b) of the Contributors shall have executed and delivered 1940 Act nor instituted any proceedings seeking to the Operating Partnership the documents required to be delivered hereunder; (d) Except as otherwise permitted herein, each of the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party to the enjoin consummation of the transactions contemplated hereunder or hereby under section 25(c) of the 1940 Act; and all consents, orders, and permits of federal, state, and local regulatory authorities (including the Commission and state securities authorities) either Fund deems necessary to permit consummation, in the Proxy Solicitation; (e) No orderall material respects, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated hereinhereby shall have been obtained, and except where failure to obtain same would not involve a risk of a material adverse effect on either Funds assets or properties, provided that either Fund may for itself waive any of such conditions. 6.3. At the Effective Time, no litigation action, suit, or governmental other proceeding seeking any such order shall be pending (or, to either Funds knowledge, threatened to be commenced) before any court, governmental agency, or threatened arbitrator in writing; which it is sought to enjoin the performance of, restrain, prohibit, affect the enforceability of, or obtain damages or other relief in connection with, the transactions contemplated hereby. 6.4. The Funds shall have received an opinion of Kirkpatrick & Lockhar▇ ▇▇▇▇▇▇▇ ▇ates ▇▇▇▇▇ ▇▇▇ (▇▇▇N▇▇▇) ▇▇ ▇▇ the federal income tax consequences mentioned below (TAX OPINION). In rendering the Tax Opinion, Counsel may rely as to factual matters, exclusively and without independent verification, on (a) the representations and warranties made in this Agreement, which Counsel may treat as representations and warranties made to it, and , if Counsel requests, in separate letters addressed to Counsel and (fb) There shall not have occurred between the date hereof and the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management Businesscertificates delivered pursuant to paragraph 3.

Conditions Precedent. 9.1 The closing of the Company's IPO on or before March 31, 1998, is a condition following are conditions precedent to the obligations of all parties the Underwriters to this Contribution Agreement to effect close the transactions contemplated hereunder. In addition by this Agreement, which conditions the Corporation covenants to exercise all reasonable commercial efforts to have fulfilled at or prior to the foregoing, Closing Time and which conditions may be waived in writing in whole or in part by the Operating Partnership shall not be obligated to close hereunder absent satisfaction Underwriters at any time. If any of the following additional conditions precedent if such failure isare not met, in the judgment each of the Operating Partnership, either intentional or likely Underwriters may terminate its obligations under this Agreement without prejudice to have a Material Adverse Effect on any other remedies it may have. At the Operating Partnership or its future operationsClosing Time: (a) The the Underwriters shall have received certificates of the Corporation, dated the Closing Date, signed on behalf of the Corporation by its President and Chief Executive Officer and Executive Vice-President, Corporate Development and Chief Financial Officer or such other senior officers satisfactory to the Underwriters, certifying that: (i) the Corporation has complied with and satisfied all covenants, terms and conditions of this Agreement on their part to be complied with or satisfied at or prior to the Closing Time; (ii) the representations and warranties of each of the Contributors Corporation contained herein shall have been are true and correct on the date such representations and warranties were made, and shall be true and correct on in all material respects as of the Closing Date Time with the same force and effect as if made at and as of the Closing Time, except for such date; (b) Each representations and warranties which are made as of the obligations hereunder of each of the Contributors shall have been duly performed on or before a specific date other than the Closing Date; (iii) no event of a nature referred to in section 10.1(a), (c) Concurrently with or (d)(i) hereof has occurred since the Closingdate of this Agreement or to the knowledge of such officers is pending, contemplated or threatened; and (iv) there has been no adverse material change, financial or otherwise, as at the Closing Date, in the business, earnings, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation and its subsidiaries (taken as a whole) from that disclosed in the Canadian Final Prospectus or any Prospectus Amendment and in the Disclosure Package and the U.S. Final Prospectus, and the Underwriters shall have no knowledge to the contrary; (b) the Subscription Receipt Agreement shall have been entered into in form and substance satisfactory to the Underwriters and their counsel, each of acting reasonably; (c) the Contributors Corporation shall have executed and delivered furnished to the Operating Partnership Underwriters evidence that the documents required to Purchased Securities and the Underlying Common Shares have been conditionally approved for listing and trading on the Toronto Stock Exchange and the ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Shares have been conditionally approved for listing and trading on the New York Stock Exchange and that the Purchased Securities will be delivered hereunderposted for trading on the Toronto Stock Exchange on the Closing Date; (d) Except the Underwriters shall have received a legal opinion, dated the Closing Date, from Québec counsel to the Corporation as otherwise permitted herein, each to compliance with the laws of Québec relating to the use of the Contributors French language in connection with the offering, issuance and sale of the Purchased Securities, which opinion shall have obtained all consents or approvals of any Governmental Entity or third party be in form and substance satisfactory to the consummation of the transactions contemplated hereunder or in the Proxy SolicitationUnderwriters’ counsel, acting reasonably; (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order the Underwriters shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation received a comfort letter of the transactions contemplated hereinCorporation’s auditors and from Columbia’s auditors, in each case addressed to the Underwriters and dated the Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, bringing the information contained in the comfort letter or letters of such auditors referred to in section 3.1(g) hereof forward to the Closing Time, which comfort letters shall be based on a review having a cut-off date not more than two business days prior to the Closing Date; (f) the Underwriters shall have received legal opinions, dated the Closing Date, from ▇▇▇▇▇ ▇▇▇▇▇ LLP, U.S. counsel for the Corporation, to the effect set forth in Annex A hereto, from in-house counsel to the Corporation, to the effect set forth in Annex B hereto, from Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, Canadian counsel for the Corporation, to the effect set forth in Annex C hereto, from ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, U.S. counsel for the Underwriters, with respect to the issuance and sale of the Purchased Securities and the Underlying Common Shares in the United States, the Registration Statement, the Disclosure Package, the U.S. Final Prospectus (together with any supplement thereto) and other related matters as the Underwriters may reasonably require, and no litigation from Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Canada LLP, Canadian counsel for the Underwriters with respect to the issuance and sale of the Purchased Securities and the Underlying Common Shares in Canada, the Canadian Prospectuses and other related matters as the Underwriters may reasonably require, it being understood that counsel for the Underwriters may rely on the opinions of counsel for the Corporation and that counsel for the Underwriters and counsel for the Corporation may rely upon the opinions of local counsel as to all matters not governed by the laws of the respective jurisdictions in which they are qualified to practice, and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of the Corporation, auditors and public officials, and that the opinions of counsel may be subject to usual qualifications as to equitable remedies, creditors’ rights laws and public policy considerations; (g) the Underwriters shall have received written confirmation from the Corporation’s registrar and transfer agent of the number of Common Shares issued and outstanding as of the day immediately prior to the Closing Date; (h) if the Registration Statement has been filed with FINRA for review, FINRA shall not have raised any objection with respect to the fairness and reasonableness of the underwriting terms or governmental proceeding seeking any such order shall be pending other arrangements or threatened in writingtransactions, contemplated hereby which remain unresolved; and (fi) There shall not have occurred between the date hereof and prior to the Closing Date any adverse change in any Titleholder's assetsTime, businessthe Corporation shall have furnished to the Co-Lead Underwriters such further information, financial condition, results of operations or prospects or certificates and documents as the Management BusinessCo-Lead Underwriters may reasonably request.

Conditions Precedent. The closing obligations of Lessor to the lease of the Company's IPO Aircraft on or before March 31, 1998, is a condition precedent the Delivery Date hereunder are subject to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunder. In addition fulfillment to the foregoingsatisfaction of Lessor (in the case of paragraphs (i)(a), (ii), (iii), (iv), (v), (vi), (vii) and (viii)), in each case in its sole discretion, of the Operating Partnership shall not following conditions of such conditions to be obligated met to close its satisfaction); Lessee's obligations to lease the Aircraft hereunder absent are subject to the satisfaction of the following additional conditions precedent if such failure is, condition specified in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsclause (ix) below: (a) The all representations and warranties of each by Lessee set forth herein or in any of the Contributors contained herein shall have been true and correct on the date such representations and warranties were made, and Lease Documents shall be true and correct accurate on the Closing Date as if made at and as of the Delivery Date as though made on and as of the Delivery Date; and (b) [this clause is reserved]; (ii) no Default shall have occurred and continue to exist on the Delivery Date; (iii) receipt of all necessary consents, licenses, registrations, authorizations or approvals of, and exemptions by, such dategovernmental or other authorities and third parties as may be necessary or advisable to authorize the execution, delivery and performance of this Agreement by Lessee and to permit payment and remittance of all payments to be made to Lessor, at such places and in such manner as provided for under this Agreement; (iv) no material governmental action or proceeding which will have a material adverse affect on the current business or financial condition of Lessee shall be pending nor shall any governmental action be threatened before any court or governmental agency of competent jurisdiction, nor shall any order, judgment or decree have been issued by any court or governmental agency, to set aside, restrain, enjoin or prevent the completion and consummation of this Agreement or the transactions contemplated hereby or thereby; (v) no Event of Loss shall have occurred in respect of the Aircraft on or prior to the Delivery Date; (vi) Lessor shall have received on or before the Delivery Date each of the following, which shall be in full force and effect on the Delivery Date: (a) a certificate substantially in the form of Schedule C, dated the date hereof (the content of which shall be true both on the date hereof and on the Delivery Date) and signed by a duly authorized officer of Lessee, and having annexed thereto the documents referred to therein; (b) Each a favorable opinion of the obligations hereunder of each of the Contributors shall have been duly performed on or before the Closing DateLessee's counsel in a form acceptable to Lessor; (c) Concurrently with the ClosingLease Documents, each of the Contributors shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunderduly executed; (d) Except an insurance certificate signed by a firm of independent aircraft insurance brokers, satisfactory to Lessor, as otherwise permitted hereinto due compliance with the insurance required pursuant to Clause 10 with respect to the Aircraft together with a broker's letter of undertaking as required by Clause 10.12 (iii); (e) the Lease Supplement and Acceptance Certificate, each duly executed; (f) evidence of required registrations, import licenses if applicable, air operator's certificates and all other licenses, certificates and permits required to be held by Lessee in relation to, or in connection with the operation of the Contributors Aircraft (including Lessee's operating certificate issued by the U.S. Secretary of Transportation under Chapter 447 of Title 49, U.S. Code) and evidence that the Lease Agreement has been duly registered with the FAA; (g) certified copies of all licenses, certificates and permits required by Lessee to operate as an airline; (h) the Power of Attorney, executed by Lessee in favor of ING, pursuant to which Lessee constitutes and appoints ING as the true and lawful agent and attorney-in-fact for Lessee for purposes of exercising and enforcing rights and remedies available to Lessor or ING upon and following the occurrence of an Event of Default; (i) the Maintenance Payments then due; and (j) the Security Deposit required under Clause 30. (vii) Lessee's board of directors shall have obtained all consents or approvals of any Governmental Entity or third party to authorized the consummation of the transactions contemplated hereunder or by the Lease Documents and such approval shall be evidenced by resolutions of such board of directors in form and substance reasonably satisfactory to Lessor, and such resolutions shall specifically and expressly refer to the Proxy SolicitationLease Documents, the Lease Supplement and Acceptance Certificate and the Power of Attorney; (eviii) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order Lessor shall have been enactedreceived such other instruments, entereddocuments, promulgated or enforced by any court evidence, certificates and opinions as to such other matters as it may reasonably request and all other matters relating to the leasing of competent jurisdiction or Governmental Entity that prohibits the Aircraft and the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such order hereby shall be pending reasonably satisfactory to Lessor; (ix) the Delivery Date (as defined in the Interim Lease) shall have occurred and Lessee shall have accepted the delivery of the Aircraft under the Interim Lease (including the satisfaction or threatened in writingwaiver by Lessee of the conditions to its obligations thereunder, as provided therein); (x) a favorable opinion of Lessor's counsel to the effect that Lessor has duly executed and delivered the Lease Documents and any other lease agreement and each such document is legally valid, binding and enforceable; (xi) a copy of a currently effective airworthiness certificate for the Aircraft; (xii) a copy of the current registration certificate for the Aircraft; and (fxiii) There shall not have occurred between an opinion, at Lessee's expense, from ▇▇▇▇▇ and ▇▇▇▇▇▇▇, special FAA counsel, to the date hereof effect that Lessor is the owner of record of the Aircraft and the Closing Date any adverse change Aircraft is duly registered in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management BusinessUnited States and as to such other matters as may be reasonably requested by Lessee.

Conditions Precedent. 5.1. Conditions Precedent - M&T, Merger Sub and FNB The closing respective obligations of the Company's IPO on or before March 31, 1998, is a condition precedent to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunder. In addition Merger shall be subject to the foregoing, the Operating Partnership shall not be obligated to close hereunder absent satisfaction or waiver of the following additional conditions precedent if at or prior to the Closing Date: (a) All corporate action necessary to authorize the execution, delivery and performance of this Reorganization Agreement and the Plan of Merger and consummation of the transactions contemplated hereby and thereby shall have been duly and validly taken; (b) The parties hereto shall have received all regulatory approvals required or mutually deemed necessary in connection with the transactions contemplated by this Reorganization Agreement, the Plan of Merger and the Bank Merger Agreement, all notice periods and waiting periods required after the granting of any such failure isapprovals shall have passed and all conditions contained in any such approval required to have been satisfied prior to consummation of such transactions shall have been satisfied, provided, however, that no such approval shall have imposed any condition or requirement which, in the judgment reasonable opinion of the Operating PartnershipBoard of Directors of M&T or FNB so materially and adversely affects the anticipated economic and business benefits to M&T or FNB, either intentional respectively, of the transactions contemplated by this Agreement as to render consummation of such transactions inadvisable; (c) The Registration Statement (including any post-effective amendment thereto) shall be effective under the Securities Act, and no proceeding shall be pending, or likely to the knowledge of M&T, threatened by the Commission to suspend the effectiveness of such Registration Statement, and M&T shall have received all state securities or "Blue Sky" permits or other authorizations, or confirmations as to the availability of an exemption from registration requirements as may be necessary; (d) To the extent that any lease, license, loan, financing agreement or other contract or agreement to which FNB or any FNB Subsidiary is a party requires the consent of or waiver from the other party thereto as a result of the transactions contemplated by this Agreement, such consent or waiver shall have been obtained, unless the failure to obtain such consents or waivers, individually or in the aggregate, would not have a Material Adverse Effect on the Operating Partnership or its future operations: (a) The representations and warranties of each of the Contributors contained herein shall have been true and correct on the date such representations and warranties were made, and shall be true and correct on the Closing Date as if made at and as of such date; (b) Each of the obligations hereunder of each of the Contributors shall have been duly performed on or before the Closing Date; (c) Concurrently with the Closing, each of the Contributors shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunder; (d) Except as otherwise permitted herein, each of the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party to the consummation of the transactions contemplated hereunder or in the Proxy SolicitationFNB; (e) No None of the parties hereto shall be subject to any order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated injunction of a court or enforced by any court agency of competent jurisdiction which enjoins or Governmental Entity that prohibits the consummation of the transactions contemplated herein, by this Reorganization Agreement and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writingthe Plan of Merger; and (f) There The shares of M&T Common Stock that may be issued in the Merger which shall not have occurred between been approved for listing on the date hereof NYSE, subject to official notice of issuance; and (g) M&T and FNB shall have received an opinion of Arnold & Porter, in form and substance reasonably satisfactory to M&T ▇▇▇ ▇▇B, ▇▇▇▇▇ as of the Closing Date Effective Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing on the Effective Date, the Merger should be treated for federal income tax purposes as a reorganization or part of a reorganization within the meaning of Section 368(a) of the Code, and that, provided the Merger is such a reorganization: (i) FNB and M&T will each be a party to such reorganization within the meaning of Section 368(b) of the Code; (ii) No gain or loss will be recognized by M&T, Merger Sub or FNB as a result of the Merger (except for amounts resulting from any adverse required change in accounting methods, any Titleholderincome and deferred gain recognized pursuant to Treasury regulations issued under Section 1502 of the Code, or other exceptions as set forth in such opinion); (iii) No gain or loss will be recognized by FNB shareholders with respect to shares of M&T Common Stock received in exchange for all of their shares of FNB Common Stock; (iv) The gain, if any, realized by FNB shareholders who receive M&T Common Stock and cash (other than cash in lieu of a fractional share interest of M&T Common Stock) in exchange for their shares of FNB Common Stock, will be recognized by each such shareholder, but in an amount not in excess of the amount of cash received. If the exchange has the effect of the distribution of a dividend, then the amount of the gain recognized shall be treated as a dividend. No loss will be recognized by such FNB shareholder on the exchange; (v) In general, cash received by a FNB shareholder who receives solely cash in exchange for his or her shares of FNB Common Stock will be treated as having been received by such shareholder as a distribution in redemption of his or her shares of FNB Common Stock. If, however, any such FNB shareholder constructively owns shares of FNB Common Stock that are exchanged for M&T Common Stock in the Merger or owns shares of M&T Common Stock actually or constructively after the Merger, part or all of the cash received may be treated as ordinary income to the extent of the shareholder's assetsratable share of FNB's accumulated earnings and profits if the receipt of the cash has the effect of a distribution of a dividend with respect to such shareholder; (vi) Each FNB shareholder's aggregate tax basis in any shares of M&T Common Stock received in the transaction will be the same as the aggregate tax basis of the shares of FNB Common Stock such shareholder surrendered in the exchange therefor, businessdecreased by the amount of any cash received by the shareholder and increased by the amount which was treated as a dividend and any gain recognized (not including any portion which was treated as a dividend) by the shareholder in the exchange; and (vii) Each FNB shareholder's holding period in any shares of M&T Common Stock received in the transaction will, financial conditionin each instance, results include the period during which the shares of operations or prospects or FNB Common Stock surrendered in exchange therefor were held, provided that such shares of FNB Common Stock were held as capital assets by the Management Businessshareholder on the Effective Date. In rendering the opinion described in this subsection (g), Arnold & Porter will rely on representations and facts as provided by ▇&▇ ▇▇d F▇▇, ▇▇cluding without limitation the standard representations set forth in Revenue Procedure 86-42, 1986-2 C.B. 722.

Conditions Precedent. The closing Underwriter has entered into this Purchase Agreement in reliance upon (i) the representations, warranties and agreements of the Company's IPO on or before March 31, 1998, is a condition precedent to the obligations of all parties to Issuer contained in this Contribution Agreement to effect the transactions contemplated hereunder. In addition to the foregoing, the Operating Partnership shall not be obligated to close hereunder absent satisfaction of the following additional conditions precedent if such failure isPurchase Agreement, in the judgment Indenture, in the Loan Agreement, and the Resolution; (ii) the representations, warranties and agreements of the Operating PartnershipBorrower contained in this Purchase Agreement and in the other Borrower Documents; and (iii) the performance by the Issuer and the Borrower of their obligations hereunder, either intentional or likely if any, and under the above-mentioned documents, both as of the date hereof and as of the date of the Closing. The Underwriter’s obligations under this Purchase Agreement are and shall be subject to have a Material Adverse Effect on the Operating Partnership or its future operationsfollowing further conditions: (a) The representations and warranties of each of the Contributors Issuer and the Borrower contained herein in this Purchase Agreement shall have been true be true, complete and correct on the date such representations of acceptance hereof and warranties were made, on and shall be true and correct on as of the date of the Closing Date with the same effect as if made at and as on the date of such date;the Closing. (b) Each At the time of the Closing, the Official Statement, the Resolution, the Act, the Indenture, the Borrower Documents, and the Limited Guaranty shall be in full force and effect, shall each be in form and substance acceptable to the Underwriter in all respects, and shall not have been amended, modified or supplemented except as may have been agreed to in writing by us; and the Issuer, the Borrower, and the Limited Guarantor shall have duly adopted and there shall be in full force and effect such ordinances and resolutions, and entered into such agreements, as, in the opinion of Bond Counsel, and in the opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Underwriter, shall be necessary in connection with the transactions contemplated hereby or the documentation of security for the Series 2020 Bonds. (c) The Underwriter may terminate this Purchase Agreement by notification in writing or by facsimile or telegram to the Issuer and the Borrower if at any time subsequent to the date hereof and at or prior to the Closing: (A) legislation shall be enacted by, or favorably reported out of a committee of, either House of the Congress of the United States of America, or a decision by a court of the United States of America shall be rendered, or a regulation or ruling shall be issued or proposed by or on behalf of the Treasury Department, the Internal Revenue Service, or any other agency of the Federal Government having jurisdiction, or a release or official statement shall be issued by the Treasury Department, the Internal Revenue Service of the United States, or any other agency of the Federal Government having jurisdiction, with respect to federal taxation upon interest received on obligations hereunder of the character of the Series 2020 Bonds, which, in the reasonable judgment of the Underwriter, adversely affects the market for the Series 2020 Bonds or the sale, at the contemplated offering prices, by the Underwriter of the Series 2020 Bonds; or (B) a stop order, ruling, regulation, proposed regulation or statement by or on behalf of the SEC is issued or made to the effect that the issuance, offering, sale or distribution of obligations of the character of the Series 2020 Bonds is in violation of any provisions of the Securities Act of 1933, as amended (the “1933 Act”), or of the Trust Indenture Act of 1939, as amended (the “1939 Act”); or (C) the Congress of the United States of America shall enact a law, or a ▇▇▇▇ is favorably reported out of a committee of either House, or a decision by a court of the United States of America is rendered, or a ruling, regulation, proposed regulation or statement by or on behalf of the SEC or any other agency of the Federal Government having jurisdiction of the subject matter is made, to the effect that securities of the Issuer or of any similar public body are not exempt from the registration, qualification or other requirements of the 1933 Act or the 1939 Act; or (D) the United States of America becomes engaged in hostilities (other than those currently ongoing in Iraq and Afghanistan and otherwise on the date hereof) that result in a declaration of war or a national emergency; or (E) there occurs a general suspension of trading on the New York Stock Exchange; or (F) a general banking moratorium is declared by authorities of the State, the State of New York, or the United States of America; or (G) an event occurs which in the judgment of the Underwriter (i) makes untrue or incorrect in any material respect, as of the time of such event, any statement or information contained in the Preliminary Official Statement or the Official Statement or which is not reflected in the Preliminary Official Statement or the Official Statement but should be reflected therein in order to make the statements and information contained therein not misleading in any material respect and/or (ii) adversely affects the market for the Series 2020 Bonds or the sale, at the contemplated offering prices, by the Underwriter, of the Series 2020 Bonds; or (H) all documentation in connection with the issuance of the Series 2020 Bonds is not satisfactory in form and substance to the Underwriter or ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP (“Underwriter’s Counsel”); or (I) economic, market or other conditions occur or exist which, in the judgment of the Underwriter, render the Series 2020 Bonds incapable of being sold on terms acceptable to the Underwriter; or (J) any suit, proceeding, litigation or other action are commenced, or, if commenced prior to the date hereof, are continuing or have been adjudicated, which, in any event, in the reasonable judgment of the Underwriter, may affect the marketing, sale or delivery of the Series 2020 Bonds; or (K) the Underwriter, the Borrower, and the Issuer have not reached agreement as to the terms of any of the agreements referred to in this Purchase Agreement; or (L) a default has occurred with respect to the obligations of, or proceedings have been instituted under the federal bankruptcy laws or any similar state laws by or against, any state of the United States of America, which in the reasonable opinion of the Underwriter adversely affects the market price or marketability of the Series 2020 Bonds; or (M) the sovereign debt rating of the United States of America is downgraded by any major credit rating agency or a payment default occurs on United States Treasury obligations, which in the reasonable opinion of the Underwriter adversely affects the market price or marketability of the Series 2020 Bonds. (d) At or prior to the Closing, the Underwriter shall have received the following documents (in each case with such changes as the Underwriter shall approve): (i) The unqualified approving opinion of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, as Bond Counsel, dated the date of the Closing, in form acceptable in all respects to the Underwriter and Underwriter’s counsel (substantially in the form attached as APPENDIX F to the Official Statement, without material modifications or alterations); (ii) A supplemental opinion of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & Hollister LLP, as Bond Counsel, in form and substance acceptable to the Underwriter and counsel to the Underwriter; (iii) One or more opinions of General Counsel of Presbyterian Homes and Services, as counsel to the Borrower and Limited Guarantor, dated the date of Closing, and addressed to Bond Counsel and the Underwriter, in form and substance acceptable to the Underwriter and counsel to the Underwriter; (iv) An opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Underwriter, dated the date of the Closing, and addressed to the Underwriter; (v) A certificate of the Issuer, signed by an official of the Issuer, dated the date of the Closing, to the effect that, to the knowledge of the Issuer (A) the representations of the Issuer contained in this Purchase Agreement and in the Resolution, the Loan Agreement, and the Indenture are true and correct in all material respects as of the date of the Closing; and (B) no litigation is pending or threatened, against the Issuer (1) seeking to restrain or enjoin the issuance or delivery of any of the Series 2020 Bonds or the collection of revenues or other security pledged under the Indenture or the Resolution, (2) in any way contesting any authority for the issuance of the Series 2020 Bonds or the validity of the Series 2020 Bonds, the Resolution, the Loan Agreement, the Indenture, or this Purchase Agreement, or (3) in any way contesting the existence or powers of the Issuer; (vi) A certificate of the Borrower, signed by an authorized representative of the Borrower, dated the date of the Closing, to the effect that (A) the representations, warranties and agreements of the Borrower contained in this Purchase Agreement and in the Borrower Documents are true and correct in all material respects as of the date of the Closing; (B) no litigation to which the Borrower is a party is pending or, to the knowledge of the Borrower, threatened, (1) seeking to restrain or enjoin the issuance or delivery of any of the Series 2020 Bonds or the collection of revenues or other security pledged under the Indenture, (2) in any way contesting or affecting any authority for the issuance of the Series 2020 Bonds or the validity of the Series 2020 Bonds, the Resolution, or any of the Borrower Documents, or (3) in any way contesting the existence or powers of the Borrower; (C) no event affecting the Borrower has occurred since the date of the Official Statement that should be disclosed in the Official Statement, for the purpose for which it is to be used or which should be disclosed therein in order to make the statements and information therein not misleading in any material respect; (D) the information in the Official Statement concerning the Borrower, the Project (including sources and uses of funds), and the Borrower’s participation in the transactions contemplated by the Borrower Documents is true and correct in all material respects, and the information under the heading “RISK FACTORS” is a fair description of the risk factors related to the Project ; (E) all resolutions and other actions required to be approved or taken by or on behalf of the Borrower authorizing and approving the transactions described or contemplated in this Purchase Agreement or in the Official Statement, the execution of or approving of the respective forms of, as the case may be, the Borrower Documents and the Series 2020 Bonds have been duly approved by the Borrower, are in full force and effect and have not been modified, amended or repealed; (F) the Borrower is a nonprofit corporation and 501(c)(3) organization organized and validly existing under the laws of the State with full power and authority to own its properties and conduct its business in the State; and (G) the Borrower has all necessary licenses, approvals, accreditations and permits presently required under federal, state and local laws to own and operate the Project or, if the Borrower does not currently have such licenses, approvals, accreditations and permits, they are expected to be promptly obtained by the Borrower as soon as commercially possible after the Closing for the Project; (vii) A certificate of Limited Guarantor, signed by an authorized representative of Limited Guarantor, dated the date of the Closing, to the effect that (A) no litigation is pending or to its knowledge threatened, (1) seeking to restrain or enjoin the issuance or delivery of any of the Series 2020 Bonds, (2) in any way contesting or affecting any authority for the issuance of the Series 2020 Bonds or the validity of the Series 2020 Bonds or the Limited Guaranty, or (3) in any way contesting the existence or powers of the Limited Guarantor; (B) no event affecting Limited Guarantor has occurred since the date of the Preliminary Official Statement that should be disclosed in the Official Statement, for the purpose for which it is to be used or which should be disclosed therein in order to make the statements and information therein not misleading in any material respect; (C) the statements and the information set forth in the Preliminary Official Statement and the Official Statement (including the appendices thereto and to the extent not modified from the information contained in the Preliminary Official Statement) concerning the Limited Guarantor (including its facilities and operations), Guarantor’s financial information (as defined in the Preliminary Official Statement and the Official Statement), and Guarantor’s participation in the transaction contemplated by the Limited Guaranty including the information in Appendix B to the Official Statement (collectively, the “Limited Guarantor Portion”) is true and correct in all material respects, and the information under the heading “RISK FACTORS” relating to the Limited Guarantor is a fair description of the risk factors related to Limited Guarantor’s operations; (D) all resolutions and other actions required to be approved or taken by or on behalf of the Limited Guarantor authorizing and approving the transactions described or contemplated in the Limited Guaranty or in the Preliminary Official Statement and the Official Statement, the execution of or approval of the respective forms of, as the case may be, the Limited Guaranty, and the Preliminary Official Statement, and the Official Statement have been duly approved by the Limited Guarantor, are in full force and effect and have not been modified, amended or repealed; (E) Limited Guarantor is a nonprofit corporation and 501(c)(3) organization organized and validly existing under the laws of the State with full power and authority to own its properties and conduct its business in the State; (F) Limited Guarantor has all necessary licenses, approvals, accreditations and permits presently required under federal, state and local laws to operate and conduct its business as currently operated or, if Limited Guarantor does not currently have such licenses, approvals, accreditations and permits, they are expected to be promptly obtained by the Limited Guarantor as soon as commercially possible; (G) the execution and delivery of the Limited Guaranty and compliance with the provisions thereof, under the circumstances contemplated thereby, will not, in any material respect, conflict with or constitute on the part of the Limited Guarantor a breach of or default under any other agreement or instrument to which Limited Guarantor is a party or, to Limited Guarantor’s knowledge, any existing law, administrative regulation, court order or consent decree to which Limited Guarantor is subject; and (H) the Limited Guaranty, when it has been executed and delivered by Limited Guarantor, will, assuming due authorization, execution and delivery by the other parties thereto, constitute a valid and binding obligation of Limited Guarantor, enforceable in accordance with its terms, subject to any applicable bankruptcy, insolvency or other laws affecting creditors’ rights or remedies heretofore or hereafter enacted; (viii) A title insurance policy, relating to the land upon which the Project is and will be constructed, in a form satisfactory to the Underwriter and Bond Counsel insuring a first mortgage lien in the site of the Project and containing the endorsements and coverage requested by counsel to the Underwriter; (ix) Certified copies of the Borrower’s resolutions or comparable actions of its Board of Directors authorizing the execution and delivery of the Borrower Documents and approving the Series 2020 Bonds; (x) Certified copies of the resolutions of Limited Guarantor or comparable actions of its Board of Directors authorizing the execution and delivery of the Limited Guaranty; (xi) An execution copy or other copy, certified to the Underwriter’s satisfaction as true and correct, of each of the Contributors shall have been duly performed on or before following items: the Closing Date; (c) Concurrently with Borrower Documents; the Closing, each Borrower’s articles of the Contributors shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunder; (d) Except as otherwise permitted herein, each organization; certificate of the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party to the consummation of the transactions contemplated hereunder or good standing in the Proxy Solicitation; (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court State for the Borrower; the Limited Guaranty; the Limited Guarantor’s articles of competent jurisdiction or Governmental Entity that prohibits incorporation; and for Limited Guarantor a certificate of good standing in the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writingState; and (fxii) There shall not have occurred between Such additional legal opinions, certificates, proceedings, agreements, instruments and other documents as counsel for the date hereof and Underwriter or Bond Counsel, may reasonably request to evidence compliance with any legal requirements, to provide such additional assurances as the Closing Date any adverse change in any Titleholder's assetsUnderwriter may request, business, financial condition, results of operations or prospects or the Management Business.rega

Conditions Precedent. The closing effectiveness of the Company's IPO on or before March 31, 1998, this Agreement is a condition precedent subject to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunder. In addition to the foregoing, the Operating Partnership shall not be obligated to close hereunder absent satisfaction of the following additional conditions precedent if such failure is, in the judgment as of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsEffective Date: (a) The 13.1 All of Licensor's representations and warranties of each of the Contributors contained herein shall have been true and correct on the date such representations and warranties were made, and set forth in this Agreement shall be true and correct on the Closing Date as if made at and as of such date;correct. (b) Each of the obligations hereunder of each of the Contributors 13.2 There shall have been duly performed on no order or preliminary or permanent injunction entered in any action or proceeding before any United States federal or state court or any foreign court of competent jurisdiction or any governmental authority that has jurisdiction over the enforcement of any applicable Laws making illegal or prohibiting the consummation of the transactions contemplated by this Agreement; 13.3 No action, suit, or proceeding shall be pending before any court or quasi-judicial court or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) legally prevent consummation of the Closing Datetransactions contemplated by this Agreement, or (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation; (c) Concurrently with 13.4 Licensor, as holder of a majority ownership interest in DI-Florida, shall have procured the Closingrelease of any and all non-compete, each non-solicitation and other employment-related agreements between DI-Florida and any of its employees; 13.5 Licensee shall have delivered a certificate to Licensor acknowledging that it has hired such current or past employees of DI-Florida as Licensee deems necessary or desirable, to Licensee's satisfaction, in its sole and absolute discretion. 13.6 DI-Florida shall have assigned any and all right, title and interest it may have in and to the Contributors Personal Property, the Lease, the Website and the Books and Records to Licensor. 13.7 Licensor and Licensee shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunder; (d) Except as otherwise permitted herein, each other a duly executed counterpart of the Contributors Supply Agreement. 13.8 Licensor shall have obtained contacted all consents or approvals of any Governmental Entity or third party to the consummation of the transactions contemplated hereunder or in the Proxy Solicitation; (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order Customers and shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated herein, had them execute a letter acknowledging and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writing; and agreeing to (fa) There shall not have occurred between the date hereof and the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management Business.all Purchase Order being transferred to Licensee and/or

Conditions Precedent. The closing of the Company's IPO on or before March 314.1 CONDITIONS TO EACH PURCHASE, 1998, is a condition precedent ESTABLISHMENT AND/OR ADDITION OF INDEBTEDNESS. Notwithstanding anything to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunder. In addition to the foregoingcontrary herein, the Operating Partnership GE Capital shall not be obligated to close hereunder absent satisfaction of purchase Accounts or to establish new or additional Indebtedness unless the following additional conditions precedent if such failure is, are true and correct in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operationsall respects: (a) The Bankruptcy Court shall have entered the Approval Order, and if an appeal has been filed, no stay of such Approval Order pending appeal has been granted. (b) The Bankruptcy Court shall have entered an interim order, or if there is no interim order or the interim order is no longer effective, a final order, with respect to the Postpetition Credit Agreement or any other debtor in possession financing credit agreement in form and substance reasonably satisfactory to GE Capital in all material respects, and if an appeal has been filed, no stay of such interim or final order, as the case may be, has been granted. (c) All of the representations and warranties of each of the Contributors contained herein shall have been true and correct on the date such representations and warranties were made, and shall be true and correct in all material respects on the Closing Date and as if of such date as though made at on and as of such date; (b) Each of the obligations hereunder of each of the Contributors shall have been duly performed on or before the Closing Date; (c) Concurrently with the Closing, each of the Contributors shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunder;. (d) Except as otherwise permitted herein, each of the Contributors No event shall have obtained all consents occurred and be continuing, or approvals would result from the purchase, establishment and/or addition of any Governmental Entity such Indebtedness, that constitutes a Default or third party to the consummation an Event of the transactions contemplated hereunder or in the Proxy Solicitation;Default. (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order Liens shall have been enacted, entered, promulgated filed or enforced recorded or otherwise exist against any of the Accounts or Indebtedness other than the Liens arising pursuant to this Agreement and neither Parent nor any Operating Subsidiary has any notice of an intention by any court of competent jurisdiction potential lienor to file or Governmental Entity that prohibits the consummation record any such Liens against any of the transactions contemplated herein, Accounts or Indebtedness. The acceptance by Parent and no litigation or governmental proceeding seeking any such order each Operating Subsidiary of the proceeds of each purchase of Indebtedness shall be pending or threatened deemed to constitute a representation and warranty by Parent and each Operating Subsidiary that the conditions in writing; and (f) There shall not this Section 4.1 have occurred between the date hereof and the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management Businessbeen satisfied.