Common use of Conditions Clause in Contracts

Conditions. A. In addition to Purchaser’s absolute right to terminate this Contract for any reason at any time during the Review Period, the obligation of Purchaser under this Contract to purchase the Property from Seller is subject to the satisfaction of each of the following conditions on or prior to the Closing Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Date: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein shall be true and correct in all material respects as of the Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effect. 4. The physical condition of the Property shall not have materially changed since the Effective Date.

Conditions. A. In addition to Purchaser’s absolute right to terminate this Contract (a) The Company, on its own initiative, shall not change the terms and conditions of any LBL Contract, other than for any reason at changes that are required due to (i) changes in Applicable Law, (ii) the terms of the LBL Contracts or (iii) the requirements of any time during Governmental Entity. If the Review PeriodCompany’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the obligation of Purchaser Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Contract Agreement. With respect to purchase the Property from Seller is subject any change required due to the satisfaction of each of reasons identified in clauses (i) or (iii) above, the following conditions on or Company shall, to the extent practicable, prior to the Closing Dateeffectiveness of any such change, any promptly notify the Reinsurer of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior such proposed change and afford the Reinsurer the opportunity, to the Closing Date:extent practicable, to object to such change under applicable administrative procedures (both formal and informal). 1. Title (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date of the terms and conditions of the LBL Contracts (including to the Real Property any contract riders or endorsements thereto) shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than covered hereunder unless made by the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy Reinsurer pursuant to the Title Commitment insuring Administrative Services Agreement or made or consented to by the title to Company with the Real Property subject only to the Permitted Exceptions in the amount prior written approval of the Purchase PriceReinsurer. For purposes of determining whether this Condition has been satisfiedIn the event that any such changes, it shall be assumed that as amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in Reinsurer, this Agreement will cover Reinsured Risks incurred by the Title Commitment have Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketablemade. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein shall be true and correct in all material respects as of the Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effect. 4. The physical condition of the Property shall not have materially changed since the Effective Date.

Conditions. A. In addition The Company’s interest in this Agreement may be assigned as a whole or in part, and its interest in the Facilities may be leased, sold, transferred or otherwise disposed of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), to Purchaserany Person; provided, however, that no such assignment, lease, sale, transfer or other disposition (a) shall relieve the Company from its primary liability for its obligations under Section 5.01 hereof or (b) shall be made unless the assignee, lessee, purchaser or other transferee, as the case may be, prior to or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form to the Trustee and the Authority, all other obligations of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if (i) the Company’s absolute right interest in this Agreement shall be assigned as a whole or in undivided part, (ii) the Company’s interest in the Facilities shall be leased as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company’s interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, to terminate this Contract for any reason at any time during the Review Periodextent of such assignment, lease, sale, transfer or other disposition, the obligation Company shall be released from and discharged of Purchaser under this Contract to purchase the Property from Seller is subject all liability in respect of such obligations to the satisfaction of each extent so assumed (but only to such extent); provided, however, that the release and discharge of the following conditions on or prior Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Closing DateAuthority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any of which conditions such assumption, release and discharge as aforesaid, the Company may be waived again assume such obligations under Section 5.01 hereof, in whole or in part by Purchaser by written waiver part, at or prior any time and from time to time, and, to the Closing Date: 1extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Title Anything herein to the Real Property contrary notwithstanding, the Company shall be good not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and marketable as required hereinthe Trustee an opinion of Bond Counsel to the effect that the proposed assignment, free lease or sale will not impair the validity under the Act of the Bonds and clear will not adversely affect the exclusion of all liens and encumbrances and subject interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no exceptions other than longer be deemed to be part of the Permitted Exceptions Facilities for the purposes of this Agreement by delivering to the Authority and the Escrow Agent shall be prepared to issue an owner’s title insurance policy Trustee the agreements or other documents required pursuant to the Title Commitment insuring the title Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to the Real Property subject only to the Permitted Exceptions in the amount be part of the Purchase PriceFacilities for the purposes of this Agreement. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein shall be true and correct in all material respects as of the Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effect. 4. The physical condition of the Property shall not have materially changed since the Effective Date.Section 7.01:

Conditions. A. In addition The obligations of Buyer to Purchaser’s absolute right to terminate this Contract consummate the transactions provided for any reason at any time during hereby are subject, in the Review Perioddiscretion of Buyer, the obligation of Purchaser under this Contract to purchase the Property from Seller is subject to the satisfaction of each of the following conditions conditions, on or prior to the Closing Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing DateBuyer: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein in Article III and Article IV shall be true and correct in all material respects when made and at and as of the Closing Date as if such representations and Seller will deliver warranties were made at such time (except that those representations and warranties which are made as of a specific date shall be true and correct only as of such date); (b) Seller, IHC and the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby to Purchaser be performed or satisfied by them prior to or at the Closing a certificate Date; (c) all Consents from any Person, including without limitation those set forth on Schedule 3.7(b), and all filings, registrations and notifications necessary to that effect. 4. The physical condition permit the consummation of the Property transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained or made with no material adverse conditions being imposed; (d) no Person that is not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (e) there shall not have materially changed since occurred any event, change or condition that, individually or in the Effective Dateaggregate, has had or could reasonably be expected to have a Material Adverse Effect; (f) the Company shall have capital and surplus of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to each of Buyer and Seller; (i) The holders (other than IHC and its Affiliates) of a majority of the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement; (j) The Company shall own directly all of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Seller, IHC, the Company and its Subsidiaries, as applicable, shall have delivered the documents required to be delivered by them pursuant to Section 9.1(a), in form and content reasonably satisfactory to Buyer.

Conditions. A. In addition to Purchaser’s absolute right to terminate this Contract for any reason at any time during the Review Period, the (a) The obligation of Purchaser under this Contract the Investor to purchase consummate the Property from Seller is Closing shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Date: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of condition that all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein and other statements of the Company shall be true and correct as of the date of this Agreement and the date of the Closing (except those representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date), except for such failures to be so true and correct (without giving effect to any qualification as to materiality or Material Adverse Effect contained therein) as would not have, individually in the aggregate, a Material Adverse Effect; the condition that the Company shall have performed in all material respects all of its obligations hereunder theretofore to be performed (without giving effect to any qualification as to materiality or Material Adverse Effect contained therein); and the condition that since the date hereof no Material Adverse Effect shall have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase Agreement. (b) The obligation of the Company to consummate the Closing shall be subject to the condition that all representations and warranties and other statements of the Investor shall be true and correct as of the date of this Agreement and the date of the Closing Date (except those representations and Seller will deliver warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date); and the condition that the Investor shall have performed all of its obligations hereunder theretofore to Purchaser at Closing a certificate to that effectbe performed. 4. (c) The physical condition obligation of each of the Property Investor and the Company to consummate the Closing shall be subject to the following additional conditions: (1) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the transactions contemplated hereby or prohibit the Investor from owning or voting any of the Investor Shares; (2) the purchase by the Investor of the Investor Shares shall not (i) require the Investor or any of its affiliates to file a prior notice under the Change in Bank Control Act, or otherwise seek prior approval or non-objection of any state or federal banking regulator; (ii) require the Investor or any of its affiliates to become a bank holding company; or (iii) cause the Investor, together with any other person whose securities of the Company would be aggregated with the Investor’s securities of the Company for purposes of any bank regulation or law, to collectively be deemed to own, control or have materially changed since the Effective Datepower to vote securities which (assuming, for this purpose only, full conversion and/or exercise of such securities by the Investor and such other persons) would represent more than 9.9% of any class of voting securities of the Company outstanding on the date of the Closing (after giving effect to the purchase of the Investor Shares contemplated hereby); and (3) the conditions set forth in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waived.

Conditions. A. In addition The Company's interest in this Agreement may be assigned as a whole or in part, and its interest in the Facilities may be leased, sold, transferred or otherwise disposed of by the Company as a whole or in part (whether an interest in a specific element or unit or an undivided interest), to Purchaser’s absolute right any Person; provided, however, that no such assignment, lease, sale, transfer or other disposition (a) shall relieve the Company from its primary liability for its obligations under Section 5.01 hereof or (b) shall be made unless the assignee, lessee, purchaser or other transferee, as the case may be, prior to terminate or simultaneously with such assignment, lease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form to the Trustee and the Authority, all other obligations of the Company hereunder to the extent of the interest assigned, leased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if (i) the Company's interest in this Contract Agreement shall be assigned as a whole or in undivided part, (ii) the Company's interest in the Facilities shall be leased as a whole or in undivided part and the term of such leasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (iii) the Company's interest in the Facilities shall be sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for any reason at any time during the Review Periodremaining term of this Agreement, to the extent of such assignment, lease, sale, transfer or other disposition, the obligation Company shall be released from and discharged of Purchaser under this Contract to purchase the Property from Seller is subject all liability in respect of such obligations to the satisfaction of each extent so assumed (but only to such extent); provided, however, that the release and discharge of the following conditions on or prior Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Closing DateAuthority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any of which conditions such assumption, release and discharge as aforesaid, the Company may be waived again assume such obligations under Section 5.01 hereof, in whole or in part by Purchaser by written waiver part, at or prior any time and from time to time, and, to the Closing Date: 1extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Title Anything herein to the Real Property contrary notwithstanding, the Company shall be good not make any assignment, lease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and marketable as required hereinthe Trustee an opinion of Bond Counsel to the effect that the proposed assignment, free lease or sale will not impair the validity under the Act of the Bonds and clear will not adversely affect the exclusion of all liens and encumbrances and subject interest on the Bonds from gross income for federal tax purposes. After any lease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no exceptions other than longer be deemed to be part of the Permitted Exceptions Facilities for the purposes of this Agreement by delivering to the Authority and the Escrow Agent shall be prepared to issue an owner’s title insurance policy Trustee the agreements or other documents required pursuant to the Title Commitment insuring the title Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to the Real Property subject only to the Permitted Exceptions in the amount be part of the Purchase PriceFacilities for the purposes of this Agreement. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein shall be true and correct in all material respects as of the Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effect. 4. The physical condition of the Property shall not have materially changed since the Effective Date.Section 7.01:

Conditions. A. In addition Section 7.1 Conditions to Purchaser’s absolute right Each Party's Obligation to terminate this Contract for any reason at any time during Effect the Review Period, the Merger. ---------------------------------------------------------- The respective obligation of Purchaser under this Contract each party to purchase effect the Property from Seller is Merger shall be subject to the satisfaction at or prior to the Effective Time of each of the following conditions on or prior to the Closing Dateconditions, any and all of which conditions may be waived in whole or in part by Purchaser by written waiver at the Company, the Parent or prior Merger Sub, as the case may be, to the Closing Dateextent permitted by applicable law: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment This Agreement shall have been satisfied; adopted by the requisite vote of the holders of the shares of Company Common Stock in order to consummate the Merger and this Agreement shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of the Parent. (b) No statute, rule or regulation shall have been enacted or promulgated by any Governmental Entity which prohibits the Escrow Agent’s willingness consummation of the Merger, and there shall be no order or injunction of a court of competent jurisdiction in effect precluding consummation of the Merger; provided, however, that each of the parties to issue this Agreement shall have used commercially reasonable efforts to prevent the entry of such owner’s title insurance policy restraints and to appeal as promptly as possible any such restraints that may be entered. (c) The applicable waiting periods under the HSR Act shall satisfy have expired or been terminated. (d) The Registration Statement shall have become effective under the requirement Securities Act and no stop order or proceedings seeking a stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that title purpose, and no similar proceeding in respect of the Proxy Statement, shall have been threatened in writing by the SEC or shall have been initiated by the SEC. (e) All consents of any Governmental Entity or third party, the failure of which to obtain would reasonably be expected to have a Material Adverse Effect with respect to the Real Property Surviving Corporation, shall have been obtained. Section 7.2 Conditions to the Parent's and Merger Sub's Obligations to ---------------------------------------------------------- Effect the Merger. The obligations of the Parent and Merger Sub to consummate ----------------- the Merger shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract subject to be performed by, observed and complied with on its part either the satisfaction on or prior to the Closing DateDate of each of the following conditions, any and all of which may be waived in whole or in part by the Parent and Merger Sub, to the extent permitted by applicable law. 3. All of Seller’s (a) The representations and warranties contained herein of the Company set forth in this Agreement shall be true and correct (i) as of the date of this Agreement (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date) and (ii) as of the Effective Time as though made on and as of the Effective Time (except (x) to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date, (y) for changes contemplated by this Agreement and (z) where the failures to be true and correct (without regard to any materiality, Company Material Adverse Effect or knowledge qualifications contained therein), individually or in the aggregate, have not had, and are not reasonably be expected to have, a Company Material Adverse Effect). (b) The Company shall have complied in all material respects with its obligations under this Agreement. (c) The Parent shall have received an officer's certificate duly executed by each of the Chief Executive Officer and Chief Financial Officer of the Company to the effect that the conditions set forth in Sections 7.2(a) and 7.2(b) have been satisfied. (d) The Parent shall have received an opinion of Brobeck, Phleger & Harrison LLP, in form and substance reasonably sati▇▇▇▇▇▇▇y ▇▇ ▇▇▇ Par▇▇▇, ▇▇▇ed as of the Closing Date date during which the Effective Time occurs, substantially to the effect that, on the basis of facts, representations and Seller assumptions set forth in such opinion, for United States federal income tax purposes, the Merger will deliver to Purchaser at Closing constitute a certificate to that effect"reorganization" within the meaning of section 368(a) of the Code. In rendering such opinion, Brobeck, Phleger & Harrison LLP shall receive and may rely upon repres▇▇▇▇▇▇▇ns contained ▇▇ ▇▇▇▇ificates of the Company, the Parent and Merger Sub. 4. (e) The physical condition holders of less than five percent of the Property outstanding Shares at the Effective Time shall have validly delivered to the Company a demand for appraisal rights with respect thereto, and shall not have materially changed since voted in favor of the Merger or otherwise failed to perfect or effectively withdrawn or lost such rights under Section 262 of the DGCL. Section 7.3 Conditions to the Company's Obligations to Effect the Merger. ------------------------------------------------------------ The obligations of the Company to consummate the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, to the extent permitted by applicable law. (a) The representations and warranties of Parent and Merger Sub set forth in this Agreement shall be true and correct (i) as of the date of this Agreement (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date) and (ii) as of the Effective DateTime as though made on and as of the Effective Time (except (x) to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date, (y) for changes contemplated by this Agreement and (z) where the failures to be true and correct (without regard to any materiality, Parent Material Adverse Effect or knowledge qualifications contained therein), individually or in the aggregate, have not had, and are not reasonably likely to have, a Parent Material Adverse Effect). (b) Each of the Parent and Merger Sub shall have complied in all material respects with its obligations under this Agreement. (c) The Company shall have received an officer's certificate duly executed by the Chief Financial Officer of the Parent to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied. (d) The Company shall have received an opinion of Hale and Dorr LLP, in form and substance reasonably satisfactory to th▇ ▇▇mpany, ▇▇ted as of the date during which the Effective Time occurs, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, for United States federal income tax purposes, the Merger will constitute a "reorganization" within the meaning of section 368(a) of the Code. In rendering such opinion, Hale and Dorr LLP shall receive and may rely upon representations cont▇▇▇▇d in ▇▇▇▇ificates of the Company, the Parent and Merger Sub. (e) The shares of Parent Common Stock issuable to the stockholders of the Company as contemplated by Article 3 shall have been approved for listing on the NNM, subject to official notice of issuance.

Conditions. A. In addition to Purchaser’s absolute right to terminate Notwithstanding anything in this Contract for any reason at any time during Agreement or the Review Period, the obligation of Purchaser under this Contract to purchase the Property from Seller is subject Plan to the satisfaction of each of the following conditions on or prior to the Closing Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Date: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Datecontrary: (a) all the Company may, if it shall determine it necessary or desirable for any reason, at the time of Purchaser’s “Requirements” set forth in award of any Award or the Title Commitment have been satisfiedissuance of any shares of Common Stock pursuant to any Award, require the recipient of the Award, as a condition to the receipt thereof or to the receipt of shares of Common Stock issued pursuant thereto, to deliver to the Company a written representation of present intention to acquire the Award or the shares of Common Stock issued pursuant thereto for his or her own account for investment and not for distribution; and (b) if at any time the Escrow Agent’s willingness Company further determines, in its sole discretion, that the listing, registration or qualification (or any updating of any such document) of any Award or the shares of Common Stock issuable pursuant thereto is necessary on any securities exchange or under any federal or state securities or blue sky law, or that the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with the award of any Award, the issuance of shares of Common Stock pursuant thereto, or the removal of any restrictions imposed on such shares, such Award shall not be awarded or such shares of Common Stock shall not be issued or such restrictions shall not be removed, as the case may be, in whole or in part, unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company. Notwithstanding any other provision of the Plan, this Agreement or any other agreements entered into pursuant to the Plan, the Company will not be required to issue any shares of Common Stock under this Agreement or the Plan, and a Participant may not sell, assign, transfer or otherwise dispose of shares of Common Stock issued pursuant to any Awards granted under this Agreement or the Plan, unless (a) there is in effect with respect to such owner’s title insurance policy shall satisfy shares a registration statement under the requirement Securities Act, and any applicable state or foreign securities laws or an exemption from such registration under the Securities Act and applicable state or foreign securities laws, and (b) there has been obtained any other consent, approval or permit from any other regulatory body or self-regulatory organization that title the Committee, in its sole discretion, deems necessary or advisable. The Company may condition such issuance, sale or transfer upon the receipt of any representations or agreements from the parties involved, and the placement of any legends on certificates representing shares of Common Stock, as may be deemed necessary or advisable by the Company in order to comply with such securities law or other restrictions. The Committee may restrict the rights of Participants to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied extent necessary to comply with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein shall be true and correct in all material respects as Article 16(b) of the Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effect. 4Exchange Act, the Code or any other applicable law or regulation. The physical condition grant of an Award pursuant to this Agreement or the Plan shall not limit in any way the right or power of the Property shall not have materially changed since the Effective DateCompany to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge, exchange or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.

Conditions. A. In addition (a) Properties Other than Coronado South and Rivermark. Except as provided in Section 5.8(b) and 5.8(c), but notwithstanding any other provision of this Agreement to Purchaser’s absolute right to terminate this Contract for any reason at any time during the Review Periodcontrary, the Buyer's obligation of Purchaser under this Contract to purchase the a Property from Seller is shall be subject to and contingent upon the satisfaction of each or waiver of the following conditions precedent: (i) The Title Company being irrevocably and unconditionally committed to issue, upon the sole condition of the payment of its regularly scheduled premium, the Policy with respect to such Property, insuring Buyer in the amount of the Purchase Price allocable to such Property that title to such Property is vested of record in Buyer on or prior to the Closing Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Date: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property Date subject only to the Permitted Exceptions (and, to the extent provided in Section 3.3, any New Matters); (ii) Except to the amount extent such matters are the responsibility of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of Buyer under the Closing Date: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title Management Agreement relating to the Real Coronado South Property shall be good and marketable. 2. Seller shall have performed(during the time such Management Agreement is in effect), observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein shall be true and correct in all material respects as of the Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effect. 4. The physical condition of the Property shall not have materially changed since be in at least substantially the same physical condition on the Closing Date as on the Effective Date, reasonable wear and tear and loss by casualty or condemnation excepted (subject to the provisions of Article VI); and (iii) To the extent any of the following would reasonably be expected to materially and adversely affect the Buyer, any Property or Buyer's ownership of such Property after the Closing Date (including but not limited to the ability of Buyer to operate such Property as a multifamily residential property), as of the Closing Date: (A) There shall be no litigation, administrative action or governmental proceeding pending or threatened in writing by any applicable governmental agency against a Property or the Seller of such Property, which seeks to restrain or prohibit the purchase and sale of the Property; provided, however, that in the event of any such litigation, administrative action or proceeding, Buyer's obligation to purchase such Property shall not terminate if, within ten (10) business days, such action is dismissed or a court order is issued allowing the sale to proceed; and provided, further, that in the event the Closing of such Property proceeds on the basis of such a court order or in the event of any litigation, administrative action or governmental proceeding pending or threatened in writing against a Property or the Seller of such Property which seeks to obtain damages or a discovery order with respect to this Agreement or the purchase and sale of the Property, but which does not seek to restrain or prohibit the purchase and sale of the Property, the Closing of such Property shall proceed and Sellers hereby agree to protect, indemnify and hold harmless Buyer and its subsidiaries, affiliates, partners and constituent entities, and all their respective employees, shareholders, officers and directors, successors and assigns, from and against any Losses (but specifically excluding lost profits) arising from such litigation or administrative action or other governmental proceeding, and such indemnity shall not be limited by the provisions of Section 4.7; and (B) Except to the extent such proceedings are the subject of Sellers' indemnity as set forth in the second paragraph of Section 4.7, no proceedings shall be pending or threatened in writing by the applicable governmental agency which could or would cause the redesignation or other modification of the zoning classification of, or of any building code requirements applicable to, the Property or any portion thereof which would reasonably be expected to have a material adverse effect on Buyer's ability to own, operate, maintain and repair such Property as a multi-family residential property. The failure of any of the foregoing conditions to occur solely with respect to any Property shall not be deemed to be a failure of such condition with respect to any other Property.

Conditions. A. In addition to Purchaser’s absolute right being subject to terminate this Contract for any reason at any time during the Review Periodsatisfaction of the conditions contained in Sections 5.1 and 5.2, the obligation of Purchaser under this Contract an Issuing Bank to purchase the Property from Seller issue any Letter of Credit is subject to the satisfaction of each in full of the following conditions on or prior conditions: (A) the Borrower shall have delivered to the Closing Dateapplicable Issuing Bank (at such times and in such manner as such Issuing Bank may reasonably prescribe) and the Administrative Agent, any a request for issuance of which conditions such Letter of Credit in substantially the form of Exhibit C hereto (each such request a "REQUEST FOR LETTER OF CREDIT"), duly executed applications for such Letter of Credit, and such other documents, instructions and agreements as may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Date: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring terms thereof (all such applications, documents, instructions, and agreements being referred to herein as the title to "L/C DOCUMENTS"), and the Real Property subject only to the Permitted Exceptions in the amount proposed Letter of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it Credit shall be assumed that reasonably satisfactory to such Issuing Bank as to form and content; and (B) as of the Closing Date: date of issuance no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain the applicable Issuing Bank from issuing such Letter of Credit and no law, rule or regulation applicable to such Issuing Bank and no request or directive (awhether or not having the force of law) all from a Governmental Authority with jurisdiction over such Issuing Bank shall prohibit or request that such Issuing Bank refrain from the issuance of Purchaser’s “Requirements” set forth Letters of Credit generally or the issuance of that Letter of Credit; and (C) in the Title Commitment case of LaSalle acting in its capacity as Issuing Bank, the Borrower shall have been satisfiedduly executed and delivered to LaSalle the L/C Master Agreement and the Borrower shall be in compliance therewith; provided that in the event that the terms and conditions of the L/C Master Agreement (bor any similar agreement entered into with any other Issuing Bank) shall conflict with the Escrow Agent’s willingness to issue such owner’s title insurance policy terms and conditions of this Agreement, the terms and conditions of this Agreement shall satisfy the requirement that title govern and control to the Real Property shall be good and marketableextent of such conflict. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein shall be true and correct in all material respects as of the Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effect. 4. The physical condition of the Property shall not have materially changed since the Effective Date.

Conditions. A. In addition to Purchaser’s absolute right to terminate this Contract for any reason at any time during The obligations of the Review PeriodUnderwriters hereunder shall be subject, the obligation of Purchaser under this Contract to purchase the Property from Seller is subject in their discretion, to the satisfaction of each condition that all representations and warranties and other statements of the following conditions on or prior to the Closing Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Date: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions Company and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfiedSelling Noteholder herein are, it shall be assumed that at and as of the Closing Date: Time of Delivery, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions: (a) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 6(a) hereof; the final term sheet contemplated by Section 6(a) hereof, and any other material required to be filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time period prescribed for such filings by Rule 433; 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 Commission; no stop order suspending or preventing the use of the Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and all requests for additional information on the part of Purchaserthe Commission shall have been complied with to your reasonable satisfaction; (b) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Underwriters, shall have furnished to you such written opinion or opinions (a form of each such opinion is attached as ▇▇▇▇▇ ▇▇(b) hereto), dated the Time of Delivery, in form and substance satisfactory to you, with respect to the matters covered in paragraphs (i), (ii), (iii), (iv), (vi) and (xii)) of subsection (c) below as well as such other related matters as you may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; (c) King & Spalding LLP, counsel for the Company, shall have furnished to you their written opinion (a draft of such opinion is attached as ▇▇▇▇▇ ▇▇(c) hereto), dated the Time of Delivery, in form and substance satisfactory to you, to the effect that: (i) The Company has been duly incorporated and is validly existing and in good standing under the laws of the state of Delaware; the Company has the corporate power to own and lease its properties and conduct its business as described in the Pricing Prospectus; (ii) All of the outstanding shares of Common Stock have been duly authorized and are validly issued, fully paid and nonassessable; (iii) This Agreement has been duly authorized, executed and delivered by the Company; (iv) The issuance, execution and delivery of the Securities have been duly authorized by the Company; the Securities, when executed and delivered by the Company and duly authenticated in accordance with the terms of the Indenture and delivered to and paid for by Sprint Nextel in accordance with the terms of the Separation and Distribution Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and to the effect of general principles of equity, and will be entitled to the benefits of the Indenture; and the Securities and the Indenture conform in all material respects to the descriptions thereof in the Prospectus; (v) To the best of such counsel’s “Requirements” knowledge based solely on inquiries of representatives of the Company who have responsibility for litigation and governmental proceedings, and other than as set forth in the Title Commitment have Pricing Prospectus, such counsel does not know of any litigation or any governmental proceedings instituted or threatened against the Company or its consolidated subsidiaries that would be required to be disclosed in the Pricing Prospectus and is not so disclosed; (vi) The Indenture has been satisfiedduly authorized, executed and delivered by the Company and constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and to the effect of general principles of equity; and the Indenture has been duly qualified under the Trust Indenture Act; (vii) The issuance of the Securities by the Company and the execution, delivery and performance of this Agreement and the Indenture by the Company and the consummation of the transactions contemplated by this Agreement and the Indenture (a) will not breach or result in a default under or result in the creation or imposition of any lien upon any property of the Company or any Subsidiary pursuant to any agreement or instrument filed as an exhibit to the Registration Statement, (b) will not result in a violation of the Escrow Agent’s willingness provisions of the certificate of incorporation or by-laws of the Company and (c) will not result in a violation of any federal or New York statute or the Delaware General Corporation Law or any rule or regulation that has been issued pursuant to issue any federal or New York statute or the Delaware General Corporation Law or any order known to such owner’s title insurance policy shall satisfy counsel by any court or governmental agency or body having jurisdiction over the requirement Company or any Subsidiary or any of their respective properties, except that title it is understood that no opinion is given in this paragraph (vi) with respect to any state securities law or any rule or regulation issued pursuant to any state securities law; (viii) No consent, approval, authorization, order, registration or qualification of or with any federal or New York governmental agency or body or any Delaware governmental agency or body acting pursuant to the Real Property shall Delaware General Corporation Law is required for the issuance and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except (1) such as have been obtained and (2) such consents, approvals, authorizations, registrations or qualifications as may be good required under state securities or Blue Sky laws in connection with the purchase and marketable.distribution of the Securities by the Underwriters; 2. Seller shall have performed, observed (ix) The statements set forth in the Prospectus under the caption “Description of the Notes” and complied “Agreements with all covenantsSprint Nextel,” insofar as such statements summarize the legal matters, agreements or documents described therein, are accurate in all material respects; (x) The statements set forth in the Prospectus under the caption “Material United States Federal Income Tax Considerations,” insofar as they purport to constitute summaries of matters of U.S. federal income tax law and conditions required by this Contract to be performed byregulations or legal conclusions with respect thereto, observed and complied with on its part either on or prior are accurate summaries of the matters set forth therein in all material respects; (xi) The Company is not and, after giving effect to the Closing Date.offering and sale of the Securities and the Spin-Off, will not be an “investment company”, as such term is defined in the Investment Company Act; 3. All (xii) The Registration Statement, as of Seller’s representations its effective date, and warranties contained herein shall be true and correct the Prospectus, as of its date, complied as to form in all material respects with the requirements of the Act and the Trust Indenture Act and the rules and regulations thereunder, except that such counsel expresses no opinion with respect to the financial statements and notes thereto, the financial statement schedules and notes thereto and the other financial data included therein or omitted therefrom or the Statement of Eligibility on Form T-1; and although they are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Disclosure Package or the Prospectus, except to the extent set forth in paragraphs (ix) and (x) above, on the basis of the information that was developed in the course of the performance of the services provided by such counsel, nothing has come to such counsel’s attention that causes them to believe that: (i) the Registration Statement, as of its effective date and as of the Closing Date date of this Agreement, contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the Pricing Disclosure Package, as of the Applicable Time, contained an untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) the Prospectus, as of its date and Seller as of the Time of Delivery, contained or contains an untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that, with respect to clauses (i), (ii) and (iii) above, such counsel expresses no belief with respect to the financial statements and notes thereto, the financial statement schedules and notes thereto and the other financial data included therein or omitted therefrom or the Statement of Eligibility on Form T-1; and such counsel does not know of any documents that are required to be filed as exhibits to the Registration Statement and are not so filed or of any documents that are required to be summarized in the Prospectus which are not so summarized; (d) ▇▇▇▇▇ Day, counsel for the Selling Noteholder shall have furnished to you their written opinion (a draft of such opinion is attached as ▇▇▇▇▇ ▇▇(d) hereto), dated the Time of Delivery, in form and substance satisfactory to you, to the effect that: (i) This Agreement has been authorized by all necessary corporate action of, and executed and delivered by, the Selling Noteholder; (ii) The Exchange Agreement has been authorized by all necessary corporate action of, and executed and delivered by, the Selling Noteholder; (iii) The (i) execution, delivery and performance of (A) this Agreement by the Selling Noteholder and (B) the Exchange Agreement by the Selling Noteholder, (ii) sale of the Securities by the Selling Noteholder and (iii) compliance with the terms and provisions thereof by the Selling Noteholder will deliver not violate any law or regulation known to Purchaser at Closing such counsel to be generally applicable to transactions of this type, or any order or decree of any court, arbitrator or governmental agency that is binding upon the Selling Noteholder or its property or violate or result in a default under any of the terms and provisions of the certificate of incorporation or bylaws of the Selling Noteholder or any agreement to which the Selling Noteholder is a party or bound (the opinion being limited (i) to those orders, decrees and agreements identified on exhibits to the opinion, and (ii) in that effectcounsel expresses no opinion with respect to any violation (a) not readily ascertainable from the face of any such order, decree or agreement, (b) arising under or based upon any cross default provision insofar as it relates to a default under an agreement not identified on the exhibits to the opinion, or (c) arising as a result of any violation of any agreement or covenant by failure to comply with any financial or numerical requirement requiring computation); (iv) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance of this Agreement or the Exchange Agreement by the Selling Noteholder, or in connection with the sale of the Securities by the Selling Noteholder to the Underwriters, except as may be required under (1) state securities or Blue Sky laws or (2) the Act, the Exchange Act or the Trust Indenture Act; (v) Upon payment by the Underwriters for the Securities to be sold by the Selling Noteholder as provided in this Agreement, delivery (within the meaning of Section 8-301 of the Uniform Commercial Code, as in effect in the State of New York on the date hereof) ( the “UCC”)) of such Securities, as directed by the Underwriters, to, and receipt by, Cede & Co. (“Cede”) or such other nominee in the State of New York as may be designated by The Depository Trust Company (“DTC”), continuing registration of such Securities in accordance with the Company’s certificate of incorporation, bylaws and applicable law on the Company’s registry in the name of Cede or such other nominee and DTC’s indicating by book entry that the Securities have been credited to the Underwriters’ “securities accounts” (as defined in Section 8-501(a) of the UCC) maintained by DTC for the Underwriters in accordance with Section 8-501 of the UCC, (A) DTC will be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (B) the Underwriters will acquire a “security entitlement” (as defined in Section 8-102 of the UCC) in respect of such Securities under Section 8-501 of the UCC and (C) no action based on any “adverse claim” (as defined in Section 8-102 of the UCC) to such Securities may be asserted against the Underwriters with respect to such security entitlement within the meaning of section 8-502 of the UCC. 4. The physical condition (e) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special Delaware counsel for the Selling Noteholder shall have furnished to you their written opinion (a draft of which is attached as ▇▇▇▇▇ ▇▇(e) hereto), dated the Time of Delivery, in form and substance satisfactory to you, to the effect that the Exchange Agreement constitutes a valid and binding obligation of the Property Selling Noteholder, enforceable against the Selling Noteholder in accordance with its terms; (f) On the date of the Prospectus at a time prior to the execution of this Agreement, at 9:30 a.m. New York City time on the effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at the Time of Delivery, KPMG LLP shall have furnished to you a letter or letters, dated the respective dates of delivery thereof, in form and substance satisfactory to you, to the effect set forth in Annex I hereto (the executed copy of the letter delivered prior to the execution of this Agreement is attached as Annex I(a) hereto and a draft of the form of bring-down letter to be delivered on the effective date of any post-effective amendment to the Registration Statement and as of the Time of Delivery is attached as ▇▇▇▇▇ ▇(b) hereto); (i) Neither the Company nor any of its Subsidiaries shall have sustained since the date of the latest audited financial statements included in the Pricing Disclosure Package any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Disclosure Package, and (ii) since the respective dates as of which information is given in the Pricing Disclosure Package there shall not have materially changed since been any change in the Effective Date.capital stock (other than (i) issuances of capital stock upon exercise of options and settlement of restricted stock units and (ii) grants of stock options, restricted stock, restricted stock units and other equity-based awards and equity-based compensation) or change in long-term debt of the Company or any of its Subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its Subsidiaries, otherwise than as set forth or contemplated in the Pricing Disclosure Package, the effect of which, in any such case described in clause (i) or (ii), is in your judgment so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package; (h) On or after the Applicable Time (i) no downgrading shall have occurred in the rating accorded the Co

Conditions. A. (a) If Purchaser has actual knowledge, or should ---------- have actual knowledge by inspection of the Property or of the public records at or before the Closing, that (i) any representation of Seller hereunder is untrue, as of the date represented, or (ii) Seller has failed to perform, observe or comply with any covenant, agreement or condition to be performed hereunder, Purchaser shall notify Seller of such within five (5) days after discovery by Purchaser. Purchaser's failure to so notify Seller shall be deemed to constitute Purchaser's waiver of same as a condition to Closing and otherwise. (b) In addition the event that (A) any of Seller's representations made in Section 3.1 are not true as of the date of this Agreement (and for the purposes hereof a representation shall be untrue only if factually untrue and having a material adverse business or legal impact on Purchaser), and (B) Purchaser has actual knowledge, or should have actual knowledge by inspection of the Property or of the public records at or before the Closing that any of Seller's representations referred to in clause (A) of this sentence are untrue, then Purchaser may, as its sole remedy (whether at law or in equity), all other claims for damages or specific performances being hereby expressly waived by Purchaser’s absolute right , elect to terminate this Contract for Agreement, and the sole liability of Seller shall be to return to Purchaser the Deposit, together with any reason at any time during interest accrued thereon, and thereupon, this Agreement shall be null and void and the Review Period, the obligation parties hereto shall be relieved of Purchaser all further obligations and liability under this Contract to purchase the Property from Seller is subject to the satisfaction of each of the following conditions on or prior to the Closing DateAgreement, any of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Date: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than with respect to those obligations and liabilities which expressly survive the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount termination of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketableAgreement. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein shall be true and correct in all material respects as of the Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effect. 4. The physical condition of the Property shall not have materially changed since the Effective Date.

Conditions. A. In addition to Purchaser’s absolute right to terminate Notwithstanding anything in this Contract for any reason at any time during Agreement or the Review Period, the obligation of Purchaser under this Contract to purchase the Property from Seller is subject Plan to the satisfaction of each of the following conditions on or prior to the Closing Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Date: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Datecontrary: (a) all the Company may, if it shall determine it necessary or desirable for any reason, at the time of Purchaser’s “Requirements” set forth in award of any Option or the Title Commitment have been satisfiedissuance of any shares of Common Stock pursuant to any Option, require the recipient of the Option, as a condition to the receipt thereof or to the receipt of shares of Common Stock issued pursuant thereto, to deliver to the Company a written representation of present intention to acquire the Option or the shares of Common Stock issued pursuant thereto for its, his or her own account for investment and not for distribution; and (b) if at any time the Escrow Agent’s willingness Company further determines, in its sole discretion, that the listing, registration or qualification (or any updating of any such document) of any Option or the shares of Common Stock issuable pursuant thereto is necessary on any securities exchange or under any federal or state securities or blue sky law, or that the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with the award of any Option, the issuance of shares of Common Stock pursuant thereto, or the removal of any restrictions imposed on such shares, such Option shall not be awarded or such shares of Common Stock shall not be issued or such restrictions shall not be removed, as the case may be, in whole or in part, unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company. Notwithstanding any other provision of the Plan, this Agreement or any other agreements entered into pursuant to the Plan, the Company will not be required to issue any shares of Common Stock under this Agreement or the Plan, and a Participant may not sell, assign, transfer or otherwise dispose of shares of Common Stock issued pursuant to any Options granted under this Agreement or the Plan, unless (a) there is in effect with respect to such owner’s title insurance policy shall satisfy shares a registration statement under the requirement that title Securities Act, and any applicable state or foreign securities laws or an exemption from such registration under the Securities Act and applicable state or foreign securities laws, and (b) there has been obtained any other consent, approval or permit from any other regulatory body which the Administrator, in its sole discretion, deems necessary or advisable. The Company may condition such issuance, sale or transfer upon the receipt of any representations or agreements from the parties involved, and the placement of any legends on certificates representing shares of Common Stock, as may be deemed necessary or advisable by the Company in order to comply with such securities law or other restrictions. The Administrator may restrict the rights of Participants to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied extent necessary to comply with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein shall be true and correct in all material respects as Section 16(b) of the Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effect. 4Exchange Act, the Code or any other applicable law or regulation. The physical condition grant of an Option pursuant to this Agreement or the Plan shall not limit in any way the right or power of the Property shall not have materially changed since the Effective DateCompany to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge, exchange or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.

Conditions. A. In addition to Purchaser’s absolute right to terminate this Contract for any reason at any time during the Review Period, the The obligation of Purchaser under this Contract Seller, on one hand, and Purchaser, on the other hand, to purchase consummate the Property from Seller transaction contemplated hereunder is subject to contingent upon the satisfaction of each of the following conditions on or prior to the Closing Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Datefollowing: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of SellerEach party’s representations and warranties contained herein shall be true and correct in all material respects as of the date of this Agreement and the Closing Date Date; (b) As of the Closing Date, each party shall have performed its obligations hereunder and all deliveries made at Closing shall be tendered; (c) No actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, pending or threatened against the other party that would materially and adversely affect the other party’s ability to perform its obligations under this Agreement shall exist; (d) No pending or threatened action, suit or proceeding with respect to the other party before or by any court or administrative agency which seeks to restrain or prohibit, or to obtain damages or a discovery order with respect to this Agreement or the consummation of the transaction contemplated hereby shall exist; and (e) Seller will deliver pursue the eviction of all tenants on subject property (if any) and no leases shall survive the Closing (if any). So long as neither party is not in default hereunder, if any condition to Purchaser at a party’s obligations to proceed with the Closing a certificate to that effect. 4. The physical condition hereunder has not been satisfied as of the Property Closing Date, such party may, in its sole discretion, terminate this Agreement by delivering written notice to the other party on or before the Closing Date. Or, such party may elect to close, not withstanding the non-satisfaction of such condition, in which event such party shall not be deemed to have materially changed since waived any such condition. There shall be no liability on the Effective Datepart of the other party hereto for breaches of representations and warranties of which the party electing to close had knowledge as of the Closing. Nothing in the foregoing shall relieve a party from any liability it would otherwise have if the failure of such party to satisfy a condition also constitutes a default by such party hereunder.

Conditions. A. In addition If with respect to Purchaser’s absolute right the Borrowed Securities, (i) the Company has not performed all of the obligations required to terminate this Contract for any reason at any time during the Review Period, the obligation of Purchaser be performed by it under this Contract to purchase the Property from Seller is subject to the satisfaction of each of the following conditions Agreement on or prior to the Closing DateTime or any Date of Delivery, as the case may be, (ii) any of which the conditions may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Date: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment Section 5 hereof have not been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either satisfied on or prior to the Closing Date. 3. All Time or any Date of Seller’s representations and warranties contained herein shall be true and correct in all material respects Delivery, as the case may be, or (iii) any of the Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effect. 4. The physical condition of conditions set forth in the Property applicable Forward Sale Agreement shall not have materially changed since been satisfied on or prior to the Effective DateClosing Time or any Date of Delivery, as the case may be (clauses (i) through (iii), together, the “Conditions”), then the Forward Seller, in its sole discretion, may elect not to borrow and deliver for sale to the Underwriters the Borrowed Securities otherwise deliverable on such date. In addition, in the event the Forward Seller determines that in connection with establishing its commercially reasonable hedge position, in its sole judgment, the Forward Seller (or its affiliate) (x) is unable, after using commercially reasonable efforts, to borrow and deliver for sale the full number of Borrowed Securities to be borrowed and sold pursuant to this Agreement at the Closing Time or on such Date of Delivery or (y) would incur a stock loan cost of more than a rate equal to 200 basis points per annum to do so with respect to all or any portion of such full number of Borrowed Securities, then, in each case and upon notice delivered no later than 9:00 A.M. (Eastern time) at the Closing Time or the Date of Delivery, as applicable, the Forward Seller shall only be required to deliver for sale to the Underwriters on the Closing Time or such Date of Delivery, as the case may be, the aggregate number of shares of Common Stock that the Forward Seller or its affiliate is able to borrow in connection with establishing its hedge position at or below such cost.

Conditions. A. In addition to Purchaser’s absolute right to terminate this Contract for any reason at any time during the Review Period, the The obligation of Purchaser under this Contract Star to purchase make its contributions at Closing to the Property from Seller is capital of the Partnership provided for herein shall be subject to the satisfaction performance by ▇▇▇▇▇ in all material respects of each all of the following conditions agreements to be performed by it hereunder on or prior to before the Closing Date, any and the accuracy in all material respects of which conditions may be waived the representations in whole or in part by Purchaser by written waiver at or prior Exhibit B and to the Closing Datefollowing further conditions: 1. Title (a) ▇▇▇▇▇ shall have conducted its business operations at the Theatre Properties in the ordinary course and in the same manner in which the same have heretofore been conducted. (b) After the date hereof, ▇▇▇▇▇ shall have incurred no expenses or obligations, without the consent of Star, relating to the Real Property ▇▇▇▇▇ Undeveloped Theatre Property. (c) Star shall be good and marketable as required hereinhave received, free and clear of all liens and encumbrances and subject from counsel to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue ▇▇▇▇▇, an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions opinion in the amount form of Exhibit E. (d) There shall not be pending or threatened on the Closing Date any action, suit or proceeding, whether administrative or judicial, seeking to enjoin, restrain, prohibit or invalidate the consummation of the Purchase Price. For purposes transactions contemplated by this Agreement or which may adversely affect the right of determining whether the Partnership directly or indirectly to lease, operate or control any or all of the Theatre Properties, nor shall there be in effect on the Closing Date any order, judgment or decree by any court or other governmental body enjoining, restraining or otherwise prohibiting the consummation of the transactions contemplated by this Condition has been satisfiedAgreement or subjecting Star or the Partnership to any liability. (e) Star shall have received a letter from ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇, it shall be assumed that dated as of the Closing Date: , in form and substance reasonably satisfactory to the Star Partner, stating that each of ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ agrees to perform and be bound by the terms of this Agreement applicable to him or her, as if each was a signatory hereto. (af) all Star shall have received owner’s policies of Purchasertitle insurance, in the name of the Partnership at Star’s expense, on American Land Title Association Owner’s Form B (1987), including mechanic’s lien coverage and survey coverage, issued by a reputable title insurance company satisfactory to Star (the “Requirements” Title Company”), dated the Closing Date in amounts reasonably acceptable to Star and reinsured by reputable title insurance companies (the “Reinsurance Companies”), reasonably satisfactory to Star in amounts reasonably acceptable to Star, which Reinsurance Companies each shall have entered into a direct access agreement with Star, with respect to the Theatre Properties, insuring the Partnership’s leasehold interest in such Theatre Properties, subject only to Permitted Encumbrances (including easements and restrictions of record which do not interfere with the use of any of the Theatre Properties) and to no other exceptions, whether standard, printed or otherwise, and containing non-imputation endorsements and such other affirmative insurance as Star may reasonably request. (g) Star shall have obtained, at its expense, ALTA surveys reasonably satisfactory to Star, of the Theatre Properties. (h) ▇▇▇▇▇ shall have delivered to Star the Disclosure Schedules required to be delivered by ▇▇▇▇▇ hereunder and the exceptions to the representations and warranties of ▇▇▇▇▇ set forth in such Disclosure Schedules shall be reasonably acceptable to Star. If Star does not accept any exception set forth in a proposed Disclosure Schedule received from ▇▇▇▇▇, Star shall object to such exception by written notice to ▇▇▇▇▇ within ten (10) days after its receipt of such Disclosure Schedule. If Star does not object to any exception within such period, the Title Commitment condition set forth in this Section 10.1(i) shall be waived with respect to such exception. (i) There shall have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title obtained any necessary consents to the Real Property shall be good assignment of the Leases to the Partnership, and marketableany necessary waivers of radius restrictions in such Leases. 2. Seller (j) ▇▇▇▇▇ shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract delivered to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein shall be true and correct in all material respects Star a letter dated as of the Closing Date Date, in form and Seller will deliver substance reasonably satisfactory to Purchaser at Closing a certificate to Star, certifying that effectthe conditions specified in this Section 11.1 have been satisfied (other than any conditions waived in writing by Star). 4. The physical condition (k) ▇▇▇▇▇ shall have obtained non-disturbance agreements in form and substance satisfactory to Star, from all mortgagees of the Property shall not have materially changed since Theatre Properties included in the Effective DateContributed Assets.

Conditions. A. In addition to Purchaser’s absolute right to terminate this Contract for The issuance, amendment or extension of any reason at any time during the Review Period, the obligation Facility Letter of Purchaser under this Contract to purchase the Property from Seller Credit is subject to the satisfaction of each in full of the following conditions on or prior to the Closing Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Issuance Date: 1. Title (i) the Borrower shall have delivered to the Real Property shall Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be good and marketable as reasonably required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring terms thereof, and the title proposed Facility Letter of Credit shall be reasonably satisfactory to the Real Property subject only to the Permitted Exceptions such Issuer in form and content, provided, however, in the amount event of any conflict between the terms of this Agreement and the terms of the Purchase Price. For purposes Reimbursement Agreement, the terms of determining whether this Condition has been satisfied, it Agreement shall be assumed that control; (ii) as of the Closing Date: Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein shall be true in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date; and (b) No Default or Event of Default has occurred and is continuing or would result from the Closing Date issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and Seller will deliver to Purchaser at Closing a certificate to that effectthe Agent shall have received such other approvals, opinions, or documents as either may reasonably request. 4. The physical condition of the Property shall not have materially changed since the Effective Date.

Conditions. A. In addition (a) The obligations of the Debt Holders to Purchaser’s absolute right to terminate this Contract exchange MMC Debt Obligations for any reason Shares at any time during the Review Period, the obligation of Purchaser under this Contract to purchase the Property from Seller is Closing shall be subject to the satisfaction of each (or waiver) of the following conditions on or prior conditions: (i) the Private Letter Ruling (as defined in the Form of Separation and Distribution Agreement filed as Exhibit 10.3 to the Closing Date, any of which conditions may be waived Registration Statement) shall remain in full force and effect and shall not have been revoked in whole or in part by Purchaser by written waiver at or prior to the Closing Date: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the applicable Closing Date: ; (aii) all no statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by any federal, state, local or foreign government or any court of Purchaser’s “Requirements” set forth competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, or other legal restraint or prohibition shall be in effect preventing the Title Commitment have been satisfied; and transactions contemplated to occur at the Closing; (biii) (A) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein of MMC in this Agreement shall be true and correct in all material respects on and as of the Closing Date Date, with the same effect as if made on the applicable Closing Date, and Seller will deliver (B) MMC shall have complied with all the agreements and satisfied all the conditions on its part to Purchaser be performed or satisfied at or prior to the applicable Closing a certificate to that effect.Date; 4. The physical condition (iv) (A) the representations and warranties of MMI in this Agreement shall be true and correct in all respects on and as of the Property applicable Closing Date, with the same effect as if made on the applicable Closing Date, and (B) MMI shall have complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the applicable Closing Date; (v) the Underwriting Agreement shall have been duly executed and delivered and shall remain in full force and effect and the conditions to the obligations of the Underwriters to purchase and pay for the applicable Shares as set forth in the Underwriting Agreement shall have been satisfied or waived (other than those conditions that by their nature cannot be satisfied prior to the applicable closing pursuant to the Underwriting Agreement); and (vi) MMC shall have furnished to each Debt Holder a properly completed and executed certification of non-foreign status substantially in the form set forth in Treasury Regulations Section 1.1445-2(b)(2)(iv). In the event that any of the conditions set forth in this clause (a) shall not have materially changed since been fulfilled (or waived by the Effective Debt Holders) on the Closing Date, this Agreement may be terminated by the Debt Holders by delivering a written notice of termination to MMC and MMI. (b) The obligations of MMC to exchange Shares for MMC Debt Obligations at the Closing shall be subject to the satisfaction (or waiver) of the following conditions: (i) (A) the representations and warranties of each Debt Holder in this Agreement shall be true and correct in all respects on and as of the applicable Closing Date, with the same effect as if made on the applicable Closing Date, and (B) each Debt Holder shall have complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the applicable Closing Date; (ii) the Private Letter Ruling shall remain in full force and effect and shall not have been revoked in whole or in part as of the applicable Closing Date; (iii) no statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by any federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, or other legal restraint or prohibition shall be in effect preventing the transactions contemplated to occur at the Closing; and (iv) the Underwriting Agreement shall have been duly executed and delivered and shall remain in full force and effect and the conditions to the obligations of the Underwriters to purchase and pay for the applicable Shares as set forth in the Underwriting Agreement shall have been satisfied or waived (other than those conditions that by their nature cannot be satisfied prior to the applicable closing pursuant to the Underwriting Agreement). In the event that any of the conditions set forth in this clause (b) shall not have been fulfilled (or waived by MMC) on the Closing Date, this Agreement may be terminated by MMC by delivering a written notice of termination to the Debt Holders and MMI.

Conditions. A. In addition Notwithstanding any other provision, as a condition precedent to Purchaser’s absolute right to terminate this Contract for any reason at any time during the Review Periodeach Closing (defined below), the obligation of Purchaser under this Contract to purchase the Property from Seller is subject to the satisfaction of each all of the following conditions on or prior to the Closing Date, any of which conditions may must be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Datesatisfied: 1. Title All documents, instruments and other writings required to be delivered by Company to Purchaser pursuant to any provision of this Agreement or in order to implement and effect the transactions contemplated herein have been fully executed and delivered, including without limitation those enumerated in Section II.B above; 2. The Common Stock is listed for and currently trading on the Trading Market, Company is in compliance with all requirements to maintain listing on the Trading Market, and there is no notice of any suspension or delisting with respect to the Real Property shall be good and marketable as required herein, free and clear trading of all liens and encumbrances and subject to no exceptions the shares of Common Stock on such Trading Market (other than with respect to such notices and matters as have been publicly disclosed by the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant Company prior to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount date of the Purchase Pricethis Agreement); 3. For purposes The representations and warranties of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” Company set forth in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein shall be Agreement are true and correct in all material respects as of the Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effect.if made on such date; 4. The physical condition No material breach or default has occurred under any Transaction Document or any other agreement with Purchaser; 5. Company has the number of duly authorized shares of Common Stock reserved for issuance as required pursuant to the terms of this Agreement; and 6. There is not then in effect any law, rule or regulation prohibiting or restricting the transactions contemplated in any Transaction Document, or requiring any consent or approval which will not have been obtained, nor is there any pending or threatened proceeding or investigation which may have the effect of prohibiting or adversely affecting any of the Property shall not transactions contemplated by this Agreement; no statute, rule, regulation, executive order, decree, ruling or injunction will have materially changed since been enacted, entered, promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits the Effective Datetransactions 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 by this Agreement.

Conditions. A. In addition 4.1 Conditions to Purchaser’s absolute right the Obligations of Investor The obligations of Investor to terminate complete the transactions contemplated by this Contract for any reason at any time during the Review Period, the obligation of Purchaser under this Contract to purchase the Property from Seller is Agreement are subject to the satisfaction of each of the following conditions on or satisfaction, prior to the Closing Date, any of which the following conditions. The parties acknowledge and agree that each of the following conditions is included for the exclusive benefit of Investor and may be waived by Investor in whole or in part by Purchaser by written waiver at or prior without prejudice to the Closing Dateits right to rely on any other conditions: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein of the Corporation set out in the Convertible Debentures shall be true and correct in all material respects as of on the Closing Date and Seller will deliver the Corporation shall have delivered to Purchaser Investor at the Time of Closing a certificate certificates dated the Closing Date, duly executed by the senior officers of the Corporation reasonably acceptable to that Investor, to such effect. 4. The physical condition receipt of such certificates and the closing of the Property transactions contemplated by this Agreement shall not be nor be deemed to be a waiver of the representations and warranties contained in the Convertible Debentures, which representations and warranties shall continue in full force and effect for the benefit of Investor as provided in the Convertible Debentures; (b) all of the terms, covenants, obligations and conditions of this Agreement and the Convertible Debentures to be complied with or performed by the Corporation on or before the Closing Date shall have materially changed been complied with or performed in all material respects, and the Corporation shall have delivered to Investor at the Closing certificates dated the Closing Date, duly executed by the senior officers of the Corporation reasonably acceptable to Investor, to such effect; (c) no action, suit or proceeding shall be pending or threatened by any Authority or any other Person to restrain or prohibit the completion of the 7 - 7 - transactions contemplated by this Agreement or to prevent or restrain the Corporation, in any material respect, from carrying on its business as presently carried on; (d) all actions, proceedings, instruments, documents and all other legal matters relating to the subscriptions contemplated by this Agreement shall have been approved as to form and legality to the satisfaction of Investor's outside counsel, acting reasonably, and all instruments and documents to be delivered by the Corporation pursuant to this Agreement prior to or on the Closing Date shall have been delivered prior to or on the Closing Date; without limiting the generality of the foregoing, the Corporation shall duly authorize the execution and delivery of the Convertible Debentures and the performance of its obligations thereunder and provide documentation evidencing same to Investor, and, without notice or any action by Investor, the Corporation shall prepare and file, as required, any amendments to its constating documents and by-laws necessitated by the execution and delivery of the Convertible Debentures and the performance of the Corporation's obligations thereunder; (e) there shall have been no change, which has had or could reasonably be expected to have, a Material Adverse Effect (as defined in the Convertible Debentures) since the Effective Datedate of the Audited Financial Statements (as defined in the Convertible Debentures); (f) the Board of Directors of the Corporation shall have approved the terms of this Agreement and the consummation of the transactions contemplated hereby, including to an extent and in a manner sufficient to render inapplicable to the transactions contemplated by this Agreement the provisions of Section 203 of the General Corporation Law of the State of Delaware; (g) the Corporation shall have delivered to Investor at the Closing Date an opinion of the Corporation's outside counsel as to such matters as are reasonably requested by Investor's outside counsel, all reasonably satisfactory in form, substance and scope to Investor's outside counsel; (h) the Corporation and Investor shall have executed and delivered the Amended Registration Rights Agreement (as defined in the Convertible Debentures) on the 8 - 8 - terms contemplated by the Convertible Debentures and in a form reasonably satisfactory to Investor's outside counsel, and when delivered hereunder such Registration Rights Agreement will be a legal, valid, binding and enforceable obligation of the Corporation except as the same may be limited by creditors rights laws and general principles of equity; (i) the Corporation shall have filed and delivered to the American Stock Exchange ("AMEX") an additional listing application (with respect to all common shares into which any of the Convertible Debentures may be converted) in a form and on terms reasonably satisfactory in form, substance and scope to Investor's outside counsel, and shall use its best efforts to ensure that such common shares become listed on AMEX; (j) the Corporation shall have obtained all waivers, consents and other Approvals of all Authorities and other third Persons (including consent by NHP (such consent and all documentation executed in connection therewith to be in form and substance reasonably satisfactory to Investor and its outside counsel) to the "change in control" (as defined in the NHP Lease) caused by execution of the Convertible Debentures and the completion of the transactions contemplated thereby) required to complete the transactions contemplated by this Agreement (and shall have provided evidence in form and substance satisfactory to Investor, acting reasonably, that all such waivers, consents and other Approvals have been obtained).

Conditions. A. In addition to Purchaser’s absolute right to terminate this Contract for any reason at any time during the Review Period, the Your obligation of Purchaser under this Contract to purchase the Property from Seller is Notes on the Closing Date shall be subject to the satisfaction performance by the Company of each its agreements hereunder which by the terms hereof are to be performed at or prior to the time of delivery of the Notes and to the following further conditions precedent: (a) Closing Certificates. (1) Concurrently with the delivery of the Notes on the Closing Date, you shall have received a certificate dated the Closing Date, signed by a Responsible Officer of the Company, the truth and accuracy of which shall be a condition to your obligation to purchase the Notes proposed to be sold to you and to the effect that (i) the representations and warranties of the Company set forth in Exhibit C hereto are true and correct on and with respect to the Closing Date, (ii) the Company has performed all of its obligations hereunder which are to be performed on or prior to the Closing Date, any and (iii) no Default or Event of Default has occurred and is continuing; and (2) You shall have received a certificate dated the Closing Date, signed by an authorized officer of each of the Existing Subsidiary Guarantors, the truth and accuracy of which conditions may shall be waived a condition to your obligation to purchase the Notes proposed to be sold to you and to the effect that (i) the representations and warranties of the Existing Subsidiary Guarantors set forth in whole or in part by Purchaser by written waiver at or prior the 2002 Subsidiary Note Guaranty are true and correct on and with respect to the Closing Date: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition (ii) each Existing Subsidiary Guarantor has been satisfied, it shall be assumed that as of the Closing Date: (a) performed all of Purchaser’s “Requirements” set forth in its obligations under the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract 2002 Subsidiary Note Guaranty which are to be performed by, observed and complied with on its part either on or prior to the Closing Date, and (iii) no Default or Event of Default has occurred and is continuing. 3. All of Seller’s representations and warranties contained herein shall be true and correct in all material respects as of the Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effect. 4. The physical condition of the Property shall not have materially changed since the Effective Date.

Conditions. A. In addition to Purchaser’s absolute right to terminate this Contract for any reason at any time during (A) The obligations of the Review Period, the obligation of Purchaser under this Contract Agreement are conditional in all respects upon: (i) the Purchaser's registration statement (No. 333-95623) filed with the US Securities and Exchange Commission having been declared effective, the IPO Price having exceeded USD 10 per share, the receipt of the net proceeds of the IPO by the Purchaser and the listing of the shares of the Purchaser on the NASDAQ National Market; (ii) the Investor Parties having each complied fully with its obligations in Clause 9 and the Investor Parties having delivered to the Purchaser a certificate in form and substance satisfactory to the Purchaser, who shall act reasonably, and duly executed by the Investor Parties confirming that, if such be the case, the Investor Parties have each complied fully with its obligations in Clause 9; (iii) no order or judgement of any court or governmental, statutory or regulatory body having been issued or made prior to Completion, which has the effect of making unlawful or otherwise prohibiting the purchase of the Property Company by the Purchaser; (iv) the receipt of a letter in the Agreed Form from Seller BOS indicating that it does not intend to exercise any rights that may be triggered by the transactions contemplated by this Agreement pursuant to a term loan agreement and a working capital letter and documentation relating thereto each dated 27 May, 1999(the "BOS Facilities") notwithstanding Completion and confirming that the BOS Facilities will remain in full force and effect notwithstanding Completion, in all respects on their existing terms; (v) the Warranties being accurate and not misleading as at the date of this Agreement by reference to the fact and circumstances in existence at the date of this Agreement; (vi) the Warranties continuing to be accurate in all material respects and not misleading in any material way up to and including the Completion Date and the Warranties being materially accurate and not misleading in any material way when repeated immediately before Completion by reference to the facts and circumstances subsisting at that time and the Obligors (on behalf of themselves) and the Natwest Parties and BOS (on behalf of themselves solely in relation to the Warranties in paragraphs 1 and 2 of Schedule 3) having delivered a certificate in form and substance satisfactory to the Purchaser, who shall act reasonably, and duly executed by the Obligors and the NatWest Parties and BOS confirming that, if such be the case, the applicable Warranties were accurate and not misleading as at the date of this Agreement and that they have continued to be and are materially accurate and not misleading in any material way; (vii) no change which in the Purchaser's reasonable opinion affects adversely the business or assets or condition or the financial or trading position or prospects of any member of the Group in any material way having occurred before the time of Completion; (viii) the Investor Parties having delivered a certificate in a form and substance satisfactory to the Purchaser, who shall act reasonably, confirming that the Company and/or any other relevant member of the Group has served all notices and obtained all consents necessitated by the transactions contemplated by this Agreement in relation to the Assumed Liabilities; (ix) the receipt by the Purchaser of a certificate from the Investor Parties confirming that they have complied with all of their obligations under the Investment Agreement and have no claims against the Company (in respect of the Investor Parties other than the Managers)or the Managers under the Investment Agreement and, on payment of the Investor Loans Amount and the April Interest, no amounts will remain outstanding from any member of the Group to the Investor Parties; (x) the receipt by the Purchaser of confirmation from the Company that Mr P ▇▇▇▇▇▇▇ has paid up all amounts currently outstanding on his Shares and confirmation from ▇▇▇▇▇▇▇ Limited that it has released its equitable charge over the B Shares of ▇▇▇▇ ▇▇▇▇▇▇▇▇; (xi) the Purchaser having received all necessary approvals in respect of its existing financing facilities in relation to the transactions contemplated by this Agreement. (B) Each of the Investor Parties, BOS and the Purchaser shall (to the extent that it is subject within their ability to do so) use their respective reasonable endeavours to fulfil or procure the fulfilment of the conditions set out in sub-clause (A) above and will notify the other parties immediately upon the satisfaction of each of the following conditions on or prior to the Closing Date, any of which conditions such conditions. (C) The Purchaser may be waived waive in whole or in part all or any of the conditions set out in sub-clause (A). For the avoidance of doubt, the Investor Parties and BOS expressly acknowledge that the Purchaser has sole and absolute discretion to decide: (i) whether or not to consummate, postpone or abandon the IPO; and (ii) the IPO Price, and the Purchaser shall have no liability to any Investor Party or BOS arising from, relating to, or in connection with any such decision (save as stated in sub-clause 3(G)). (D) If the conditions set out in sub-clause (A) are not fulfilled (notwithstanding the required reasonable endeavours in sub-clause (B)) or waived by the Purchaser on or before the Termination Date, then the Purchaser shall be entitled to treat this Agreement as terminated by written waiver at notice to the Investor Parties and BOS. (E) If an event or series of events occurs or first becomes known to the Company after the date hereof but prior to Completion which is reasonably likely to result in the Closing Date: 1. Title Adjusted Enterprise Value being less than GBP 47,800,000 then NWEP, on behalf of the Investor Parties and BOS, may give written notice to the Real Property Purchaser (such notice to be sent by fax and by same day courier) giving reasons for such belief and delivered to the Purchaser no later than three Business Days before Completion. Unless the Purchaser responds to such notice within two Business Days of receipt, indicating that it wishes to proceed to Completion, this Agreement shall terminate automatically three Business Days after service of such notice by NWEP. If the Purchaser elects to proceed to Completion in accordance with this sub-clause, the Adjustment Amount shall be good capped at GBP 5,000,000. NWEP (on behalf of the Investor Parties and marketable as required hereinBOS), free and clear undertakes to notify the Purchaser immediately on its becoming aware of all liens and encumbrances and any circumstance which would cause it to serve a notice pursuant to this sub-clause (E). (F) If the Agreement is terminated then, subject to no exceptions other than sub-clauses (G) and (H), the Permitted Exceptions obligations of each party under this Agreement shall automatically terminate PROVIDED that the rights and liabilities of the Escrow Agent parties which have accrued prior to termination shall be prepared to issue an owner’s title insurance policy pursuant subsist. (G) If the Agreement is terminated due to the Title Commitment insuring non-fulfilment of the title condition in sub-clause (A)(i) above, the Purchaser will pay to the Real Property subject only Sellers an amount equal to 50% of the Permitted Exceptions reasonable out of pocket expenses incurred by the Sellers in the relation to this Agreement up to a maximum amount of GBP 100,000. (H) The Investor Parties and BOS acknowledge that the Purchase Price. For purposes of determining whether this Condition has been satisfied, it restrictions contained in Clauses 18 and 19 shall be assumed that as continue to apply after the termination of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfied; sale and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein shall be true and correct in all material respects as purchase of the Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effectShares under this Agreement without limit in time. 4. The physical condition of the Property shall not have materially changed since the Effective Date.

Conditions. A. In addition to Purchaser’s absolute right to terminate this Contract for any reason at any time during The obligations of the Review Period, the obligation of Purchaser under this Contract Initial Purchasers to purchase the Property from Seller is Notes under this Agreement are subject to the performance by each of the Company and each of the Guarantors of their respective covenants and obligations hereunder and the satisfaction of each of the following conditions on conditions: (a) All of the representations and warranties of the Company and the Subsidiaries contained in this Agreement and in each of the Transaction Documents shall be true and correct as of the date hereof and at the Closing Date, except to the extent that the failure of such representations and warranties (without giving effect to any “material,” “materiality,” “Material Adverse Effect” or any similar terms, qualifications or limitations to such representations and warranties) to be true or correct individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. On or prior to the Closing Date, the Company and each other party to the Transaction Documents (other than the Initial Purchasers) shall have performed or complied with all of the agreements and satisfied all conditions on their respective parts to be performed, complied with or satisfied pursuant to the Transaction Documents (other than conditions to be satisfied by such other parties, which the failure to so satisfy would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect). (b) No injunction, restraining order or order of any nature by a Governmental Authority shall have been issued as of the Closing Date that would prevent or materially interfere with the consummation of the Offering or any of which conditions may the transactions contemplated under the Transaction Documents. No stop order suspending the qualification or exemption from qualification of any of the Notes in any jurisdiction shall have been issued and no Proceeding for that purpose shall have been commenced or, to the knowledge of the Company, be waived in whole pending or contemplated as of the Closing Date. (c) No action shall have been taken and no Applicable Law shall have been enacted, adopted or issued that would, as of the Closing Date, prevent the consummation of the Offering or any of the transactions contemplated under the Transaction Documents. No Proceeding shall be pending or, to the knowledge of the Company, threatened other than Proceedings that (A) if adversely determined would not, individually or in the aggregate, adversely affect the issuance or marketability of the Notes, and (B) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) Subsequent to the respective dates as of which data and information is given in the Pricing Disclosure Package and the Final Offering Memorandum, there shall not have been any event that would have a Material Adverse Effect. (e) The Notes shall (i) have been designated PORTAL securities in accordance with the rules and regulations adopted by the Financial Industry Regulatory Authority relating to trading in the PORTAL market, and (ii) be eligible for clearance and settlement through DTC. (f) On or after the date hereof, (i) there shall not have occurred any downgrading, suspension or withdrawal of, nor shall any notice have been given of any potential or intended downgrading, suspension or withdrawal of, or of any review (or of any potential or intended review) for a possible change that does not indicate the direction of the possible change in, any rating of the Company or any securities of the Company (including, without limitation, the placing of any of the foregoing ratings on credit watch with negative or developing implications or under review with an uncertain direction) by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act, (ii) there shall not have occurred any change, nor shall any notice have been given of any potential or intended change, in the outlook for any rating of the Company or any securities of the Company by any such rating organization and (iii) no such rating organization shall have given notice that it has assigned (or is considering assigning) a lower rating to the Notes than that on which the Notes were marketed. (g) The Initial Purchasers shall have received on the Closing Date: (i) certificates dated the Closing Date, signed by (1) the Chief Executive Officer of the Company and (2) the Chief Financial Officer of the Company, on behalf of the Company, to the effect that (a) the representations and warranties set forth in Section 4 hereof and in each of the Transaction Documents are true and correct in all respects, except to the extent that the failure of such representations and warranties (without giving effect to any “material,” “materiality,” “Material Adverse Effect” or any similar terms, qualifications or limitations to such representations and warranties) to be true or correct individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect, with the same force and effect as though expressly made at and as of the Closing Date, (b) the Company has performed and complied with all agreements and satisfied all conditions in all material respects on its part by Purchaser by written waiver to be performed or satisfied at or prior to the Closing Date, (c) at the Closing Date, since the date hereof or since the date of the most recent financial statements in the Pricing Disclosure Package and the Final Offering Memorandum (exclusive of any amendment or supplement thereto after the date hereof), no event or events have occurred, no information has become known nor does any condition exist that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, (d) since the date of the most recent financial statements in the Pricing Disclosure Package and the Final Offering Memorandum (exclusive of any amendment or supplement thereto after the date hereof), other than as described in the Pricing Disclosure Package and the Final Offering Memorandum or contemplated hereby, neither the Company nor any Subsidiary of the Company has incurred any liabilities or obligations, direct or contingent, not in the ordinary course of business, that are material to the Company and the Subsidiaries, taken as a whole, or entered into any transactions not in the ordinary course of business that are material to the business, financial condition or results of operations of the Company and the Subsidiaries, taken as a whole, and there has not been any change in the capital stock or long- term indebtedness of the Company or any Subsidiary of the Company that is material to the business, financial condition or results of operations of the Company and the Subsidiaries, taken as a whole, and (e) the sale of the Notes has not been enjoined (temporarily or permanently). (ii) a certificate, dated the Closing Date, executed by the Secretary of the Company and each Guarantor, certifying such matters as the Initial Purchasers may reasonably request covering such matters as are customarily covered in such certificates. (iii) a perfection certificate, dated the Closing Date, executed by an officer of the Company and each of the Guarantors substantially in the form previously provided to counsel of Company. (iv) a certificate of solvency, dated the Closing Date, executed by the principal financial or accounting officer of the Company substantially in the form previously approved by the Initial Purchasers or its counsel. (v) the opinion of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Company, dated the Closing Date and addressed to the Initial Purchasers, in a form reasonably satisfactory to the Initial Purchasers covering such matters as are customarily covered in such opinions. (vi) the opinion of ▇▇▇▇▇ ▇▇▇▇▇ Heuer & ▇▇▇▇▇, P.C., local Michigan counsel to the Company, dated the Closing Date and addressed to the Initial Purchasers, in a form reasonably satisfactory to the Initial Purchasers. (vii) the opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, local Indiana counsel to the Company, dated the Closing Date and addressed to the Initial Purchasers, in a form reasonably satisfactory to the Initial Purchasers. (viii) the opinion of ▇▇▇▇▇, Brown, Koehn, Shors & ▇▇▇▇▇▇▇, P.C., local Iowa counsel to the Company, dated the Closing Date and addressed to the Initial Purchasers, in a form reasonably satisfactory to the Initial Purchasers. (ix) the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.L.L.P., local Minnesota counsel to the Company, dated the Closing Date and addressed to the Initial Purchasers, in a form reasonably satisfactory to the Initial Purchasers. (x) the opinion of Proskauer Rose LLP, counsel to the Initial Purchasers, dated the Closing Date, in form satisfactory to the Initial Purchasers covering such matters as are customarily covered in such opinions. (xi) a copy of a payoff letter or other evidence of repayment in form and substance reasonably satisfactory to the Initial Purchasers from the administrative agent under the Existing Credit Facility, releasing the Company and the Guarantors from all obligations under the Existing Credit Facility and any guarantees thereunder, which letter shall become effective immediately following the application of the net proceeds of the Offering as set forth under the “Use of Proceeds” section in the Pricing Disclosure Package and Final Offering Memorandum. (h) The Initial Purchasers shall have received on the date hereof and on the Closing Date a certificate from the Chief Financial Officer of the Company, dated as of the date hereof and thereof, substantially in the form of Exhibit A attached hereto. (i) The Initial Purchasers shall have received (A) a customary comfort letter from PricewaterhouseCoopers LLP, independent auditors, with respect to the Company, dated as of the date hereof, in form and substance satisfactory to the Initial Purchasers and its counsel, with respect to the financial statements and certain financial information contained in the Pricing Disclosure Package and the Final Offering Memorandum and (B) a customary bring-down comfort letter from PricewaterhouseCoopers LLP, dated the Closing Date, in form and substance satisfactory to the Initial Purchasers and its counsel, to the effect that PricewaterhouseCoopers LLP reaffirms the statements made in its letter furnished pursuant to clause (A) with respect to the financial statements and certain financial information contained in the Pricing Disclosure Package and the Final Offering Memorandum. (j) Each of the Transaction Documents shall have been executed and delivered by all parties thereto, and the Initial Purchasers shall have received a fully executed original of each of the Transaction Documents. (k) The terms of each Transaction Document shall conform in all material respects to the description thereof in the Pricing Disclosure Package and the Final Offering Memorandum. (l) The Collateral Agent shall have received (with a copy for the Initial Purchasers) on the Closing Date: 1. Title (i) appropriately completed copies of Uniform Commercial Code financing statements naming the Company and each Guarantor as a debtor and the Collateral Agent as the secured party, or other similar instruments or documents to be filed under the Real Property shall be good and marketable as required herein, free and clear UCC of all liens jurisdictions as may be necessary or, in the reasonable opinion of the Collateral Agent and encumbrances and subject its counsel, desirable to no exceptions other than perfect the Permitted Exceptions and security interests of the Escrow Collateral Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title Security Agreement; (ii) appropriately completed copies of Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens (other than Permitted Liens) of any Person in any collateral described in any Security Agreement previously granted by any Person; (iii) certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11), or a similar search report certified by a party acceptable to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfiedCollateral Agent, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior dated a date reasonably near to the Closing Date, listing all effective financing statements which name the Company or any Guarantor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall cover any collateral described in any Collateral Documents, other than such financing statements that evidence Permitted Liens); (iv) such other approvals, opinions, or documents as the Collateral Agent may reasonably request in form and substance reasonably satisfactory to the Collateral Agent; and (v) the Collateral Agent and its counsel shall be satisfied that (A) the Lien granted to the Collateral Agent, for the benefit of the Secured Parties in the collateral described above is of the priority described in the Pricing Disclosure Package and the Final Offering Memorandum; and (B) no Lien exists on any of the collateral described above other than the Lien created in favor of the Collateral Agent, for the benefit of the Secured Parties, pursuant to a Collateral Documents, in each case subject to the Permitted Liens. 3. (m) All of Seller’s representations Uniform Commercial Code financing statements or other similar financing statements and warranties contained herein Uniform Commercial Code Form UCC-3 termination statements required pursuant to clause (l)(i) and (l)(ii) above shall be true and correct in all material respects as of have been delivered to CT Corporation System or another similar filing service company acceptable to the Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effectCollateral Agent. 4. The physical condition of the Property shall not have materially changed since the Effective Date.

Conditions. A. In addition Section 6.1 Conditions to PurchaserEach Party’s absolute right to terminate this Contract for any reason at any time during Obligation To Effect the Review Period, the Merger. The respective obligation of Purchaser under this Contract each party to purchase effect the Property from Seller is Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions on (any or prior to the Closing Date, any all of which conditions may be waived by the parties hereto in writing, in whole or in part part, to the extent permitted by Purchaser applicable Law): (i) This Agreement shall have been adopted and approved by written the Company Required Vote and (ii) the Parent Proposal shall have been approved and adopted by the Required Parent Vote; (b) No statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Entity of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the Merger or makes the Merger illegal; (c) Other than filing the Certificate of Merger in accordance with the DGCL, all authorizations, consents and approvals of all Governmental Entities required to be obtained prior to consummation of the Merger shall have been obtained, except for such authorizations, consents, and approvals the failure of which to be obtained individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on any party to this Agreement; (d) The S-4 shall have been declared effective, and no stop order suspending the effectiveness of the S-4 shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and (e) The shares of Parent Common Stock issuable to the stockholders of the Company in the Merger and to the holders of the Company Options, Company Stock Awards, and Performance Stock Awards shall have been authorized for listing on Nasdaq, subject to official notice of issuance. Section 6.2 Conditions to the Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the satisfaction or waiver at or prior to the Closing DateEffective Time of the following conditions: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all (i) The representations and warranties of Purchaser’s “Requirements” Parent set forth in the Title Commitment have been satisfied; Sections 4.2, 4.3, 4.5(a) and all statements set forth in Section 4.27 (brelating to Taxes) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein shall be true and correct in all material respects both at and as of the date of this Agreement and at and as of the Closing Date Date, as if made at and Seller will deliver as of such time (except to Purchaser the extent expressly made as of an earlier date, in which case as of such date); and (ii) the representations and warranties of each of Parent set forth in this Agreement (other than the representations and warranties set forth in Sections 4.2, 4.3, 4.5(a) and all statements set forth in Section 4.27 (relating to Taxes)), shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) both at and as of the date of this Agreement and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent. The Company shall have received a certificate signed on behalf of Parent by each of two senior executive officers of Parent to that the foregoing effect.; 4. The physical condition (b) Parent shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the Effective Time pursuant to the terms of this Agreement, and the Company shall have received a certificate signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer of Parent to such effect; (c) There shall not be pending any suit, action or proceeding by any Governmental Entity seeking to restrain, preclude, enjoin or prohibit the Merger or any of the Property other transactions contemplated by this Agreement; (d) The Company shall have received the opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, on the date on which the S-4 is filed and on the Closing Date, in each case dated as of such respective date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent and the Company, all of which are consistent with the state of facts existing as of the date on which the S-4 is filed and the Effective Time, as applicable, to the effect that (i) the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code and (ii) the Company and Parent will each be a “party to the reorganization” within the meaning of Section 368 of the Code. In rendering the opinion described in this Section 6.2(d), ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP shall have received and may rely upon the certificates and representations referred to in Section 5.13(d); (e) Parent must have delivered to its counsel, the Company and the Company’s counsel a certificate signed on behalf of Parent by a duly authorized officer of Parent certifying the representations set forth in Section 4.27 and as otherwise reasonably requested by the Company’s or Parent’s tax counsel; (f) During the period from the date of execution of this Agreement until the Effective Time, there shall not have materially changed since occurred a Material Adverse Effect on Parent; (g) On a pro forma basis and after giving effect to all transactions contemplated by this Agreement to occur on the Closing Date, (i) Parent must have funds equal to at least the amount set forth on Section 6.2(g)(i) of the Parent Disclosure Letter available for borrowing under all tests and all provisions set forth in its credit agreements, as in effect on the Closing Date, (ii) no default or event of default would exist under such credit agreements of Parent, and (iii) additional debt in an amount equal to at least the amount set forth on Section 6.2(g)(iii) of the Parent Disclosure Letter would not result in a default or event of default under such credit agreements of Parent and the Company shall have received a certificate of Parent signed on its behalf by its Chief Executive Officer or Chief Financial Officer to such effect; and (h) To the extent that any notes remain outstanding under the Parent Indenture, Parent shall have complied with all the applicable provisions of the Parent’s Indenture so that on a pro forma basis and after giving effect to all transactions contemplated by this Agreement, no default or event of default will have occurred under the Parent Indenture, and the Company shall have received a certificate of Parent signed on its behalf by its Chief Executive Officer or Chief Financial Officer to such effect. In addition, on a pro forma basis and after giving effect to all transactions contemplated by this Agreement, no default or event of default will have occurred under the Company Indenture (excluding any defaults or events of default in existence under the Company Indenture immediately prior to the Effective Time); provided that, to the extent any notes remain outstanding under the Company Indenture, the Company shall have complied with all the applicable provisions of the Company’s Indenture prior to the Effective Time, such that the Company’s failure to comply with the applicable provisions of the Company’s Indenture shall not have caused the default or event of default occurring on a pro forma basis and after giving effect to all transactions contemplated by this Agreement. Section 6.3 Conditions to Obligations of Parent to Effect the Merger. The obligations of Parent to effect the Merger are further subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions: (a) (i) The representations and warranties of the Company set forth in Sections 3.2, 3.3 and 3.5(a) and all statements set forth in Section 3.26 (relating to Taxes) shall be true and correct in all material respects both at and as of the date of this Agreement and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date); and (ii) the representations and warranties of the Company set forth in this Agreement (other than the representations and warranties set forth in Sections 3.2, 3.3 and 3.5(a) and the statements set forth in Section 3.26) shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) both at and as of the date of this Agreement and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the Company. Parent shall have received a certificate signed on behalf of the Company by each of two senior executive officers of the Company to the foregoing effect; (b) The Company shall have performed in all material respects each of its obligations under this Agreement required to be performed by it at or prior to the Effective Time pursuant to the terms of this Agreement, and Parent shall have received a certificate signed on behalf of the Company by the Chief Executive Officer or Chief Financial Officer to such effect; (c) There shall not be pending any suit, action or proceeding by any Governmental Entity seeking to (i) prohibit or limit in any material respect the ownership or operation by the Company or Parent or any of their respective affiliates of a substantial portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or to require any such Person to dispose of or hold separate any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole, as a result of the Merger or any of the other transactions contemplated by this Agreement or (ii) restrain, preclude, enjoin or prohibit the Merger or any of the other transactions contemplated by this Agreement; (d) Parent shall have received the opinion of ▇▇▇▇▇▇▇▇ & Knight, LLP, counsel to Parent, in form and substance reasonably satisfactory to Parent, on the date on which the S-4 is filed and on the Closing Date, in each case dated as of such respective date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent and the Company, all of which are consistent with the state of facts existing as of the date on which the S-4 is filed or the Effective Time, as applicable, to the effect that (i) the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code and (ii) the Company and Parent will each be a “party to the reorganization” within the meaning of Section 368 of the Code. In rendering the opinion described in this Section 6.3(d), ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP, shall have received and may rely upon the affiliate letters, certificates and representations referred to in Section 5.13(d); (e) The number of Dissenting Shares shall not exceed 10% of the outstanding shares of Company Common Stock; (f) All material consents and approvals of any Person that the Company or Parent or any of their respective Subsidiaries is required to obtain in connection with the consummation of the Merger, including consents and approvals from parties to loans, contracts, leases or other agreements, shall have been obtained, and a copy of each such consent and approval shall have been provided to Parent at or prior to the Closing, except for such consents and approvals the failure of which to be obtained individually or in the aggregate would not be reasonably likely to have or result in a Material Adverse Effect on the Company or Parent, as applicable; (g) The Company must have delivered to its counsel, Parent and Parent’s counsel a certificate signed on behalf of the Company by a duly authorized officer of the Company certifying the representations set forth in Section 3.26 and as otherwise reasonably requested by the Company’s or Parent’s tax counsel; and (h) During the period from the date of execution of this Agreement until the Effective Time, there shall not have occurred a Material Adverse Effect on the Company.

Conditions. A. In addition The obligations of the Vendors to Purchaser’s absolute right to terminate this Contract for any reason at any time during sell the Review Period, the obligation of Purchaser under this Contract to purchase the Property from Seller is Purchased Shares shall be subject to the satisfaction satisfaction, on or before the Closing Date, of each of the following conditions on or prior to the Closing Date, any precedent (each of which conditions is for the exclusive benefit of the Vendors and may be waived by the Vendors, in whole or in part by at their option, and any one or more of which, if not satisfied or waived, will relieve the Vendors of any obligation under this Agreement): (a) each of the acts, undertakings, obligations, agreements and covenants of the Purchaser by written waiver at under this Agreement or prior under any Closing Document to be performed or complied with on or before the Closing Date shall have been duly performed or complied with in all material respects, and the Vendors shall have received a certificate of the Purchaser addressed to the Closing Date: 1. Title to the Real Property shall be good Vendors and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that dated as of the Closing Date: (a) , confirming same. The acceptance by the Vendors, in their sole discretion, of a certificate which does not correspond in all respects to the terms of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfiedpreceding sentence shall be deemed to constitute a variation or amendment, to the extent therein described, of the provisions of this Agreement or any Closing Document; and and (b) each of the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein made in favour of the Vendors pursuant to this Agreement shall be true true, complete and correct in all material respects (except that those representations and warranties which are qualified as to material, materiality, Material Adverse Change or similar expressions, or are subject to the same or similar type exceptions, shall be true, complete and correct in all respects) on the Closing Date as if made on and as of such date, and the Vendors shall have received a certificate of the Purchaser addressed to the Vendors and dated as of the Closing Date and Seller will deliver to Purchaser at Closing Date, confirming same. The acceptance by the Vendors, in their sole discretion, of a certificate which does not correspond in all respects to that effect. 4. The physical condition the terms of the Property preceding sentence shall not have materially changed since be deemed to be a waiver of any representation or warranty contained in this Agreement to the Effective Dateextent therein described.

Conditions. A. In addition The Backstop Parties’ obligations to Purchaser’s absolute right purchase any securities pursuant to terminate this Contract for the Basic Commitment and/or the Backstop Commitment are subject to the following conditions: (i) the execution and delivery of mutually satisfactory definitive documentation among BFE Corp. and the Backstop Parties which incorporates the terms set forth herein (the “Definitive Agreements”); (ii) the satisfaction or waiver by the Backstop Parties of the conditions to the Backstop Parties’ obligations to consummate the transactions contemplated by the Definitive Agreements as may be agreed upon in the Definitive Documents; (iii) BFE Corp. shall be in compliance with its obligations under the Loan Agreement and all other transaction documents relating to the Bridge Loan in all material respects; (iv) there has not occurred any reason material adverse change, or any development involving a prospective material adverse change, since the date hereof in the condition, financial or otherwise, or in the earnings, business, operations or properties of BFE Corp. and its subsidiaries, taken as a whole (a “Material Adverse Change”); (v) there not having occurred after the date hereof at any time during the Review Period, the obligation of Purchaser under this Contract to purchase the Property from Seller is subject to the satisfaction of each of the following conditions on or prior to the Closing Date, funding of the Basic Commitment and/or the Backstop Commitment any of which conditions may be waived in whole material disruption or in part by Purchaser by written waiver at or prior to the Closing Date: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions material adverse change in the amount financial, banking or capital markets that, in the commercially reasonable judgment of the Purchase Price. For purposes of determining whether this Condition has been satisfiedBackstop Parties, it shall be assumed that as would have a material adverse impact on the success of the Closing Date: Rights Offering; (avi) all of Purchaser’s “Requirements” set forth in the Title Commitment required approvals and consents shall have been satisfiedobtained; and (bvii) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein shall be made by BFE Corp. in this Letter Agreement being true and correct in all material respects respects; (viii) BFE Corp. shall be in compliance with all covenants and other provisions of this Letter Agreement in all material respects; (ix) the Cargill Acknowledgement Letter (as defined below) being in full force and effect; (x) each of the Closing Date Executive Management Waiver Agreements (as defined in the Loan Agreement) being in full force and Seller will deliver to Purchaser at Closing a certificate to effect; (xi) no actions, suits or proceedings shall be pending or threatened that effect. 4. The physical condition challenge any Definitive Agreement, this Letter Agreement, the Loan Agreement, the Cargill Acknowledgement Letter or any related agreement; (xii) the Backstop Parties having been reasonably satisfied with the Certificate of Designations setting forth the rights and preferences of the Property Series A Convertible Preferred Stock that reflects the terms set forth on Exhibit A hereto and other customary terms and provisions as determined by Greenlight in its reasonable discretion; (xiii) the receipt by the Backstop Parties of a legal opinion from Cravath, Swaine & ▇▇▇▇▇ LLP with respect to customary matters in a form satisfactory to Greenlight in its reasonable discretion; (xiv) BFE Corp. shall not have entered into any letter of intent, memorandum of understanding, agreement in principle or other agreement relating to any competing plan, proposal, offer or transaction with a third party other than Greenlight materially changed since inconsistent with this Letter Agreement; and (xv) the Effective DateBoard of Directors of BFE Corp. shall have adopted Section 16b-3 Resolutions related to the issuance to the Backstop Parties of Series A Convertible Preferred Stock, Common Stock and warrants, the form of which shall be satisfactory to Greenlight in its sole discretion.

Conditions. A. In addition to Purchaser’s absolute right to terminate this Contract for any reason at any time during the Review PeriodAt Closing, the Company shall deliver to Merr▇▇▇ ▇▇▇c▇ ▇▇▇ or more stock certificates registered in the name of MLI representing the number of Purchase Shares set forth in Section 2 above. 2 The Company's obligation to complete the purchase and sale of Purchaser under this Contract the Purchase Shares and deliver such stock certificate(s) to purchase Merr▇▇▇ ▇▇▇c▇ ▇▇ the Property from Seller is Closing shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Dateconditions, any one or more of which conditions may be waived in whole by the Company: (i) receipt by the Company of Federal Funds (or in part by Purchaser by written waiver at or prior to the Closing Date: 1. Title to the Real Property shall be good and marketable as required herein, free and clear other mutually agreed upon form of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions payment) in the full amount of the purchase price for the Purchase Price. For purposes of determining whether this Condition has been satisfiedShares being purchased hereunder, it shall be assumed that (ii) the accuracy as of the Closing Date: (a) , of the representations and warranties made by Merr▇▇▇ ▇▇▇c▇ ▇▇▇ein and the fulfillment, in all material respects, of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall those undertakings of Merr▇▇▇ ▇▇▇c▇ ▇▇ be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or fulfilled prior to the Closing Date. 3Closing, (iii) execution and delivery of the Swap Agreement, (iv) receipt of an accurate, complete and duly executed original of U.S. Internal Revenue Service Form 1001, certifying that MLI is entitled to receive any payments under this Agreement, the Swap Agreement or as a result of MLI's ownership of Common Shares that may be viewed as interest for U.S. federal income tax purposes without deduction or withholding of U.S. federal income taxes. All (v) receipt by the Company of Seller’s a cross-receipt with respect to the Purchase Shares executed by Merr▇▇▇ ▇▇▇c▇ ▇▇▇ (vi) receipt by the Company of a certificate by an officer or authorized representative of Merr▇▇▇ ▇▇▇c▇ ▇▇ the effect that the representations and warranties contained herein shall be of Merr▇▇▇ ▇▇▇c▇ ▇▇▇ forth in Section 5 hereof are true and correct in all material respects as of the date of this Agreement and as of the Closing Date Date. Merr▇▇▇ ▇▇▇▇▇'▇ ▇▇▇igation to accept delivery of such stock certificate(s) and Seller will deliver to Purchaser at pay for the Purchase Shares evidenced thereby shall be subject to the following conditions, any one or more of which may be waived by Merr▇▇▇ ▇▇▇c▇: (▇) the accuracy, as of the Closing Date, of the representations and warranties made by the Company herein and the fulfillment, in all material respects, of those undertakings of the Company to be fulfilled prior to the Closing, (ii) receipt by Merr▇▇▇ ▇▇▇c▇ ▇▇ all opinions, letters and certificates to be delivered by the Company pursuant to this Purchase Agreement, (iii) execution and delivery of the Swap Agreement, (iv) the execution and delivery of a certificate guarantee issued by the Operating Partnership (the "Guarantee") and (v) receipt by Merr▇▇▇ ▇▇▇c▇ ▇▇ a cross-receipt with respect to that effect. 4the purchase price for the Purchase Shares executed by the Company. The physical condition Company has filed with the U.S. Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-38071) for the registration of certain preferred shares of beneficial interest, $.01 par value per share, warrants for purchase of Common Shares and Common Shares under the Securities Act of 1933, as amended (the "Securities Act"), and the offering thereof from time to time in accordance with Rule 415 of the Property rules and regulations of the Commission under the Securities Act (the "1933 Act Regulations"), and the Company has filed such amendment or amendments thereto as may have been required prior to the execution of this Agreement. Such registration statement, as amended, has been declared effective by the Commission. A prospectus is to be used in connection with the offering and sale of the Shares to MLI pursuant to this Agreement (the "Prospectus"). Such registration statement and the prospectus constituting a part thereof (including, in each case, any information deemed to be a part thereof pursuant to Rule 430A(b) of the 1933 Act Regulations and any prospectus supplement relating to the offering of the Shares to MLI pursuant to Rule 415 of the 1933 Act Regulations (a "Prospectus Supplement")), as from time to time amended or supplemented pursuant to the Securities Act or otherwise, are hereinafter referred to as the "Registration Statement," and the "Prospectus," respectively (both of which shall not have materially changed since the Effective Date.include any

Conditions. A. In addition to Purchaser’s absolute right to terminate this Contract for any reason at any time during the Review Period, the obligation of Purchaser under this Contract to purchase the Property from Seller is subject The Employer agrees: (i) With respect to the satisfaction of each investment option of the following conditions on or prior Plan that is funded under the Guaranteed Interest Option and to the Closing Dateextent that the Plan provides for allocations to, and transfers to and from such option are to be made solely at the discretion of the individuals covered by the Plan, such allocations and transfers are to be made in accordance with instructions by the Employer or Participant covered by the Plan. We are to be given at least 60 days advance written notice by the Employer of any noncompliance with this condition. (ii) The Employer is to provide us with any amendment to the Plan or its investment policy, any communication to the Participants covered by the Plan concerning the Guaranteed Interest Option or the investment option of the Plan to which it relates, or any change in the manner in which the Plan is administered. Any such document is to be provided to us at least 60 days before its effective date. We may also request, and the Employer will thereupon provide, any other information that we reasonably determine would bear upon the flow of funds to and from the Guaranteed Interest Option. If the conditions may be waived stated in whole (i) and (ii) above are not complied with or, if the Employer fails to remit Contributions in accordance with Part III on "Contributions, Allocations and Discontinuance" or in part by Purchaser if we determine and so notify the Employer by written waiver at or prior notice that an amendment to the Closing DatePlan, its investment policy, or any change in the manner in which the Plan is administered would materially and adversely affect the flow of funds to or from the Guaranteed Interest Option, then we will have the right to: 1. Title decline further requests for transfers to or from the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfiedGuaranteed Interest Option; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable.and/or 2. Seller shall have performeddeem that a discontinuance of Contributions has occurred under the section, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date"Discontinuance of Contributions". 3. All of Seller’s representations and warranties contained herein shall be true and correct in all material respects as of the Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effect. 4. The physical condition of the Property shall not have materially changed since the Effective Date.

Conditions. A. In addition (a) The obligations of each party to Purchaser’s absolute right consummate the Blackstone Repurchase and to terminate this Contract for any reason at any time during effectuate the Review Period, the obligation of Purchaser under this Contract to purchase the Property from Seller is Closing are subject to the satisfaction of each closing of the following conditions on or prior Blackstone Secondary Offering and the delivery to the underwriters of the shares purchased in the Blackstone Secondary Offering and the Purchase Price per share being no greater than $ . (b) The obligations of the Company to consummate the Blackstone Repurchase and to effectuate the Closing Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior are subject to the Closing Date: 1. Title to condition that the Real Property shall be good representations and marketable as required herein, free and clear warranties of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” Blackstone set forth in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein Agreement shall be true and correct in all material respects on and as of the Closing Date as though made on and Seller will deliver to Purchaser at as of the Closing a certificate to that effectDate. 4. (c) The physical obligations of Blackstone to consummate the Blackstone Repurchase and to effectuate the Closing are subject to the condition that the representations and warranties of the Property Company set forth in this Agreement shall not have materially changed since be true and correct in all material respects on and as of the Effective Closing Date as though made on and as of the Closing Date. (d) The obligations of each party to consummate the Blackstone Repurchase and to effectuate the Closing are subject to the condition that immediately after giving effect to the consummation of the Blackstone Repurchase (i) the present fair value and fair saleable value of the assets of the Company is not less than the total amount of the Company’s liabilities (including contingent liabilities); (ii) the Company should be able to pay its debts as they become due and mature; (iii) the Company does not engage in any business or transaction, for which its property would constitute unreasonably small capital; and (iv) the actual, current value of the Company’s assets minus its liabilities shall be greater than the Company’s statutory capital.

Conditions. A. In addition to Purchaser’s absolute right to terminate this Contract for any reason at any time during The obligations of the Review Period, the obligation of Purchaser under this Contract to purchase the Property from Seller is Purchased Shares shall be subject to the satisfaction satisfaction, on or before the Closing Date, of each of the following conditions on or prior to the Closing Date, any precedent (each of which conditions is for the Purchaser’s exclusive benefit and may be waived by the Purchaser, in whole or in part by at its option, and any one or more of which, if not satisfied or waived, will relieve the Purchaser by written waiver at of any obligation under this Agreement): (a) each of the acts, undertakings, obligations, agreements and covenants of the Vendors and the Targets under this Agreement or prior under any Closing Document to be performed or complied with on or before the Closing Date shall have been duly performed or complied with in all material respects, and the Purchaser shall have received a certificate of the Vendors addressed to the Closing Date: 1. Title to the Real Property shall be good Purchaser and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that dated as of the Closing Date: (a) Date confirming same. The acceptance by the Purchaser, in its sole discretion, of a certificate which does not correspond in all respects to the terms of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfied; and preceding sentence shall be deemed to constitute a variation or amendment, to the extent therein described, of the provisions of this Agreement or any Closing Document; (b) each of the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein made in favour of the Purchaser pursuant to this Agreement shall be true true, complete and correct in all material respects (except that those representations and warranties which are qualified as to material, materiality, Material Adverse Change or similar expressions, or are subject to the same or similar type exceptions, shall be true, complete and correct in all respects) on the Closing Date as if made on and as of such date, and the Purchaser shall have received a certificate of the Vendors addressed to the Purchaser and dated as of the Closing Date and Seller will deliver to Purchaser at Closing confirming same. The acceptance by the Purchaser, in its sole discretion, of a certificate which does not correspond in all respects to that effect. 4. The physical condition the terms of the Property preceding sentence shall be deemed to be a waiver of any representation or warranty contained in this Agreement to the extent therein described; (c) there shall not have materially changed occurred, in the judgment of the Purchaser, acting reasonably, a Material Adverse Change since the Effective Dateexecution of this Agreement; (d) the Purchaser shall be satisfied that no Claim or Threatened Claim shall have been taken, made, threatened or instituted, whether or not having the force of Law, and no Law or Order shall have been proposed, enacted, promulgated, issued or applied: (i) to prohibit or impose any limitation or condition on the completion of the transactions contemplated herein or in any Closing Document or the right of the Purchaser to own or exercise full rights of ownership of all of the Purchased Shares; or (ii) which, if the transactions contemplated herein were completed, could reasonably be expected to result in a Material Adverse Change or prevent the Targets from carrying on, in all material respects, the Business as presently carried on; (e) the Purchase shall be satisfied with the results of its due diligence relating to the Targets and the Business; (f) all Required Third Party Consents shall have been obtained; (g) the Pre-Closing Reorganization shall have been duly completed to the satisfaction of the Purchaser; and (h) the Purchaser shall be satisfied, acting reasonably, that no fact or circumstance identified in its confirmatory due diligence of the Targets, their respective assets and the Business would or could result in a Material Adverse Change or materially and adversely affect, delay or impair the transactions contemplated hereby.

Conditions. A. In addition to Purchaser’s absolute right to terminate this Contract for any reason at any time during the Review Period, the obligation of Purchaser under this Contract to purchase the Property from Seller is subject to the satisfaction of each The following obligations of the following conditions Company shall be satisfied or fulfilled on or prior to the Closing Datedate of each Closing, any of which conditions may be waived unless otherwise agreed to in whole or in part writing by Purchaser by written waiver at or prior to the Closing DatePlacement Agent: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all The Company shall have delivered to the Placement Agent, at the Initial Closing, (i) a currently-dated long-form good standing certificate or telegram from the Secretary of Purchaser’s “Requirements” State where the Company and each Subsidiary is incorporated and each other jurisdiction in which the Company and any of the Subsidiaries is qualified to do business as a foreign corporation; (ii) the certificate of incorporation of the Company and each Subsidiary, as currently in effect, certified by the Secretary of State of the state where the Company and each Subsidiary is incorporated; (iii) a certified copy of the filed Certificate of Designation setting forth the designation, preference rights, qualifications, limitations or restrictions of the Preferred Stock; (iv) by-laws of the Company certified by the secretary of the Company; and (v) certified resolutions of the Board of Directors of the Company approving this Agreement, the execution of the Preferred Stock and the Placement Agent Warrants, the registration of the Registerable Securities and the other transactions contemplated by the Preferred Stock. (b) There shall have occurred no material adverse event affecting the Company or the Subsidiaries or any of their respective businesses, assets, prospects or the Company's securities since the date of this Agreement. (c) No litigation or administrative proceeding shall have been threatened or commenced against the Company or any of the Subsidiaries which (i) seeks to enjoin or otherwise prohibit or restrict the consummation of the transactions contemplated by this Agreement or (ii) if adversely determined, would have a Material Adverse Effect or have a material adverse effect on the Company's securities. (d) The Company shall have delivered to the Placement Agent a certificate of its principal executive and financial officers as to the matters set forth in the Title Commitment have been satisfied; and Paragraphs 8(a), (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title and (c) of this Agreement and to the Real Property shall be good further effect that (i) neither the Company nor any Subsidiary is in default, in any respect, under any note, loan agreement, security agreement, mortgage, deed of trust, indenture, contract, alliance agreement, lease, license, joint venture agreement, agreement or other instrument to which it is a party, except as disclosed in the Financial Statements or the Memorandum and marketable. 2. Seller shall except where such default has not and will not have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to a Material Adverse Effect; (ii) the Closing Date. 3. All of Seller’s Company's representations and warranties contained herein shall be in this Agreement are true and correct in all material respects on such date with the same force and effect as if made on such date; (iii) there has been no amendment or changes to the Company's or Subsidiaries' certificates of incorporation or by-laws or authorizing resolutions from those delivered pursuant to Paragraph 8(a) of this Agreement; and (iv) no event has occurred which, with or without the lapse of time or giving of notice, or both, would constitute a breach or default thereof by the Company or any Subsidiary or would cause acceleration of any obligation of the Company or any Subsidiary, or could adversely affect the business, operations, financial condition or prospects of the Company. (e) The Placement Agent shall have received the opinion of Friedlob ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Tourillott, LLC, counsel for the Company, dated as of the Closing Date closing date in form and Seller will deliver substance reasonably satisfactory to Purchaser at Closing a certificate to that effectthe Placement Agent and its counsel. 4. (f) The physical condition Company shall have prepared and filed or delivered to counsel for filing with the SEC and any states in which such filing is required, a Form D relating to the sale of the Property Preferred Stock and such other documents and certificates as are required. (g) Subscriptions for at least the Minimum Amount of Preferred Stock shall have been accepted by the Company. (h) In addition to the right of the Placement Agent to terminate this Agreement and not consummate the transactions contemplated by this Agreement as a result of the failure of the Company to comply with any of its obligations set forth in this Agreement, this Agreement may be terminated by the Placement Agent by written notice to the Company at any time prior to the Initial Closing if, in the Placement Agent's sole judgment, (i) the Company and/or Subsidiaries shall have materially changed since sustained a loss that is material to the Effective DateCompany or its Subsidiaries, taken as a whole, whether or not insured, by reason of fire, earthquake, flood, accident or other calamity, or from any labor dispute or court or government action, order or decree; (ii) trading in securities on any exchange or system shall have been suspended or limited either generally or specifically with respect to the Company's Common Stock; (iii) material governmental restrictions have been imposed on trading in securities generally or specifically with respect to the Company's Common Stock (not in force and effect on the date of this Agreement; (iv) a banking moratorium shall have been declared by Federal or New York State authorities; (v) an outbreak of major international hostilities or other national or international calamity shall have occurred; (vi) the Congress of the United States or any state legislative body shall have passed or taken any action or measure, or such bodies or any governmental body or any authoritative accounting institute, or board, or any governmental executive shall have adopted any orders, rules or regulations, which the Placement Agent reasonably believes is likely to have a material adverse effect on the business, financial condition or financial statements of the Company or the market for the Preferred Stock; (vii) the Common Stock shall have been delisted from NASDAQ or the Company shall have received notice from NASDAQ advising the Company of its intention to have the Common Stock delisted from NASDAQ, whether conditional or otherwise, or the Company shall fail to meet the requirements for continued listing on NASDAQ; or (viii) there shall have been, in the Placement Agent's judgment, a material decline in the Dow ▇▇▇▇▇ Industrial Index or the market price of the Common Stock at any time subsequent to the date of this Agreement.

Conditions. A. In addition to Purchaser’s absolute right to terminate this Contract for any reason at any time during The Incremental Term Loan Commitments shall become effective as of the Review Period, the obligation of Purchaser under this Contract to purchase the Property from Seller is subject to the satisfaction of each of first date that the following conditions on or prior precedent have been satisfied: (i) all conditions set forth in Section 4.4 with respect to the applicable Incremental Projects shall have been met; (ii) since the Closing Date, any no event or circumstance which has had a Material Adverse Effect shall have occurred and be continuing; (iii) no Default or Event of which conditions may Default shall have occurred and be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Date: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that continuing as of the Closing Incremental Satisfaction Date or would exist immediately after giving effect to the borrowings to be made on the Incremental Satisfaction Date: ; (aiv) all of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein in this Agreement and the other Loan Documents (in each case with respect to each date of a Loan for a Project and as of each Inclusion Date with respect to an Incremental Project such representation or warranty as to any Project or any Project Company shall relate only to such Project or Project Company) shall be true and correct in all material respects on and as of the Closing Incremental Satisfaction Date (unless such representation and Seller will warranty is qualified by materiality, in which event such representation and warranty shall be true and correct in all respects) on and as of the Incremental Satisfaction Date with the same force and effect as if made on and as of such date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (unless such representation and warranty is qualified by materiality, in which event such representation and warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances permitted under the Loan Documents; (v) the Borrower shall deliver or cause to Purchaser be delivered officer’s certificates and legal opinions with respect to the Increase Joinder to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Required Lenders; (vi) The Administrative Agent shall have received, at Closing least ten (10) Business Days prior to the requested Incremental Satisfaction Date: (a) All documentation and other information regarding the Pledgors and the Obligors requested in connection with applicable “know your customer” rules and regulations, Anti-Money Laundering Laws, including the Patriot Act; and (b) Beneficial Ownership Certifications with respect to each Pledgor and each applicable Obligor. (vii) the Borrower has delivered a notice meeting the requirements set forth in this Section 2.3.1(b) at least forty-five (45) days prior to the Incremental Satisfaction Date; and (viii) no later than ten (10) Business Days before the Inclusion Date, the Borrower shall have delivered to the Administrative Agent (for delivery to each Lender and LC Issuer) (A) a final update to the most recently updated Base Case Projections, which Base Case Projections update shall be satisfactory to the Administrative Agent and the Required Lenders (in consultation with the Independent Engineer) and (B) a certificate to that effect. 4. The physical condition of an Authorized Officer of the Property shall not have materially changed since Borrower stating that the Effective Base Case Projections were prepared in good faith based upon assumptions which the Borrower considers to be reasonable at the time made and at the time made available to the Administrative Agent, the Lenders and LC Issuers and as of the Incremental Satisfaction Date.

Conditions. A. In addition to Purchaser’s absolute right to terminate this Contract for any reason at any time during the Review Period6.2.1 Notwithstanding anything herein contained, the obligation of Purchaser under this Contract the Vendor to purchase complete the Property from Seller is transactions provided for herein will be subject to the satisfaction of each fulfilment of the following conditions on at or prior to the Time of Closing, and the Purchaser covenants to use its commercially reasonable efforts to ensure that such conditions, to the extent under the control of the Purchaser, are fulfilled: (a) The consideration payable pursuant to Sections 2.1(a), 2.1(b) and 2.1(c) to Vendor for the acquisition of the Purchased Shares shall be delivered by the Purchaser. (b) All representations and warranties of the Purchaser as contained in this Agreement shall be true and correct in all material respects to the extent not qualified by materiality or Purchaser Material Adverse Effect and in all respects to the extent qualified by materiality or Purchaser Material Adverse Effect as of the Closing DateDate as if made on and as of such date (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date). (c) All covenants to be performed by the Purchaser by the Closing Date as contained in this Agreement shall have been performed and the Purchaser shall have complied in all material respects with its covenants in this Agreement. (d) All Consents and Regulatory Approvals required to be obtained by the Purchaser in connection with this Agreement and the Investor Rights Agreement and the transactions contemplated hereunder and thereunder shall have been obtained on terms and conditions satisfactory to Vendor, acting reasonably. (e) There shall not exist any prohibition under Law, including a cease trade order, injunction or other prohibition or order at law or under applicable legislation, against Purchaser which shall prevent the consummation of the transactions contemplated hereby or prevent the trading of the common shares of the Purchaser. (f) Since the date of this Agreement, there shall not have been any Purchaser Material Adverse Effect. (g) The Purchaser executing and delivering in favour of Vendor the Investor Rights Agreement. (h) The Purchaser shall deliver to the Vendor all in form and substance acceptable to Vendor, acting reasonably: (i) a certificate of incumbency with respect to Purchaser; (ii) a copy of the resolution of its Board of Directors (certified by a duly appointed officer as true and correct), authorising the signature of and the performance by Purchaser of its obligations under this Agreement, the Investor Rights Agreement, and each of the other documents (if any) to be executed by Purchaser pursuant to this Agreement or any of the foregoing agreements; and (iii) a certificate by Purchaser confirming that (i) all representations and warranties made pursuant to Section 3.2 of this Agreement are true and correct in all material respects to the extent not qualified by materiality or Purchaser Material Adverse Effect and in all respects to the extent qualified by materiality or Purchaser Material Adverse Effect as of the Closing Date as if made on and as of such date (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date) and (ii) all covenants to be performed by the Purchaser by the Closing Date as contained in this Agreement have been performed and the Purchaser has complied in all material respects with its covenants in this Agreement. (i) The Purchaser shall have delivered to Vendor all documentation required under the policies of the CSE relating to the issuance of Talisker Securities to Vendor pursuant to Section 2.1. (j) The Samsung Security Interest shall have been discharged. 6.2.2 Notwithstanding anything herein contained, the obligation of the Purchaser to complete the transactions provided for herein will be subject to the fulfilment of the following conditions at or prior to the Time of Closing, and Vendor and Bralorne, as the case may be, covenant to use their commercially reasonable efforts to ensure that such conditions are fulfilled: (a) All representations and warranties of Vendor in this Agreement shall be true and correct in all material respects to the extent not qualified by materiality or material adverse effect and in all respects to the extent qualified by materiality or material adverse effect as of the Closing Date as if made on and as of such date (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date). (b) All covenants to be performed by the Vendor or Bralorne by the Closing Date as contained in this Agreement shall have been performed in all material respects and the Vendor or Bralorne, as the case may be, shall have complied in all material respects with its covenants in this Agreement. (c) All Consents and Regulatory Approvals required to be obtained by Bralorne or Vendor in connection with this Agreement and the transactions contemplated hereunder shall have been obtained on terms and conditions satisfactory to Purchaser, acting reasonably. (d) Vendor shall have caused Bralorne to file a notice of alteration in the form attached hereto as Schedule 6.2.2(d) to create the Class A Shares and Vendor shall have subscribed for that number of the Class A Shares for nominal consideration to provide Vendor with 50.1% of the outstanding votes required to elect Bralorne's directors immediately after the Closing. (e) Bralorne’s directors shall have tendered their resignations. (f) Vendor and Purchaser shall have entered into a shareholders agreement that is not a "unanimous shareholders agreement" pursuant to the Business Corporations Act (British Columbia), that will: (i) specify the size of Bralorne's board of directors and provide that Purchaser, as the holder of all of the outstanding common shares of Bralorne, will be entitled to nominate all of the directors of Bralorne; and (ii) provide that any matters requiring shareholder approval while Vendor holds Class A Shares must be approved by a special resolution of all shareholders, which shareholders agreement shall be in the form attached hereto as Schedule 6.2.2(f). (g) Vendor shall deliver, or cause Bralorne to deliver, as the case may be, to the Purchaser, among other documents, all in form and substance acceptable to the Purchaser: (i) the Books and Records of Bralorne within its possession or control; (ii) the share certificates (duly endorsed for transfer to the Purchaser or, as the Purchaser may direct, the Purchaser’s nominee) representing the Purchased Shares and shall cause Bralorne to register the transfer of the shares; (iii) a certificate of incumbency with respect to the Vendor; (iv) evidence satisfactory to Purchaser of the discharge of the Samsung Security Interest; (v) evidence satisfactory to Purchaser that Bralorne has sufficient cash on hand on the Closing Date to at a minimum satisfy the FT Expenses; (vi) evidence satisfactory to the Purchaser that the requirements of Section 4.1(o) have been satisfied in its sole discretion; (vii) evidence satisfactory to the Purchaser that the requirements of Section 4.1(p) have been satisfied in its sole discretion; (viii) a certificate of good standing or equivalent with respect to Bralorne; (ix) a mutual release between the directors and officers, on the one hand, and Bralorne, on the other hand, with effect from the Time of Closing, of those claims by and against Bralorne, as applicable, in the form satisfactory to Purchaser; (x) a mutual release between Vendor and Bralorne with effect from the Time of Closing of those claims by and against Bralorne, in the form satisfactory to Purchaser; (xi) a certificate executed by a senior officer of Vendor confirming that (A) all representations and warranties of Vendor in this Agreement are true and correct in all material respects to the extent not qualified by materiality or material adverse effect and in all respects to the extent qualified by materiality or material adverse effect as of the Closing Date as if made on and as of such date (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date); (B) all covenants to be performed by the Vendor or Bralorne by the Closing Date as contained in this Agreement have been performed in all material respects and each of the Vendor and Bralorne, as the case may be, has complied in all material respects with its covenants in this Agreement; and (C) as of the Closing Time, Bralorne has no outstanding indebtedness or any liabilities or obligations (whether accrued, absolute, contingent or otherwise, matured or unmatured, including under any guarantee of any debt) other than Reclamation and Rehabilitation Costs and the royalties set out in Schedule 1.1(uu) of the Disclosure Letter; (xii) an opinion of Vendor’s legal counsel addressed to the Purchaser as to certain legal matters relating to Vendor and Bralorne, including corporate existence, authorization and enforceability relating to the transactions contemplated hereby, the authorized and issued share capital of Bralorne and the shareholders of Bralorne as at the Time of Closing and the transfer of the Purchased Shares to the Purchaser, free and clear of any and all Encumbrances, in form and substance satisfactory to the Purchaser and its counsel, acting reasonably, and which is consistent in all material respects with the draft of such opinion that has been provided to the Purchaser and its counsel prior to the execution this Agreement; and (xiii) the Pro Forma Balance Sheet. (h) Vendor executing and delivering in favour of Purchaser the Investor Rights Agreement. (i) Vendor and Bralorne shall have completed the reorganization set out in Schedule 6.2.2(i) of the Disclosure Letter. 6.2.3 The conditions precedent set out in Section 6.2.1 (except for the Regulatory Approvals required to be obtained in Sections 6.2.1(c) and 6.2.1(d), which are provided for the mutual benefit of the Purchaser and Vendor) are inserted for the sole benefit of Vendor and the conditions precedent set out in Section 6.2.2 (except for the Regulatory Approvals required to be obtained in Sections 6.2.2(b) and 6.2.2(c), which are provided for the mutual benefit of the Purchaser and Vendor) are inserted for the sole benefit of the Purchaser. Either of the Purchaser or the Vendor may refuse to proceed with the closing of the purchase and sale of the Purchased Shares if the conditions precedent inserted for its benefit are not fulfilled to its reasonable satisfaction prior to the Closing Date and it shall incur no liability to any other party by reason of such refusal. 6.2.4 The foregoing conditions precedent may be waived in whole or in part by Purchaser by written the party for whose benefit they are inserted in that party’s absolute discretion. No such waiver at or prior to the Closing Date: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than any effect unless it is in writing signed by the Permitted Exceptions and Party granting the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketablewaiver. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein shall be true and correct in all material respects as of the Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effect. 4. The physical condition of the Property shall not have materially changed since the Effective Date.

Conditions. A. In addition 10.3.1 The indemnities set out in Section 10.1 and Section 10.2 shall not apply to Purchaser’s absolute right to terminate this Contract for any reason at any time during the Review Periodsuch claim or proceedings: (a) unless as soon as reasonably practicable following receipt of notice of such claim or proceedings, the obligation Indemnified Person shall have notified the indemnifying Party in writing of Purchaser under this Contract it and shall, upon the indemnifying Party’s request and at that indemnifying Party’s cost, have permitted the indemnifying Party to purchase have full care and control of the Property from Seller is subject claim or proceedings using legal representation of its own choosing; or (b) if the Indemnified Person shall have made any admission in respect of such claim or proceedings or taken any action relating to such claim or proceedings prejudicial to the satisfaction defence of each it without the written consent of the following conditions on indemnifying Party (such consent not to be unreasonably withheld or prior to the Closing Datedelayed), any of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Date: 1. Title to the Real Property provided that no Indemnified Person shall be good and marketable as required herein, free and clear deemed to be in breach of all liens and encumbrances and subject to no exceptions other than this condition by any statement properly made by the Permitted Exceptions and Indemnified Person in connection with the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount operation of the Purchase Price. For purposes Indemnified Person’s internal complaint procedures, accident reporting procedures, or disciplinary procedures, or where such a statement is required by law. 10.3.2 The indemnifying Party shall, in relation to any claim or proceedings it has assumed care and control of determining whether this Condition has been satisfied, it shall be assumed that as under Section 10.3.1(a): (a) keep the Indemnified Pperson fully informed of the Closing Dateprogress of any claim or proceedings; (b) consult fully with the Indemnified Person on the nature of any defence to be advanced; and (c) not, without the prior written consent of the Indemnified Person (such consent not to be unreasonably withheld or delayed), enter into any settlement or compromise of such claim or proceedings which: (a) all of Purchaser’s “Requirements” set forth would result in the Title Commitment have been satisfiedinjunctive or other relief being imposed against an Indemnified Person; and or (b) does not include as an unconditional term the Escrow Agent’s willingness giving by the claimant to issue all applicable Indemnified Persons of a release from liability in relation to such owner’s title insurance policy claim or proceedings. 10.3.3 Each Party shall satisfy use its reasonable endeavours to inform the requirement other Party promptly of any circumstances that title are likely to give rise to a claim or proceedings in respect of which it may be entitled to indemnification under Section 10.1 or Section 10.2; and shall keep the other Party reasonably informed of developments in relation to any such claim or proceedings, even where the Party does not intend to make a claim under Section 10.1 or Section 10.2. 10.3.4 Each Party shall give to the Real Property shall be good indemnifying Party such assistance as it may reasonably require for the conduct and marketableprompt handling of any such claim or proceedings. 2. Seller 10.3.5 Nothing in Section 10.1 or Section 10.2 shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract restrict or limit an Indemnified Person’s general obligation at law to be performed by, observed and complied with on its part either on mitigate a loss it may suffer or prior incur as a result of an event that gives rise to the Closing Datea claim under Section 10.1 or Section 10.2. 3. All of Seller’s representations and warranties contained herein shall be true and correct in all material respects as of the Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effect. 4. The physical condition of the Property shall not have materially changed since the Effective Date.

Conditions. A. In addition (a) The respective obligations of the parties to Purchaser’s absolute right to terminate this Contract for any reason at any time during consummate the Review Period, the obligation of Purchaser under this Contract to purchase the Property from Seller is Subject Share Purchase are subject to the satisfaction fulfillment, prior to or concurrently with the Closing (as hereinafter defined), of each of the following conditions on conditions: (i) Any waiting period applicable to the Subject Share Purchase under the HSR Act shall have expired or been terminated; and (ii) No statute, rule, regulation, order, writ, injunction, judgment or decree shall have been enacted, promulgated, entered or enforced by any federal or state court or other Governmental Authority which has the effect of making illegal, impeding or otherwise restraining or prohibiting the Subject Share Purchase. (b) The obligations of CREC to purchase and pay for the Aggregate Subject Shares are subject to the fulfillment, prior to or concurrently with the Closing DateClosing, any of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Date: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount each of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” conditions set forth in the Title Commitment have been satisfied; Section 7.2(a) and (b) of the Escrow Agent’s willingness Merger Agreement and to issue such owner’s title insurance policy shall satisfy each of the requirement that title to following additional conditions (any one or more of which may be waived, in whole in part, by CREC): (i) Each of the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties of the Shareholder Parties contained herein in this Agreement shall be true and correct in all material respects as of the Closing Date as if made on such date; and (ii) The Shareholder Parties shall have performed and Seller will deliver complied in all material respects with all provisions, covenants and conditions contained in this Agreement required to Purchaser at be performed or complied with by them prior to or on the Closing a certificate to that effectDate. 4. (c) The physical condition obligations of the Property Shareholder Parties to sell and deliver the Subject Shares are subject to the fulfillment, prior to or concurrently with the Closing, of each of the following conditions (any one or more of which may be waived, in whole in part, by the Shareholder Parties, but only if all Shareholder Parties waive the condition with respect to the Aggregate Subject Shares). (i) Each of the representations and warranties of CREC contained in this Agreement shall not be true and correct in all material respects as of the Closing Date as if made on such date; and (ii) CREC shall have materially changed since performed and complied in all material respects with all provisions, covenants and conditions contained in this Agreement required to be performed or complied with by it prior to or on the Effective Closing Date.

Conditions. A. In addition (a) The obligations of Sellers and Purchaser to Purchaser’s absolute right to terminate consummate the transactions contemplated by this Contract for any reason at any time during the Review Period, the obligation of Purchaser under this Contract to purchase the Property from Seller is Agreement shall be subject to the satisfaction of each or waiver, on or before the Closing Date, of the following conditions: (i) All waiting periods (and any extension thereof) under laws applicable to the transactions contemplated by this Agreement shall have expired or been earlier terminated. (ii) There shall be no injunction, restraining order or decree of any nature of any court or governmental authority that is in effect that restrains or prohibits the consummation of the transactions contemplated by this Agreement or imposes conditions on such consummation not otherwise provided for herein. (iii) Neither Purchaser nor any Seller shall have been advised by any United States federal government agency (which advisory has not been officially withdrawn on or prior to the Closing Date) that such government agency is investigating the transactions contemplated by this Agreement to determine whether to file or commence any litigation that seeks or would seek to enjoin, restrain or prohibit the consummation of the transactions contemplated by this Agreement. In the event any of which the above conditions may be is not satisfied on or before the Closing, either Forestar Petroleum, Forestar (USA) or Purchaser will have the right, exercisable at its sole election, to terminate this Agreement by delivering written notice to the other Parties before the Closing, whereupon Escrow Agent will return the ▇▇▇▇▇▇▇ Money to Purchaser, and the Parties will have no further rights or obligations hereunder (except as otherwise expressly provided herein). (b) Unless waived by Purchaser, in whole or addition to any other conditions set forth in part by this Agreement, the obligations of Purchaser by written waiver at or prior under this Agreement are expressly made subject to the fulfillment in all respects of the following conditions precedent: (i) the truth and accuracy as of the Closing Date:, in all material respects, of each and every warranty and representation herein made by any Seller; 1. (ii) Each Seller’s timely performance of and compliance with, in all material respects, each and every term, condition, agreement, restriction and obligation to be performed and complied with by such Seller under this Agreement; (iii) The aggregate acreage of all Title to the Real Objection Property, Title Failure Property and Environmental Property shall be good and marketable as required herein, free and clear not exceed twenty percent (20%) of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and acreage of the Escrow Agent shall be prepared Timberlands; (iv) Purchaser’s receipt of a binding commitment from the Title Company to issue an owner’s a title insurance policy pursuant to the Title Commitment insuring the Purchaser’s title to the Real Property following the Closing, subject only to the Permitted Exceptions Encumbrances; and (v) Sellers’ obtaining of all corporate approvals, consents and authorizations as may be required for Sellers to consummate the transaction contemplated by this Agreement. In the event any of the above conditions is not satisfied on or before the Closing, Purchaser will have the right, exercisable at Purchaser’s sole election, to exercise the remedies described in Section 15(b). Notwithstanding the foregoing sentence, in the amount event of either Seller’s failure to fulfill any condition precedent set forth in Section 14(b)(ii), Purchaser shall provide written notice to such Seller and such Seller shall have seven (7) days from receipt of such notice to fulfill the condition precedent before Purchaser may exercise any remedies described in Section 15(b). (c) Unless waived by a Seller, the obligations of such Seller under this Agreement are expressly made subject to the fulfillment in all respects of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that following conditions precedent: (i) the truth and accuracy as of the Closing Date: , in all material respects, of each and every warranty and representation herein made by Purchaser; and (aii) Purchaser’s timely performance of and compliance with, in all material respects, each and every term, condition, agreement, restriction and obligation to be performed and complied with by Purchaser under this Agreement. (iii) The aggregate acreage of all Title Objection Property shall not exceed ten percent (10%) of the acreage of the Timberlands In the event any of the above conditions is not satisfied on or before the Closing, either Seller will have the right, exercisable at such Party’s sole election, to exercise the remedies described in Section 15(a), provided that if either Seller elects to exercise such remedy, the other Seller shall be deemed to have made an identical election. Notwithstanding the foregoing sentence, in the event of Purchaser’s “Requirements” failure to fulfill any condition precedent set forth in the Title Commitment have been satisfied; Section 14(c)(i) or (ii), Sellers shall provide written notice to Purchaser and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller Purchaser shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract seven (7) days from receipt of such notice to be performed by, observed and complied with on its part either on or prior to fulfill the Closing Datecondition precedent before Sellers may exercise any remedies described in Section 15(c). 3. All of Seller’s representations and warranties contained herein shall be true and correct in all material respects as of the Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effect. 4. The physical condition of the Property shall not have materially changed since the Effective Date.

Conditions. A. In addition 5.1 Conditions to Purchaser’s absolute right to terminate this Contract for any reason at any time during the Review PeriodObligations of Parent, the obligation Purchaser and the Company. The obligations of Parent, the Purchaser under this Contract and the Company to purchase consummate the Property from Seller is Merger are subject to the satisfaction satisfaction, at or before the Effective Time, of each of the following conditions conditions: (a) The Purchaser shall have purchased all Shares duly tendered and not withdrawn pursuant to the terms of the Offer and subject to the terms thereof; provided that the obligation of the Parent and the Purchaser to effect the Merger shall not be conditioned on the fulfillment of the condition set forth in this Section 5.1 (a) if the failure of the Purchaser to purchase the Shares pursuant to the Offer shall have constituted a breach of the Offer or of this Agreement. (b) The consummation of the Merger shall not be precluded by any order, decree or injunction of a court of competent jurisdiction (each party agreeing to use its best efforts to have any such order reversed or injunction lifted), and there shall not have been any action taken or any Law enacted, promulgated or deemed applicable to the Merger by any Governmental Entity that makes consummation of the Merger illegal. (c) If required by Certificate of Incorporation and By-Laws of the Company and the DGCL, this Agreement shall have been approved and adopted by the affirmative vote of the holders of the requisite number of shares of Common Stock in accordance with the Certificate of Incorporation and By-Laws of the Company and the DGCL. (▇) ▇▇▇ applicable waiting period under the HSR Act shall have expired or been terminated. 5.2 Conditions to the Obligations of Parent and the Purchaser. The obligations of Parent and the Purchaser to consummate the Merger are subject to the satisfaction, at or before the Effective Time, of the following conditions: (a) The Company shall have performed all of its material agreements and covenants contained in this Agreement required to be performed on or prior to the Closing Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Date: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions Effective Time and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties of the Company contained herein in this Agreement shall be true and correct in all material respects on and as of (i) the Closing Date date made and Seller will deliver (ii) except in the case of representations and warranties expressly made solely with reference to a particular date, the Effective Time, and Parent and the Purchaser at Closing shall have received a certificate of an executive officer of the Company to that such effect. 4. (b) The physical condition of the Property Company shall not have materially changed since received notice from the Effective Dateholder or holders of more than 10% of the outstanding Shares, determined on a fully diluted basis, that such holder or holders have exercised or intend to exercise its or their appraisal rights under Section 262 of the DGCL. (c) The 179,656 Shares previously held by the Trust shall have been returned to the Company and canceled, as described in the third recital to this Agreement.

Conditions. A. In addition to PurchaserThis Agreement is expressly conditioned upon the Commission’s absolute right to terminate acceptance of all its provisions, without change or condition. If the Commission does not accept this Contract for any reason at any time during the Review Period, the obligation of Purchaser under this Contract to purchase the Property from Seller is subject to the satisfaction of each of the following conditions on or prior to the Closing DateAgreement in its entirety, any party hereto, at its sole option exercised within fifteen (15) days of such Commission order, may withdraw from this Agreement, in which conditions may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Date: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, event it shall be assumed deemed to be null and void and without effect and shall not be relied upon by the Company, Ratepayer Intervenors, Staff, the OCA, or any party to this proceeding, or the Commission, for any purpose. The Commission’s acceptance of this Agreement shall not constitute continuing approval of, or precedent regarding, any particular principle or issue in this proceeding. The discussions that produced this Agreement have been conducted on the explicit understanding that all offers of settlement relating thereto are and shall be confidential, shall be without prejudice to the position of any party or participant representing any such offer or participating in any such discussion, and are not to be used in connection with any future proceeding or otherwise. The Settling Parties agree that all testimony and supporting documentation should be admitted as full exhibits for purposes of reviewing this Agreement. The Settling Parties’ agreement to admit all testimony without challenge does not constitute agreement by the Settling Parties that the content of the Closing Date: (a) written testimony is accurate or what weight, if any, should be given to the views of any witness, except as may be specifically provided in this Agreement. The identification of the resolution of any specific issue in this Agreement does not indicate any of the Settling Parties’ agreement to that resolution for purposes of any future proceeding, nor does the reference to any other document bind the Settling Parties to the contents of, or recommendations in, that document for purposes of any future proceeding. The Commission’s approval of the recommendations in this Agreement shall not constitute a determination or precedent with regard to any specific adjustments, but rather shall constitute only a determination that the rates resulting from the agreement, and other specific conditions stated in this Agreement are just and reasonable and otherwise consistent with the law. This Agreement may be executed by facsimile and in counterparts, each of which shall be deemed to be an original, and all of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy which, taken together, shall satisfy the requirement that title to the Real Property shall be good and marketableconstitute one agreement binding on all Settling Parties. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein shall be true and correct in all material respects as of the Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effect. 4. The physical condition of the Property shall not have materially changed since the Effective Date.

Conditions. A. In addition Section 8.1 Conditions to Purchaser’s absolute right Each Party's Obligation to terminate this Contract for any reason at any time during Effect the Review Period, Merger. The respective obligations of each party to effect the obligation of Purchaser under this Contract to purchase the Property from Seller is Merger shall be subject to the satisfaction of each fulfillment at or prior to the Closing Date of the following conditions conditions: (a) This Agreement and the Merger shall have been adopted and approved by the affirmative vote of holders of (i) a majority of the outstanding shares of PZE Common Stock; and (ii) a majority of the outstanding shares of DVN Common Stock and the Northstar Exchangeable Shares voting as a single class with the DVN Special Voting Stock voting for the Northstar Exchangeable Shares as provided in DVN's charter. (b) The waiting period applicable to the consummation of the Merger shall have expired or been terminated under (i) the HSR Act and (ii) any mandatory waiting period under any applicable foreign competition or antitrust law or regulation where the failure to observe such waiting period referred to in this clause (ii) would have, individually or in the aggregate, a DVN Material Adverse Effect or a PZE Material Adverse Effect. (c) None of the parties hereto shall be subject to any decree, order or injunction of a court of competent jurisdiction, U.S. or foreign, which prohibits the consummation of the Merger; provided, however, that prior to invoking this condition each party agrees to comply with Section 7.5, and with respect to other matters not covered by Section 7.5, to use its commercially reasonable best efforts to have any such decree, order or injunction lifted or vacated; and no statute, rule or regulation shall have been enacted by any governmental authority which prohibits or makes unlawful the consummation of the Merger. (d) The Form S-4 shall have become effective and no stop order with respect thereto shall be in effect. (e) The shares of Newco Common Stock to be issued pursuant to the Merger shall have been authorized for listing on the NYSE or the AMEX, subject to official notice of issuance. Section 8.2 Conditions to Obligation of PZE to Effect the Merger. The obligation of PZE to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) DVN shall have performed in all material respects its covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Date: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions Date and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties of DVN and Newco contained herein in this Agreement and in any document delivered in connection herewith (i) to the extent qualified by DVN Material Adverse Effect or any other materiality qualification shall be true and correct and (ii) to the extent not qualified by DVN Material Adverse Effect or any other materiality qualification shall be true and correct so long as any failures of such representations and warranties to be true and correct, individually or in all material respects the aggregate, do not have a DVN Material Adverse Effect, as of the date of this Agreement and as of the Closing Date (except for representations and Seller will deliver to Purchaser at Closing warranties made as of a specified date, which need be true and correct only as of the specified date), and PZE shall have received a certificate of the DVN, executed on its behalf by its President or a Vice President of DVN, dated the Closing Date, certifying to that such effect. 4. The physical condition (b) PZE shall have received the opinion of ▇▇▇▇▇ & ▇▇▇▇▇, L.L.P., counsel to PZE, in form and substance reasonably satisfactory to PZE, dated the Closing Date, a copy of which shall be furnished to DVN, to the effect that (i) the Merger will be treated for federal income tax purposes as a reorganization within the meaning of section 368(a) of the Property Code and (ii) no gain or loss will be recognized by PZE or the stockholders of PZE who exchange all of their PZE Common Stock solely for Newco Common Stock pursuant to the Merger (except with respect to cash received in lieu of a fractional share interest in Newco Common Stock). In rendering such opinion, such counsel shall be entitled to receive and rely upon representations of officers of PZE and DVN as to such matters as such counsel may reasonably request. (c) At any time after the date of this Agreement, there shall not have materially changed since been any event or occurrence, individually or in the Effective Dateaggregate with all such events or occurrences, that have had or is likely to have a DVN Material Adverse Effect.

Conditions. A. In addition to (a) Each Backstop Purchaser’s absolute right to terminate this Contract for any reason at any time during the Review Period, the obligation of Purchaser under this Contract to purchase the Property from Seller shares of Class A Common Stock pursuant to its Backstop Commitment is subject to the satisfaction of each following conditions: (i) the Company shall be in compliance with its obligations under this Agreement in all material respects; (ii) the representations and warranties of the following conditions on or prior to the Closing Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Date: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” Company set forth in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein Agreement shall be true and correct as of the date of this Agreement and the Closing and the failure of any such representations and warranties to be so true and correct has not resulted in, and would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect; and (iii) to the extent required by the rules of Nasdaq, the Company shall have obtained the Stockholder Approval. (b) The Company’s obligations hereunder are subject to the following conditions: (i) the Backstop Purchasers shall be in compliance with their respective obligations under this Agreement in all material respects respects; (ii) the representations and warranties of the Backstop Purchasers hereunder shall be true and correct as of the date of this Agreement and the Closing Date and Seller will deliver the failure of any such representations and warranties to Purchaser at Closing be so true and correct has not resulted in, and would not reasonably be expected to result in, individually or in the aggregate, a certificate material adverse effect on the ability of the Backstop Purchasers to that effectconsummate the transactions contemplated by this Agreement; and (iii) to the extent required by the rules of Nasdaq, the Company shall have obtained the Stockholder Approval. 4. (c) The physical condition Closing is further subject to the satisfaction or waiver of the Property shall not have materially changed since following conditions: (i) consummation of the Effective DateRights Offering and delivery of the Subscription Notice to the Backstop Purchasers; (ii) to the extent required by the rules of Nasdaq, stockholder approval of this Agreement and the issuance of the Backstop Acquired Shares in compliance with Nasdaq Rule 5635 (the “Stockholder Approval”); and (iii) the consummation of the Exchange Transactions.

Conditions. A. In addition As a material inducement for the Purchaser to Purchaser’s absolute right enter into this Agreement, Seller hereby makes the following acknowledgments and representations: (a) That, it owns the tradenames to terminate the Products described herein. (b) The execution and delivery of this Contract for any reason at any time during the Review PeriodAgreement, the obligation consummation of Purchaser under this Contract the transactions herein contemplated and compliance with the terms of the Agreement will not result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, other agreement or instrument to purchase which the Property from Seller is subject a party or by which it or its assets are bound; or to the satisfaction best of each Seller's knowledge, any applicable regulation, judgment, order or decree of any governmental instrumentality or court, domestic or foreign, having jurisdiction over the Seller or its properties; (c) There are presently no contingent liabilities, factual circumstances, threatened or pending litigation, contractually assumed obligations or unasserted possible claims which might result in a material adverse change with respect to the premises being purchased herein; (d) The execution, delivery and performance of this Agreement and the transactions contemplated hereby do not require the consent, authority or approval of any other person or entity except such as have been obtained; (e) To the best of Sellers knowledge and belief no transactions have been entered into either by or on behalf of the following conditions on or prior Seller, other than in the ordinary course of business nor have any acts been performed which would adversely affect goodwill with respect to the Closing Datepremises being purchased herein; (f) The entering into of this Agreement and the performance thereof has been duly and validly authorized by all required corporate action, and does not require any consents, corporate, governmental or otherwise, other than such as have been unconditionally obtained; (g) The trademark/tradename, documentation, a copy of which conditions may be waived in whole or in is annexed hereto and made a part by Purchaser by written waiver at or prior to hereof as Exhibit A accurately reflects the Closing Date: 1. Title to the Real Property shall be good current ownership and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount registration of the Purchase Price. For purposes Seller and no additional information is required in order to render the information so provided not misleading; (h) As of determining whether the date of the execution of this Condition has written Agreement no events have occurred nor have any facts been satisfieddiscovered which materially alter in detrimental manner the trademarks of the Seller; (i) The foregoing representations and warranties do not contain any untrue statements nor do they fail to disclose information necessary in order to render the information provided not misleading; (j) The foregoing representations and warranties shall also be true, it shall be assumed that complete and accurate on and as of the Closing Date: , as if initially provided on such date, the Seller hereby covenanting and agreeing to do all things required therefore (a) all including within such obligation the abstinence from any actions, the performance of Purchaser’s “Requirements” set forth in which would render any of the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s foregoing representations and warranties contained herein shall be true and correct in all material respects inaccurate, as of the Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effect. 4. The physical condition of the Property shall not have materially changed since the Effective Date.);

Conditions. A. In addition 5.1 The obligations of the Sellers and the Purchaser to Purchaser’s absolute right complete the sale and purchase of the Shares are in all respects conditional on the satisfaction (or waiver, as the case may be) of the following matters (the “Conditions”): (a) with regard to terminate each of the Project Licences, the approval of the Botswanan Minister of Minerals and Energy to the change in control in the Group brought about by the sale and purchase of the Shares having been obtained, evidenced in writing and not withdrawn, such approval being either unconditional or on conditions that do not have a material adverse effect (the “Botswana CoC Condition”); (b) the approval of the Transaction by the Competition and Consumer Authority having been obtained, evidenced in writing and not withdrawn, such approval being either unconditional or on conditions that do not have a material adverse effect; (c) the approval of the Transaction by SAMR, ▇▇ving been obtained, evidenced in writing and not withdrawn; (d) the requisite majority of relevant shareholders of the Purchaser Guarantor as required under the rules entitled the “Rules (the “Listing Rules”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) as published by the Stock Exchange from time to time, shall have approved as a “Major Transaction” (as defined in the Listing Rules) by written shareholders' approval under Rule 14.44 of the Listing Rules, the entry by the Purchaser into this Contract Agreement and the transactions contemplated by this Agreement (the “Shareholder Approval Condition”); (e) completion by the Purchaser of an NDRC Filing; and (f) there shall be no Order in effect that prohibits the Sellers and Purchaser completing the sale and purchase of the Shares. For the avoidance of doubt, the Condition in Clause 5.1(d) shall not be waived by any of the Parties for any reason at whatsoever. 5.2 The Sellers shall use their best endeavours to procure the fulfilment of the Botswana CoC Condition as soon as possible, and in any time during event before the Review PeriodLong Stop Date including making all appropriate filings within ten (10) Business Days of this Agreement. 5.3 The Purchaser shall: (a) subject to Clause 5.6, use its best endeavours to procure the fulfilment of the Botswana CoC Condition and Antitrust Conditions as soon as possible, and in any event before the Long Stop Date, including making all appropriate filings within ten (10) Business Days of this Agreement (provided that all necessary information and documents are provided by the Sellers upon request with no unreasonable delay); (b) use its best endeavours to procure the fulfilment of the Shareholder Approval Condition as soon as possible, and in any event before the Long Stop Date; and (c) submit the NDRC Filing to the NDRC as soon as practicable following the date of this Agreement and in any event within ten (10) Business Days of this Agreement. 5.4 Without limiting the generality of Clause 5.3 and Clause 15.4, the obligation Purchaser Guarantor and Purchaser agree to provide or procure the provision of any guarantee in favour of the Government of Botswana in respect of the Group’s obligations under the Project Licences as may be requested by the Minister of Mineral Resources, Green Technology and Energy Security in connection with the satisfaction of the Botswana CoC Condition. 5.5 In respect of the Antitrust Conditions, the Purchaser under shall: (a) prepare and submit any notifications, filings or submissions (or drafts thereof as appropriate in certain jurisdictions) to the applicable Regulatory Authority within ten (10) Business Days from the later of the date of this Contract Agreement or, in the case of a Regulatory Authority not identified in this Agreement, the date of that Regulatory Authority issues a request or enquiry relating to purchase the Property from transactions contemplated by the Transaction Documents, with all information required in connection therewith, provided that all necessary information and documents are provided by the Sellers upon request with no unreasonable delay; (b) allow the Lead Seller the opportunity to participate in any important/substantial call or meeting with the Regulatory Authority, and within two (2) Business Days inform the Lead Seller of the content of any meeting, material conversation and any other communication which takes place between the Purchaser (or its Agents) and the Regulatory Authority in which the Lead Seller did not participate and provide copies or, in the case of non-written communications, a written summary, to the Lead Seller; (c) procure that the Lead Seller is subject given a reasonable opportunity to review and comment on drafts of all notifications, filings and submissions before they are submitted to the Regulatory Authority and provide the Lead Seller with final copies of all such notifications, filings and submissions (it being acknowledged that certain such drafts and/or documents may be shared on a confidential basis only with outside counsel) and take account of any reasonable comments that the Lead Seller may have; (d) use its best endeavours to avoid any declaration of incompleteness by the Regulatory Authority or any other suspension of the periods for clearance; (e) not, without the prior written consent of the Lead Seller, withdraw any notification, filing or submission made to the Regulatory Authority; and (f) bear all filing fees (and necessary translation costs) associated with the notification and filings made in order to satisfy the Antitrust Conditions, with each Party bearing its own legal fees. 5.6 In respect of the Conditions in Clause 5.1(a) and 5.1(b), nothing in this Agreement shall require the Purchaser to offer to the relevant Regulatory Authorities or to accept or agree any undertakings, commitments, conditions, modifications or remedies, whether involving divestments or disposals or constraints on prices or other behaviour or otherwise in order to obtain the satisfaction such Conditions (each, a “Regulatory Undertaking”), in each case to the extent that such a Regulatory Undertaking would have a material adverse effect. 5.7 The Sellers and the Purchaser agree that the Purchaser shall be primarily responsible for responding to all requests and enquiries from the Regulatory Authority and such requests and enquiries shall be dealt with, in each case, by the Lead Seller and the Purchaser in consultation with each other and the Lead Seller and the Purchaser shall co-operate with each other and the Regulatory Authority, to the extent necessary and on a confidential basis, and provide all necessary information and assistance reasonably required by the other or by the Regulatory Authority as soon as reasonably practicable upon being requested to do so, provided that any information provided in relation to a Seller (rather than the Group) shall be provided only to the Regulatory Authority and the Purchaser’s Lawyers on a strictly confidential basis and shall not be provided to the Purchaser. 5.8 Nothing in Clause 5.5 and 5.7 shall require a Party to share information, documents or communications with the other if prohibited by a Regulatory Authority from doing so. 5.9 Nothing in Clause 5.5 and 5.7 shall require a Party to disclose to or receive from the other any competitively sensitive information or business secrets. In order to comply with their obligations in Clause 5.5 and 5.7, the Parties will make arrangements for the provision of copies of relevant information, documents and communications to the other Party's external advisors on an external advisor only basis together with redacted versions excluding any such competitively sensitive information or business secrets to the other Party. 5.10 Without prejudice to Clauses 5.2 and 5.3, each of the Purchaser (on the one hand) and the Sellers (on the other hand) will promptly: (a) co-operate with the other with a view to achieving satisfaction of the Botswana CoC Condition; (b) provide the other with any necessary information, assistance and documents reasonably required for the purposes of making any submissions and notifications or filings necessary for the purposes of satisfying the Botswana CoC Condition; and (c) provide any Relevant Authority with any necessary information or documents required by such Relevant Authority for the purposes of satisfying the Botswana CoC Condition. 5.11 Each Seller undertakes to notify the Purchaser (and any other Seller which is not otherwise aware) in writing, and the Purchaser undertakes to notify the Sellers in writing, of anything which will or may prevent any of the Conditions from being satisfied on or before the Long Stop Date or Extended Long Stop Date (if applicable) promptly after it comes to their attention. 5.12 The Purchaser undertakes to notify the Lead Seller as soon as possible on becoming aware that any of the Conditions has been satisfied. 5.13 Each of the Sellers and the Purchaser shall bear and pay its own costs and expenses (including all legal expenses) incurred by it in connection with or incidental to the satisfaction of each the Conditions, save that the Purchaser shall be responsible for any fees, charges or other costs payable in connection with the submissions, notifications or filings referred to in Clause 5.5(a). 5.14 Except with the written consent of the following conditions Lead Seller, the Purchaser shall not, and shall procure that each member of the Purchaser’s Group shall not, directly or indirectly, either alone or in partnership or jointly or in conjunction with any person, as principal, agent, shareholder or in any other manner whatsoever, contact any Government Entities (including any Government Official thereof) in connection with the Transaction other than any Regulatory Authority. 5.15 The Lead Seller may, at its sole discretion, by written notice to the Purchaser, extend the Long Stop Date by up to three (3) months from the Long Stop Date, and the new Long Stop Date resulting from such extension shall be the “Extended Long Stop Date”. 5.16 If any of the Conditions are not fulfilled or waived on or before the Long Stop Date or the Extended Long Stop Date (if applicable), the Lead Seller may, at its sole discretion, be entitled to treat this Agreement as terminated subject to, and on the basis set out in, Clause 16.2. 5.17 If, at any time on or prior to the Closing DateLong Stop Date or the Extended Long Stop Date (if applicable), the Lead Seller becomes aware that any Condition cannot be satisfied or fulfilled and it has given notice thereof as contemplated by Clause 5.11, it may thereafter, in its sole discretion, be entitled to treat this Agreement as terminated subject to, and on the basis set out in, Clause 16.2. 5.18 Where the Agreement is terminated by the Lead Seller pursuant to Clause 5.16 or Clause 5.17 solely as a result of which conditions may be waived any one or more of the Conditions in whole Clauses 5.1(c), 5.1(d) or 5.1(e) not being satisfied, the Purchaser shall pay the Pro Rata Portion of the Break Fee to each Seller. The Purchaser shall make such payment within thirty (30) Business Days after the later of the date of termination and the date the Purchaser receives notice of US dollar-denominated bank account details from all Sellers. 5.19 Payment of the Break Fee in part by Purchaser by written waiver at or prior to the Closing Date: 1. Title to the Real Property accordance with Clause 5.18 shall be good the Sellers’ sole and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue exclusive remedy for such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketabletermination. 2. Seller shall have performed5.20 If, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either at any time on or prior to the Closing DateLong Stop Date or the Extended Long Stop Date (if applicable), the Lead Seller or the Purchaser concludes that there is an Order in effect as contemplated by Clause 5.1(f), such Party may provide written notice to the other Party at any time thereafter, at its sole discretion, terminating this Agreement subject to, and on the basis set out in, Clause 16.2. 3. All of Seller’s representations and warranties contained herein shall be true and correct in all material respects as of the Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effect. 4. The physical condition of the Property shall not have materially changed since the Effective Date.

Conditions. A. In addition to Purchaser’s absolute right to terminate this Contract for any reason at any time during 3.1 Completion of the Review Period, the obligation of Purchaser under this Contract to purchase the Property from Seller is subject to the satisfaction of each of Subscription shall be conditional upon the following conditions on or prior to the Closing Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Datehaving been satisfied: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all the passing of Purchaser’s “Requirements” set forth an ordinary resolution by the independent shareholders of the Company at the general meeting of the Company for approving the Specific Mandate and the allotment and issue of the New Shares by the Company in accordance with the Title Commitment have been satisfied; and Applicable Law (including the GEM Listing Rules); (b) the Escrow Agent’s willingness Listing Committee of the Hong Kong Stock Exchange granting approval for the listing of, and permission to issue deal in, the New Shares on the Hong Kong Stock Exchange and such owner’s title insurance policy shall satisfy approval and permission remaining in full force and effect; (c) the requirement that title passing of an ordinary resolution by the shareholders of the Company at the general meeting of the Company for approving the increase of authorised share capital of the Company to HK$65,000,000 divided into 650,000,000 shares of HK$0.1 each; (d) all necessary governmental approvals, consents, filings and reports for the Real Property shall be good completion of the Subscription having been obtained or duly filed (as applicable) by the Company; (e) all necessary governmental, shareholders’ and marketablethe third parties’ approvals, consents, filings and reports for the completion of the Subscription having been obtained or duly filed (as applicable) by the Subscriber; and (f) the transactions contemplated by the Acquisition Agreement having become unconditional in accordance with its terms (other than any condition relating to this Agreement having become unconditional). 2. Seller 3.2 The Company shall have performeduse all reasonable efforts to achieve satisfaction of the Conditions (a), observed (b), (c), (d) and complied with (f) as soon as possible before the Long Stop Date, and the Subscriber shall use all covenants, agreements and conditions required by this Contract reasonable efforts to be performed by, observed and complied with on its part either on or prior to achieve satisfaction of the Closing Condition (e) as soon as possible before the Long Stop Date. 33.3 The conditions specified in clause 3.1 above are not capable of being waived by any of the parties hereto. 3.4 In the event that Completion does not take place by the Long Stop Date, the parties shall then consult each other and discuss a later date for the satisfaction of the Conditions and the Completion as the parties may agree in writing. All of Seller’s representations and warranties contained herein In the event that the parties cannot agree to a later date, either party shall be true entitled to terminate this Agreement by written notice to the other party and correct in this Agreement and all material respects as rights and obligations of the Closing Date parties hereunder shall cease and Seller will deliver to Purchaser at Closing a certificate to that effectterminate save for accrued rights and obligations of the parties under this Agreement. 4. The physical condition 3.5 Each of the Property Parties shall, at the request of the relevant governmental authorities referred to in clause 3.1 (the Approval Authorities), furnish such information, supply such documents and do all such acts and things as may reasonably be required by such Approval Authorities in connection with the fulfillment of the Conditions in respect of such party, and each party shall not have materially changed since be responsible for its own fees in relation thereto. At the Effective Daterequest of a party, the other party shall update such party of the progress of the application for the approvals or consents from the Approval Authorities in relation to the Subscription as soon as possible.

Conditions. A. In addition to Purchaser’s absolute right to terminate this Contract for any reason at any time during the Review PeriodThe parties are submitting, formally, the obligation of Purchaser under this Contract current sale to purchase the Property from Seller is subject to the satisfaction of each of the following conditions on or prior that will accrue to the Closing Datebenefit of the BUYER and the SELLER, any meaning: EXPLOITATION PERMIT Receipt of which conditions may be waived a note or a certificate indicating the absence of administrative hindrances that are in whole the way of the free utilization of the assets according to their stated purposes or in part by Purchaser by written waiver at affecting their value. RIGHT OF PREEMPTION The cancellation of all preemption rights, private or prior public. MORTGAGES The pre-contract is agreed upon, also, under the condition that the state of liens on the property does not indicate the existence of mortgages for an amount that is higher than the sale price, or a court order for possession. And that this statement of lien does not indicate restrictions to the Closing Date: 1free utilization of the assets, or likely to diminish their value. Title LIABILITY-BUYER It is agreed that if the conditions listed below are met in the agreed upon time frame, and if the BUYER refuses to authenticate the agreement by the agreed upon date, he will have to pay the SELLER the sum of 10% of the sale price as flat compensation, fifteen days after the order to authenticate the agreement has been received, by certified letter with receipt confirmation to the Real Property shall BUYER. The BUYER will not have the ability to withdraw this clause. BINDING FORCE OF THE AGREEMENT This pre-contract binds the parties, except for the conditions attached to it. The BUYER will have to pay, at the latest on the day of effectiveness of the authenticated act described below, in the hands of ▇▇▇. ▇▇▇▇▇▇ ▇▇▇▇, esq., the expenses of this authenticated act, as well as the price stipulated above. The sale will be good and marketable as required hereinrealized by authenticated act to be received from ▇▇▇. ▇▇▇▇▇▇ ▇▇▇▇, free and clear esq., Notary in CERILLY, at the latest on September 15, 2003. This Notary has been chosen by common agreement of all liens and encumbrances and subject the parties. And the authenticated act has to no exceptions other than be realized at the Permitted Exceptions and latest at the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant date stipulated above, except in case of extension, until receipt of the last document necessary to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount registration of the Purchase Priceact by the Notary. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as The effectiveness of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in sale can only take place during a working day, during regular working hours. If this pre-contract expired on a non working day, its realization will have to take place at the Title Commitment have been satisfied; and (b) latest one day later. That date constitutes the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein shall be true and correct in all material respects as starting point when one of the Closing Date and Seller will deliver parties can force the other to Purchaser at Closing a certificate to that effectexecute their commitments. 4. The physical condition of the Property shall not have materially changed since the Effective Date.

Conditions. A. In addition to Purchaser’s absolute right to terminate this Contract for any reason at any time during The obligations of the Review Period, the obligation of Initial Purchaser under this Contract to purchase the Property from Seller is Notes under this Agreement are subject to the performance by each of the Co-Issuers and each Guarantor of their respective covenants and obligations hereunder and the satisfaction of each of the following conditions on conditions: (a) All the representations and warranties of the Company and the Subsidiaries contained in this Agreement and in each of the other Transaction Documents shall be true and correct as of the date hereof and at the Closing Date. On or prior to the Closing Date, the Company and each other party to the Transaction Documents (other than the Initial Purchaser) shall have performed or complied with all of the agreements and satisfied all conditions on their respective parts to be performed, complied with or satisfied pursuant to the Transaction Documents. (b) No injunction, restraining order or order of any nature by a Governmental Authority shall have been issued or threatened as of the Closing Date that would prevent or materially interfere with the consummation of the Offering or any of which conditions may the other Transactions under the Transaction Documents; and no stop order suspending the qualification or exemption from qualification of any of the Notes in any jurisdiction shall have been issued and no Proceeding for that purpose shall have been commenced or, to the knowledge of the Company after due inquiry, be waived in whole pending or contemplated as of the Closing Date. (c) No action shall have been taken and no Applicable Law shall have been enacted, adopted or issued that would, as of the Closing Date, prevent the consummation of the Offering or any of the other Transactions under the Transaction Documents. No Proceeding shall be pending or, to the knowledge of the Company after due inquiry, threatened other than Proceedings that (A) if adversely determined would not, individually or in the aggregate, adversely affect the issuance or marketability of the Notes, and (B) would not, individually or in the aggregate, have a Material Adverse Effect. (d) Subsequent to the respective dates as of which data and information is given in the Time of Sale Document and the Final Offering Circular, there shall not have been any Material Adverse Change. (e) The Notes shall have been designated PORTAL securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. relating to trading in the PORTAL market. (f) On or after the date hereof, (i) there shall not have occurred any downgrading, suspension or withdrawal of, nor shall any notice have been given of any potential or intended downgrading, suspension or withdrawal of, or of any review (or of any potential or intended review) for a possible change that does not indicate the direction of the possible change in, any rating of the Company or any securities of the Company (including, without limitation, the placing of any of the foregoing ratings on credit watch with negative or developing implications or under review with an uncertain direction) by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act, (ii) there shall not have occurred any change, nor shall any notice have been given of any potential or intended change, in the outlook for any rating of the Company or any securities of the Company by any such rating organization and (iii) no such rating organization shall have given notice that it has assigned (or is considering assigning) a lower rating to the Notes than that on which the Notes were marketed. (g) The Initial Purchaser shall have received on the date hereof and/or the Closing Date (as specified below): (i) certificates dated the Closing Date, signed by (1) the Chief Executive Officer and (2) the principal financial or accounting officer of the Company, on behalf of the Co-Issuers, to the effect that (a) the representations and warranties set forth in Section 4 hereof, in each of the Transaction Documents and the Perfection Certificate are true and correct with the same force and effect as though expressly made at and as of the Closing Date, except for the representations and warranties that were expressly as of a certain specified date, (b) each of the Co-Issuers and the Guarantors has performed and complied with all agreements and satisfied all conditions in all material respects on its part by Purchaser by written waiver to be performed or satisfied at or prior to the Closing Date: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of (c) at the Closing Date: (a) all , since the date hereof or since the date of Purchaser’s “Requirements” set forth the most recent financial statements in the Title Commitment Time of Sale Document and the Final Offering Circular (exclusive of any amendment or supplement thereto after the date hereof), no event or events have occurred, no information has become known nor does any condition exist that, individually or in the aggregate, would have a Material Adverse Effect, (d) since the date of the most recent financial statements in the Time of Sale Document and the Final Offering Circular (exclusive of any amendment or supplement thereto after the date hereof), other than as described in the Time of Sale Document and the Final Offering Circular or contemplated hereby, neither the Company nor any Subsidiary of the Company has incurred any liabilities or obligations, direct or contingent, not in the ordinary course of business, that are material to the Company and the Subsidiaries, taken as a whole, or entered into any transactions not in the ordinary course of business that are material to the business, condition (financial or otherwise) or results of operations or prospects of the Company and the Subsidiaries, taken as a whole, and there has not been satisfied; any change in the capital stock or short-term or long-term indebtedness of the Company or any Subsidiary of the Company that is material to the business, condition (financial or otherwise) or results of operations or prospects of the Company and the Subsidiaries, taken as a whole, and (be) the Escrow Agent’s willingness to issue sale of the Notes has not been enjoined (temporarily or permanently); (ii) a certificate, dated the Closing Date, executed by the Secretary of each Co-Issuer and Guarantor, certifying such owner’s title insurance policy shall satisfy matters as the requirement that title to Initial Purchaser may reasonably request; (iii) a certificate evidencing qualification by such entity as a foreign corporation and good standing issued by the Real Property shall be good Secretaries of State (or comparable office) of each of the jurisdictions in which each of the Co-Issuers and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or Guarantors operates as of a date within five days prior to the Closing Date.; 3. All (iv) a certificate of Seller’s representations solvency, dated the Closing Date, executed by the principal financial or accounting officer of the Company substantially in the form previously approved by the Initial Purchaser or its counsel; (v) the opinion of ▇▇▇▇▇▇▇▇ PC, counsel to the Company, dated the Closing Date, in the form of Exhibit A attached hereto; (vi) an opinion, dated the Closing Date, of ▇▇▇▇▇ Day, counsel to the Initial Purchaser, in form satisfactory to the Initial Purchaser covering such matters as are customarily covered in such opinions; (A) a customary comfort letter, dated the date hereof, from PricewaterhouseCoopers LLP, independent auditors with respect to the Company and warranties the Forbes Group, in form and substance reasonably satisfactory to the Initial Purchaser and its counsel, with respect to the financial statements and certain financial information contained herein shall be true in the Time of Sale Document, and correct (B) a customary comfort letter, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser and its counsel, to the effect that PricewaterhouseCoopers LLP reaffirms the statements made in its letter furnished pursuant to clause (A) with respect to the financial statements and certain financial information contained in the Time of Sale Document and the Final Offering Circular; (viii) an Officers’ Back-Up Certificate dated as of the date hereof and as of the Closing Date executed by the President and Chief Executive Officer and Senior Vice President and Chief Financial Officer of the Company providing back-up disclosure support as specified therein, in form and substance reasonably satisfactory to the Initial Purchaser; (ix) letters from holders of all material respects outstanding debt of the Company and its subsidiaries (or their predecessors in interest) (each of which is listed on Schedule III hereto) having the effect of confirming that, as of the Closing Date and Seller will deliver after giving effect to the use of proceeds from the Offering, for each such holder, the debt held thereby has been repaid, along with any repayment or repurchase premium, with the effect that none of the Company or any of its Subsidiaries owes any further amounts to such holder and all such respective agreements or arrangements have been terminated. (h) The terms of each Transaction Document shall conform in all material respects to the description thereof in the Time of Sale Document and the Final Offering Circular. Each of the Co-Issuers and Guarantors shall have executed and delivered, or caused to be delivered, to the Initial Purchaser (i) each of the Transaction Documents to which it is a party and (ii) the Notes being purchased by the Initial Purchaser at the Closing a certificate pursuant to that effectthis Agreement, in each case in form and substance reasonably satisfactory to the Initial Purchaser. 4. (i) The physical condition Initial Purchaser shall have received copies of all opinions, certificates, letters and other documents delivered under or in connection with the Offering or any other Transaction contemplated in the Transaction Documents. (j) The Notes Collateral Agent shall have received (with a copy for the Initial Purchaser) on the Closing Date: (i) appropriately completed copies of Uniform Commercial Code lien financing statements naming each Co-Issuer and Guarantor as a debtor and the Notes Collateral Agent as the secured party, or other similar instruments or documents to be filed under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the reasonable opinion of the Property Notes Collateral Agent and its counsel, desirable to perfect the security interests of the Notes Collateral Agent pursuant to the Collateral Agreements; (ii) appropriately completed copies of Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens (other than the security interests, liens or encumbrances permitted under the Indenture) of any Person in any Collateral described in any Collateral Agreement previously granted by any Person; (iii) certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11), or a similar search report certified by a party acceptable to the Notes Collateral Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements which name any Co-Issuer or Guarantor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall not cover any Collateral described in any Collateral Agreement, other than such financing statements that evidence the security interests, liens or encumbrances permitted under the Indenture); (iv) such other approvals, opinions, or documents as the Notes Collateral Agent may reasonably request in form and substance reasonably satisfactory to the Notes Collateral Agent; and (v) the Notes Collateral Agent and its counsel shall be satisfied that (i) the Liens granted to the Notes Collateral Agent, for the benefit of the Secured Parties in the Collateral described above is of the priority described in the Time of Sale Document and the Final Offering Circular; and (ii) no Lien exists on any of the Collateral described above other than the Liens created in favor of the Notes Collateral Agent, for the benefit of the Secured Parties, pursuant to a Collateral Agreement, in each case subject to the security interests, liens or encumbrances permitted under the Indenture. (k) Provision shall have materially changed since been made for the Effective Datefiling of all Uniform Commercial Code financing statements or other similar financing statements and Uniform Commercial Code Form UCC-3 termination statements.

Conditions. A. In addition (a) It shall be a condition to Purchaser’s absolute right to terminate this Contract for any reason at any time during the Review Period, the ESOP's obligation of Purchaser under this Contract to purchase the Property Shares hereunder that: (i) The Trustee obtain from Seller is subject FMV, a valuation opinion, dated as of the Closing Date, to the satisfaction of each effect that $7.3333 per share does not exceed the fair market value of the following conditions Shares as of the Closing Date and that the terms of the transaction contemplated hereunder are fair to the ESOP from a financial point of view; (ii) The ESOP obtain from the Company a loan in the amount of $11,000,000 on terms acceptable to the Company and the Trustee; (iii) The purchase of the Shares occurs simultaneously with the purchase by the ESOP of the additional (iv) The Trustee obtain from O'Melveny & Myer▇ ▇ ▇etter permitting the Trustee to rely on the opinion letter to be delivered by O'Melveny & Myer▇ ▇▇ connection with the closing of the loan under the Fleet Loan Agreement and the stock purchase under the Chur▇▇▇▇▇ Agreement; (v) The Trustee obtain a certificate dated as of the Closing Date, signed by a duly authorized officer of the Company, the truth and accuracy of which shall be a condition to the ESOP's obligation to purchase the Shares, and to the effect that (1) the representations and warranties of the Company set forth in Section 3(c) are to the best of his knowledge, after due inquiry, true and correct on and with respect to the Closing Date and (2) the Company has performed all of its obligations hereunder which are to be performed on or prior to the Closing Date, any ; and (vi) The Trustee shall have determined that the ESOP's purchase of which conditions may the Shares does not violate ERISA. (b) It shall be waived in whole or in part by Purchaser by written waiver at or prior a condition to the Closing DateSeller's obligation sell the Shares hereunder that: 1. Title (i) the purchase of the Shares occurs simultaneously with the purchase by the ESOP of the additional shares of Series B Stock being sold by other Company shareholders, and the contemporaneous redemption of the Series A stock, as described in Section 1(d); and (ii) the Trustee obtain from FMV the valuation opinion described in Section 5(a)(1). (c) It shall be a condition to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than Company's obligations hereunder that: (i) the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions Company obtain a term loan in the amount of $9,500,000 pursuant to the Purchase Price. For purposes terms of determining whether this Condition has been satisfied, it the Fleet Loan Agreement; and (ii) the Company obtain $6 million from the sale of preferred stock pursuant to the terms of the Chur▇▇▇▇▇ ▇▇▇eement. (d) It shall be assumed a condition to each party's obligations hereunder that as of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s each other party's representations and warranties contained herein shall be made under Section 3 are true and correct in all material respects as respects. Any violation of this condition not known prior to the Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effectdate the ESOP purchases the Shares shall constitute grounds for rescission. 4. The physical condition of the Property shall not have materially changed since the Effective Date.

Conditions. A. In addition (a) You will complete all necessary further documentation and execution same as may be reasonably required by the Company. (b) The Company and you agree that the terms and facts of this agreement and its contents may be disclosed as required by law. (c) You acknowledge that during the term of your employment you had access to Purchaserinformation which is confidential and/or proprietary to the Company and its clients, including but not limited to information of a business, financial or technical nature and all other information relating to the business and affairs of the Company and its clients which is not in the public domain through no fault on your part. You undertake and agree that all such information shall be and remain at all times the exclusive property of the Company. You further undertake and agree that you will at all times hereafter maintain such information in confidence and shall not disclose such information to anyone else nor shall you use it for your own benefit or for the benefit of others except as expressly directed in writing by the Company. (d) You shall deliver up to the Company, Company property in your possession or under your control including, without limitation, security passes to the Company’s absolute right premises and all Company documents, plans, financial data, laptop, computer discs, files, memoranda, correspondence and all documentation prepared or obtained by you in the course of your employment with the Company relating to terminate this Contract for its affairs. You undertake not to retain copies of any reason Company documentation in your possession or under your control, without the prior written consent of the Company. (e) The Parties will not at any time for a period of two (2) years from the date of execution hereof, in any fashion, form, or manner, criticize, denigrate or otherwise disparage or cause disparagement of any other Party, and will not say or do anything that damages or impairs in any way the goodwill and/or reputation of the Parties; provided that you may respond accurately and fully to any request for information if required by legal process or in connection with a government investigation. (f) You agree that for a period of one (1) year after the date of your signing the Form of Acceptance, without the written consent of the Company, you will not solicit any Company employee for purposes of employment unless requested by Company to do so. (g) You agree to cooperate fully with the Company in connection with its actual or contemplated defense, prosecution, or investigation of any claims or demands by or against third parties, or other matters arising from events, acts, or failures to act that occurred during the Review Periodperiod of your employment by the Company. Such cooperation includes, the obligation of Purchaser under this Contract to purchase the Property from Seller is subject without limitation, making yourself available to the satisfaction of each of the following conditions on Company upon reasonable notice, without subpoena, to provide complete, truthful and accurate information in witness interviews, depositions, and trial testimony. The Company will reimburse you for reasonable out-of-pocket expenses you incur in connection with any such cooperation (excluding foregone wages, salary, or prior other compensation) and will make reasonable efforts to the Closing Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Date: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketableaccommodate your scheduling needs. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by (h) You agree that the resolution of this Contract to be performed by, observed and complied with matter is dependent on its part either on or prior to you executing the Closing Dateattached Form of Acceptance. 3. All of Seller’s representations and warranties contained herein shall be true and correct in all material respects as of the Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effect. 4. The physical condition of the Property shall not have materially changed since the Effective Date.

Conditions. A. In addition 6.1 Conditions to PurchaserEach Party’s absolute right Obligation to terminate this Contract for any reason at any time during Effect the Review Period, Merger. The respective obligations of each party to effect the obligation of Purchaser under this Contract to purchase the Property from Seller is Merger shall be subject to the satisfaction fulfillment at or prior to the Closing Date of each of the following conditions on (unless waived by each of the parties hereto in accordance with the provisions of Section 7.8 hereof): (a) No preliminary or permanent injunction or other order, decree, statute, rule or regulation shall have been entered and remain in effect by any federal or s▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇, local or other governmental entity which prevents the consummation of the Merger or materially changes the terms or conditions of this Agreement. (b) All material consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board or other regulatory body required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made, except for the filing of the Articles of Merger and any documents required to be filed after the Effective Time. (c) The consummation of the Merger shall not violate applicable law. 6.2 Conditions to the Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following conditions (unless waived by the Company in accordance with the provisions of Section 7.8 hereof): (a) This Agreement and the Merger shall have been adopted and approved by Agreed Shareholder Approval. (b) SG shall have performed, in all material respects, all of its respective obligations contained herein that are required to be performed by SG at or prior to the Closing Date, and the Company shall have received a certificate of an Executive Officer of SG, dated the Closing Date, certifying to such effect. (c) The representations and warranties of SG contained in this Agreement and in any document delivered in connection herewith (disregarding any qualification contained therein with respect to materiality and material adverse effect) shall be true and correct as of the Closing Date (except those representations and warranties that address matters as of a particular date, which shall remain true and correct as of such date) with only such exceptions as would not in the aggregate have a material adverse effect on SG or its ability to perform its obligations hereunder. The Company shall have received a certificate of an Executive Officer of SG, dated the Closing Date, certifying to such effect. (d) The Company shall have received from SG certified copies of the resolutions of its Board of Directors and shareholders approving and adopting this Agreement, the Merger and the transactions contemplated hereby. (e) From the date of this Agreement through the Effective Time, there shall not have occurred any event that has had, or would be reasonably likely to have, a material adverse effect on SG or its ability to perform hereunder. (f) SG shall have executed and delivered such other documents and taken such other actions as the Company shall have reasonably requested. 6.3 Conditions to the Obligation of SG to Effect the Merger. The obligations of SG to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following conditions (unless waived by SG in accordance with the provisions of Section 7.8 hereof): (a) This Agreement and the Merger shall have been adopted and approved by Requisite Shareholder Approval. (b) There shall not be pending or threatened by any governmental entity any suit, action or proceeding (i) challenging or seeking to restrain or prohibit the consummation of the Merger or any of which conditions may the other transactions contemplated by this Agreement or seeking to obtain from SG or any of its affiliates any damages that are material to any such party, (ii) seeking to prohibit or limit the ownership or operation by the Company or any of its Subsidiaries of any material portion of the business or assets of the Company or any of its Subsidiaries or (iii) seeking to impose limitations on the ability of SG or any shareholder of SG to acquire or hold, or exercise full rights of ownership of, any shares of Company Common Stock, including, without limitation, the right to vote the Company Common Stock on all matters properly presented to the shareholders of the Company. (c) The Company shall have performed, in all material respects, all of its obligations contained herein that are required to be waived in whole or in part performed by Purchaser by written waiver the Company at or prior to the Closing Date: 1. Title to the Real Property , and SG shall be good and marketable as required herein, free and clear have received a certificate of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount executive officer of the Purchase Price. For purposes of determining whether this Condition has been satisfiedCompany, it shall be assumed that as of dated the Closing Date: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness , certifying to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketableeffect. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s (d) The representations and warranties of the Company contained herein in this Agreement and in any document delivered in connection herewith (disregarding any qualification contained therein with respect to materiality and Material Adverse Effect) shall be true and correct in all material respects as of the Closing Date (except those representations and Seller will deliver to Purchaser at Closing warranties that address matters as of a particular date, which shall remain true and correct as of such date) with only such exceptions as would not in the aggregate have a Material Adverse Effect on the Company. SG shall have received a certificate of an executive officer of the Company, dated the Closing Date, certifying to that such effect. 4. The physical condition (e) SG shall have received from the Company certified copies of the Property resolutions of the Company’s Board of Directors and shareholders approving and adopting this Agreement and the Merger and the transactions contemplated hereby. (f) SG shall have received evidence, in form and substance reasonably satisfactory to it, that all material licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental entities and other third parties have been obtained without, in the case of third parties, the payment or imposition of any costs or additional obligations. (g) From the date of this Agreement through the Effective Time, there shall not have materially changed since occurred any event that has had, or would be reasonably likely to have, a Material Adverse Effect on the Company. (h) Each director of the Company other than the Principals shall have resigned from the Company’s Board of Directors in writing, effective as of the Effective DateTime. (i) The Company shall have executed and delivered such other documents and taken such other actions as SG shall have reasonably requested.

Conditions. A. In addition to Purchaser’s absolute right to terminate this Contract for any reason at any time during the Review Period, the The obligation of Purchaser under Lender to be bound by the provisions of this Contract to purchase the Property from Seller is Amendment shall be subject to the satisfaction of each fulfillment of the following conditions precedent on or prior to before the Closing Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Datedate hereof: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) Lender shall have received all of Purchaser’s “Requirements” set forth the following, each in form and substance satisfactory to Lender, in its sole discretion, and each duly executed by each party thereto, other than Lender: (i) This Amendment; (ii) An agency fee letter agreement, duly executed by Borrower, in favor of Lender; and (iii) All other documents Lender may request with respect to any matter relevant to this Amendment or the Title Commitment have been satisfied; and transactions contemplated hereby. (b) the Escrow Agent’s willingness to issue No Event of Default shall have occurred and be continuing and no Default shall exist, unless such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketableEvent of Default or Default has been specifically waived in writing by Lender. 2. Seller (c) Borrower shall have performed, observed performed and complied with all covenants, agreements and conditions contained in the Agreement and the other Agreements which are required by this Contract to be performed by, observed and or complied with by Borrower before or on its part either on or prior to the Closing Datedate hereof. 3. All of Seller’s (d) The representations and warranties contained herein in the Agreement, as amended hereby, and the other Agreements shall be true and correct in all material respects as of the Closing Date date hereof, with the same force and Seller will deliver to Purchaser at Closing a certificate to that effecteffect as though made on and as of this date. 4. The physical (e) No material adverse change shall have occurred in the business operations, financial condition or prospects of Borrower, and no material adverse litigation shall be pending or, to the Property knowled~e of Borrower, threatened, against Borrower. (f) All corporate and legal proceedings and all documents required to be completed and executed by the provisions of, and all instruments to be executed in connection with the transactions contemplated by, this Amendment and any related agreements shall not have materially changed since the Effective Datebe satisfactory in form and substance to Lender.

Conditions. A. In addition to Purchaser’s absolute right to terminate this Contract for any reason at any time during The obligations of the Review Period, the obligation of Initial Purchaser under this Contract to purchase the Property from Seller is Notes under this Agreement are subject to the satisfaction (or waiver by the Initial Purchaser) of each of the following conditions on conditions: (a) All the representations and warranties of the Company and the Subsidiary Guarantor contained in this Agreement and in each of the Documents shall be true and correct as of the date hereof and at the Closing Date. On or prior to the Closing Date, the Company and each other party to the Documents (other than the Initial Purchaser) shall have performed or complied with all of the agreements and satisfied all conditions on their respective parts to be performed, complied with or satisfied pursuant to the Documents (other than conditions to be satisfied by such other parties, which the failure to so satisfy would not, individually or in the aggregate, have or result in a Material Adverse Effect). (b) No injunction, restraining order or order of any nature by a Governmental Authority shall have been issued as of the Closing Date that would prevent or materially interfere with the consummation of the Offering or any of which conditions may the transactions contemplated under the Documents; and no stop order suspending the qualification or exemption from qualification of any of the Notes in any jurisdiction shall have been issued and no Proceeding for that purpose shall have been commenced or, to the knowledge of the Company, be waived in whole pending or contemplated as of the Closing Date. (c) No action shall have been taken and no Applicable Law shall have been enacted, adopted or issued that would, as of the Closing Date, prevent the consummation of the Offering or any of the transactions contemplated under the Documents. No Proceeding shall be pending or, to the knowledge of the Company, threatened other than Proceedings that (A) if adversely determined would not, individually or in the aggregate, adversely affect the issuance or marketability of the Notes, and (B) would not, individually or in the aggregate, have or result in a Material Adverse Effect. (d) Subsequent to the respective dates as of which data and information is given in the Final Offering Circular, there shall not have been any Material Adverse Change. (e) The Notes shall have been designated PORTAL securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. relating to trading in PORTAL. (f) On or after the date hereof, (i) there shall not have occurred any downgrading, suspension or withdrawal of, nor shall any notice have been given of any potential or intended downgrading, suspension or withdrawal of, or of any review (or of any potential or intended review) for a possible change that does not indicate the direction of the possible change in, any rating of the Company or any securities of the Company (including, without limitation, the placing of any of the foregoing ratings on credit watch with negative or developing implications or under review with an uncertain direction) by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Act, (ii) there shall not have occurred any change, nor shall any notice have been given of any potential or intended change, in the outlook for any rating of the Company or any securities of the Company by any such rating organization and (iii) no such rating organization shall have given notice that it has assigned (or is considering assigning) a lower rating to the Notes than that on which the Notes were marketed. (g) The Initial Purchaser shall have received on the Closing Date: (i) certificates dated the Closing Date, signed by (1) the Chief Executive Officer and (2) the principal financial or accounting officer of the Company, on behalf of the Company, to the effect that (a) the representations and warranties set forth in Section 3 hereof and in each of the Documents and the information in the Perfection Certificate are true and correct in all material respects with the same force and effect as though expressly made at and as of the Closing Date, (b) the Company has performed and complied with all agreements and satisfied all conditions in all material respects on its part by Purchaser by written waiver to be performed or satisfied at or prior to the Closing Date, (c) at the Closing Date, since the date hereof or since the date of the most recent financial statements in the Final Offering Circular (exclusive of any amendment or supplement thereto after the date hereof), to the knowledge of such officers, no event or events have occurred, no information has become known nor does any condition exist that, individually or in the aggregate, would have or result in a Material Adverse Effect, (d) since the date of the most recent financial statements in the Final Offering Circular (exclusive of any amendment or supplement thereto after the date hereof), other than as described in the Final Offering Circular or contemplated hereby, neither the Company nor the Subsidiary Guarantor has incurred any liabilities or obligations, direct or contingent, not in the ordinary course of business, that are material to the Company and its Subsidiaries, taken as a whole, or entered into any transactions not in the ordinary course of business that are material to the business, condition (financial or otherwise) or results of operations or prospects of the Company and the Subsidiary Guarantor, taken as a whole, and there has not been any change in the capital stock or long-term indebtedness of the Company or the Subsidiary Guarantor that is material to the business, condition (financial or otherwise) or results of operations or prospects of the Company and the Subsidiary Guarantor, taken as a whole, and (e) the sale of the Notes has not been enjoined (temporarily or permanently). (ii) a certificate, dated the Closing Date, executed by the Secretary of the Company and the Subsidiary Guarantor, certifying such matters as the Initial Purchaser may reasonably request. (iii) a certificate of solvency, dated the Closing Date, executed by the principal financial or accounting officer of the Company substantially in the form previously approved by the Initial Purchaser. (iv) the opinion of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Company, dated the Closing Date, in the form of Exhibit A attached hereto. (v) an opinion, dated the Closing Date, of Mayer, Brown, ▇▇▇▇ & Maw LLP, counsel to the Initial Purchaser, in form satisfactory to the Initial Purchaser covering such matters as are customarily covered in such opinions. (h) The Initial Purchaser shall have received from Deloitte & Touche LLP, independent public accountants under the standards established by the American Institute of Certified Public Accountants, with respect to the Company, (A) a customary comfort letter, dated the date of the Final Offering Circular, in form and substance reasonably satisfactory to the Initial Purchaser, with respect to the financial statements and certain financial information contained in the Final Offering Circular, and (B) a customary comfort letter, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser, to the effect that Deloitte & Touche LLP reaffirms the statements made in its letter furnished pursuant to clause (A). (i) Each of this Agreement, the New Credit Agreement, the Indenture, the Collateral Agreements, the Intercreditor Agreement, the Registration Rights Agreement, the Notes and the Guarantees shall have been executed and delivered by all parties thereto, and the Initial Purchaser shall have received a fully executed original of each of the Documents. (j) The Initial Purchaser shall have received copies of all opinions, certificates, letters and other documents delivered under or in connection with the Offering or any transaction contemplated in the Documents. (k) The terms of each Document shall conform in all material respects to the description thereof in the Final Offering Circular. (l) On the Closing Date, the Company shall have paid or caused to have been paid in cash the reasonable fees and expenses of Mayer, Brown, ▇▇▇▇ & Maw LLP, counsel to the Initial Purchaser. (m) The Collateral Agent shall have received (with a copy for the Initial Purchaser) on the Closing Date: 1. Title (i) appropriately completed copies of Uniform Commercial Code financing statements naming the Company and the Subsidiary Guarantor as a debtor and the Collateral Agent as the secured party, or other similar instruments or documents to be filed under the Real Property shall be good and marketable as required herein, free and clear UCC of all liens jurisdictions as may be necessary or, in the reasonable opinion of the Collateral Agent and encumbrances and subject its counsel, desirable to no exceptions other than perfect the Permitted Exceptions and security interests of the Escrow Collateral Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title Security Agreement; (ii) appropriately completed copies of Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens (other than Permitted Liens) of any Person in any collateral described in any Security Agreement previously granted by any Person; (iii) certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11), or a similar search report certified by a party acceptable to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfiedCollateral Agent, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior dated a date reasonably near to the Closing Date, listing all effective financing statements which name the Company or the Subsidiary Guarantor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall cover any collateral described in any Collateral Agreement, other than such financing statements that evidence Permitted Liens); (iv) such other approvals, opinions, or documents as the Collateral Agent may reasonably request in form and substance reasonably satisfactory to the Collateral Agent; and (v) the Collateral Agent and its counsel shall be satisfied that (i) the Lien granted to the Collateral Agent, for the benefit of the Secured Parties in the collateral described above is of the priority described in the Final Offering Circular; and (ii) no Lien exists on any of the collateral described above other than the Lien created in favor of the Collateral Agent, for the benefit of the Secured Parties, pursuant to a Collateral Agreement, in each case subject to the Permitted Liens. 3(n) All Uniform Commercial Code financing statements or other similar financing statements and Uniform Commercial Code Form UCC-3 termination statements required pursuant to clause (m)(i) and (ii) above (collectively, the “Filing Statements”) shall have been delivered to CT Corporation System or another similar filing service company acceptable to the Collateral Agent (the “Filing Agent”). All The Filing Agent shall have acknowledged in a writing reasonably satisfactory to the Collateral Agent and its counsel (i) the Filing Agent’s receipt of Seller’s representations and warranties contained herein shall all Filing Statements, (ii) that the Filing Statements have either been submitted for filing in the appropriate filing offices or will be true and correct submitted for filing in all material respects as of the appropriate offices within ten days following the Closing Date and Seller (iii) that the Filing Agent will deliver to Purchaser at Closing a certificate to that effect. 4. The physical condition notify the Collateral Agent and its counsel of the Property shall not have materially changed since results of such submissions within 30 days following the Effective Closing Date.

Conditions. A. In addition 6.1 Conditions to Purchaser’s absolute right the Obligations of Navidec. The obligations of Navidec to terminate consummate the transactions contemplated by this Contract for any reason at any time during the Review Period, the obligation of Purchaser under this Contract to purchase the Property from Seller is Agreement are subject to the satisfaction satisfaction, at or before the consummation of the transactions contemplated hereby of each of the following conditions on or prior to the Closing Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Dateconditions: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment No action shall have been satisfied; taken, and no statute, rule, regulation or order shall have been promulgated, enacted, entered, enforced or deemed applicable to the transactions contemplated hereby by any federal, state or foreign government or governmental authority or by any court, domestic or foreign, including entry of a preliminary or permanent injunction, which would (i) make the transactions contemplated hereby illegal, (ii) adversely affect BPZ or BPZ's right to own its assets or operate its business, or (iii) if the transactions contemplated hereby are consummated, subject any officer, director, or employee of Navidec to criminal penalties or to civil liabilities not adequately covered by insurance or enforceable indemnification maintained by Navidec; (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property No action or proceeding before any court or governmental authority, domestic or foreign, by any government or governmental authority or by any other person, domestic or foreign, shall be good and marketable.threatened, instituted or pending which would (i) reasonably be expected to result in any way of the consequences referred to in clauses (i) through (iii) of paragraph (a) above, or (ii) relate to any person asserting a claim that (A) he, she or it is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, BPZ, or (B) is entitled to all or any portion of the Navidec Common Stock; 2. Seller (c) BPZ shall have performed, observed and complied in all material respects with all covenants, the agreements and conditions required by this Contract to be performed bycovenants herein, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s all representations and warranties contained of BPZ herein shall be true and correct in all material respects at the time of Closing as if made at that time, except to the extent they expressly relate to an earlier date, and Navidec shall have received a certificate to that effect to the best of the knowledge of BPZ, signed by the President of BPZ; (d) BPZ shall have acquired title to or licenses or leases related to the right to drill for oil and gas on the properties listed on Schedule 6.1(d). Furthermore, Navidec shall receive comfort that the borrowed funds utilized to acquire the rights described in this Section 6.1(d) are issued through facilities that at Closing are not in default and all covenants are at that date in good standing; (e) Navidec and BPZ shall together make arrangements for Navidec to receive debt or equity financing in one or more transactions to close at or prior to Closing, in an amount not less than $3 million, upon such terms and conditions as are acceptable to Navidec and BPZ (the "Financing"). The proceeds of the Financing will be held in escrow by Navidec and will be released immediately after Closing to be used by Navidec for working capital and general corporate purposes. (f) A Good Standing Certificate of BPZ, dated no more than 10 days prior to the Closing Date, from the Secretary of State of Texas; (g) The shareholders of BPZ shall have delivered to Navidec, one or more Certificates representing the BPZ Common Stock, together with a duly executed and completed letter of transmittal and all other documents and materials reasonably required by Navidec to be delivered in connection therewith; and 6.2 Conditions to the Obligations of BPZ. The obligations of BPZ to consummate the transactions contemplated hereby are subject to the satisfaction or waiver, at or before the consummation of the transactions contemplated hereby, of each of the following conditions: (a) No action shall have been taken, and no statute, rule, regulation or order shall have been promulgated, enacted, entered, enforced or deemed applicable to the transactions contemplated hereby by any federal, state or foreign government or governmental authority or by any court, domestic or foreign, including the entry of a preliminary or permanent injunction, which would (i) make the transactions contemplated hereby illegal, or (ii) if the transactions contemplated hereby are consummated, subject any officer, director or employee of BPZ to criminal penalties or to civil liabilities not adequately covered by insurance or enforceable indemnification maintained by Navidec; (b) No action or proceeding before any court or governmental authority, domestic or foreign, by any government or governmental authority or by any other person, domestic or foreign, shall be threatened, instituted or pending which would reasonably be expected to result in any of the consequences referred to in clauses (i) or (ii) of paragraph (a) above; (c) Navidec shall have complied in all material respects with its agreements and covenants herein, and all representations and warranties of Navidec and Merger Corp. herein shall be true and correct in all material respects at the time of Closing as if made at that time, except to the extent they expressly relate to an earlier date, and BPZ shall have received a certificate to that effect to the best of the knowledge of Navidec, signed by the President of Navidec; (d) The financing for a minimum of $3 million as described in Section 6.1(e) shall have been concluded. (e) Good Standing Certificates of Navidec and Merger Corp., dated no more than 10 days prior to the Closing Date, from the Secretary of State of Colorado; (f) All necessary third party and governmental consents and approvals required for transactions contemplated hereby shall have been obtained; (g) Navidec shall have delivered to BPZ copies of the resignations of all of the directors of Navidec and Merger Corp. as of the Closing Date and Seller will deliver Date, with the exception of Mr. John McKowen, which resignations ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ as of the Closing Date; (h) Navidec shall have delivered to Purchaser at Closing BPZ copies of the Leak Out Agreements executed by the individuals listed on Schedule 4.4; and (i) Navidec shall have delivered to BPZ a certificate to that effector certificates representing the BPZ Converted Shares. 4. The physical condition of the Property shall not have materially changed since the Effective Date.

Conditions. A. In addition 7.1 Conditions to Purchaser’s absolute right Each Party's Obligation to terminate this Contract for any reason at any time during Effect the Review Period, Mergers. The respective obligations of each party to effect the obligation of Purchaser under this Contract to purchase the Property from Seller is Mergers shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver fulfillment at or prior to the Closing DateEffective Date of the following conditions: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all No preliminary or permanent injunction or other order by any Federal or state court or by any governmental or regulatory body in the United States which prevents the consummation of Purchaser’s “Requirements” the Mergers or the transactions contemplated hereby shall have been issued and remain in effect (each party agreeing to use its best efforts to have any such injunction lifted and to seek to avoid any such injunction). (b) No statute, rule or regulation shall have been enacted by the government (or any governmental body or agency) of the United States or any state thereof that prevents the consummation of the Mergers or the transactions contemplated hereby. (c) No action or proceeding before any court or any governmental or regulatory authority and no investigation by any governmental or regulatory authority shall have been commenced (and be pending), against the Companies, SFX, the SFX Subs or any of their respective affiliates, associates, officers or directors seeking to prevent or materially delay the transactions contemplated hereby or challenging any of the terms or provisions of this Agreement or seeking material damages in connection therewith; provided, however, that in the case of an action or proceeding brought by a person other than a governmental or regulatory authority, the condition set forth in the Title Commitment this paragraph (d) shall be deemed to have been satisfied; satisfied with respect to such action or proceeding of SFX, the SFX Subs and (b) the Escrow Agent’s willingness Companies shall have been provided with an opinion of counsel satisfactory to issue such owner’s title insurance policy shall satisfy the requirement that title them to the Real Property shall effect that it is reasonably probable that the relief sought in such action or proceeding will not be good and marketablegranted. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein shall be true and correct in all material respects as of the Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effect. 4. The physical condition of the Property shall not have materially changed since the Effective Date.

Conditions. A. In addition to Purchaser’s absolute right to terminate this Contract for any reason at any time during the Review Period, the obligation of Purchaser under this Contract to purchase the Property from Seller This Agreement is subject to the satisfaction following conditions: Title: The title to the Land shall be good and free from encumbrances except the Vendor’s lien as provided herein, if any, and except for any Subdivision and other Municipal and Regional Agreements (the “Subdivision Agreements”), any Agreements with Veridian Connections Inc., building or other restrictions and covenants that run with the Land, any easements, licences or rights-of-way granted or to be granted for the installation and/or maintenance of each services, utilities and television transmission systems, if applicable, and any easements or rights-of-way granted or to be granted in accordance with the requirements of the following conditions on municipality or any other applicable authority or the Vendor, all of which the Purchaser shall accept. Title to the Land shall also be subject to the right of the Vendor and where applicable the Town of Ajax or the Region of Durham (the “Municipality”) to enter, make inspections and perform all things necessary to the completion of construction for the Land and adjoining properties, the performance of subdivision works and the correction of any work including grading and drainage and to easements for maintenance and/or access and encroachments for adjoining properties. If any of the foregoing easements, restrictions or rights are required to be created after the Closing Date of this transaction, the Purchaser shall execute any documents required in connection therewith. The Purchaser shall satisfy himself or herself as to compliance with such matters. The Purchaser is not to call for the production of any title documents not in the Vendor’s possession or under its control. The Purchaser is to be allowed until a date which is 30 days prior to the Closing DateDate specified in (Section) 3 hereof to examine title at the Purchaser’s expense, and if within that time that Purchaser shall furnish the Vendor in writing with any of valid objections to title which conditions may the Vendor shall be waived in whole unwilling or in part by unable to remove and which the Purchaser by written waiver at will not waive promptly when requested to do so, this Agreement shall, notwithstanding any intermediate acts or prior negotiations, terminate and the Deposit shall be returned to the Closing Date: 1Purchaser without interest or deduction and the Vendor shall not be liable for any damages or costs whatsoever. Title Except as to any valid objection so made within such time the Purchaser shall be conclusively deemed to have accepted the title of the Vendor to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketableLand. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein shall be true and correct in all material respects as of the Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effect. 4. The physical condition of the Property shall not have materially changed since the Effective Date.

Conditions. A. In addition (I) The obligations of the Company to Purchaser’s absolute right sell the Shares to terminate this Contract for any reason at any time during the Review Period, Underwriters and the obligation several obligations of Purchaser under this Contract the Underwriters to purchase and pay for the Property from Seller is Shares on the Closing Date are subject to the satisfaction condition that the Prospectus, as amended or supplemented, in relation to the Shares, shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period described for such filing by the rules and regulations under the Securities Act; as of the Closing Date and each Option Closing Date, no stop order suspending the effectiveness of the Registration Statement shall be in effect or shall be pending or, to the knowledge of the Company, threatened by the Commission. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Section 3(a)(62) under the Exchange Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 5(I)(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. Any officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date an opinion of Cravath, Swaine & ▇▇▇▇▇ LLP, outside counsel for the Company, dated the Closing Date, in form and substance reasonably acceptable to the Underwriters. (d) The Underwriters shall have received on the Closing Date an opinion of E. ▇▇▇▇▇ ▇▇▇▇, general counsel to the Company, dated the Closing Date, in form and substance reasonably acceptable to the Underwriters. (e) The Underwriters shall have received on the Closing Date an opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Underwriters, dated the Closing Date, in form and substance reasonably acceptable to the Underwriters. (f) The Underwriters shall have received, on each of the following conditions date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from each of KPMG LLP and PricewaterhouseCoopers LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (g) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and the officers and directors of the Company listed in Exhibit B hereto relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (h) The Shares shall have been approved for listing on the New York Stock Exchange (“NYSE”), subject only to official notice of issuance. (i) On or prior to the Closing Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior the Company shall have furnished to the Closing Date: 1. Title to Managers such further certificates and documents as the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketableManagers may reasonably request. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s (j) The representations and warranties of the Company contained herein shall be true and correct in all material respects on and as of the Closing Date. (II) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of the following: (a) a certificate, dated the Option Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effect. 4. The physical condition signed by an executive officer of the Property Company, confirming that the certificate delivered on the Closing Date pursuant to Section 5(I)(b) hereof remains true and correct as of such Option Closing Date; (b) an opinion of Cravath, Swaine & ▇▇▇▇▇ LLP, outside counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(I)(c) hereof; (c) an opinion of E. ▇▇▇▇▇ ▇▇▇▇, general counsel to the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(I)(d) hereof; (d) an opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, LLP, counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(I)(e) hereof; (e) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from each of KPMG LLP and PricewaterhouseCoopers LLP, independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(I)(f) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not have materially changed since earlier than three business days prior to such Option Closing Date; (f) such other documents as you may reasonably request with respect to the Effective good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares; and (g) The representations and warranties of the Company contained herein shall be true and correct on and as of the Option Closing Date.

Conditions. A. In addition to Purchaser’s absolute right to terminate this Contract for any reason at any time during The obligations of the Review Period, the obligation of Initial Purchaser under this Contract to purchase the Property from Seller is Notes under this Agreement are subject to the satisfaction of each of the following conditions on or waiver thereof by the Initial Purchaser: (a) All the representations and warranties of the Company and its Subsidiaries contained in this Agreement and in each of the Documents and the Perfection Certificate, dated the date hereof, of the Company shall be true and correct as of the date hereof and at the Closing Date. On or prior to the Closing Date, the Company and each other party to the Documents (other than the Initial Purchaser) shall have performed or complied with all of the agreements and satisfied all conditions on their respective parts to be performed, complied with or satisfied pursuant to the Documents (other than conditions to be satisfied by such other parties, which the failure to so satisfy would not, individually or in the aggregate, have a Material Adverse Effect). (b) No injunction, restraining order or order of any nature by a Governmental Authority shall have been issued as of the Closing Date that would prevent or materially interfere with the consummation of the Offering or any of which conditions may the transactions contemplated under the Documents; and no stop order suspending the qualification or exemption from qualification of any of the Notes in any jurisdiction shall have been issued and no Proceeding for that purpose shall have been commenced or, to the knowledge of the Company, be waived in whole pending or contemplated as of the Closing Date. (c) No action shall have been taken and no Applicable Law shall have been enacted, adopted or issued that would, as of the Closing Date, prevent the consummation of the Offering or any of the transactions contemplated under the Documents. No Proceeding shall be pending or, to the knowledge of the Company, threatened other than Proceedings that (A) if adversely determined would not, individually or in the aggregate, adversely affect the issuance or marketability of the Notes, and (B) would not, individually or in the aggregate, have a Material Adverse Effect. (d) Subsequent to the respective dates as of which data and information is given in the Final Offering Circular, there shall not have been any Material Adverse Change. (e) The Notes shall have been designated PORTAL securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. relating to trading in the PORTAL market. (f) On or after the date hereof, (i) there shall not have occurred any downgrading, suspension or withdrawal of, nor shall any notice have been given of any potential or intended downgrading, suspension or withdrawal of, or of any review (or of any potential or intended review) for a possible change that does not indicate the direction of the possible change in, any rating of the Company or any securities of the Company (including, without limitation, the placing of any of the foregoing ratings on credit watch with negative or developing implications or under review with an uncertain direction) by any "nationally recognized statistical rating organization" as such term is defined for purposes of Rule 436(g)(2) under the Act, (ii) there shall not have occurred any change, nor shall any notice have been given of any potential or intended change, in the outlook for any rating of the Company or any securities of the Company by any such rating organization and (iii) no such rating organization shall have given notice that it has assigned (or is considering assigning) a lower rating to the Notes than that on which the Notes were marketed. (g) The Initial Purchaser shall have received on the Closing Date: (i) certificates dated the Closing Date, signed on behalf of the Company by (1) the Chief Executive Officer and (2) the principal financial or accounting officer of the Company, on behalf of the Company, to the effect that (a) the representations and warranties set forth in Section 4 hereof are true and correct in all material respects with the same force and effect as though expressly made at and as of the Closing Date, (b) the Company has complied with all Documents and satisfied all conditions in all material respects on its part by Purchaser by written waiver to be performed or satisfied at or prior to the Closing Date: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of (c) at the Closing Date: , since the date hereof or since the date of the most recent financial statements in the Final Offering Circular (aexclusive of any amendment or supplement thereto after the date hereof) no event or events have occurred, no information has become known to the Company nor does any condition exist that, individually or in the aggregate, would have a Material Adverse Effect, (d) since the date of the most recent financial statements in the Final Offering Circular (exclusive of any amendment or supplement thereto after the date hereof), other than as described in the Final Offering Circular or contemplated hereby or thereby, neither the Company nor any Subsidiary of the Company has incurred any liabilities or obligations, direct or contingent, not in the ordinary course of business, that are material to the Company and its Subsidiaries, taken as a whole, or entered into any transactions not in the ordinary course of business that are material to the business, condition (financial or otherwise) or results of operations or prospects of the Company and its Subsidiaries, taken as a whole, and there has not been any change in the Capital Stock or long-term Indebtedness of the Company or any Subsidiary of the Company that is material to the business, condition (financial or otherwise) or results of operations or prospects of the Company and its Subsidiaries, taken as a whole, and (e) the sale of the Notes has not been enjoined (temporarily or permanently); (ii) a certificate, dated the Closing Date, executed on behalf of the Company by the Secretary of the Company, certifying such matters as the Initial Purchaser may reasonably request; (iii) a certificate of solvency, dated the Closing Date, executed on behalf of the Company by the principal financial or accounting officer of the Company substantially in the form previously approved by the Initial Purchaser; (iv) the opinion of Golenbock Eiseman Assor Bell & Peskoe LLP, special New York counsel ▇▇ ▇▇▇ ▇▇▇▇▇n▇, ▇ate▇ ▇▇▇ Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser; and (v) the opinion of Mayer, Brown, Rowe & Maw LLP, special New York counsel to the Initial P▇▇▇▇aser, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser. (h) The Initial Purchaser shall have received from PricewaterhouseCoopers LLP, independent auditors, with respect to the Company, (A) a customary comfort letter, dated the date of the Final Offering Circular, in form and substance reasonably satisfactory to the Initial Purchaser, with respect to the financial statements and certain financial information contained in the Final Offering Circular, and (B) a customary "bring down" comfort letter, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser, to the effect that PricewaterhouseCoopers LLP reaffirms the statements made in its letter furnished pursuant to clause (A) above. (i) Each of the Documents shall have been executed and delivered by all parties thereto, and the Initial Purchaser shall have received a fully executed original of each Document. (j) The Initial Purchaser shall have received copies in form and substance reasonably satisfactory to it of all opinions, certificates, letters and other documents delivered or required to be delivered under or in connection with the Offering or any transaction contemplated in the Documents. (k) The Initial Purchaser shall have received the Final Offering Circular, and the terms of each Document shall conform in all material respects to the description thereof in the Final Offering Circular. (l) None of the parties to any of the Documents shall be in breach or default of any of their respective obligations in any material respect. (m) On the Closing Date, the Company shall have paid or caused to have been paid in cash the fees and expenses of Mayer, Brown, Rowe & Maw LLP, special New York counsel to the Initial Purcha▇▇▇. (n) The Collateral Agent shall have received for the benefit of the Secured Parties: (i) certificates (in the case of Capital Securities (as defined in the Security Agreement)) evidencing all of Purchaser’s “Requirements” set forth the issued and outstanding Capital Securities of each direct Subsidiary of the Company, which certificates, in each case, shall be accompanied by undated instruments of transfer duly executed in blank, or, if any Capital Securities (in the Title Commitment have case of Capital Securities that are securities (as defined in Section 8-102(a)(15) of the New York UCC)) are uncertificated Capital Securities, confirmation and evidence satisfactory to the Collateral Agent that the security interest therein has been satisfied; transferred to and perfected by the Collateral Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the New York UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities; (bii) the Escrow Agent’s willingness Financing Statement naming the Company as debtor and the Collateral Agent as secured party in appropriate form for filing in the Filing Office opposite the name of the Company on Schedule II attached hereto; (iii) copies of proper Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to issue such owner’s title insurance policy shall satisfy the requirement that title release all Liens and other rights of any Person (other than Permitted Liens) in any collateral previously granted to any Person; (iv) certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11), or a similar search report certified by a party acceptable to the Real Property shall be good and marketable. 2. Seller shall have performedCollateral Agent, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior dated a date reasonably near to the Closing Date, listing all effective financing statements which name the Company (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall cover any assets of the Company (other than any Uniform Commercial Code financing statement evidencing a Permitted Lien)); and (v) such other approvals, opinions, or documents as the Collateral Agent may reasonably request in form and substance reasonably satisfactory to the Collateral Agent. 3. All of Seller’s representations and warranties contained herein (o) The Initial Purchaser shall be true and correct in all material respects as satisfied that (i) the Lien granted to the Collateral Agent, for the benefit of the Closing Date Secured Parties, in the Collateral is a valid and Seller will deliver enforceable Lien (subject in priority only to Purchaser at Closing Specified Permitted Liens); and (ii) no Lien exists on any of the Collateral other than the Lien created in favor of the Collateral Agent, for the benefit of the Secured Parties, pursuant to a certificate to that effectCollateral Agreement, or Permitted Liens. 4. (p) The physical condition Company shall have deposited into the Escrow Account sufficient cash which, together with the gross proceeds to be received from the Offering, would yield the Escrow Redemption Price, plus accrued but unpaid interest to, but excluding, the Escrow Redemption Date (both as defined in the Offering Circular) for all of the Property Notes and shall not have materially changed since provided to the Effective DateInitial Purchaser evidence thereof reasonably satisfactory to the Initial Purchaser.

Conditions. A. In addition to Purchaser’s absolute right to terminate this Contract for any reason at any time during the Review Period, the The obligation of Purchaser under this Contract the Investor to purchase the Property from Seller Units at the Closing is subject to the satisfaction of each of the following conditions on or prior to the Closing Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Dateconditions: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s The representations and warranties of the Company contained herein shall be true and correct in all material respects on and as of the Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effectDate. 4(b) There shall be no preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, nor any statute, rule, regulation or order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining the sale or purchase of the Units. (c) At the Closing, the Investor shall be reasonably satisfied that: The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of its incorporation and is duly qualified to do business and is in good standing in all jurisdictions in which the failure to so qualify would have a material adverse effect on the business of the Company. To the best knowledge of the Company, no consent, authorization or order of, and no filing with, any court, government agency or other body is required for the issuance of the Unit Notes or for the issuance by the Company of the underlying Shares or such Unit Note, or otherwise in accordance with the terms of the Agreement, the Unit Note, except for compliance with any applicable federal and/or state securities laws. This Agreement and the Exhibits hereto have each been duly and validly authorized, executed and delivered by the Company. The physical Unit Note and the Shares have been duly authorized and are, upon the exercise of and payment therefor, validly issued, fully paid and non-assessable; all corporate action required to be taken for the authorization, issue and sale of such securities has been duly and validly taken; to the best knowledge of the Company, the Unit Note, and the Shares are not and will not be subject to the preemptive rights of any stockholder of the Company. The authorized capital stock of the Company and the outstanding Securities of the Company are as set forth in the Disclosure Documents. There are no other securities issued and outstanding, or if such securities do exist, that such securities have been duly authorized and are non-assessable; all issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable. To the best knowledge of the Company other than as set forth in the Disclosure Documents, the holders thereof have no rights of rescission with respect thereto. To the best knowledge of the Company, except for transactions contemplated by the Subscription Agreement, and the Unit Note, and except as otherwise described in the Subscription Agreement, the Schedules and other documents delivered in connection therewith, there are (A) no voting trusts or agreements among, or irrevocable proxies executed by, stockholders of the Company, (B) no existing rights of stockholders to require the Company to register any securities of the Company or to participate with the Company in any registration by the Company of its securities, and (C) no outstanding warrants, options or rights to subscribe for or purchase any capital stock or other securities from the Company . To the best knowledge of the Company, other than as disclosed in the Disclosure Documents, there is no litigation or government proceeding pending against, or involving the properties or business of the Company which might materially and adversely affect the value or the operation of the properties or the business of the Company. Neither the execution and delivery of this Agreement nor the Exhibits hereto, nor the issue and sale of the Unit Note, or the Shares nor the consummation of any of the transactions contemplated therein, nor the compliance by the Company with the terms and provisions thereof, has conflicted with or will conflict with, or has resulted in or will result in any violation of the provisions of the Certificate of Incorporation or the Bylaws of the Company, or, to the best knowledge of the Company, constituted or will constitute a default under, or has resulted in or will result in the creation or imposition of any lien, charge or encumbrance upon any material property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, note, loan or credit agreement known to the Company, or any other agreement or instrument evidencing an obligation for borrowed money known to the Company or any other material agreement or instrument known to the Company, to which the Company is a party or by which the Company may be bound, the violation of which would have a material adverse effect on the Company, other than as described in the Disclosure Documents. (d) On or prior to the Closing Date, the Investor shall have been furnished such documents, certificates and opinions as they may reasonably require for the purpose of enabling them to review or pass upon the matters set forth herein, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. (e) Prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition, prospects or the business activities, financial or otherwise, of the Company as a whole, from the latest dates as of which such condition is set forth in this Subscription Agreement and the Disclosure Documents; (ii) there shall have been no transaction, not in the ordinary course of business, entered into by the Company from the latest date as of which the financial condition of the Property Company is set forth in this Subscription Agreement and the Disclosure Documents which is material to the company and which has not been disclosed to the Investors in writing; (iii) the Company shall not be in default in any material respect under any provision of any instrument relating to any outstanding indebtedness; (iv) no material amount of the assets of the Company shall have been pledged or mortgaged; and (v) no action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or affecting any of its respective properties or businesses before or by any court of federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding could materially changed since adversely affect the Effective Datebusiness, operations, prospects or financial condition or income of the Company.

Conditions. A. In addition The several obligations of the Selling Stockholder to Purchaser’s absolute right sell the Shares, to terminate this Contract for any reason at any time during the Review Period, Underwriters and the obligation several obligations of Purchaser under this Contract the Underwriters to purchase and pay for the Property from Seller is Shares on the Closing Date are subject to the satisfaction of each of conditions that the following conditions on or Registration Statement shall have become effective prior to the Closing Date, any date hereof. The several obligations of which conditions may be waived in whole or in part by Purchaser by written waiver at or the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: 1. Title to (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the Real Property shall be good and marketable as required hereindirection of the possible change, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount rating accorded any of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as securities of the Closing Date: Company or any of its Subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; and (aii) all there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of Purchaser’s “Requirements” the Company and its Subsidiaries, taken as a whole, from that set forth in the Title Commitment have been satisfied; Time of Sale Prospectus that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy Closing Date (i) a certificate, dated the requirement that title Closing Date and signed by an executive officer of the Company, to the Real Property shall be good effect set forth in Section 6(a)(i) above and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s effect that the representations and warranties of the Company contained herein shall be in this Agreement are true and correct in all material respects as of the Closing Date and Seller will deliver that the Company has complied with all of the agreements and satisfied all of the conditions on its part to Purchaser at be performed or satisfied hereunder on or before the Closing Date and (ii) a certificate, dated the Closing Date and signed by an executive officer of GE, to the effect that the representations and warranties of GE contained in this Agreement are true and correct as of the Closing Date and that GE has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. Each officer signing and delivering each such certificate may rely upon the best of his or her knowledge as to that effectproceedings threatened. 4(c) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, outside counsel for the Company, each dated the Closing Date, in form and substance reasonably satisfactory to the Representatives. (d) The Underwriters shall have received on the Closing Date an opinion of ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for GE, dated the Closing Date, in form and substance reasonably satisfactory to the Representatives. (e) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Underwriters, each dated the Closing Date, in form and substance reasonably satisfactory to the Representatives. With respect to the negative assurance letter referenced in Section 6(c) above, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP may state that their opinions and beliefs in such letter are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. With respect to Section 6(d) above, ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP may rely upon an opinion or opinions of counsel for the Selling Stockholder and, with respect to factual matters and to the extent such counsel deems appropriate, upon the representations of the Selling Stockholder contained herein and in other documents and instruments; provided that (A) each such counsel for the Selling Stockholder is satisfactory to your counsel, (B) a copy of each opinion so relied upon is delivered to you and is in form and substance satisfactory to your counsel, (C) copies of any such other documents and instruments shall be delivered to you and shall be in form and substance satisfactory to your counsel and (D) ▇▇▇▇, ▇▇▇▇▇, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP shall state in their opinion that they are justified in relying on each such other opinion. The physical condition opinions and negative assurance letters, as applicable, of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP described in Sections 6(c) and 6(d) above (and any opinions of counsel for the Selling Stockholder referred to in the immediately preceding paragraph) shall be rendered to the Underwriters at the request of the Property Company or the Selling Stockholder, as the case may be, and shall so state therein. (i) The Underwriters shall have received, on each of the date hereof and the Closing Date, from KPMG LLP, independent registered public accountants for the Company, one or more letters dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Representatives, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the audited and unaudited financial statements and certain financial information of the Company contained or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and (ii) the Underwriters shall have received, on each of the date hereof and the Closing Date, from Deloitte & Touche LLP, independent registered public accountants for the Company, one or more letters dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Representatives, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the audited and unaudited financial statements and certain financial information of the Company contained or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that each such letter delivered on the Closing Date shall use a “cut-off date” not have materially changed since earlier than the Effective date hereof. (g) The “lock-up” agreements, each substantially in the forms attached as Exhibit A hereto, between (i) you and GE and (ii) you and certain officers and directors of the Company each listed in Schedule III hereto, relating to sales and certain other dispositions of shares of Common Stock and/or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (h) The Underwriters shall have received such other documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Firm Shares and other matters related to the issuance of such Firm Shares. (i) The Debt-for-Equity Exchange shall have been consummated (i) in accordance with the terms and conditions of the Exchange Agreement and (ii) consistent with the description thereof set forth in the Time of Sale Prospectus and the Prospectus. (j) The Financial Industry Regulatory Authority, Inc. has confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements relating to the offering of the Securities. (k) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of the following: (i) (A) a certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to clause 6(b)(i) above remains true and correct as of such Option Closing Date and (B) a certificate, dated the Option Closing Date and signed by an executive officer of GE, confirming that the certificate delivered on the Closing Date pursuant to clause 6(b)(ii) above remains true and correct as of such Option Closing Date; (ii) an opinion and negative assurance letter of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, outside counsel for the Company, each dated the Option Closing Date, in connection with the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(c) above; (iii) an opinion of ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, outside counsel for GE, dated the Option Closing Date, in connection with the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(d) hereof; (iv) an opinion and negative assurance letter of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Underwriters, each dated the Option Closing Date, in connection with the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(e) hereof; (v) one or more letters dated the Option Closing Date, in form and substance satisfactory to the Representatives, from KPMG LLP, independent registered public accountants for the Company, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to clause 6(f)(i) hereof; provided that each such letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than two business days prior to such Option Closing Date; and one or more letters dated the Option Closing Date, in form and substance satisfactory to the Representatives, from Deloitte & Touche LLP, independent registered public accountants for the Company, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to clause 6(f)(ii) hereof; provided that each such letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than two business days prior to such Option Closing Date; and (vi) such other documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. In addition to the above, the obligations of the Underwriters to purchase and pay for the Shares pursuant to this Agreement are subject to the Selling Stockholder having received a counterpart of the Exchange Agreement that shall have been executed and delivered by a duly authorized officer of GE, and GE having delivered the Shares to the Selling Stockholder in accordance with the Exchange Agreement.

Conditions. A. In addition Although the parties intend to Purchaser’s absolute right to terminate enter into a definitive purchase agreement for the purchase of the Shares consistent with the provisions of this Contract for any reason at any time during Agreement (the Review Period"Purchase Agreement"), the obligation of Purchaser under parties hereto acknowledge and agree that this Contract Agreement is intended to purchase the Property from Seller be a legally binding agreement, enforceable in accordance with its terms, and is not intended to be subject to the satisfaction execution of each such additional documentation. Such definitive Purchase Agreement shall be negotiated in good faith and contain reasonable and customary representations, warranties, conditions, indemnification agreements, and covenants. The parties will use their best efforts to cause the definitive agreement to be prepared in final form and executed not later than 30 days after the execution of this Agreement. The following are conditions to the respective obligations of the following conditions on or prior Shareholders and the Purchaser, irrespective of whether a Purchaser Agreement is executed: (i) the Shareholders' obligation to consummate the Closing shall be subject to the Closing Date, any of condition that the amount which conditions may be waived in whole Purchaser is required to pay to IWCH or in part by Purchaser by written waiver at or prior to the Closing Date: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be is otherwise prepared to issue an owner’s title insurance policy pursuant pay to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions IWCH in the amount respect of the Purchase Price. For purposes of determining whether this Condition has been satisfiedPrice at the Closing, it is at least [*] and (ii) Purchaser's obligation to consummate the CONFIDENTIAL TREATMENT REQUESTED Closing shall be assumed that as of subject to the Closing Datefollowing conditions: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfiedShares shall be owned by the Shareholders; and (b) as of the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property Closing there shall be good a minimum of [*] Caracas Qualified Channels and marketable. 2. Seller shall have performed, observed and complied [*] Non-Caracas Qualified Channels; (c) the Companies with respect to all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein shall be true and correct such Channels are in compliance in all material respects with all applicable rules and requirements of Conatel; (d) the Shareholders, with respect to the Companies and the Channels, and the Companies have complied in all material respects with or are not in violation of all applicable requirements of Venezuelan and United States law, including the United States Foreign Corrupt Practices Act; (e) all of the representations and warranties made by the Shareholders in the Purchase Agreement shall have been true and correct when made and as of the Closing Date time of the Closing; and Seller will deliver (f) Purchaser shall have had the opportunity to perform such due diligence and verifications as Purchaser at Closing a certificate shall deem reasonable with regard to that effect. 4the Companies and their channels and licenses and Purchaser shall be reasonably satisfied with the results of such verifications and due diligence. The physical condition parties shall also use their best efforts to satisfy all conditions to the obligations of the Property parties to consummate the Closing and to cause the Closing to occur as soon as practicable. In any event the Closing shall not have materially changed since occur, regardless of whether the Effective DatePurchase Agreement is executed, within five business days following the determination by Purchaser that, based on the Required Comfort received by Purchaser and the amount of then-Qualified Channels, the amount of the Purchase Price payable at the Closing shall be a minimum of [*] subject to the satisfaction of the conditions to the obligations of the parties, any of which may be waived.

Conditions. A. In addition 8.1 Conditions to Purchaser’s absolute right Each Party's Obligation to terminate this Contract for any reason at any time during Effect the Review Period, the Merger. The obligation of Purchaser under this Contract each party hereto to purchase effect the Property from Seller is Merger shall be subject to the satisfaction of each fulfillment at or prior to the Closing Date of the following conditions conditions: (a) The Acquiror Voting Proposal shall have been approved in the manner required by applicable law, by the applicable regulations of The Nasdaq Stock Market, Inc. and by the vote of the requisite holders of the issued and outstanding shares of capital stock of the Acquiror under applicable law and the certificate of incorporation of the Acquiror. The Company Voting Proposal shall have been approved in the manner required by applicable law and by the vote of the requisite holders of the issued and outstanding shares of capital stock of the Company under applicable law and the certificate of incorporation of the Company. (b) The waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated. (c) None of the parties hereto shall be subject to any order or injunction of a court of competent jurisdiction which prohibits the consummation of the transactions contemplated by this Agreement. In the event any such order or injunction shall have been issued, each party agrees to use its reasonable efforts to have any such injunction lifted. (d) All consents, authorizations, orders and approvals of (or filings or registrations with) any Governmental Authority or other regulatory body required in connection with the execution, delivery and performance of this Agreement shall have been given or made, except for (i) the filing of the Certificate of Merger and (ii) any documents required to be filed after the Effective Time. (e) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for such purpose shall have been initiated or threatened in writing (and not abandoned or withdrawn) by the SEC or its staff. (f) Acquiror shall, if required by the Rules of The Nasdaq Stock Market, Inc., have submitted to The Nasdaq Stock Market, Inc. a Notification Form: Listing of Additional Shares with respect to the Acquiror Common Stock to be issued pursuant to the transactions contemplated by this Agreement. 8.2 Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) (i) Acquiror shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Closing Date, any and (ii) the representations and warranties of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Date: 1. Title to the Real Property shall be good Acquiror and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” Merger Sub set forth in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein Agreement shall be true and correct in all material respects respects, in each case, on and as of the date made and on and as of the Closing Date as if made on of such date except (x) to the extent that such representations and Seller will deliver warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct as of such date, (y) for changes required by this Agreement, and (z) where the failure to Purchaser at Closing be true and correct (without regard to any materially, Acquiror Material Adverse Effect or knowledge qualifications contained therein), individually or in the aggregate, have not had, and are not reasonably likely to have, an Acquiror Material Adverse Effect). The Company shall have received a certificate of the President or a Vice President of Acquiror, dated the Closing Date, certifying to that effectthe foregoing. 4. (b) The physical condition Company shall have been furnished with an opinion of McDermott, Will & Emery, counsel to Acquiror, in substantially the ▇▇▇▇ ▇▇ Exh▇▇▇▇ 8.2(b) attached hereto. (c) The Company shall have received a written opinion from Cohen & Grigsby, PC, counsel to the Company, to the effect t▇▇▇ ▇he Merger ▇▇▇▇ qualify for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Property Code; provided, however, that if Cohen & Grigsby, PC does not render such opinion, this condi▇▇▇▇ shall non▇▇▇▇▇▇▇s be deemed satisfied if McDermott, Will & Emery renders such opinion to the Company (▇▇ ▇▇▇▇▇ agreed t▇▇▇ ▇he Company and Acquiror shall each provide reasonable cooperation to McDermott, Will & Emery and Cohen & Grigsby, PC, including m▇▇▇▇▇ ▇▇▇sonable a▇▇ ▇▇stoma▇▇ ▇▇pre▇▇▇▇▇▇▇ons to McDermott, Will & Emery and Cohen & Grigsby, PC (and not to ▇▇▇ ▇▇▇▇▇ person, whethe▇ or ▇▇▇ a p▇▇▇▇ ▇▇ this Agreement) substantially in the form attached as Exhibit 8.2(c) attached hereto, to enable them to render such opinion and that counsel shall be entitled to rely on such representations and assumptions as they may deem appropriate in rendering such opinion). (d) Acquiror shall have materially changed since executed a Registration Rights Agreement with John Friede and the Effective Dateother signatories thereto in the form attached ▇▇▇▇to as Exhibit 8.2(d).

Conditions. A. In addition to Purchaser’s absolute right to terminate this Contract for any reason at any time during the Review Period, the obligation of Purchaser under this Contract to purchase the Property from Seller is subject to the satisfaction of each The following obligations of the following conditions Company shall be satisfied or fulfilled on or prior to the Closing Datedate of each Closing, any of which conditions may be waived unless otherwise specified hereinbelow or agreed to in whole or in part writing by Purchaser by written waiver at or prior to the Closing DatePlacement Agent: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all The Company shall have delivered to the Placement Agent, at the Initial Closing, (i) by-laws of Purchaserthe Company and each Subsidiary certified by the secretary of the Company and the respective secretaries of each Subsidiary; and (ii) certified resolutions of the Board of Directors of the Company approving this Agreement, the sale of the Units and the Placement Agent Warrants, and the registration of the Registrable Securities. The Company shall deliver to the Placement Agent, as soon after the Initial Closing as feasible, (i) a currently-dated good standing certificate or telegram from the Secretary of State where the Company and each Subsidiary is incorporated and each other jurisdiction in which the Company and any of the Subsidiaries is qualified to do business as a foreign corporation and (ii) the articles of incorporation (as amended) of the Company and each Subsidiary, as currently in effect, certified by the Secretary of State of the state where the Company and each Subsidiary is incorporated. (b) There shall have occurred no event which has a Material Adverse Effect on the Company or the Subsidiaries or any of their respective businesses, assets, prospects or the Company’s “Requirements” securities since the date of this Agreement. (c) No litigation or administrative proceeding shall have been threatened or commenced against the Company or any of its Subsidiaries which (i) seeks to enjoin or otherwise prohibit or restrict the consummation of the transactions contemplated by this Agreement or (ii) if adversely determined, would have a Material Adverse Effect on the Company or the Company’s securities. (d) The Company shall have delivered to the Placement Agent a certificate of its principal executive and financial officers as to the matters set forth in the Title Commitment have been satisfied; and Sections 9(a), (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title and (c) of this Agreement and to the Real Property shall be good further effect that (i) neither the Company nor any Subsidiary is in default, in any respect, under any note, loan agreement, security agreement, mortgage, deed of trust, indenture, contract, alliance agreement, lease, license, joint venture agreement, other agreement or other instrument to which it is a party, except as disclosed in the Financial Statements or the Memorandum and marketable. 2. Seller shall except where such default has not and will not have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to a Material Adverse Effect; (ii) the Closing Date. 3. All of SellerCompany’s representations and warranties contained herein shall be in this Agreement are true and correct in all material respects on such date with the same force and effect as if made on such date, (iii) there has been no amendment or changes to the Company’s or the Subsidiaries’articles of incorporation or by-laws or authorizing resolutions from those to be delivered pursuant to Section 9(a) of this Agreement; and (iv) no event has occurred which, with or without the lapse of time or giving of notice, or both, would constitute a breach of default thereof by the Company or any Subsidiary, or would cause acceleration of any obligation of the Company or any Subsidiary, or could adversely affect the business, operations, financial condition or prospects of the Company or any Subsidiary. (e) The Placement Agent shall have received the opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇, counsel for the Company, dated as of the Closing Date in form and Seller will substance reasonably satisfactory to the Placement Agent and its counsel. (f) The Company shall timely prepare and file or deliver to Purchaser at Closing counsel for filing with the SEC and any states in which such filing is required, a certificate Form D relating to that effectthe sale of the Units and such other documents and certificates as are required. 4. The physical condition (g) Subscriptions for at least the Minimum Amount of Units shall have been accepted by the Company. (h) In addition to the right of the Property Placement Agent to terminate this Agreement and not consummate the transactions contemplated by this Agreement as a result of the failure of the Company to comply with any of its obligations set forth in this Agreement, this Agreement may be terminated by the Placement Agent by written notice to the Company at any time prior to the Initial Closing if, in the Placement Agent’s sole judgment, (i) the Company and/or any of the Subsidiaries shall have sustained a loss that is material to the Company or the Subsidiaries, taken as a whole, whether or not insured, by reason of fire, earthquake, flood, accident or other calamity, or from any labor dispute or court or government action, order or decree; (ii) trading in securities on any exchange or system shall have materially changed since been suspended or limited either generally or specifically with respect to the Effective DateCommon Stock; (iii) material governmental restrictions have been imposed on trading in securities generally or specifically with respect to the Common Stock (not in force and effect on the date of this Agreement); (iv) a banking moratorium shall have been declared by Federal or New York State authorities; (v) an outbreak of major international hostilities or other national or international calamity shall have occurred; (vi) the Congress of the United States or any state legislative body shall have passed or taken any action or measure, or such bodies or any governmental body or any authoritative accounting institute, or board, or any governmental executive shall have adopted any orders, rules or regulations, which the Placement Agent reasonably believes is likely to have a Material Adverse Effect on the business, financial condition or financial statements of the Company or the market for the Common Stock; (vii) the Common Stock shall have been delisted from the exchange(s) on which it currently listed, or the Company shall have received notice from such exchange(s) advising the Company of its intention to have the Common Stock delisted from such exchange(s), whether conditional or otherwise, or the Company shall fail to meet the requirements for continued listing on such exchange(s); or (viii) there shall have been, in the Placement Agent’s judgment, a material decline in the Dow ▇▇▇▇▇ Industrial Index or the market price of the Common Stock at any time subsequent to the date of this Agreement.

Conditions. A. In addition 6.1 Conditions to Purchaser’s absolute right Each Party's Obligation to terminate this Contract for any reason at any time during Effect the Review Period, the Merger The respective obligation of Purchaser under this Contract each party to purchase effect the Property from Seller is Merger shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver fulfillment at or prior to the Closing DateDate of the following conditions: 1. Title (a) This Agreement and the Merger shall have been approved by the holders of the issued and outstanding shares of capital stock of the Company in accordance with the DGCL and Company's Certificate of Incorporation. (b) The waiting period (and any extension thereof) applicable to the Real Property Merger under the HSR Act shall have expired or been terminated. (c) None of the parties hereto shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to any order, decree or ruling or any other action of a United States federal, state, local or foreign court of competent jurisdiction or United States federal or state, local or foreign governmental, regulatory or administrative agency or commission which permanently restrains, enjoins or otherwise prohibits the Merger. In the event any such order, decree, ruling or other action shall have been issued, each party agrees to use commercially reasonable efforts to have any such order, decree, ruling or other action reversed and any such restraint or injunction lifted. (d) The Form S-4 shall have become effective and shall be effective at the Effective Time, and no exceptions other than stop order suspending effectiveness of the Permitted Exceptions Form S-4 shall have been issued, no action, suit, proceeding, or investigation by the SEC to suspend the effectiveness thereof shall have been initiated and be continuing, and all material approvals under state securities laws relating to the issuance or trading of the Parent Common Stock to be issued to the Company stockholders in connection with the Merger shall have been received. (e) The Parent Common Stock to be issued to the Company stockholders in connection with the Merger shall have been approved for listing on the NYSE and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property Pacific Exchange, subject only to the Permitted Exceptions in the amount official notice of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketableissuance. 2. Seller (f) Parent shall have performedreceived any necessary approvals, observed and complied with all covenantsor any applicable period for action shall have expired, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to under the Closing DateGerman antitrust laws. 3. All of Seller’s representations and warranties contained herein shall be true and correct in all material respects as of the Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effect. 4. The physical condition of the Property shall not have materially changed since the Effective Date.

Conditions. A. In addition 3.1 The obligations of the Purchaser and the Vendors to Purchaser’s absolute right complete this Agreement are in all respects conditional upon the fulfilment or waiver of the following conditions: (a) all notifications and applications required under any statutory provision or other law in any jurisdiction applicable to terminate any of the Group Companies where transfer of the Shares cannot be made legally without clearance, or pursuant to Council Regulation (EEC) 4064/89 and any other applicable Council Regulations, in connection with the conclusion or performance of this Contract for Agreement, having been made to the competent authorities, and in respect of each such notification or application: (i) the relevant competition authority having stated in writing that the subject matter of the notification or application is permitted, or that there are no objections to it or that it will not be subject to any reason at any time during the Review Periodfurther investigations, the obligation foregoing subject to no conditions or to conditions which are reasonably acceptable to the Purchaser; or (ii) where applicable, the period during which the relevant authority may refuse permission for, object to or commence an investigation into the subject matter of Purchaser the notification or application having expired without any such action having been taken; (b) no order or judgement of any court or Governmental Entity having been issued or made prior to Completion which has the effect of making unlawful or otherwise prohibiting the transfer of the Shares as contemplated under this Contract Agreement, provided that if any such order or judgement is capable of being appealed, the Condition in this clause 3.1(b) shall only be considered not to purchase have been fulfilled if within thirty (30) days of the Property from Seller such order or judgement having been handed down (i) no such appeal has been lodged, or (ii) if appealed, no further order or judgment is subject handed down reversing or nullifying the effect of the initial order or judgment. 3.2 Subject to the satisfaction provisions of clauses 3.5, 3.6 and 3.7, the obligations of the Purchaser to complete this Agreement are in all respects conditional upon the fulfilment or waiver of the condition that no act, omission or event shall have occurred which upon Completion would result in: (a) a Material Breach of (i) the Vendor Warranties upon their repetition at Completion or (ii) the obligations of the Vendors under this Agreement (other than the obligations referred to in clause 4.3(d)) that are required to be performed between the date hereof and Completion; or (b) the Vendors not having complied in all material respects with their obligations referred to in clause 4.3(d). (the conditions referred to in this clause 3.2, together with the conditions referred to in clause 3.1 hereinafter collectively referred to as the Conditions), provided that the Condition in this clause 3.2 shall in any event only be considered not to have been fulfilled if a Material Breach is incapable of remedy, or if capable of remedy, is not remedied by the Vendors within the thirty (30) day period referred to in clause 3.7. 3.3 The Purchaser undertakes to use all reasonable endeavours to ensure that each of the following conditions Conditions referred to in clause 3.1 are fulfilled, and the Vendors undertake to use all reasonable endeavours to ensure that the Conditions are fulfilled. The Purchaser and each of the Vendors undertake to use all reasonable endeavours to ensure that Completion takes place in accordance with clause 5 as soon as reasonably practicable and in any event by the first Business Day that is one-hundred and twenty (120) days after the date of this Agreement (the Termination Date). 3.4 Without prejudice to the generality of clause 3.3, the Vendors and the Purchaser undertake to cooperate with and assist each other by providing the other and any Competition Authority as soon as is reasonably practicable upon request and in good faith any necessary information and documents for the purpose of making any submissions, filings and notifications to any Competition Authority. Furthermore, the Vendors and the Purchaser agree that they shall in consultation with each other and as soon as reasonably practicable (and, with respect to making the necessary initial filings with the relevant Competition Authorities, to the extent reasonably practicable, within five (5) Business Days after the date of this Agreement) take all commercially reasonable steps that are necessary to obtain all consents, approvals, or actions of any Competition Authority which are required pursuant to clause 3.l(a) in order to complete the transactions contemplated hereunder and, without limitation, shall: (a) progress such submissions, filings and notifications with all necessary diligence; (b) provide all information which is requested or required by any such Competition Authority (to the extent that such Competition Authority is legally entitled to request or require such information); (c) notify each other, and provide copies (or, in the case of non-written communications, reasonable details), of any communications from any such Competition Authority in relation to obtaining any such consent, approval or action and communicate with any such Competition Authority in respect of any of the transactions contemplated by this Agreement only after having consulted with each other in advance; (d) provide each other (or each other’s agents or advisers) with draft copies of all submissions, filings, notifications and communications to any Competition Authority in relation to obtaining any such consent, approval or action (excluding communications of an administrative nature) at such time as will allow the other (or its agents or advisers) a reasonable opportunity to provide comments on such submissions, filings, notifications and communications and to amend them in accordance with the reasonable requirements of such Party (or its agents or advisers) before they are submitted or sent to such Competition Authority and take into account any such comments or amendments; and provide each other (or each other’s agents or advisers) with copies of all such submissions and communications in the form submitted or sent; and (e) where reasonably requested by the other Party, and where permitted by the Competition Authority concerned, allow persons nominated by the Vendors or the Purchaser, as the case may be, to attend all meetings (and participate in all telephone or other conversations) with any Competition Authority and, where appropriate, to make oral submissions at such meetings (or telephone or other conversations). 3.5 Upon an act, omission or event having occurred which upon Completion would result in a Material Breach or any breach as a result of which the Vendors would not having complied in all material respects with their obligations referred to in clause 4.3(d), the Purchaser shall be entitled (in addition and without prejudice to any other rights or remedies it may have against the Vendors under this Agreement), to elect by notice in writing to the Vendors not to complete the purchase of the Shares and, except for clauses 1, 21 to 22, 25 to 29 and Schedule 1 of this Agreement, this Agreement shall automatically terminate and be of no further force or effect and no party shall have any claim hereunder of any nature whatsoever against the other party (save in respect of accrued rights and/or liabilities arising from the prior breach of this Agreement). For these purposes: a Material Breach means any breach of (a) the Vendor Warranties upon their repetition at Completion and/or (b) the obligations of the Vendors under this Agreement (other than that referred to in clause 4.3(d)) that are required to be performed between the date hereof and Completion, the effect of which individually or in the aggregate with all other such breaches, would result in the Vendors being liable for Damages in an amount exceeding fifteen per. cent (15%) of the Debt/Cash Free Price. 3.6 The Purchaser shall notify the Vendors promptly in writing (a Rescission Notice) upon becoming aware of an act, event or omission having occurred which upon Completion would result in a Material Breach and on which basis it would elect not to proceed to Completion. 3.7 Upon receipt of any Rescission Notice, if the Material Breach is capable of remedy the Vendors may within five (5) Business Days elect by written notice to the Purchaser to extend the rescission of this Agreement by up to thirty (30) days after such notice, and the length of such extension shall be indicated in such notice. During such time, the Vendors shall be entitled, and shall use all reasonable endeavours, to remedy the breach, matter, event or circumstance giving rise to the Rescission Notice. 3.8 The Vendors and Purchaser shall consult and co-operate with each other in relation to planning for and scheduling the Completion, and each party shall notify the other parties to this Agreement as soon as reasonably practicable upon becoming aware that any of the Conditions have been fulfilled. 3.9 Each party shall notify the other parties as soon as reasonably practicable upon becoming aware of anything that will cause any of the Conditions not to be fulfilled on or prior to the Closing Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Date: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Termination Date. 3. All of Seller’s representations and warranties contained herein shall be true and correct in all material respects as 3.10 If any of the Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effect. 4. The physical condition of the Property Conditions shall not have been fulfilled by and on the Termination Date, then the Vendors or the Purchaser may, by written notice to the others, terminate this Agreement, and upon delivery of such notice, neither the Vendors nor the Purchaser shall be bound to proceed with the sale of the Shares and, except for clauses 1, 21 to 22, 25 to 29 and Schedule 1 of this Agreement, this Agreement shall automatically terminate and be of no further force or effect and no party shall have any claim hereunder of any nature whatsoever against the other party (save in respect of accrued rights and/or liabilities arising from the prior breach of this Agreement), provided, however, that the right to terminate this Agreement under this clause 3.10 shall not be available (i) to the Vendors if any Vendor is in breach of or has breached its obligation under clause 3.3 or 3.4 or is in material breach of or has materially changed since breached its other obligations under this Agreement or (ii) to the Effective DatePurchaser if it is in breach of or has breached its obligations under clauses 3.3 or 3.4 or is in material breach of or has materially breached its other obligations under this Agreement and, in the case of both (i) and (ii), such breach has contributed materially to the non-satisfaction of the Conditions.

Conditions. A. In addition The obligation of the Purchaser to Purchaser’s absolute right to terminate this Contract for any reason at any time during purchase the Review Period, Bonds and the obligation of Purchaser under this Contract the Issuer to purchase sell the Property from Seller is Bonds are subject to the satisfaction of each of the following conditions precedent: (a) The representations of the Issuer, the Purchaser and the Company in this Bond Purchase Agreement will be true and correct on or prior to and as of the Closing Date as if made on and as of the Closing Date. (b) As of the Closing Date, any no Default (as defined in the Indenture) or Event of which Default (as defined in the Lease) will have occurred and be continuing, and no event will have occurred and be continuing which, with the lapse of time or the giving of notice or both, would constitute a Default or Event of Default. (c) On or before the Closing Date, all actions required to be taken as of the Closing Date in connection with the Bonds, the Bond Ordinance and the Bond Documents by the Issuer and the Company will have been taken, and the Issuer and the Company will each have performed and complied with all agreements, covenants and conditions may required to be waived performed or complied with by the Bond Ordinance and the Bond Documents. (d) The Indenture will have been duly executed and delivered by the Issuer, the Company, the Purchaser and the Depositary. The Lease will have been duly executed by the Issuer and the Company. Each of the Bond Documents, the Bond Ordinance and all other official action of the Issuer relating to the Bonds, the Project and the Bond Documents will be in whole full force and effect on the Closing Date and will not have been amended, modified or in part by supplemented on or before the Closing Date. (e) The Issuer, the Company and the Purchaser by written waiver at or prior to will have received the following, each dated the Closing Date: (1. Title ) the opinion of Bond Counsel substantially in the form set forth in (2) a certificate of and with reference to the Real Property shall be good Issuer signed by a duly authorized officer of the Issuer to the effect set forth in subsections (a), (b), (c) and marketable as required herein(d) of this Section 7; (3) a certificate of and with reference to the Company signed by a duly authorized officer of the Company to the effect set forth in subsections (a), free (b), (c) and clear (d) of all liens and encumbrances and subject this Section 7; (4) opinions of counsel to no exceptions other than the Permitted Exceptions Company and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant Purchaser in a form acceptable to the Title Commitment insuring Issuer; (5) the title opinion of counsel to the Real Property subject only Issuer in a form acceptable to the Permitted Exceptions in Company and the amount Purchaser; (6) a certificate of and with reference to the Purchaser signed by a duly authorized officer of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of Purchaser to the Closing Date: effect set forth in subsections (a) all of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfied; and (bd) of this Section 7; and (7) a certificate of the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy Depositary signed by a duly authorized officer of the requirement that title Depositary, to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on effect that (A) he or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein shall be true and correct in all material respects as she is an authorized officer of the Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effect. 4. The physical condition of the Property shall not have materially changed since the Effective Date.Depositary;

Conditions. A. In addition to Purchaser’s absolute right to terminate this Contract for any reason at any time during the Review PeriodPeriod and Purchaser’s right to terminate for title reasons pursuant to Section 4, the obligation of Purchaser under this Contract to purchase the Property from Seller is subject to the satisfaction of each of the following conditions on or prior to the Closing Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Date: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. A. Seller shall have performed, observed and complied with all material covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. B. All of Seller’s representations and warranties contained herein shall be true and correct in all material respects as of the Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effectrespects. 4. The C. Except as provided in Sections 12 and 16 herein with respect to condemnation and casualty events, the physical condition state of the Property shall not have materially changed since the Effective conclusion of the Review Period. D. Seller shall have fee simple title to the Real Property as required herein, free and clear of all liens and encumbrances, and subject to no exceptions other than the Permitted Exceptions. Seller shall discharge all liens against the Property at Closing. All tenants of the Leases shall be occupying the Property, and shall not be in default in the payment of rent or performance of any other material obligation under its Lease, except as may be disclosed on the Due Diligence Materials. E. Purchaser shall have received the Estoppel Certificates, REA Estoppel Certificates and SNDA Agreements as required pursuant to Section 7(H). F. Purchaser shall have made application to a lender of Purchaser’s choice for a nonrecourse loan with a minimum loan to value ratio of seventy percent (70%), an interest rate of no more than six percent (6.0%) per annum, any other terms of the loan shall be to the complete subjective satisfaction of Purchaser, such loan application shall have been accepted by a lender of Purchaser’s choice, and such lender has given final approval for such loan and such loan shall be fully funded at Closing. In the event any of the foregoing conditions to the Closing are not satisfied or waived in writing by Purchaser as of the Closing Date, then, Purchaser may either (i) terminate this Contract and have the Deposit refunded together with accrued interest or (ii) waive in writing the satisfaction of any such conditions, in which event this Contract shall be read as if such conditions no longer existed; provided, however that, if such failure of condition also constitutes or is accompanied by a default by Seller hereunder, Purchaser shall have all rights and remedies as set forth in Section 13 hereof, and (in any event) the indemnity contained in Section 3(A)(1) hereof and any other obligations which expressly survive Closing or any termination (for any reason) of this Contract shall so survive.

Conditions. A. In addition Section 7.1 Conditions to Purchaser’s absolute right Each Party's Obligation to terminate this Contract for any reason at any time during Effect the Review Period, the Merger. ---------------------------------------------------------- The respective obligation of Purchaser under this Contract each party to purchase effect the Property from Seller is Merger shall be subject to the satisfaction at or prior to the Effective Time of each of the following conditions on or prior to the Closing Dateconditions, any and all of which conditions may be waived in whole or in part by Purchaser by written waiver at the Company, the Parent or prior Merger Sub, as the case may be, to the Closing Dateextent permitted by applicable law: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment This Agreement shall have been satisfied; adopted by the requisite vote of the holders of the shares of Company Common Stock in order to consummate the Merger and this Agreement shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of the Parent. (b) No statute, rule or regulation shall have been enacted or promulgated by any Governmental Entity which prohibits the Escrow Agent’s willingness consummation of the Merger, and there shall be no order or injunction of a court of competent jurisdiction in effect precluding consummation of the Merger; provided, however, that each of the parties to issue this Agreement shall have used commercially reasonable efforts to prevent the entry of such owner’s title insurance policy restraints and to appeal as promptly as possible any such restraints that may be entered. (c) The applicable waiting periods under the HSR Act shall satisfy have expired or been terminated. (d) The Registration Statement shall have become effective under the requirement Securities Act and no stop order or proceedings seeking a stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that title purpose, and no similar proceeding in respect of the Proxy Statement, shall have been threatened in writing by the SEC or shall have been initiated by the SEC. (e) All consents of any Governmental Entity or third party, the failure of which to obtain would reasonably be expected to have a Material Adverse Effect with respect to the Real Property Surviving Corporation, shall have been obtained. Section 7.2 Conditions to the Parent's and Merger Sub's Obligations to ---------------------------------------------------------- Effect the Merger. The obligations of the Parent and Merger Sub to consummate ----------------- the Merger shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract subject to be performed by, observed and complied with on its part either the satisfaction on or prior to the Closing DateDate of each of the following conditions, any and all of which may be waived in whole or in part by the Parent and Merger Sub, to the extent permitted by applicable law. 3. All of Seller’s (a) The representations and warranties contained herein of the Company set forth in this Agreement shall be true and correct (i) as of the date of this Agreement (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date) and (ii) as of the Effective Time as though made on and as of the Effective Time (except (x) to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date, (y) for changes contemplated by this Agreement and (z) where the failures to be true and correct (without regard to any materiality, Company Material Adverse Effect or knowledge qualifications contained therein), individually or in the aggregate, have not had, and are not reasonably be expected to have, a Company Material Adverse Effect). (b) The Company shall have complied in all material respects with its obligations under this Agreement. (c) The Parent shall have received an officer's certificate duly executed by each of the Chief Executive Officer and Chief Financial Officer of the Company to the effect that the conditions set forth in Sections 7.2(a) and 7.2(b) have been satisfied. (d) The Parent shall have received an opinion of Brobeck, Phleger & Harrison LLP, in form and substance reasonably satisf▇▇▇▇▇▇ to ▇▇▇ ▇▇ren▇, ▇▇▇▇▇ as of the Closing Date date during which the Effective Time occurs, substantially to the effect that, on the basis of facts, representations and Seller assumptions set forth in such opinion, for United States federal income tax purposes, the Merger will deliver to Purchaser at Closing constitute a certificate to that effect"reorganization" within the meaning of section 368(a) of the Code. In rendering such opinion, Brobeck, Phleger & Harrison LLP shall receive and may rely upon represen▇▇▇▇▇▇▇ contained i▇ ▇▇▇▇▇▇icates of the Company, the Parent and Merger Sub. 4. (e) The physical condition holders of less than five percent of the Property outstanding Shares at the Effective Time shall have validly delivered to the Company a demand for appraisal rights with respect thereto, and shall not have materially changed since voted in favor of the Merger or otherwise failed to perfect or effectively withdrawn or lost such rights under Section 262 of the DGCL. Section 7.3 Conditions to the Company's Obligations to Effect the Merger. ------------------------------------------------------------ The obligations of the Company to consummate the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, to the extent permitted by applicable law. (a) The representations and warranties of Parent and Merger Sub set forth in this Agreement shall be true and correct (i) as of the date of this Agreement (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date) and (ii) as of the Effective DateTime as though made on and as of the Effective Time (except (x) to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date, (y) for changes contemplated by this Agreement and (z) where the failures to be true and correct (without regard to any materiality, Parent Material Adverse Effect or knowledge qualifications contained therein), individually or in the aggregate, have not had, and are not reasonably likely to have, a Parent Material Adverse Effect). (b) Each of the Parent and Merger Sub shall have complied in all material respects with its obligations under this Agreement. (c) The Company shall have received an officer's certificate duly executed by the Chief Financial Officer of the Parent to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied. (d) The Company shall have received an opinion of Hale and Dorr LLP, in form and substance reasonably satisfactory to the ▇▇▇▇any, ▇▇▇▇d as of the date during which the Effective Time occurs, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, for United States federal income tax purposes, the Merger will constitute a "reorganization" within the meaning of section 368(a) of the Code. In rendering such opinion, Hale and Dorr LLP shall receive and may rely upon representations contai▇▇▇ in ce▇▇▇▇icates of the Company, the Parent and Merger Sub. (e) The shares of Parent Common Stock issuable to the stockholders of the Company as contemplated by Article 3 shall have been approved for listing on the NNM, subject to official notice of issuance.

Conditions. A. In addition to Purchaser’s absolute right to terminate The effectiveness of Article 2 of this Contract for any reason at any time during the Review Period, the obligation of Purchaser under this Contract to purchase the Property from Seller Amendment is subject to the satisfaction of each of the following conditions precedent: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment. (b) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing First Amendment Effective Date, any of which conditions may be waived in whole including, reimbursement or in part by Purchaser by written waiver at or prior to the Closing Date: 1. Title to the Real Property shall be good and marketable as required herein, free and clear payment of all liens reasonable and encumbrances invoiced out-of-pocket expenses (including the reasonable and subject invoiced fees, charges and disbursements of counsel) incurred by the Administrative Agent in connection with this Amendment, or required to no exceptions be reimbursed or paid by the Borrowers by this Amendment, the Agreement or under any other than Loan Document for which invoices have been presented on or before the Permitted Exceptions date hereof. (c) The representations and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount warranties of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” Loan Parties set forth in this Amendment, the Title Commitment have been satisfied; Agreement and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein other Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the Closing First Amendment Effective Date (it being understood and Seller will deliver agreed that any representation or warranty which by its terms is made as of a specified date shall be required to Purchaser at Closing a certificate be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to that effectany materiality qualifier shall be required to be true and correct in all respects). 4. (d) At the time of and immediately after giving effect to the consummation of this Amendment, no Default shall have occurred and be continuing. (e) No event shall have occurred and no condition shall exist which has or could be reasonably expected to have a Material Adverse Effect. (f) The physical condition of Administrative Agent shall have received such additional documentation and information as the Property shall not Administrative Agent or its counsel may have materially changed since reasonably requested on or prior to the Effective Datedate hereof.

Conditions. A. In addition 7.1 Conditions to Purchaser’s absolute right Each Party's Obligation to terminate this Contract for any reason at any time during Effect the Review Period, Mergers. The respective obligations of each party to effect the obligation of Purchaser under this Contract to purchase the Property from Seller is Mergers shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver fulfillment at or prior to the Closing DateEffective Date of the following conditions: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all No preliminary or permanent injunction or other order by any Federal or state court or by any governmental or regulatory body in the United States which prevents the FILING #0001705193 PG 60 OF 193 VOL B-00116 FILED 03/20/1997 03:00 PM PAGE 03426 SECRETARY OF THE STATE CONNECTICUT SECRETARY OF THE STATE consummation of Purchaser’s “Requirements” the Mergers or the transactions contemplated hereby shall have been issued and remain in effect (each party agreeing to use its best efforts to have any such injunction lifted and to seek to avoid any such injunction). (b) No statute, rule or regulation shall have been enacted by the government (or any governmental body or agency) of the United States or any state thereof that prevents the consummation of the Mergers or the transactions contemplated hereby. (c) No action or proceeding before any court or any governmental or regulatory authority and no investigation by any governmental or regulatory authority shall have been commenced (and be pending), against the Companies, SFX, the SFX Subs or any of their respective affiliates, associates, officers or directors seeking to prevent or materially delay the transactions contemplated hereby or challenging any of the terms or provisions of this Agreement or seeking material damages in connection therewith; provided, however, that in the case of an action or proceeding brought by a person other than a governmental or regulatory authority, the condition set forth in the Title Commitment this paragraph (d) shall be deemed to have been satisfied; satisfied with respect to such action or proceeding of SFX, the SFX Subs and (b) the Escrow Agent’s willingness Companies shall have been provided with an opinion of counsel satisfactory to issue such owner’s title insurance policy shall satisfy the requirement that title them to the Real Property shall effect that it is reasonably probable that the relief sought in such action or proceeding will not be good and marketablegranted. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein shall be true and correct in all material respects as of the Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effect. 4. The physical condition of the Property shall not have materially changed since the Effective Date.

Conditions. A. In addition (a) Conditions to Purchaser’s absolute right Series B Investors’ Obligations to terminate this Contract for any reason at any time during Effect the Review Period, the Closing. The obligation of Purchaser under this Contract each Series B Investor to purchase consummate the Property from Seller transactions contemplated by Section 2.1, Section 2.2 and Section 2.3 is subject to the satisfaction of each of the following conditions satisfaction, on or prior to before the Closing Date, of the following conditions, any of which conditions may be waived in whole or writing by such Series B Investor in part by Purchaser by written waiver at or prior to the Closing Dateits sole discretion: 1. Title to the Real Property (i) The Fundamental Representations shall be good have been true, accurate and marketable not misleading in all respects on and as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes date of determining whether this Condition has been satisfied, it shall be assumed that Agreement and on and as of the Closing Date: Date with the same effect as if made on and as of the Closing Date (a) except for such Fundamental Representations that are made as of a specific date, which shall speak only as of such date), and all other representations and warranties of Purchaser’s “Requirements” set forth the Company contained in Section 3.1 shall have been true, accurate and not misleading in all respects (in the Title Commitment have been satisfied; case of any such representation or warranty containing any materiality or Material Adverse Effect qualification) or in all material respects (in the case of any such representation or warranty without any materiality or Material Adverse Effect qualification) on and as of the date of this Agreement and on and as of the Closing Date with the same effect as if made on and as of the Closing Date (b) the Escrow Agent’s willingness to issue except for such owner’s title insurance policy representations and warranties that are made as of a specific date, which shall satisfy the requirement that title to the Real Property shall be good and marketablespeak only as of such date). 2. Seller (ii) The Company shall have performed, observed performed and complied in all material respects with all all, and not be in breach or default in any material respect under any, agreements, covenants, agreements conditions and conditions obligations contained in this Agreement and the other Transaction Documents that are required by this Contract to be performed by, observed and or complied with on its part either on or prior to before the Closing Date. 3. All (iii) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of Seller’s representations the Contemplated Transactions, or imposes any damages or penalties in connection with the Contemplated Transactions; and warranties contained herein no action, suit, proceeding or investigation shall have been instituted or threatened by any Governmental Authority or any third party that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the Contemplated Transactions, or imposes any damages or penalties in connection with the consummation of the Contemplated Transactions. (iv) The Company shall have obtained any and all Authorizations necessary for the consummation by the Company of the issuance of the applicable Series B Preferred Shares or the Series B Warrant to such Series B Investor and the entry by the Company into the Transaction Documents to which it is a party and the performance by it of its obligations contemplated thereby (other than those Authorizations to be obtained after the Closing pursuant to the Transaction Documents), all of which shall be true in full force and correct effect. (v) No event, development or state of circumstances shall have occurred or come to exist which, individually or in all material respects as of the aggregate, has had or would reasonably be expected to have or result in a Material Adverse Effect. (vi) The Company shall have delivered to the Series B Investors a certificate, dated the Closing Date and Seller will deliver signed by a duly authorized signatory of the Company, certifying that the conditions set forth in Section 2.4(a)(i), Section 2.4(a)(ii), Section 2.4(a)(iii), Section 2.4(a)(iv), Section 2.4(a)(v), Section 2.4(a)(vi), Section 2.4(a)(vii), Section 2.4(a)(viii), Section 2.4(a)(ix) (solely with respect to Purchaser at Tencent) and Section 2.4(a)(x) have been satisfied. (vii) The Company shall have delivered to the Series B Investors a copy of legal opinions issued to the Series B Investors by the Company’s Cayman Islands and PRC legal counsels respectively, dated the Closing a certificate Date, relating to that the Contemplated Transactions. (viii) The Articles shall have been duly adopted by the Company and shall remain in full force and effect. 4. (ix) (solely with respect to Tencent) all parties to the Business Cooperation Agreement having duly executed the Business Cooperation Agreement. (x) The physical condition Board and the shareholders of the Property Company, as applicable, shall not have materially changed since duly adopted resolutions approving the Effective Dateissuance of the Series Preferred Shares and/or the Series B Warrants in accordance with this Agreement.

Conditions. A. In addition to Purchaser’s absolute right to terminate this Contract for any reason at any time during The obligations of the Review Period, the obligation of Initial Purchaser under this Contract to purchase the Property from Seller is Notes under this Agreement are subject to the performance by each of the Company and the Guarantors of their respective covenants and obligations hereunder and the satisfaction of each of the following conditions on or prior to the Closing Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Dateconditions: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in All the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties of the Company and the Subsidiaries contained herein in this Agreement and in each of the Documents shall be true and correct in all material respects as of the date hereof and at the Closing Date. On or prior to the Closing Date, the Company and each other party to the Documents (other than the Initial Purchaser) shall have performed or complied with all of the agreements and satisfied all conditions on their respective parts to be performed, complied with or satisfied pursuant to the Documents (other than conditions to be satisfied by such other parties, which the failure to so satisfy would not, individually or in the aggregate, have a Material Adverse Effect). (b) No injunction, restraining order or order of any nature by a Governmental Authority shall have been issued as of the Closing Date that would prevent or materially interfere with the consummation of the Offering or any of the transactions contemplated under the Documents; and Seller will deliver no stop order suspending the qualification or exemption from qualification of any of the Notes in any jurisdiction shall have been issued and no Proceeding for that purpose shall have been commenced or, to Purchaser at the knowledge of the Company, after reasonable inquiry, be pending as of the Closing a certificate to that effectDate. 4. The physical condition (c) No action shall have been taken and no Applicable Law shall have been enacted, adopted or issued that would, as of the Property Closing Date, prevent the consummation of the Offering or any of the transactions contemplated under the Documents. No Proceeding shall be pending or, to the knowledge of the Company after reasonable inquiry, threatened other than Proceedings that (A) if adversely determined would not, individually or in the aggregate, adversely affect the issuance or marketability of the Notes, and (B) would not, individually or in the aggregate, have a Material Adverse Effect. (d) Subsequent to the respective dates as of which data and information is given in the Final Offering Circular, there shall not have materially changed been any Material Adverse Change. (e) The Notes shall have been designated PORTAL securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. relating to trading in The PORTAL Market. (f) On or after the date hereof and on or prior to the Closing Date, (i) there shall not have occurred any downgrading, suspension or withdrawal of, nor shall any notice have been given of any potential or intended downgrading, suspension or withdrawal of, or of any review (or of any potential or intended review) for a possible change that does not indicate the direction of the possible change in, any rating of the Company or any securities of the Company (including, without limitation, the placing of any of the foregoing ratings on credit watch with negative or developing implications or under review with an uncertain direction) by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Act, (ii) there shall not have occurred any negative change, nor shall any notice have been given of any potential or intended negative change, in the outlook for any rating of the Company or any securities of the Company by any such rating organization and (iii) no such rating organization shall have given notice that it has assigned (or is considering assigning) a lower rating to the Notes than that on which the Notes were marketed. (g) The Initial Purchaser shall have received on the Closing Date: (i) certificates dated the Closing Date, signed by (1) the Chief Executive Officer and (2) the principal financial or accounting officer of the Company, on behalf of the Company, to the effect that (a) the representations and warranties set forth in Section 4 hereof and in each of the Documents are true and correct in all material respects with the same force and effect as though expressly made at and as of the Closing Date, (b) the Company has performed and complied in all material respects with all agreements and satisfied in all material respects all conditions in all material respects on its part to be performed or satisfied by the Company at or prior to the Closing Date, (c) at the Closing Date, since the Effective date hereof or since the date of the most recent financial statements in the Final Offering Circular (exclusive of any amendment or supplement thereto after the date hereof), to the knowledge of such officers, no event or events have occurred, no information has become known nor does any condition exist that, individually or in the aggregate, would have a Material Adverse Effect, (d) since the date of the most recent financial statements in the Final Offering Circular (exclusive of any amendment or supplement thereto after the date hereof), other than as described in the Final Offering Circular or contemplated hereby, neither the Company nor any Subsidiary of the Company has incurred any liabilities or obligations, direct or contingent, not in the ordinary course of business, that are material to the Company and the Subsidiaries, taken as a whole, or entered into any transactions not in the ordinary course of business that are material to the business, condition (financial or otherwise) or results of operations or prospects of the Company and the Subsidiaries, taken as a whole, and there has not been any change in the capital stock or long-term indebtedness of the Company or any Subsidiary of the Company that is material to the business, condition (financial or otherwise) or results of operations or prospects of the Company and the Subsidiaries, taken as a whole, and (e) the sale of the Notes has not been enjoined (temporarily or permanently); (ii) certificate dated the Closing Date, signed by an Executive Officer of the Company, on behalf of the Company, to the effect that the combined pro forma Adjusted EBITDA of the Business for the most recent twelve-month period (as set forth in the footnotes to the “Summary Historical and Pro Forma Combined Financial Data” section of the Offering Circular) (a) was not less than $27.5 million, (b) presents fairly the financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries after giving pro forma effect to the Acquisition and Related Transactions, and (c) has been prepared in accordance with the requirements of Rule 11-02 of Regulation S-X and give effect to assumptions used in the preparation therof on a reasonable basis and in good faith; (iii) a certificate, dated the Closing Date, executed by the Secretary of the Company and each Guarantor, certifying such matters as the Initial Purchaser may reasonably request; (iv) a certificate of solvency, dated the Closing Date, executed by the principal financial or accounting officer of the Company substantially in the form previously approved by the Initial Purchaser or its counsel; (v) the opinion of Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel to the Company, dated the Closing Date, in the form of Exhibit A attached hereto; and (vi) an opinion, dated the Closing Date, of Proskauer Rose LLP, counsel to the Initial Purchaser, in form satisfactory to the Initial Purchaser covering such matters as are customarily covered in such opinions. (h) The Initial Purchaser shall have received from Ernst & Young LLP, independent auditors, with respect to the Company, (A) a customary comfort letter, dated the date of the Final Offering Circular, in form and substance reasonably satisfactory to the Initial Purchaser and its counsel, with respect to the financial statements and certain financial information contained in the Final Offering Circular (other than all ▇▇▇▇▇▇ Financial Statements and information), and (B) a customary comfort letter, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser and its counsel, to the effect that Ernst & Young LLP reaffirms the statements made in its letter furnished pursuant to clause (A). (i) Each of the Documents shall have been executed and delivered by all parties thereto, and the Initial Purchaser shall have received a fully executed original of each Document. (j) The Initial Purchaser shall have received copies of all opinions, certificates, letters and other documents delivered under or in connection with the Offering or any transaction contemplated in the Documents. (k) The terms of each Document shall conform in all material respects to the description thereof in the Final Offering Circular. (l) The Collateral Agent shall have received (with a copy for the Initial Purchaser) on the Closing Date: (i) appropriately completed Uniform Commercial Code financing statements naming the Company and each Guarantor as a debtor and the Collateral Agent as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, in the reasonable opinion of the Collateral Agent and its counsel, desirable to perfect the security interests of the Collateral Agent pursuant to the Security Agreement; (ii) appropriately completed Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens (other than Permitted Liens) of any Person in any collateral described in any Security Agreement previously granted by any Person; (iii) certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11), or a similar search report certified by a party acceptable to the Collateral Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements which name the Company or any Guarantor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall cover any collateral described in any Collateral Agreement, other than such financing statements that evidence Permitted Liens); (iv) such other approvals, opinions or documents as the Collateral Agent may reasonably request in form and substance reasonably satisfactory to the Collateral Agent; and (v) the Collateral Agent and its counsel shall be satisfied that (i) the Lien granted to the Collateral Agent, for the benefit of the Secured Parties in the collateral described above is of the priority described in the Final Offering Circular; and (ii) no Lien exists on any of the collateral described above other than the Lien created in favor of the Collateral Agent, for the benefit of the Secured Parties, pursuant to a Collateral Agreement, in each case subject to the Permitted Liens. (m) Provision shall have been made for the filing of all Uniform Commercial Code financing statements or other similar financing statements and Uniform Commercial Code Form UCC-3 termination statements required pursuant to clause (l)(i) and (ii) above (collectively, the “Filing Statements”) reasonably acceptable to the Collateral Agent (the “Filing Agent”). (n) The Initial Purchaser shall have received substantially contemporaneously with the Closing a copy of the receipt of a payoff letter or other evidence of repayment from each of the institutions listed on Schedule II attached hereto. (o) The Initial Purchaser shall have received evidence that the Equity Contribution and Other Investments to Parent in the amount of $49,100,000 shall have been consummated as described under the section entitled “The Acquisition and Related Transaction” of the Offering Circular. (p) The Acquisition shall have occurred or shall occur substantially simultaneously with the Closing of the Offering. (q) Each of the Subsidiaries shall have executed counterparts of this Agreement in the form attached as Exhibit B hereto and delivered copies of such executed counterparts to the Initial Purchaser.

Conditions. A. In addition This policy any endorsement hereon and the schedule shall be read together as one contract and any word or expression to Purchaser’s absolute right to terminate which a specific meaning has been attached in any part of this Contract for any reason at any time during the Review Period, the obligation of Purchaser under this Contract to purchase the Property from Seller is subject to the satisfaction of each policy or of the following conditions on or prior to the Closing Date, any of which conditions schedule shall bear such specific meaning wherever it may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Date:appear. 1. Title The Insured shall take all reasonable precautions to the Real Property shall be good and marketable as required hereinprevent or minimize injury, free and clear of all liens and encumbrances and subject illness, loss or damage which may give rise to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether a claim under this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketablepolicy. 2. Seller In the event of any incident or circumstance which may give rise to a claim for indemnity under this policy, the Insured shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior give immediate notice in writing to the Closing DateInsurer. Such notice having been given not later than 30 days after expiry of the policy period, any claim to which that incident or circumstance has given rise, which may be made within 36 months after the expiry of the period specified in the schedule, shall be deemed for the purpose of this policy to have been made during the existence hereof. 3. All The Insured shall not admit liability or settle or make or promise any payment in respect of Seller’s representations and warranties contained herein any claim which may be the subject of indemnity hereunder, or incur any costs or expenses in connection therewith, without the written consent of the Insurer which shall be true entitled to take over and correct conduct in all material respects as the name of the Closing Date Insured the defence and/or settlement of any such claim, for which purpose the Insured shall give all the information and Seller assistance that the Insurer may reasonably require. The Insurer will deliver not settle any claim without the consent of the Insured. If, however, the Insured refuses to Purchaser at Closing a certificate consent to that effectany settlement recommended by the Insurer and shall elect to contest or continue any legal proceedings, then the liability of the Insurer shall not exceed the amount for which the claim could have been so settled plus the costs and expenses incurred with its consent up to the date of such refusal. 4. The physical condition Insurer may pay to the Insured the maximum sum payable under this policy in respect of any occurrence or any lesser sum for which the claim or claims arising from such occurrence can be settled and the Insurer shall not be under any further liability in respect of that occurrence except for the payment of costs and expenses of litigation incurred prior to such payment. 5. If at the time of any occurrence or claim there is or but for the existence of this policy would be any other policy of indemnity or insurance in favour of or effected by or on behalf of the Property Insured applicable to such occurrence or claim the Insurer shall not be liable under this policy to indemnify the Insured in respect of such occurrence or claim except as far as concerns any excess beyond the amount which would be payable under such other indemnity or insurance had this policy not been effected. 6. Where a retroactive date is specified in the schedule, this insurance does not apply to claims made against the Insured by reason of any negligent act, error or omission committed, occurred or alleged to have materially changed since been committed or occurence prior to the Effective Datesaid retroactive date. 7. The Insured shall at all times a) maintain accurate descriptive records of all professional services which shall be available for inspection and use by the Insurer or its duly appointed representatives insofar as they pertain to any claim hereunder, b) give to the Insurer or its duly appointed representatives such information, assistance and signed statements as the Insurer may require, and c) assist in the defence of any claim at its own expense; 8. The due observance and fulfilment of the terms, provisions and conditions so far as they relate to anything to be done or complied with by the Insured and the truth of the statements in the proposal made by him (which shall be the basis of this contract and held to be incorporated herein) shall be conditions precedent to any liability of the Insurer. 9. In the event of any dispute arising between the Insured and the Insurer this insurance shall be governed by the law of the country specified in the schedule whose courts shall be the only ones having jurisdiction in any dispute arising hereunder. 10. It is hereby agreed that if any payment is made under this insurance in respect of a claim, the Insurer is thereupon subrogated to all the Insured's rights of recovery on relation thereto. 11. If the Insured makes any claim knowing the same to be fraudulent or false, as regards the amount or otherwise, this insurance shall become void and all claims thereunder shall be forfeited. 12. This insurance shall not apply in connection with any insurance and shall only pay losses if and so far as they are not recoverable under any other insurance. 13. The indemnity provided by this policy is restricted to apply in respect of a) compensation resulting from judgement rendered by or obtained from a court of competent jurisdiction in the territory stated in the schedule b) charges, expenses and legal costs incurred and recoverable in the territory stated in the schedule. 14. In the absence of a local legal regulations regarding the cancellation this insurance may be cancelled by the Insured at any time by written notice to the Insurer. This insurance may also be cancelled by or on behalf of the Insurer by registered, certified or other first class mail to the Insured's address as shown in the schedule, containing written notice about when, not less than 30 days thereafter, the cancellation shall be effective. The mailing of such notice as aforesaid shall be sufficient proof of notice and this insurance shall terminate at the date and hour specified in such notice. 15. If this insurance is cancelled by the Insured, the Insurer shall refund the customary short rate proportion of the premium hereon. If this insurance is cancelled by, or on behalf of, the Insurer for any reason other than non-payment of the premium or any breach of contract by the Insured, the Insurer shall refund the pro rata proportion of the premium hereon. 16. Payment or tender of any unearned premium by the Insurer shall not be a condition precedent to the effectiveness of cancellation but such payment shall be made as soon as practicable. 17. If the period of limitation relating to the giving of notice is prohibited or made void by any law or statutory provision, such period shall be deemed to be amended so as to be equal to the minimum period of notice permitted by such law or statutory provision.

Conditions. A. In addition to Purchaser’s absolute right to terminate this Contract for any reason at any time during The obligations of the Review Period, the obligation of Purchaser under this Contract Investors to purchase the Property from Seller is Units are subject to the satisfaction or fulfillment prior thereto on the date of each Closing, unless otherwise provided, of each of the following conditions on or prior to the Closing Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Dateconditions: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all The Company shall have delivered to JMR, on behalf of Purchaser’s “Requirements” the Investors, at the Initial Closing, (i) a currently-dated long-form good standing certificate or telegram from the Secretary of State of Delaware and each other jurisdiction in which the Company is qualified to do business as a foreign corporation; (ii) the certificate of incorporation of the Company, as currently in effect, certified by the Secretary of State of the State of Delaware; (iii) by-laws of the Company certified by the secretary of the Company; and (iv) certified resolutions of the Company's Board of Directors approving this Agreement, the issuance of the Units, Preferred Stock, Warrants and Placement Agent Warrants, the registration of the Conversion Shares, Warrant Shares and other Registrable Securities and the other transactions contemplated by this Agreement. (b) There shall have occurred no material adverse event affecting the Company its business, assets, prospects or the Company's securities since the date of the Memorandum. (c) No litigation or administrative proceeding shall have been threatened or commenced against the Company which (i) seeks to enjoin or otherwise prohibit or restrict the consummation of the transactions contemplated by this Agreement or (ii) if adversely determined, would have an adverse effect upon the Company's business, assets or prospects or the Company's securities, except as set forth in the Title Commitment Disclosure Schedule. (d) The Company shall have been satisfied; delivered to JMR, on behalf of the Investors, a certificate of its principal executive and operating officers as to the matters set forth in Paragraphs 8(a), (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title and (c) of this Agreement and to the Real Property shall be good further effect that (i) the Company is not in default, in any respect, under any note, loan agreement, security agreement, mortgage, deed of trust, indenture, contract, alliance agreement, lease, license, joint venture agreement, agreement or other instrument to which it is a party, except as disclosed in the Financial Statements or the Memorandum; (ii) the Memorandum is true and marketable. 2. Seller shall have performedaccurate in all respects, observed and complied with all covenants, agreements and conditions required by this Contract does not contain any misstatement of a material fact or omit to be performed by, observed and complied with on its part either on or prior state a material fact necessary to make the Closing Date. 3. All of Seller’s statements set forth therein not misleading; (iii) the Company's representations and warranties contained herein shall be in this Agreement are true and correct in all respects on such date with the same force and effect as if made on such date; (iv) there has been no amendment or changes to the Company's certificate of incorporation or by-laws or authorizing resolutions from those delivered pursuant to Paragraph 8(a) of this Agreement; (v) no event has occurred which, with or without the lapse of time or giving of notice, or both, would constitute a breach or default thereof by the Company or would cause acceleration of any obligation of the Company, or could adversely affect the business, operations, financial condition or prospects of the Company; (vi) the Company has not agreed to any terms and conditions with respect to any acquisition, disposition or other material respects business transaction with any party; and (vii) no proceedings for the liquidation or dissolution of the Company is pending or contemplated. (e) JMR, on behalf of the Investors, shall have received the opinion of The ▇▇▇▇▇▇▇▇▇▇ Law Firm, counsel for the Company, dated as of the date of Closing, in form and substance satisfactory to JMR and its counsel. (f) The Company shall have prepared and filed or delivered to counsel for filing with the SEC and any states in which such filing is required, a Form D relating to the sale of the Units and such other documents and certificates as are required. (g) Units having an aggregate value of not less than two million five hundred thousand ($2,500,000) dollars shall have been subscribed for. (h) In addition to the right of JMR to terminate this Agreement and not consummate the transaction contemplated by this Agreement as a result of the failure of the Company to comply with any of its obligations set forth in this Agreement, this Agreement may be terminated by JMR by written notice to the Company at any time prior to the Initial Closing Date if, in JMR' sole judgment, (i) the Company shall have sustained a loss that is material to the Company, whether or not insured, by reason of fire, earthquake, flood, accident or other calamity, or from any labor dispute or court or government action, order or decree; (ii) trading in securities on any exchange or system shall have been suspended or limited either generally or specifically with respect to the Company's Common Stock; (iii) material governmental restrictions have been imposed on trading in securities generally or specifically with respect to the Company's Common Stock (not in force and Seller will deliver to Purchaser at Closing effect on the date of this Agreement); (iv) a certificate to that effect. 4. The physical condition banking moratorium shall have been declared by Federal or New York State authorities; (v) an outbreak of major international hostilities or other national or international calamity shall have occurred; (vi) the Congress of the Property United States or any state legislative body shall not have materially changed since passed or taken any action or measure, or such bodies or any governmental body or any authoritative accounting institute, or board, or any governmental executive shall have adopted any orders, rules or regulations, which JMR believes is likely to have an adverse effect on the Effective Datebusiness, financial condition or financial statements of the Company or the market for the Units; (vii) the Common Stock shall have been delisted from ASE or the Company shall have received notice from ASE advising the Company of its intention to have the Common Stock delisted from ASE, whether conditional or otherwise, or the Company shall fail to meet the requirements for continued listing on ASE; or (viii) there shall have been, in JMR's judgment, a material decline in the Dow ▇▇▇▇▇ Industrial Index or the market price of the Common Stock at any time subsequent to the date of the Memorandum.

Conditions. A. In addition to Purchaser’s absolute right to terminate this Contract for any reason at any time during The obligations of the Review Period, the obligation of Initial Purchaser under this Contract to purchase the Property from Seller is Notes under this Agreement are subject to the satisfaction of each of the following conditions: (a) All the representations and warranties of the Company and the Guarantors contained in this Agreement and in each of the Documents to which it is a party shall be true and correct in all material respects (except that any representation or warranty that already contains a materiality exception therein, in each such case shall be true and correct as written) as of the date hereof and at the Closing Date (after giving effect to the Acquisition and Related Transaction). On or prior to the Closing Date, the Company and each other party to the Documents (other than the Initial Purchaser) shall have performed or complied with all of the agreements and satisfied all conditions on their respective parts to be performed, complied with or satisfied pursuant to the Documents (other than conditions to be satisfied by such other parties, which the failure to so satisfy would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect). (b) No injunction, restraining order or order of any nature by a Governmental Authority shall have been issued as of the Closing Date that would prevent or materially interfere with the consummation of the Offering or any of the transactions contemplated under the Documents; and no stop order suspending the qualification or exemption from qualification of any of the Notes in any jurisdiction shall have been issued and no Proceeding for that purpose shall have been commenced or, to the knowledge of the Company, after reasonable internal inquiry, be pending as of the Closing Date. (c) No action shall have been taken and no Applicable Law shall have been enacted, adopted or issued that would, as of the Closing Date, prevent the consummation of the Offering or any of the transactions contemplated under the Documents. No Proceeding other than as set forth in the Pricing Disclosure Package shall be pending or, to the knowledge of the Company after reasonable internal inquiry, threatened other than Proceedings that (i) if adversely determined would not, individually or in the aggregate, adversely affect the issuance or marketability of the Notes, and (ii) would not, individually or in the aggregate, have a Material Adverse Effect. (d) Subsequent to the respective dates as of which data and information is given in the Pricing Disclosure Package there shall not have been any Material Adverse Change. (e) The Notes shall have been designated PORTAL securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. relating to trading in The PORTAL Market. (f) On or after the date hereof and on or prior to the Closing Date, (i) there shall not have occurred any downgrading, suspension or withdrawal of, nor shall any notice have been given of any potential or intended downgrading, suspension or withdrawal of, or of any review (or of any potential or intended review) for a possible change that does not indicate the direction of the possible change in, any rating of the Company or any securities of the Company (including, without limitation, the placing of any of the foregoing ratings on credit watch with negative or developing implications or under review with an uncertain direction) by any "nationally recognized statistical rating organization" as such term is defined for purposes of Rule 436(g)(2) under the Act, (ii) there shall not have occurred any negative change, nor shall any notice have been given of any potential or intended negative change, in the outlook for any rating of the Company or any securities of the Company by any such rating organization and (iii) no such rating organization shall have given notice that it has assigned (or is considering assigning) a lower rating to the Notes than that on which conditions may be waived in whole or in part by the Notes were marketed. (g) The Initial Purchaser by written waiver at or prior to shall have received on the Closing Date: 1. Title (i) certificates dated the Closing Date, signed by the Chief Executive Officer and the principal financial or accounting officer of the Company, on behalf of the Company, to the Real Property shall be good effect that (A) the representations and marketable as required herein, free warranties set forth in Section 4 hereof and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount each of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed Documents that are not qualified by materiality were true and correct in all material respects as of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfied; Applicable Time and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein shall be are true and correct in all material respects as of the Closing Date Date, with the same force and Seller will deliver effect as though expressly made at and as of the Closing Date, (B) the representations and warranties set forth in Section 4 hereof and in each of the Documents that are qualified by materiality were true and correct as of the Applicable Time and are true and correct as of the Closing Date, with the same force and effect as though expressly made at and as of the Closing Date, (C) the Company has performed and complied in all material respects with all agreements and satisfied in all material respects all conditions on its part to be performed or satisfied by the Company at or prior to the Closing Date, (D) at the Closing Date, since the Applicable Time or since the date of the most recent financial statements in the Pricing Disclosure Package and except as described in the Pricing Disclosure Package, (exclusive of any amendment or supplement thereto after the date hereof), to the knowledge of such officers, no event or events have occurred, no information has become known nor does any condition exist that, individually or in the aggregate, would have a Material Adverse Effect, (E) since the date of the most recent financial statements in the Pricing Disclosure Package (exclusive of any amendment or supplement thereto after the date hereof), other than as described in the Pricing Disclosure Package or contemplated hereby, neither the Company nor any Subsidiary of the Company has incurred any liabilities or obligations, direct or contingent, not in the ordinary course of business, that are material to the Company and the Subsidiaries, taken as a whole, or entered into any transactions not in the ordinary course of business that are material to the business, condition (financial or otherwise) or results of operations or prospects of the Company and the Subsidiaries, taken as a whole, and there has not been any change in the capital stock or long-term indebtedness of the Company or any Subsidiary of the Company that is material to the business, condition (financial or otherwise) or results of operations or prospects of the Company and the Subsidiaries, taken as a whole, and (F) the sale of the Notes has not been enjoined (temporarily or permanently); (ii) a certificate, dated the Closing Date, executed by the Secretary of the Company and each Guarantor, certifying such matters as the Initial Purchaser at Closing may reasonably request; (iii) a certificate of solvency, dated the Closing Date, executed by the principal financial or accounting officer of the Company substantially in the form previously approved by the Initial Purchaser or its counsel; (iv) the opinion of Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel to that effectthe Company, dated the Closing Date, in the form of Exhibit D attached hereto; and (v) an opinion, dated the Closing Date, of Proskauer Rose LLP, counsel to the Initial Purchaser, in form satisfactory to the Initial Purchaser covering such matters as are customarily covered in such opinions. 4. (h) The physical condition Initial Purchaser shall have received from each of Ernst & Young LLP, independent auditors, with respect to the Company, BDO ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, independent auditors, with respect to Hay Hall Holdings Limited and Hay Hall Group Limited, and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent auditors, with respect to ▇▇ ▇▇▇▇'▇ Corporation, (A) a comfort letter, dated as of April 3, 2007, in form and substance reasonably satisfactory to the Initial Purchaser and their counsel, with respect to the financial statements and certain financial information contained in the Pricing Disclosure Package and the Final Offering Circular, and (B) a comfort letter, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser and their counsel, to the effect that Ernst & Young LLP, BDO ▇▇▇▇ ▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, respectively, each reaffirms the statements made in its letter furnished pursuant to clause (A). (i) Each of the Property Documents shall not have materially changed since been executed and delivered by all parties thereto, and the Effective Initial Purchaser shall have received a fully executed original of each Document. (j) The Initial Purchaser shall have received copies of all opinions, certificates, letters and other documents delivered under or in connection with the Offering or any transaction contemplated in the Documents. (k) The terms of each Document shall conform in all material respects to the description thereof in the Pricing Disclosure Package and the Final Offering Circular. (l) [INTENTIONALLY DELETED] (m) [INTENTIONALLY DELETED] (n) The Company shall have received an executed waiver and consent from ▇▇▇▇▇ Fargo Foothill, Inc., in accordance with the terms of the Credit Agreement, authorizing the Company to consummate the Acquisition without violating any provision of the Credit Agreement. TB's Wood's shall have received an executed waiver and consent from and creditors of ▇▇ ▇▇▇▇'▇ with respect to ▇▇ ▇▇▇▇'▇ existing senior secured revolving credit facility assumed by the Company in connection with the Acquisition, in accordance with the terms of such credit facility, authorizing ▇▇ ▇▇▇▇'▇ to become subject to the terms of the Indenture and Senior Unsecured Notes Indentures (including becoming a Guarantor and providing security under the Indenture and becoming a guarantor under the terms of the Senior Unsecured Notes Indenture) without violating any provision of such credit facility. (o) Immediately prior to the Closing Date, Forest Acquisition Corporation shall be a direct, wholly-owned subsidiary of the Company. Forest Acquisition Corporation shall remain a direct, wholly-owned subsidiary of the Company until the Back-end Merger is completed.

Conditions. A. In addition to Purchaser’s absolute right to terminate this Contract for any reason at any time during the Review Period, the 10.1 The obligation of Purchaser under this Contract SCOLP to purchase consummate the Property from Seller acquisition of the Membership Interests is subject expressly conditioned upon the following, each of which constitutes a condition precedent to the satisfaction obligations of each SCOLP hereunder to be performed at Closing, which, if not satisfied or waived by SCOLP on or before the Closing Date (unless a different time for performance is expressly provided herein), shall constitute a failure of conditions under Section 6.1 of the following conditions on Omnibus Agreement.. Further, if any such condition was not satisfied as a result of any default or prior breach of this Agreement by Contributor, SCOLP may pursue such legal and equitable rights and remedies that may be available to it pursuant to the Omnibus Agreement: (a) On the Closing Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior (i) title to the Closing Date: 1. Title to the Real Property each Project shall be good held by the applicable Property Owner in the condition required by this Agreement, (ii) the Title Company shall deliver “marked-up” Commitments or proforma policies agreeing to issue the Required Title Policies, and marketable (iii) except as otherwise shown on attached Exhibit A, each Holding Company shall own one hundred percent (100%) of the Membership Interest in each Property Owner identified as being owned by the Holding Company on the attached Exhibit A in the condition required herein, free and clear under this Agreement. (b) The sale of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions Owned Homes and the Escrow Agent shall be prepared MH Contracts by HSC to issue an owner’s title insurance policy SHS pursuant to the Title Commitment insuring Asset Purchase Agreement shall close prior to or contemporaneously with the title to the Real Property subject only to the Permitted Exceptions in the amount closing of the Purchase Price. For purposes of determining whether transactions contemplated in this Condition has been satisfied, it shall be assumed that as of the Agreement. (c) The conditions to Closing Date: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment have been Omnibus Agreement shall be satisfied; . 10.2 The obligation of Contributor to consummate the sale of the Membership Interests is expressly conditioned upon the following, each of which constitutes a condition precedent to the obligations of Contributor hereunder to be performed at Closing, which, if not satisfied or waived by Contributor on or before the Closing Date (unless a different time for performance is expressly provided herein), shall constitute a failure of conditions under Section 6.2 of the Omnibus Agreement.. Further, if any such condition was not satisfied as a result of any default or breach of this Agreement by SCOLP, Contributor may pursue such legal and equitable rights and remedies that may be available to it pursuant to the Omnibus Agreement:: (a) The sale of the Owned Homes and the MH Contract by HSC to SHS pursuant to the Asset Purchase Agreement shall close prior to or contemporaneously with the closing of the transactions contemplated in this Agreement. (b) The conditions to Closing set forth in the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property Omnibus Agreement shall be good and marketablesatisfied. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein shall be true and correct in all material respects as of the Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effect. 4. The physical condition of the Property shall not have materially changed since the Effective Date.

Conditions. A. In addition (a) The obligations of each party to Purchaser’s absolute right consummate the Stock Purchase and to terminate this Contract for any reason at any time during effectuate the Review Period, the obligation of Purchaser under this Contract to purchase the Property from Seller is Closing are subject to the satisfaction of each or waiver of the following conditions on at the time of the Closing: (i) no Judgment issued by any Governmental Entity of competent jurisdiction or Law or other legal prohibition (collectively, “Legal Restraints”) restraining, preventing or prohibiting the consummation of the Stock Purchase shall be in effect nor shall any Action be pending or threatened in writing that may result in a Legal Restraint restraining, preventing or prohibiting the consummation of the Stock Purchase; and (ii) the waiting period (and any extension thereof) under the HSR Act in respect of the Stock Purchase shall have lapsed or been terminated and any other clearances required prior to the Closing Date, any under Foreign Merger Control Laws shall have been received or the waiting period thereunder shall have lapsed or been terminated. (b) The obligations of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior the Buyer to consummate the Stock Purchase and to effectuate the Closing are subject to the Closing Datesatisfaction or waiver of the following conditions at the time of the Closing: 1. Title to (i) the Real Property shall be good representations and marketable as required herein, free and clear warranties of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” each Seller set forth in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein Article II shall be true and correct in all material respects at the Closing, except to the extent any such representation and warranty expressly relates to a specified date (in which case on and as of such specified date) and except for the representations and warranties set forth in Section 2.03, which shall be true and correct in all respects at the Closing; (ii) each Seller shall have performed in all material respects all obligations to be performed by it as of the Closing under this Agreement; (iii) the Company or the NASDAQ Stock Market (“NASDAQ”) shall not have announced after the date hereof a delisting of the Company Common Stock from the NASDAQ; (iv) no suspension of trading specific to the Company Common Stock on the NASDAQ shall have occurred after the date of this Agreement for more than one trading day; (v) no Change of Control Transaction shall have occurred after the date of this Agreement; and (vi) the Buyer shall have received a certificate dated as of the Closing Date signed on behalf of each Seller stating that the conditions set forth in Section 1.03(b)(i) and Section 1.03(b)(ii) have been satisfied with respect to such Seller. (c) The obligations of each Seller will deliver to Purchaser consummate the Stock Purchase and to effectuate the Closing are subject to the satisfaction or waiver of the following conditions at the time of the Closing: (i) the representations and warranties of the Buyer set forth in Article III shall be true and correct in all material respects at the Closing, except to the extent any such representation and warranty expressly relates to a specified date (in which case on and as of such specified date); (ii) the Buyer shall have performed in all material respects all obligations to be performed by it as of the Closing under this Agreement; and (iii) the Sellers shall have received a certificate to dated as of the Closing Date signed on behalf of the Buyer stating that effectthe conditions set forth in Section 1.03(c)(i) and Section 1.03(c)(ii) have been satisfied. 4. The physical condition (d) For purposes of the Property shall not have materially changed since the Effective Date.this Agreement:

Conditions. A. In addition 5.1 The obligations of the Company and the Purchaser pursuant to Purchaser’s absolute right clause 4 are conditional upon: (i) all conditions to the Scheme having been satisfied or, where permissible waived, save any condition thereto relating to Escrow Completion and/or Completion; (ii) the Prospectus having been lodged with the Registrar of Companies in England and Wales in accordance with the POS Regs and posted to ITG Shareholders, Warrantholders and, if required, participants in the Iguana Share Option Schemes together with the Scheme Document by no later than the Longstop Date; and (iii) none of the Non-ISP Interests being subject to any encumbrance or restrictions on transfer. 5.2 Each of the parties agrees to use its best endeavours to procure (and the Nominated Directors and the Trustee shall use their respective best endeavours to procure that the Company and the Purchaser use their best endeavours to procure) that Condition (ii) is fulfilled as soon as practicable after the date hereof and in any case by no later than the Longstop Date and that Condition (iii) is fulfilled as soon as practicable after the date hereof and in any case prior to the Escrow Completion Date. 5.3 Condition (iii) may be waived by agreement between the Company and the Offeror. 5.4 Each of the parties agrees that it will not, and the Nominated Directors and the Trustee agree that they will use their respective best endeavours to procure that the Purchaser and the Company will not, take or permit to be taken any action which is reasonably likely to impede or prevent the satisfaction of any of the Conditions. 5.5 To the extent that any of the Conditions have not been satisfied or, where permissible, waived by the dates referred to in clause 5.2, the rights and obligations of the Company and the Purchaser under this agreement insofar as they relate exclusively to the sale and purchase of the Non-ISP Interests and the making of the Red Wave Offer shall terminate this Contract (with the effect, inter alia, that neither Escrow Completion nor Completion will take place) but without prejudice to accrued rights and liabilities. 5.6 Where for any reason at any time during the Review Period, rights and obligations of the obligation of Company and the Purchaser under this Contract agreement with respect to the sale and purchase of the Property from Seller is Non-ISP Interests are terminated, the Offeror may elect (in its absolute discretion) by serving notice in writing on the Company and the Purchaser: (i) not to proceed with the Offer in which case the Company shall not seek the sanction of the Court to the Scheme and this agreement, save for clauses 16,17, 20, 24 and 25 shall terminate but without prejudice to accrued rights and liabilities; or (ii) to proceed with the Offer, in which case the Company shall proceed to seek the sanction of the Court to the Scheme in accordance with clause 3. 5.7 Without prejudice to any other terms of this agreement, the obligations of the Company and the Offeror to effect the Scheme will be subject to the satisfaction of each of the following conditions on or prior and other terms set out in Appendix I to the Closing Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Date: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketablePress Announcement. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein shall be true and correct in all material respects as of the Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effect. 4. The physical condition of the Property shall not have materially changed since the Effective Date.

Conditions. A. This policy , any endorsement hereon and the schedule shall be read together as one contract and any word or expression to which a specific meaning has been attached in any part of this policy or of the schedule shall bear such specific meaning wherever it may appear. 1. In addition the event of any incident, circumstance which may give rise to Purchaser’s absolute right a claim for indemnity under this policy, the insured shall give immediate notice in writing to terminate the Insurer. such notice having been given not later than 30 days after the expiration of the policy period , any claim to which that circumstance has given rise , which may be made within 36 months after the expiration of the period specified in the schedule , shall be deemed for the purpose of this Contract for any reason at any time policy to have been made during the Review Periodexistence hereof. .ًندملا نوناقلا نم 926 هداملا نوناق بسحو هل 2. The Insured shall not admit liability or settle or make or promise any payment in respect of any claim which may be the subject of indemnity hereunder , or incur any costs or expenses in connection therewith , without the written consent of the Insurer , which be entitled to take over and conduct in the name of the insured the defense and / or settlement of any such claim, any such claim , for which purpose the Insured shall give all the information and assistance that the Insurer may reasonably require . The Insurers will not settle any claim without the consent of the Insured. if , however, the obligation Insured refuses to consent to any settlement recommended by the Insurer and shall elect to contest or continue any legal proceedings , then the liability of Purchaser under this Contract to purchase the Property from Seller is subject Insurer shall not exceed the amount for which the claim could have been so settled , plus the costs and expenses incurred with their consent up to the satisfaction date of each such refusal. 3. Where a retroactive date is specified in the schedule , this insurance does not apply to claims made against the Insured by reason of the following conditions on any negligent act , error or omission which occurred or was committed , or is alleged to have occurred or committed prior to the Closing Datesaid retroactive date . 4. The Insured shall at all times a) maintain accurate descriptive records of all professional services which records shall be available for inspection and use by the Insurer or their duly appointed representatives insofar as they pertain to any claim hereunder. b) give to the Insurer or their duly appointed representatives such information , assistance and signed statements as the Insurer may require , and c) assist in the defense of any claim without charge to the Insurer. 5. In the event of which conditions may any dispute arising between the Insured and the Insurer, this insurance shall be waived governed by the law of the country specified in the schedule, whose courts only shall have jurisdiction in any dispute arising hereunder. 6. It is hereby agreed that if any payment is made under this insurance in respect of a claim, the insurer is thereupon subrogated to all the Insured’s rights of recovery in relation thereto. 7. If the Insured makes any claim knowing the same to be fraudulent or false , as regards amount or otherwise , this insurance shall become void and all claims there under shall be forfeited. 8. If any claim covered by this policy is also covered in whole or in part by Purchaser other insurance, the liability of the company shall be limited to their ratable proportion of such claim. 9. The indemnity provided by this policy is restricted to apply in respect of a) compensation resulting from judgment rendered by or obtained from a court of competent jurisdiction in the territory stated in the schedule b) Charges, expenses and legal costs incurred and recoverable in the territory stated in the schedule. 10. In the absence of a local , legal regulation regarding cancellation , this insurance may be cancelled by the Insured at any time by giving written waiver at or prior notice to the Closing Date: 1Insurer . Title this insurance may also be cancelled by or on behalf of the Insurer by registered , certified or other first class mail , to the Real Property Insured’s address as shown in the schedule containing written notice about when , not less than 30 days thereafter , the cancellation shall be good and marketable effective . The mailing of such notice as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent aforesaid shall be prepared to issue an owner’s title sufficient proof of notice and this insurance policy pursuant to shall terminate at the Title Commitment insuring date and hour specified in such notice. 11. If this insurance is cancelled by the title to Insured, the Real Property subject only to Insurer shall refund the Permitted Exceptions in the amount customary short rate proportion of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketablepremium hereon. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein shall be true and correct in all material respects as of the Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effect. 4. The physical condition of the Property shall not have materially changed since the Effective Date.

Conditions. A. In addition to Purchaser’s absolute right to terminate this Contract for any reason at any time during the Review Period, the The obligation of Purchaser under this Contract Buyer to purchase consummate the Property from Seller Acquisition on the Closing Date is subject to the satisfaction of each of the following conditions on (any or prior to the Closing Date, any all of which conditions may be waived by Buyer, in its sole discretion, in whole or in part by Purchaser by written waiver at or prior part, to the Closing Date:extent permitted by applicable law): 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount (i) each of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties of Seller contained herein shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though the same had been made on and as of the Closing Date; (ii) Seller shall have performed and complied, in all material respects, with the covenants and provisions of this Agreement required to be performed or complied with by it between the date hereof and the Closing Date; (iii) since the date of this Agreement, no event or circumstance shall have occurred that has had, or is reasonably likely to have, a material adverse effect on the business, assets, properties, liabilities, financial condition or results of operations of Seller; (iv) (A) no Legal Proceeding shall have been instituted or threatened or claim or demand made against Seller or Buyer seeking to restrain or prohibit or to obtain damages with respect to the consummation of the transactions contemplated by this Agreement, or which might, in the reasonable opinion of Buyer, result in a material adverse change in the business, assets, properties, liabilities, financial condition or results of operations of Seller and (B) there shall not be in effect any Order of a Government Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement; (v) Buyer and Seller shall have received all third-party consents and approvals required with respect to the assumption by, and the assignment to, Buyer of the Lease; (vi) Buyer shall not have obtained or discovered, in the course of its due diligence review referred to in Section 5.1 above, information concerning Seller or the Assets which, in the reasonable judgment of Buyer, could materially adversely affect the business, assets, financial condition or results of operations of the Seller or Buyer (provided that the condition set forth in this clause (vi) will deliver to Purchaser at lapse on the Closing Date); (vii) Buyer shall have received a certificate to that effect.the effect set forth in clauses (i) and (ii) above, dated the Closing Date and signed by a duly authorized officer of Seller; 4. The physical condition (viii) Buyer shall have received a certificate of the Property shall Secretary of each Seller, dated the Closing Date, setting forth resolutions of the Board of Directors and of the shareholders or members, as applicable, of Seller authorizing the execution and delivery of this Agreement and each document and instrument required to be executed and delivered by Seller hereunder and the consummation of the transactions contemplated hereby and thereby, and certifying that such resolutions were duly adopted and have not have materially changed since been rescinded or amended as of the Effective Closing Date.;

Conditions. A. 8.1 The Insured shall give written notice to the Company as soon as reasonably practicable of any claims made against the Insured (or any specific event or circumstances that may give rise to a claim being made against the Insured) and which forms the subject of indemnity under this policy and shall give all such additional information as the Company may require. Every claim, writ, summons or process and all documents relating to the event shall be forwarded to the Company immediately they are received by the Insured. 8.2 No admission offer promise or payment shall be made or given by or on behalf of the Insured without the written consent of the Company. 8.3 The Company will have the right but in no case the obligation, to take over and conduct in the name of the insured the defence of any claims and will have full discretion in the conduct of any proceedings and in the settlement of any claim and having taken over the defence of any claim may relinquish the same. All amounts expended by the Company in the defence, settlement or payment of any claim will reduce the limits of indemnity specified in the Schedule of the Policy. In addition the event that the Company, in its sole discretion chooses to Purchaser’s absolute exercise its right pursuant to terminate this Contract for condition, no action taken by the company in the exercise of such right will serve to modify or expand in any reason manner, the company's liability or obligations under this policy beyond what the company's liability or obligations would have been had it not exercised its rights under this condition. 8.4 The Insured shall give all such information and assistance as the Company may reasonably required. 8.5 The Insured shall give notice as soon as reasonably practicable of any fact, event or circumstance which materially changes the information supplied to the Company at the time when this policy was effected and the Company may amend the terms of this policy. 8.6 The Company may at any time during pay to the Review Period, the obligation Insured in connection with any claim or series of Purchaser claims under this Contract policy to purchase the Property from Seller is subject to the satisfaction of each of the following conditions on or prior to the Closing Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Date: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in indemnity limit applies the amount of such limit (after deduction of any sums already paid) or any lesser amount for which such claims can be settled and upon such payment being made the Purchase PriceCompany shall relinquish the conduct and control of and be under no further liability in connection with such claims. For purposes <<< 15 >>> 8.7 The Policy and the Schedule shall be read together as one contract and any word or expression to which a specific meaning had been attached in any part of determining whether this Condition has policy or the Schedule shall bear such specific meaning wherever it may appear. The terms and exclusions of this policy (and any phrase or word contained therein) shall be interpreted in accordance with the Indian Law. 8.8 If at the time of happening of any event resulting into a liability under this policy, there be any other liability insurance or insurances effected by the Insured or by any other person covering the same liability, then the Company shall not be liable to pay or contribute more than its rateable proportion of such liability. 8.9 This Policy does not cover liability which at the time of happening of any event resulting into such liability, be insured by or would but for the existence of this policy, be insured by, any other policy (but not a liability policy) or policies, except in respect of any excess beyond the amount which could have been satisfiedpayable under such policy/policies had this insurance not been effected. 8.10 The Company may cancel this Policy by giving thirty days' notice in writing of such cancellation to the Insured's last known address and in such an event the company will return a pro-rata portion of the premium (subject to a minimum retention of 25 per cent of the annual premium) for the unexpired part of the Insurance. This Policy may also be canceled by the Insured by giving thirty days' notice in writing to the Company in which event the Company will retain premium at short period scale provided there is no claim under the Policy during the period of Insurance. In case of any claim under the policy, no refund of premium shall be allowed. 8.11 In the event of Liability arising under the Policy or the payment of a claim under this Policy, the limit of indemnity per any one year under the policy shall get reduced to the extent of quantum of liability to be paid or actual payment of such claim. Under no circumstance it shall be assumed permissible to reinstate the aggregate limit of indemnity to the original level even on payment of extra premium. 8.12 It is also hereby further expressly agreed and declared that as if the Company shall disclaim liability to the Insured for any claim hereunder and such claim shall not within 12 calendar months from the date of such disclaimer have been made the subject matter of suit in a court of Law then the claim shall for all purposes be deemed to have been abandoned and shall not thereafter be recoverable hereunder. <<< 16 >>> 8.13 The Company shall not be liable to make any payment under this Policy in respect of any claim if such claim shall be in any manner fraudulent or supported by any statement or device whether by Insured or by any person on behalf of the Closing Date: (a) all Insured and/or if the insurance has been continued in consequence of Purchaser’s “Requirements” set forth in any material mis-statement or the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required non- disclosure of any material information by this Contract to be performed by, observed and complied with or on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein shall be true and correct in all material respects as behalf of the Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effectInsured. 4. The physical condition of the Property shall not have materially changed since the Effective Date.

Conditions. A. In addition to Purchaser’s absolute right to terminate The effectiveness of this Contract for any reason at any time during the Review Period, the obligation of Purchaser under this Contract to purchase the Property from Seller Amendment is subject to the satisfaction of each of the following conditions precedent (the date on which the following conditions are satisfied or prior to waived, the Closing “Amendment No. 2 Effective Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Date:”): 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment Company and Investor shall have been satisfied; executed and delivered this Amendment. (b) after giving effect to this Amendment, the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein in the Note Purchase Agreement and in each other Note Document are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all material respects subject to such qualification) on and as of the Closing Date date hereof to the same extent as though made on and Seller will deliver as of such date, except to Purchaser at Closing a certificate the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that effect.such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date; 4. The physical condition (c) after giving effect to this Amendment, no event shall have occurred and be continuing or would result from the consummation of the Property transactions contemplated herein that would constitute an Event of Default or a Default; (d) each Note Party shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary in connection with the transactions contemplated by this Amendment and each other Note Document and each of the foregoing shall be in full force and effect. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the this Amendment and each other Note Document or the financing thereof and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired; (e) the Company shall have delivered to the Investor an originally executed closing certificate, certifying as to the conditions set forth in Sections 3(b), (c) and (h) of this Amendment; (f) on the Amendment No. 2 Effective Date, the Investor shall have received a Solvency Certificate of the chief financial officer or treasurer of the Company substantially in the form of Exhibit G, dated as of the Amendment No. 2 Effective Date; (g) there shall not exist any action, suit, investigation, litigation or proceeding or other legal or regulatory developments pending or, to the Company’s knowledge, threatened in any court or before any arbitrator or Governmental Authority that, in the reasonable judgment of the Investor, singly or in the aggregate, materially impairs any of the other transactions contemplated by this Amendment and each other Note Document, or that would have materially changed a Material Adverse Effect; (h) since December 31, 2023, no event, circumstance or change shall have occurred that has caused or could reasonably be expected to result in, either in any case or in the Effective Dateaggregate, a Material Adverse Effect; and (i) all actual and documented reasonable out-of-pocket costs, fees and expenses of Ropes & Gray LLP, as counsel to the Investor, as invoiced on or prior to the date hereof in connection with this Amendment and all documents in connection herewith shall have been paid.

Conditions. A. In addition SECTION 7.1. Conditions to Purchaser’s absolute right the Obligation of Each Party. The respective obligations of Parent, Sub and the Company to terminate this Contract for any reason at any time during effect the Review Period, the obligation of Purchaser under this Contract to purchase the Property from Seller is Merger are subject to the satisfaction of each the following conditions, unless waived in writing by all parties: (a) This Agreement and the Plan of Merger shall have been approved and adopted by the Required Vote; (b) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the following conditions on or prior to the Closing Date, any of which conditions may Merger shall be waived in whole effect; (c) All actions by or in part by Purchaser by written respect of or filings with any Governmental Entity required to permit the consummation of the Merger shall have been obtained or made (including the expiration or termination of any applicable waiting period under the HSR Act and any pre-closing clearance required under the antitrust laws of any applicable jurisdiction); and (d) No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law, executive order, decree or injunction (whether temporary, preliminary or permanent) which is then in effect and has the effect of making illegal, materially restricting or in any way preventing or prohibiting the Merger. SECTION 7.2. Conditions to Obligations of Parent and Sub to Effect the Merger. The obligations of Parent and Sub to effect the Merger are further subject to satisfaction or waiver at or prior to the Closing DateEffective Time of the following conditions: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfied; and (bi) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s The representations and warranties contained herein of the Company in this Agreement (without giving effect to any materiality or Company Material Adverse Effect qualifications) shall be true and correct as of the date of this Agreement and as of the Effective Time (except for representations and 36 warranties which are as of a specific date, in which event, they shall be true and correct as of such date), except for such inaccuracies in such representations or warranties as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect; (ii) the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to Closing; and (iii) the Company shall have delivered to Parent and Sub a certificate to the effect that each of the conditions specified in clauses (i) and (ii) of this Section 7.2(a) is satisfied in all respects, duly executed by an authorized officer of the Company; (b) There shall not be overtly threatened, instituted or pending any action, proceeding, application or counterclaim by any Governmental Entity before any court or governmental regulatory or administrative agency, authority or tribunal which challenges or seeks to challenge, restrain or prohibit the consummation of the Merger; (c) There shall be no Company Stock Awards outstanding as of the Closing Date Effective Time; and (d) The Company shall have caused to be delivered to Parent resignations of all the directors of the Company and Seller will deliver the Subsidiaries effective as of the Effective Time. SECTION 7.3. Conditions to Purchaser Obligations of the Company to Effect the Merger. The obligations of the Company to effect the Merger are further subject to satisfaction or waiver at Closing or prior to the Effective Time of the following conditions: (a) The representations and warranties of Parent and Sub in this Agreement (without giving effect to any materiality or material adverse effect qualifications) shall be true and correct as of the date of this Agreement and as of the Effective Time (except for representations and warranties which are as of a specific date, in which event, they shall be true and correct as of such date), except for such inaccuracies in such representations or warranties as, individually or in the aggregate, would not reasonably be expected, individually or in the aggregate, to prevent or materially delay the performance by Parent or Sub of any of its obligations under this Agreement, the consummation of the Merger or the other transactions contemplated herein; (b) Parent and Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to Closing; and (c) Parent and Sub shall have delivered to the Company a certificate to the effect that effect. 4. The physical condition each of the Property shall not have materially changed since the Effective Dateconditions specified in Sections 7.3(a) and (b) is satisfied in all respects, duly executed by an authorized officer of each of Parent and Sub.

Conditions. A. In addition 7.1. Conditions to Purchaser’s absolute right Each Party's Obligations to terminate this Contract for any reason at any time during Effect the Review Period, Merger. The respective obligations of each party to effect the obligation of Purchaser under this Contract to purchase the Property from Seller is Merger shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver fulfillment at or prior to the Closing DateEffective Time of the following conditions: 1. Title (a) The Merger shall have been approved and adopted by the requisite vote of the holders of Target Common Stock. (b) The Parent Common Stock issuable in the Merger shall have been authorized for listing on the New York Stock Exchange, upon official notice of issuance. (c) All authorizations, consents, orders or approvals of, and all expirations of waiting periods imposed by, any Governmental Entity (including without limitation those required to obtain the Regulatory Approvals) (collectively, "CONSENTS") which are necessary for the consummation of the Merger (other than immaterial Consents, the failure to obtain which would not be materially adverse to the Real Property business of the Surviving Corporation) shall have been obtained or shall have occurred and shall be good in full force and marketable as required hereineffect at the Effective Time; provided, free however, that none of the preceding Consents shall be deemed obtained if (i) it shall have imposed any condition or requirement which would so materially and clear adversely impact the economic or business benefits to Parent or Target of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions transactions contemplated by this Agreement that, had such condition or requirement been known, such party would not, in its reasonable judgment, have entered into this Agreement or (ii) such Consent causes the ownership of Target and the Escrow Agent Target Subsidiaries by Parent, after the Effective Time, to impose on Parent or any of its Subsidiaries (including Target or any Target Subsidiary) any limitations or conditions on the businesses and activities engaged in by Parent or any such Subsidiary that would not be applicable in the absence of such ownership (any such condition or limitation described in clause (i) or (ii) being referred to herein as a "Burdensome Condition"); provided, however, that none of those conditions and requirements set forth in Section 7.1 of the Target Disclosure Letter hereto shall be prepared constitute a Burdensome Condition for any purpose under this Agreement. (d) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act. No stop order suspending the effectiveness of the Registration Statement shall have been issued by the Commission and remain in effect. (e) No temporary restraining order, preliminary or permanent injunction or other order by any federal or state court in the United States which prevents the consummation of the Merger shall have been issued and remain in effect. (f) All applicable waiting periods with respect to issue an owner’s title insurance policy any "Notification and Report Form for Certain Mergers and Acquisitions" filed by Parent, Target or any of their "ultimate parent entities" in compliance with the HSR Act pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount transactions contemplated hereby shall have passed, or early termination of the Purchase Price. For purposes such waiting periods shall have been granted. (g) The Net Book Value of determining whether this Condition has been satisfied, it shall be assumed that Target as of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment Calculation Date shall have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketabledetermined in accordance with Section 5.22. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein shall be true and correct in all material respects as of the Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effect. 4. The physical condition of the Property shall not have materially changed since the Effective Date.

Conditions. A. In addition (a) Except as otherwise provided herein, you will have all rights of a shareholder with respect to Purchaser’s absolute the Restricted Shares, including, without limitation, the right to terminate this Contract for vote the Restricted Shares and receive any reason at any time during cash and stock dividends with respect to such Restricted Shares. Any shares issued to you as a stock dividend with respect to the Review Period, the obligation of Purchaser under this Contract to purchase the Property from Seller is Restricted Shares shall be subject to the satisfaction of each same restrictions under this Agreement as the Restricted Shares with respect to which such stock dividends were issued and shall bear the same legends as the Restricted Shares. (b) In the event that the shares of the following conditions on Company, as a result of a combination of shares or any other change or exchange for other securities, by reclassification, reorganization or otherwise, is increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company or of another entity, the number of the Restricted Shares shall be appropriately adjusted to reflect such change. If any such adjustment shall result in a fractional share, such fraction shall be disregarded. (c) The Restricted Shares, and all rights related thereto, may not be sold, transferred, assigned, pledged, hypothecated or otherwise disposed of prior to the Closing Datetime that the Restricted Shares vest as provided herein. (d) If your employment with the Company is terminated for any reason, you shall forfeit your right as to any of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Date: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that unvested Restricted Shares as of the Closing Date: date of such termination of employment, and the unvested Restricted Shares shall be canceled. The provisions of this Paragraph 3(d) shall not apply to any vested Restricted Shares. (ae) Any sale, transfer, assignment or other disposition by you of Restricted Shares shall be made in compliance with all federal and state securities laws. The Compensation Committee of Purchaser’s “Requirements” set forth the Company may from time to time impose any conditions on the Restricted Shares as it deems necessary or advisable to ensure such shares are issued and resold in compliance with all applicable federal and state securities laws. (f) On or after a vesting date, the Company shall notify you if and when the restrictions on the vested Restricted Shares have lapsed. Within ten (10) business days of a vesting date, the Company shall deliver to you a certificate for the vested shares without any legend or restrictions, except for such restrictions as may be imposed by the Company, in its sole judgment, under Paragraph 3(e) of this Agreement, provided that no certificates for shares will be delivered to you until appropriate arrangements have been made with the Company for the withholding of any taxes which may be due with respect to such shares. The Company may condition the delivery of certificates for shares upon the prior receipt from you of any undertakings which it may determine are required to assure that the certificates are being issued in compliance with federal and state securities laws. (g) Nothing in this Agreement shall confer on you any right to continue in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein shall be true and correct in all material respects as employ of the Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effect. 4. The physical condition Company or any subsidiary of affiliate of the Property shall not have materially changed since Company or any successor to any of them, or affect the Effective Dateright of the Company or any such subsidiary, affiliate or successor to terminate your employment at any time.

Conditions. A. In addition The several obligations of the Selling Stockholder to Purchaser’s absolute right sell the Shares, to terminate this Contract for any reason at any time during the Review Period, Underwriters and the obligation several obligations of Purchaser under this Contract the Underwriters to purchase and pay for the Property from Seller is Shares on the Closing Date are subject to the satisfaction of each of conditions that the following conditions on or Registration Statement shall have become effective prior to the Closing Date, any date hereof. The several obligations of which conditions may be waived in whole or in part by Purchaser by written waiver at or the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: 1. Title to (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the Real Property shall be good and marketable as required hereindirection of the possible change, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount rating accorded any of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as securities of the Closing Date: Company or any of its Subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; and (aii) all there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of Purchaser’s “Requirements” the Company and its Subsidiaries, taken as a whole, from that set forth in the Title Commitment have been satisfied; Time of Sale Prospectus that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy Closing Date (i) a certificate, dated the requirement that title Closing Date and signed by an executive officer of the Company, to the Real Property shall be good effect set forth in Section 6(a)(i) above and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s effect that the representations and warranties of the Company contained herein shall be in this Agreement are true and correct in all material respects as of the Closing Date and Seller will deliver that the Company has complied with all of the agreements and satisfied all of the conditions on its part to Purchaser at be performed or satisfied hereunder on or before the Closing Date and (ii) a certificate, dated the Closing Date and signed by an executive officer of GE, to the effect that the representations and warranties of GE contained in this Agreement are true and correct as of the Closing Date and that GE has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. Each officer signing and delivering each such certificate may rely upon the best of his or her knowledge as to that effectproceedings threatened. 4(c) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, outside counsel for the Company, each dated the Closing Date, in form and substance reasonably satisfactory to the Representatives. (d) The Underwriters shall have received on the Closing Date an opinion of ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for GE, dated the Closing Date, in form and substance reasonably satisfactory to the Representatives. (e) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Underwriters, each dated the Closing Date, in form and substance reasonably satisfactory to the Representatives. With respect to the negative assurance letter referenced in Section 6(c) above, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP may state that their opinions and beliefs in such letter are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. With respect to Section 6(d) above, ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP may rely upon an opinion or opinions of counsel for the Selling Stockholder and, with respect to factual matters and to the extent such counsel deems appropriate, upon the representations of the Selling Stockholder contained herein and in other documents and instruments; provided that (A) each such counsel for the Selling Stockholder is satisfactory to your counsel, (B) a copy of each opinion so relied upon is delivered to you and is in form and substance satisfactory to your counsel, (C) copies of any such other documents and instruments shall be delivered to you and shall be in form and substance satisfactory to your counsel and (D) ▇▇▇▇, ▇▇▇▇▇, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP shall state in their opinion that they are justified in relying on each such other opinion. The physical condition opinions and negative assurance letters, as applicable, of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP described in Sections 6(c) and 6(d) above (and any opinions of counsel for the Selling Stockholder referred to in the immediately preceding paragraph) shall be rendered to the Underwriters at the request of the Property Company or the Selling Stockholder, as the case may be, and shall so state therein. (f) The Underwriters shall have received, on each of the date hereof and the Closing Date, from Deloitte & Touche LLP, independent registered public accountants for the Company, one or more letters dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Representatives, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the audited and unaudited financial statements and certain financial information of the Company contained or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that each such letter delivered on the Closing Date shall use a “cut-off date” not have materially changed since earlier than the Effective date hereof. (g) The “lock-up” agreements, each substantially in the forms attached as Exhibit A hereto, between (i) you and GE and (ii) you and certain officers and directors of the Company each listed in Schedule III hereto, relating to sales and certain other dispositions of shares of Common Stock and/or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (h) The Underwriters shall have received such other documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Firm Shares and other matters related to the issuance of such Firm Shares. (i) The Debt-for-Equity Exchange shall have been consummated (i) in accordance with the terms and conditions of the Exchange Agreement and (ii) consistent with the description thereof set forth in the Time of Sale Prospectus and the Prospectus. (j) The Financial Industry Regulatory Authority, Inc. has confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements relating to the offering of the Shares. (k) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of the following: (i) (A) a certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to clause 6(b)(i) above remains true and correct as of such Option Closing Date and (B) a certificate, dated the Option Closing Date and signed by an executive officer of GE, confirming that the certificate delivered on the Closing Date pursuant to clause 6(b)(ii) above remains true and correct as of such Option Closing Date; (ii) an opinion and negative assurance letter of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, outside counsel for the Company, each dated the Option Closing Date, in connection with the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(c) above; (iii) an opinion of ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, outside counsel for GE, dated the Option Closing Date, in connection with the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(d) hereof; (iv) an opinion and negative assurance letter of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Underwriters, each dated the Option Closing Date, in connection with the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(e) hereof; (v) one or more letters dated the Option Closing Date, in form and substance satisfactory to the Representatives, from Deloitte & Touche LLP, independent registered public accountants for the Company, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to clause 6(f) hereof; provided that each such letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than two business days prior to such Option Closing Date; and (vi) such other documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. In addition to the above, the obligations of the Underwriters to purchase and pay for the Shares pursuant to this Agreement are subject to the Selling Stockholder having received a counterpart of the Exchange Agreement that shall have been executed and delivered by a duly authorized officer of GE, and GE having delivered the Shares to the Selling Stockholder in accordance with the Exchange Agreement.

Conditions. A. In addition to Purchaser’s absolute right to terminate this Contract for any reason at any time during the Review Period, the The obligation of Purchaser under this Contract the Investor to purchase the Property from Seller Units at the Closing is subject to the satisfaction of each of the following conditions on or prior to the Closing Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Dateconditions: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s The representations and warranties of the Company contained herein shall be true and correct in all material respects on and as of the Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effectDate. 4(b) There shall be no preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, nor any statute, rule, regulation or order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining the sale or purchase of the Units. (c) At the Closing, the Investor shall be reasonably satisfied that: The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of its incorporation and is duly qualified to do business and is in good standing in all jurisdictions in which the failure to so qualify would have a material adverse effect on the business of the Company. To the best knowledge of the Company, no consent, authorization or order of, and no filing with, any court, government agency or other body is required for the issuance of the Unit Notes or the Unit Warrants by the Company, or for the issuance by the Company of the underlying Warrant Securities upon conversion of the Units or such Unit Notes, exercise of such Unit Warrants or otherwise in accordance with the terms of the Agreement, the Unit Notes, the Unit Warrants, or the Security Agreement, except for compliance with any applicable federal and/or state securities laws. This Agreement and the Exhibits hereto have each been duly and validly authorized, executed and delivered by the Company. The physical Unit Notes, the Unit Warrants and the Warrant Securities have been duly authorized and are, or in the case of the Warrant Securities, will be, upon the exercise of and payment therefor, validly issued, fully paid and non-assessable; all corporate action required to be taken for the authorization, issue and sale of such securities has been duly and validly taken; to the best knowledge of the Company, the Unit Notes, the Unit Warrants, and the Warrant Securities are not and will not be subject to the preemptive rights of any stockholder of the Company. The authorized capital stock of the Company and the outstanding Securities of the Company are as set forth in the Disclosure Documents. There are no other securities issued and outstanding, or if such securities do exist, that such securities have been duly authorized and are non-assessable; all issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable. To the best knowledge of the Company other than as set forth in the Disclosure Documents, the holders thereof have no rights of rescission with respect thereto. To the best knowledge of the Company, except for transactions contemplated by the Subscription Agreement, the Unit Notes, the Unit Warrants and the Security Agreement and except as otherwise described in the Subscription Agreement, the Schedules and other documents delivered in connection therewith, there are (A) no voting trusts or agreements among, or irrevocable proxies executed by, stockholders of the Company, (B) no existing rights of stockholders to require the Company to register any securities of the Company or to participate with the Company in any registration by the Company of its securities, and (C) no outstanding warrants, options or rights to subscribe for or purchase any capital stock or other securities from the Company . To the best knowledge of the Company, other than as disclosed in the Disclosure Documents, there is no litigation or government proceeding pending against, or involving the properties or business of the Company which might materially and adversely affect the value or the operation of the properties or the business of the Company. Neither the execution and delivery of this Agreement nor the Exhibits hereto, nor the issue and sale of the Unit Notes, the Unit Warrants, or the Warrant Securities, nor the consummation of any of the transactions contemplated therein, nor the compliance by the Company with the terms and provisions thereof, has conflicted with or will conflict with, or has resulted in or will result in any violation of the provisions of the Certificate of Incorporation or the Bylaws of the Company, or, to the best knowledge of the Company, constituted or will constitute a default under, or has resulted in or will result in the creation or imposition of any lien, charge or encumbrance upon any material property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, note, loan or credit agreement known to the Company, or any other agreement or instrument evidencing an obligation for borrowed money known to the Company or any other material agreement or instrument known to the Company, to which the Company is a party or by which the Company may be bound, the violation of which would have a material adverse effect on the Company, other than as described in the Disclosure Documents. (d) On or prior to the Closing Date, the Investor shall have been furnished such documents, certificates and opinions as they may reasonably require for the purpose of enabling them to review or pass upon the matters set forth herein, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. (e) Prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition, prospects or the business activities, financial or otherwise, of the Company as a whole, from the latest dates as of which such condition is set forth in this Subscription Agreement and the Disclosure Documents; (ii) there shall have been no transaction, not in the ordinary course of business, entered into by the Company from the latest date as of which the financial condition of the Property Company is set forth in this Subscription Agreement and the Disclosure Documents which is material to the company and which has not been disclosed to the Investors in writing; (iii) the Company shall not be in default in any material respect under any provision of any instrument relating to any outstanding indebtedness; (iv) no material amount of the assets of the Company shall have been pledged or mortgaged; and (v) no action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or affecting any of its respective properties or businesses before or by any court of federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding could materially changed since adversely affect the Effective Datebusiness, operations, prospects or financial condition or income of the Company.

Conditions. A. In addition (a) The obligations of the Company to Purchaser’s absolute right to terminate consummate the transactions contemplated by this Contract for any reason at any time during Agreement, including the Review PeriodTransaction, the obligation of Purchaser under this Contract to purchase the Property from Seller is shall be subject to the satisfaction of each fulfillment of the following conditions on or prior to the Closing Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Dateconditions: 1. Title to the Real Property shall be good (i) The representations and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount warranties of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” Holders set forth in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein Section 3 hereof shall be true and correct in all material respects on and as of the Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effectcertifying such shall be delivered. 4. The physical condition (ii) All proceedings, corporate or otherwise, to be taken by the Holders in connection with the consummation of the Property transactions contemplated by this Agreement shall not have materially changed since been duly and validly taken and all necessary consents, approvals or authorizations of any governmental or regulatory authority or other third party required to be obtained by the Effective DateCompany or the Holders shall have been obtained in form and substance reasonably satisfactory to the Company. (iii) Shareholder Approval shall be obtained by the necessary affirmative vote of the shareholders of the Company as described above in Section 2(c). (iv) The Holders shall have delivered to the Company any and all documentation evidencing the Tranche C Debt and certificates representing the Series A Preferred Stock, together with stock powers medallion guaranteed, for cancellation. (v) All necessary documentation, including UCC-3 termination statements, shall have been filed terminating the security interest evidenced by the Tranche C Debt. (vi) The Holders shall have delivered the Lockup Agreements (defined below). (b) The obligation of the Holders to consummate the transactions contemplated by this Agreement, including the Transaction, shall be subject to the fulfillment of the following conditions: (i) The representations and warranties of the Company set forth in Section 2 hereof shall be true and correct in all material respects on and as of the Closing and a certificate certifying such shall be delivered. (ii) All proceedings, corporate or otherwise, required to be taken by the Company on or prior to such date in connection with the consummation of the transactions contemplated by this Agreement shall have been duly and validly taken and all necessary consents, approvals or authorizations of any governmental or regulatory authority or other third party required to be obtained by the Company or the Holders shall have been obtained in form and substance reasonably satisfactory to the Holders. (iii) Shareholder Approval shall be obtained by the necessary affirmative vote of the shareholders of the Company as described above in Section 2(c). (iv) The Company shall have caused the Debt Exchange Shares and Warrant Shares to be approved for listing on the NYSE Amex or any national securities exchange on which the Common Stock is then listed.

Conditions. A. In addition to Purchaser’s absolute right to terminate this Contract for any reason at any time during the Review Period, the The obligation of the Initial Purchaser under this Contract to purchase the Property from Seller Notes under this Agreement is subject to the satisfaction of each of the following conditions on or prior to waiver thereof by the Closing Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing DateInitial Purchaser: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in All the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties of the Company and its Subsidiaries contained herein in this Agreement and in each of the Documents shall be true and correct in all material respects as of the date hereof and at the Closing Date except for (i) representations and Seller will deliver warranties which speak as of an earlier date which shall be true and correct as of such earlier date and (ii) representations and warranties qualified by materiality or Material Adverse Effect which shall be true and correct in all respects. On or prior to Purchaser at the Closing Date, the Company and each other party to the Documents (other than the Initial Purchaser) shall have performed or complied with all of the agreements and satisfied all conditions on their respective parts to be performed, complied in all material respects with or satisfied pursuant to the Documents (other than conditions to be satisfied by such other parties, which the failure to so satisfy would not, individually or in the aggregate, have a certificate to that effectMaterial Adverse Effect). 4. The physical condition (b) No injunction, restraining order or order of any nature by a Governmental Authority shall have been issued as of the Property Closing Date that would prevent or materially interfere with the consummation of the Offering or any of the transactions contemplated under the Documents; and no stop order suspending the qualification or exemption from qualification of any of the Notes in any jurisdiction shall have been issued and no Proceeding for that purpose shall have been commenced or, to the knowledge of the Company after due inquiry, be pending or contemplated as of the Closing Date. (c) No action shall have been taken and no Applicable Law shall have been enacted, adopted or issued that would, as of the Closing Date, prevent the consummation of the Offering or any of the transactions contemplated under the Documents. No Proceeding shall be pending or, to the knowledge of the Company after due inquiry, threatened other then Proceedings that (A) if adversely determined would not, individually or in the aggregate, adversely affect the issuance or marketability of the Notes, and (B) would not, individually or in the aggregate, have a Material Adverse Effect, except as disclosed in the Final Offering Circular. (d) Subsequent to the respective dates as of which data and information is given in the Time of Sale Circular and the Final Offering Circular, there shall not have materially changed been any Material Adverse Change. (e) On or after the date hereof, (i) there shall not have occurred any downgrading, suspension or withdrawal of, nor shall any notice have been given of any potential or intended downgrading, suspension or withdrawal of, or of any review (or of any potential or intended review) for a possible change that does not indicate the direction of the possible change in, any rating of the Company or any securities of the Company (including, without limitation, the placing of any of the foregoing ratings on credit watch with negative or developing implications or under review with an uncertain direction) by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Act, (ii) there shall not have occurred any change, nor shall any notice have been given of any potential or intended change, in the outlook for any rating of the Company or any securities of the Company by any such rating organization and (iii) no such rating organization shall have given notice that it has assigned (or is considering assigning) a lower rating to the Notes than that on which the Notes were marketed. (f) The Initial Purchaser shall have received on the Closing Date: (i) certificates dated the Closing Date, signed by (1) the Chief Executive Officer and (2) the principal financial or accounting officer of the Company, on behalf of the Company (and not the officer’s individual capacity), to (a) the effect of the statements set forth in Section 7(a) hereto, (b) at the Closing Date or since the Effective date of the most recent financial statements in the Final Offering Circular (exclusive of any amendment or supplement thereto after the date hereof), other than as disclosed in the Final Offering Circular or contemplated hereby, no event or events have occurred, no information has become known nor does any condition exist that, individually or in the aggregate, would have a Material Adverse Effect, (c) since the date of the most recent financial statements in the Final Offering Circular (exclusive of any amendment or supplement thereto after the date hereof), other than as disclosed in the Final Offering Circular or contemplated hereby, none of the Company, any of its Subsidiaries or to the Company’s knowledge, the InfoHighway Entities has incurred any liabilities or obligations, direct or contingent, not in the ordinary course of business, that are material to the Company, its Subsidiaries and the InfoHighway Entities taken as a whole, or entered into any transactions not in the ordinary course of business that are material to the business, condition (financial or otherwise) or results of operations of the Company, its Subsidiaries and the InfoHighway Entities, taken as a whole, and there has not been any change in the Capital Stock or long-term indebtedness of the Company or any of its Subsidiaries or, to the Company’s knowledge, the InfoHighway Entities that is material to the business, condition (financial or otherwise) or results of operations or prospects of the Company, its Subsidiaries and the InfoHighway Entities, taken as a whole and (d) the sale of the Notes has not been enjoined (temporarily or permanently); (ii) a certificate, dated the Closing Date, executed by the Secretary of the Company and the Guarantors, certifying as to the Charter Documents and certain actions relating to the offering and sale of the Notes and the Transactions and such matters as the Initial Purchaser may reasonably request; (iii) a certificate of solvency, dated the Closing Date, executed by the principal financial or accounting officer of the Company substantially in a form satisfactory to the Initial Purchaser; (iv) the opinion, dated the Closing Date, of W▇▇▇▇▇▇ ▇▇▇▇ & G▇▇▇▇▇▇▇▇ LLP, counsel to the Company and the Guarantors, substantially in form and substance satisfactory to the Initial Purchaser; (v) the opinion, dated the Closing Date, of Virginia counsel to the Company and the Guarantors, substantially in form and substance satisfactory to the Initial Purchaser; (vi) the opinion, dated the Closing Date, of Connecticut counsel to the Company and the Guarantors, substantially in form and substance satisfactory to the Initial Purchaser; (vii) the opinion, dated the Closing Date, of C▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq., General Counsel of the Company, substantially in form and substance satisfactory to the Initial Purchaser; and (viii) an opinion, dated the Closing Date, of White & Case LLP, counsel to the Initial Purchaser, in form satisfactory to the Initial Purchaser covering such matters as are customarily covered in such opinions. (g) The Initial Purchaser shall have received from E&Y, independent public accountants under the standards established by the American Institute of Certified Public Accountants, with respect to the Company and ATX, (A) a customary comfort letter, dated the date hereof, in form and substance reasonably satisfactory to the Initial Purchaser, with respect to the financial statements and certain financial information contained in the Final Offering Circular, and (B) a customary “bring down” comfort letter, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser, to the effect that E&Y reaffirms the statements made in its letter furnished pursuant to clause (A). (h) The Initial Purchaser shall have received from PWC, independent public accountants under the standards established by the American Institute of Certified Public Accountants, with respect to ATX, (A) a customary comfort letter, dated the date hereof, in form and substance reasonably satisfactory to the Initial Purchaser, with respect to the financial statements and certain financial information contained in the Final Offering Circular, and (B) a customary “bring down” comfort letter, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser, to the effect that PWC reaffirms the statements made in its letter furnished pursuant to clause (A). (i) The Initial Purchaser shall have received from PWC, independent public accountants under the standards established by the American Institute of Certified Public Accountants, with respect to the Company, (A) a customary comfort letter, dated the date hereof, in form and substance reasonably satisfactory to the Initial Purchaser, with respect to the financial statements and certain financial information contained in the Final Offering Circular, and (B) a customary “bring down” comfort letter, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser, to the effect that PWC reaffirms the statements made in its letter furnished pursuant to clause (A). (j) The Initial Purchaser shall have received from S&B, independent public accountants under the standards established by the American Institute of Certified Public Accountants, with respect to InfoHighway, (A) a customary comfort letter, dated the date hereof, in form and substance reasonably satisfactory to the Initial Purchaser, with respect to the financial statements and certain financial information contained in the Final Offering Circular, and (B) a customary “bring down” comfort letter, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser, to the effect that S&B reaffirms the statements made in its letter furnished pursuant to clause (A). (k) Each of the Documents shall have been executed and delivered by all parties thereto. (l) The Initial Purchaser shall have received copies of all opinions, certificates, letters and other documents delivered under or in connection with the Offering or any transaction contemplated in the Documents (other than the Merger). (m) The Initial Purchaser shall have received the Final Offering Circular, and the terms of each Document shall conform in all material respects to the description thereof in the Time of Sale Circular. (n) None of the parties to any of the Documents are in breach or default in any material respect under their respective obligations thereunder. (o) The Initial Purchaser and its counsel shall be satisfied that, concurrent with the purchase of the Notes hereunder by the Initial Purchaser, no Lien exists on any of the collateral described above other than the Lien created in favor of the Collateral Agent, for the benefit of the Secured Parties, pursuant to a Collateral Agreement, in each case subject to the Permitted Liens. (p) [Intentionally deleted]. (q) The Company and the Guarantors shall have received all necessary governmental, shareholder and third-party approvals and consents necessary in connection with the Transactions and the other transactions contemplated by the Offering Circular (other than the receipt of the InfoHighway Approvals) shall have been obtained and shall be in full force and effect, and all applicable waiting periods shall have expired without any action being taken by any applicable authority that would restrain, prevent or otherwise impose adverse conditions on such Transactions or the financing thereof. The InfoHighway Approvals shall have been applied for without any action being taken by any applicable authority that would restrain, prevent or otherwise impose adverse conditions on the Merger or the financing thereof. (r) The Company shall have deposited cash into the Escrow Account in an amount, when taken together with the gross proceeds deposited therein by the Initial Purchaser, equal to the Required Escrow Deposit. (s) The Initial Purchaser shall have received an executed copy of an amendment to the Intercreditor Agreement in form and substance satisfactory to the Initial Purchaser.

Conditions. A. In addition to Purchaser’s absolute right to terminate this Contract for any reason at any time during the Review Period, the The obligation of Purchaser under this Contract Bank to purchase the Property from Seller make any Loan hereunder is subject to the performance by Borrower of its obligations to be performed hereunder and under the Note and the other Credit Documents on or before the date of such Loan and to the satisfaction of each of the following conditions on or prior to the Closing Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Datefurther conditions: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s The representations and warranties contained herein herein, in the Note and in the other Credit Documents shall be true on and correct in all material respects as of the Closing Date date of each Loan hereunder with the same effect as though made on and Seller will deliver as of each such date; on each such date no "Event of Default" under and as defined in the Note and no event, act or condition which with notice or the passage of time or both would constitute such an Event of Default shall have occurred and be continuing or exist or shall occur or exist after giving effect to Purchaser at Closing the Loan to made on such date; and any request for borrowing under Section 2.(b) below shall constitute a certificate certification by Borrower to that effectboth such effects. 4. The physical condition (b) Borrower shall have provided Bank with written notice (or telephonic notice confirmed in writing) of the Property proposed Loan specifying the principal amount thereof and the proposed date thereof, which notice shall not be received by Bank at its designated office no later than 1:00 p.m., local time at the place where the proposed Loan is to be payable, on the date (which shall be a day on which Bank is opened for business) of such proposed Loan. In the event Bank receives telephonic notice, Bank may act in reliance upon such telephonic notice, provided Bank has acted in good faith. (c) The conditions, if any, specified in any Supplement hereto and in the Note or any Credit Document shall have materially changed since been met to the Effective Datesatisfaction of Bank. (d) All legal details and proceedings in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory to Bank and Bank shall have received all such counterpart originals or certified or other copies of such documents and records of proceedings in connection with such transactions, in form and substance reasonably satisfactory to Bank, as Bank may from time to time reasonably request.

Conditions. A. In addition to Purchaser’s absolute right to terminate this Contract for any reason at any time during the Review Period, the (a) The obligation of Purchaser under this Contract to purchase the Property from Seller parties hereto is subject to the satisfaction following conditions: (i) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of each making the consummation of the following transactions contemplated hereby illegal or otherwise enjoining, restraining or prohibiting consummation of the transactions contemplated by this Agreement; and (ii) all conditions on or prior precedent to the Closing Dateclosing set forth in the Business Combination Agreement shall have been satisfied (which shall be deemed satisfied if mutually determined by the applicable parties to the Business Combination Agreement and other than those conditions under the Business Combination Agreement that, by their nature are to be satisfied in connection with the closing of the Business Combination, including to the extent that any such condition is dependent upon the consummation of this Agreement or waived by the applicable parties to the Business Combination Agreement as provided therein). (b) The obligation of the Investor to consummate the transactions contemplated by this Agreement shall be subject to the conditions (which conditions may be waived in whole or in part writing (email being sufficient) by Purchaser by written waiver at or prior to the Closing Date: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed Investor) that as of the Closing Date: (ai) all of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties of the Company and the Sponsor contained herein in this Agreement shall be true and correct in all material respects at and as of the Sponsor Shares Transfer Date and the Closing (other than (A) representations and warranties that are qualified as to materiality (as defined below), which representations and warranties shall be true and correct in all respects and (B) those representations and warranties that speak as of a specified earlier date, which shall be so true and correct in all material respects (or, if qualified by materiality, in all respects) as of such specified earlier date); (ii) the Company and the Sponsor shall have performed, satisfied and complied in all material respects with all obligations, covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing; (iii) the New PIPE Shares and New Sponsor Shares have been approved for listing on Nasdaq at the closing of the Business Combination; and (iv) the Investor shall have received satisfactory evidence, in its own determination, from the Company, that the New Sponsor Shares shall be free of any restrictive legends upon the closing of the Business Combination. (c) The obligation of the Company and the Sponsor to consummate the transactions contemplated by this Agreement shall be subject to the conditions (which may be waived in writing (email being sufficient) by the Company) that (i) all representations and warranties of the Investor contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date (other than (A) representations and Seller will deliver warranties that are qualified as to Purchaser materiality, which representations and warranties shall be true and correct in all respects and (B) those representations and warranties that speak as of a specified earlier date, which shall be so true and correct in all material respects (or, if qualified by materiality, in all respects) as of such specified earlier date); and (ii) the Investor shall have performed, satisfied and complied in all material respects with all obligations, covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at Closing a certificate or prior to that effectthe Closing. 4. The physical condition of the Property shall not have materially changed since the Effective Date.

Conditions. A. In addition to Purchaser’s absolute right to terminate this Contract for any reason at any time during the Review Period, the The obligation of Purchaser under this Contract each Investor to purchase and acquire the Property from Seller is Securities hereunder shall be subject to the satisfaction condition that all representations and warranties and other statements of the Company shall be true and correct as of and on each of the date of this Agreement and the date of the Closing, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following conditions on additional conditions: (a) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Securities Act within the applicable time period prescribed for such filing, no stop order suspending the effectiveness of the Registration Statement or prior any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission, and the Investor shall have received the Prospectus in accordance with the federal securities laws. (b) Prior to the Closing Date, there shall not have occurred any of change, or any development involving a prospective change, which conditions may be waived in whole or in part by Purchaser by written waiver at or prior would constitute a Material Adverse Effect, and that makes it impracticable to market the Closing Date: 1. Title to Securities on the Real Property shall be good terms and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of manner contemplated in the Purchase Price. For purposes of determining whether this Condition has Prospectus. (c) No action shall have been satisfiedtaken and no statute, it rule, regulation or order shall be assumed that have been enacted, adopted or issued by any governmental agency or body which would, as of the Closing Date: (a) all , prevent the issuance or sale of Purchaser’s “Requirements” set forth in the Title Commitment Securities or materially and adversely affect or reasonably be believed to materially and adversely affect the business or operations of the Company; and no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein shall be true and correct in all material respects issued as of the Closing Date which would prevent the issuance or sale of the Securities or materially and Seller will deliver adversely affect or reasonably be believed to Purchaser at Closing a certificate materially and adversely affect the business or operations of the Company. (d) The Investor shall have received each of the Transaction Documents, in each case in form and substance satisfactory to that the Investor and duly executed by the Company and in full force and effect. 4. (e) The physical condition Investor shall have received from ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP, counsel to the Company, such counsel’s written legal opinion, addressed to the Investor and dated the Closing Date, in form and substance as set forth in Exhibit C. (f) The Shares and the Warrant Shares shall have been authorized for quotation on the Nasdaq Global Market, Inc. (g) The Company shall have sold an aggregate of $18 million of Securities to the Property shall not have materially changed since the Effective DateInvestor and other investors on terms substantially identical to those contained herein, with all such closings to occur substantially contemporaneously.

Conditions. A. In addition to Purchaser’s absolute right to terminate this Contract for any reason at any time during The obligations of the Review Period, the obligation of Purchaser under this Contract to purchase the Property from Seller is parties hereto shall be subject to the satisfaction of each or waiver in writing of the following conditions between the the date hereof and the Closing: (a) As soon as practicable following the execution and delivery hereof, MTHC shall cause to be prepared, filed with the United States Securities and Exchange Commission, and circulated to the stockholders of MTHC such Periodic Reports (as defined in the Exchange Agreement) as shall be required under applicable securities laws and corporate laws in connection with the approval of the Separation Agreements and the transactions contemplated hereby and thereby and in connection herewith and therewith by a majority of disinterested stockholders of MTHC. (b) The transactions contemplated by the Exchange Agreement shall have been consummated. (c) At or prior to the Closing, MTHC shall enter into a revised financing arrangement with NIR Group and its affiliates in form and substance satisfactory to each of MTHC and iTechexpress. (d) There shall be no amendment in the certificate of incorporation or by-laws (or, in each case, the comparable charter documents, if any, under applicable law) of Newco. (e) There shall be outstanding no option or warrant for any such share, right to subscribe to or purchase any share of capital stock of Newco, or security convertible into, or exchangeable or exercisable for, any such share, otherwise than as contemplated by, or in connection with, this Agreement. (f) No dividend or liquidating or other distribution or stock split shall be authorized, declared, paid, or effected by Newco in respect of the outstanding shares of Newco. Except as contemplated by the Separation Agreements, there shall have been no direct or indirect redemption, purchase, or other acquisition shall be made by Newco of shares of Newco. (g) Except in the ordinary course of its business, MTHC shall not permit Newco to borrow money, guarantee the borrowing of money, engage in any transaction, or enter into any material agreement other than in connection with the transactions contemplated hereby. For purposes of this Agreement, references to "material", as well as correlative terms (e.g., materially, materiality, etc.), shall be deemed to refer to amounts of US$20,000 or more or effects or consequences of US$20,000 or more. (h) MTHC will conduct the affairs of Newco so that at the Closing, no representation or warranty of MTHC will be inaccurate in any material respect, no covenant or agreement of MTHC will be breached, and no condition in this Agreement will remain unfulfilled by reason of the actions or omissions of MTHC. MTHC will use its best efforts to preserve the business operations of Newco intact, to keep available the services of its present personnel, to preserve in full force and effect the contracts, agreements, instruments, leases, licenses, arrangements, and understandings of MTHC and Newco, and to preserve the good will of its suppliers, customers, and others having business relations with any of them. Until the Closing, MTHC will conduct the its affairs and the affairs of Newco in all respects only in the ordinary course, other than in connection with the matters referenced herein. (i) MTHC will immediately advise the Tudemes in a detailed written notice of any material fact or occurrence or any pending or threatened material occurrence of which it obtains knowledge and which (if existing and known at the date of the execution of this Agreement) would have been required to be set forth or disclosed in or pursuant to this Agreement or the iTechexpress Disclosure Letter, which (if existing and known at any time prior to or at the Closing) would make the performance by any party of a covenant contained in this Agreement impossible or make such performance materially more difficult than in the absence of such fact or occurrence, or which (if existing and known at the time of the Closing) would cause a condition to any party's obligations under this Agreement not to be fully satisfied. (j) MTHC shall use its commercially reasonable efforts to insure that all confidential information which MTHC or any of its respective officers, directors, employees, counsel, agents, investment bankers, or accountants may now possess or may hereafter create or obtain relating to the financial condition, results of operations, businesses, properties, assets, liabilities, or future prospects of Newco, any affiliate thereof, or any customer or supplier thereof or of any such affiliate shall not be published, disclosed, or made accessible by any of them to any other person or entity at any time or used by any of them except in the ordinary course of business and for the benefit of Newco; provided, however, that the restrictions of this sentence shall not apply (i) after this Agreement is terminated, (ii) as may otherwise be required by law, (iii) as may be necessary or appropriate in connection with the enforcement of this Agreement, or (iv) to the extent the information shall have otherwise become publicly available. (k) MTHC shall not make any agreement or reach any understanding not approved in writing by the Tudemes as a condition for obtaining any consent, authorization, approval, order, license, certificate, or permit required for the consummation of the transactions contemplated by this Agreement. (l) David Walters and such other stockholders of iTechexpress prior ▇▇ ▇▇▇ ▇▇▇▇▇▇ctions contemplated by the Exchange Agreement shall have entered into, and delivered to the Tudemes a guarantee and and substance reasonably satisfactory to the Tudemes. (m) The Closing shall take place on or prior to December 16, 2005. Until the Closing DateClosing, any MTHC shall currently pay all amounts accruing under the Assumed Tudeme Liabilities and shall take no action which would damage the business, operations, prospects, financial condition, or results of which conditions may be waived in whole operations of Newco or in part the operations to held thereby at the Closing. (n) Prior to Closing, the Separation Agreements shall have been approved by Purchaser by the written waiver at or prior to consent of a majority of the Closing Date: 1. Title to the Real Property shall be good disinterested stockholders of MTHC and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount applicable requirements of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfied; SEC Regulations 14A and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein shall be true and correct in all material respects as of the Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effect. 4. The physical condition of the Property shall not have materially changed since the Effective Date.14C.

Conditions. A. In addition to Purchaser’s absolute right to terminate this Contract for any reason at any time during the Review Period, the obligation (a) The respective obligations of each Initial Purchaser under this Contract to purchase the Property from Seller is Series A Notes under this Agreement are subject to the satisfaction or waiver of each of the following conditions on or prior to the Closing Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Dateconditions: 1. Title to (i) All the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein of each Fitzgeralds Entity in each of the Documents to which it is a party shall be true and correct in all material respects (other than representations and warranties with a materiality qualifier, which shall be true and correct as written) at and as of the Closing Date after giving effect to the Transactions with the same force and Seller will deliver effect as if made on and as of such date. On or prior to Purchaser at the Closing a certificate Date, each of the Fitzgeralds Entities and, to that effectthe knowledge of the Issuer after due inquiry, each other party to the Documents (other than the Initial Purchasers) shall have performed or complied in all material respects with all of the agreements and satisfied in all material respects all conditions on their respective parts to be performed, complied with or satisfied pursuant to the Documents. 4. (ii) The physical condition Offering Circular shall have been printed and copies made available to the Initial Purchasers not later than 12:00 noon, New York City time, on the first business day following the date of this Agreement or at such later date and time as the Initial Purchasers may approve. (iii) No injunction, restraining order or order of any nature by a Governmental Authority shall have been issued as of the Property Closing Date that would prevent or interfere with the consummation of any of the Transactions; and no stop order suspending the qualification or exemption from qualification of any of the Series A Notes in any jurisdiction shall have been issued and no Proceeding for that purpose shall have been commenced or be pending or contemplated. (iv) No action shall have been taken and no Applicable Law shall have been enacted, adopted or issued that would, as of the Closing Date, prevent the consummation of any of the Transactions. No Proceeding shall be pending or threatened other than Proceedings that (A) if adversely determined could not, singly or in the aggregate, adversely affect the issuance or marketability of the Series A Notes and (B) could not reasonably be expected to have a Material Adverse Effect. (v) Since the date as of which information is given in the Offering Circular, there shall not have materially changed since been any Material Adverse Change. (vi) The Notes shall have received a rating of B- and B3 from Standard & Poor's Corporation and Mood▇'▇ ▇▇▇estors Services, Inc., respectively. (vii) The Initial Purchasers shall have received on the Effective Closing Date (A) certificates dated the Closing Date, signed by (1) the Chief Executive Officer and (2) the principal financial or accounting officer of the Issuer, on behalf of the Issuer, (x) confirming the matters set forth in paragraphs (i) through (v) of this Section 9(a) and (y) certifying as to such other matters as the Initial Purchasers may reasonably request, (B) a certificate, dated the Closing Date, signed by the Secretary of each Fitzgeralds Entity, certifying such matters as the Initial Purchasers may reasonably request and (C) a certificate of solvency, dated the Closing Date, signed by the principal financial or accounting officer of the Issuer substantially in the form previously approved by the Initial Purchasers. (viii) The Initial Purchasers shall have received: (1) an opinion (in form and substance satisfactory to the Initial Purchasers and counsel to the Initial Purchasers) of Hugh▇▇ ▇▇▇b▇▇▇ & ▇eed ▇▇▇, special counsel to the Issuer, dated the Closing Date, in the form of Exhibit A hereto; (2) the opinions (in form and substance satisfactory to the Initial Purchasers and counsel to the Initial Purchasers), dated the Closing Date, of Schr▇▇▇ ▇▇▇▇▇▇; ▇▇hf, Shaiman & Jaco▇▇, ▇.C.; Eato▇ & ▇ott▇▇▇▇, ▇.A.; Farris, Mathews, Gilm▇▇, ▇▇▇▇▇▇ & ▇ell▇▇, ▇.L.C.; and Snel▇ & ▇ill▇▇▇, ▇▇ each case substantially in the form of the relevant opinions in Exhibit B hereto; (3) reliance letters from each counsel or special counsel to any Fitzgeralds Entity (in form and substance satisfactory to the Initial Purchasers and counsel to the Initial Purchasers), dated the Closing Date, permitting the Initial Purchasers to rely on all other opinions rendered by such counsel in connection with the Transactions; and (4) an opinion, dated the Closing Date, of Skadden, Arps, Slate, Meag▇▇▇ & ▇lom ▇▇▇, in form and substance reasonably satisfactory to the Initial Purchasers covering such matters as are customarily covered in such opinions. (ix) The Initial Purchasers shall have received from Deloitte & Touche LLP with respect to the Issuer and its Subsidiaries (other than 101 Main), and from Ernst & Young LLP with respect to 101 Main, (A) a customary comfort letter, dated the date of the Offering Circular, in form and substance reasonably satisfactory to the Initial Purchasers, with respect to the financial statements and certain financial information contained in the Offering Circular, and (B) a customary comfort letter, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchasers, to the effect that they reaffirm the statements made in the letter furnished pursuant to clause (A), except that the specified date referred to shall be a date not more than five days prior to the Closing Date. (x) The Documents shall have been executed and delivered by all parties thereto and the Initial Purchasers shall have received a fully executed original of each Document. (xi) On or prior to the Closing Date, the Initial Purchasers shall have received copies of all opinions, certificates, letters and other documents delivered under or in connection with the Transactions and all other conditions precedent to the Transactions shall have been satisfied or waived. (xii) The Initial Purchasers shall have received copies of duly executed payoff letters, UCC-3 termination statements, mortgage releases and other collateral releases and terminations, each in form and substance satisfactory to the Initial Purchasers, which, upon the Closing, shall evidence (1) the repayment of the Issuer's 13% Senior Secured Notes due 2002 with Contingent Interest, the Issuer's 13% Priority Secured Notes due 1998, 101 Main's 13% First Mortgage Notes due 2000, and $20.1 million aggregate principal amount of other secured Indebtedness of the Issuer and the Subsidiaries;

Conditions. A. In addition to Purchaser’s absolute right to terminate this Contract for The obligations of any reason Agent, as agent of the Operating Partnership, at any time during ("Solicitation Time") to solicit offers to purchase the Review PeriodSecurities, the obligation of Purchaser under this Contract any Agent to purchase Securities as principal pursuant to any Terms Agreement or otherwise, and the Property from Seller is obligation of any other purchaser to purchase Securities shall in each case be subject (l) to the satisfaction of each condition that all representations and warranties of the following conditions on or prior Operating Partnership herein and all statements of officers of the Operating Partnership and its general partners made in any certificate furnished pursuant to the Closing Dateprovisions hereof are true and correct (i) in the case of an Agent's obligation to solicit offers to purchase Securities, at and as of such Solicitation Time and (ii) in the case of any Agent's or any other purchaser's obligation to purchase Securities, at and as of which conditions the time the Operating Partnership accepts the offer to purchase such Securities and, as the case may be waived in whole be, at and as of the related Time of Delivery or in part by Purchaser by written waiver time of purchase; (2) to the condition that at or prior to such Solicitation Time, time of acceptance, Time of Delivery or time of purchase, as the Closing Datecase may be, the Operating Partnership shall have complied with all agreements and all conditions on its part to be performed or satisfied hereunder; and (3) to the following additional conditions when and as specified: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all Prior to such Solicitation Time or corresponding Time of Purchaser’s “Requirements” set forth in Delivery or time of purchase, as the Title Commitment case may be: (i) the Prospectus as amended or supplemented (including, if applicable, the Pricing Supplement) with respect to such Securities shall have been satisfiedfiled with the Commission pursuant to Rule 424(b) under the Securities Act within the applicable time period prescribed for such filing by the rules and regulations under the Securities Act; no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for that purpose shall have been commenced or shall be pending before or threatened by the Commission to the knowledge, after due inquiry, of the Operating Partnership; and (b) all requests for additional information on the Escrow Agent’s willingness to issue such owner’s title insurance policy part of the Commission shall satisfy the requirement that title have been complied with to the Real Property shall be good and marketable.reasonable satisfaction of such Agent; 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein shall be true and correct in all material respects as of the Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effect. 4. The physical condition of the Property (ii) there shall not have materially changed since the Effective Date.occurred any downgrading, nor shall any notice have been given of (A) downgrading or withdrawal, (B) any intended or potential downgrading or withdrawal or (C) any surveillance, review or possible change that does not indicate an

Conditions. A. In addition The Stockholder shall exercise the Right of First Refusal, if at all, by delivering to Purchaser’s absolute right the Company, for receipt by the Company within thirty (30) days after the Stockholder's receipt of the Transaction Notice, its written election to terminate this Contract for exercise such Right, which shall be binding and specifically enforceable by the Company. If the Company does not receive the Stockholder's written election to exercise the Right of First Refusal within the 30 days specified above, then the Stockholder shall be deemed to have elected not to exercise the Right of First Refusal, and the Company shall be free to enter into and consummate the Proposed Transaction on terms and conditions not materially more favorable to the Company than set forth in the Transaction Notice. (b) With respect to any reason at any time during the Review PeriodChange in Control in favor of an RM Competitor to which Section 4.02(a) does not apply, the obligation of Purchaser under this Contract Stockholder shall have the right, but not the obligation, to cause the Company to purchase all Shares Beneficially Owned by the Property from Seller is subject Stockholder or its Affiliates (the "RM Option"). The Stockholder may exercise the RM Option (on behalf of itself and its Affiliates) by delivering to the satisfaction Company, no later than thirty (30) days after receipt by the Stockholder of each written notice of the following conditions on or prior Change in Control from the Company, written notice of its election to exercise the RM Option, the number of Shares it and its Affiliates elect to sell under the RM Option, and the proposed time, place and date of closing of the purchase transaction (but not later than 10 days after the end of such 30 day period) (the "Exercise Notice"). The Company shall pay the exercise price at the closing in readily available federal funds, and the Stockholder and its Affiliates shall deliver the Shares to the Closing Date, any of which conditions may be waived in whole Company (or in part by Purchaser by written waiver at or prior to the Closing Date: 1. Title to the Real Property shall be good and marketable as required hereinits nominee) against payment therefor, free and clear of any and all liens and encumbrances and subject to no exceptions other than liens, encumbrances, or restrictions of any kind or nature (except only those in favor of the Permitted Exceptions Company under this Agreement and the Escrow Agent Registration Rights Agreement), and such closing shall take place as specified in the Exercise Notice, except as otherwise agreed by the parties. The per Share exercise price for the Shares shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring higher of (i) the title to the Real Property subject only to the Permitted Exceptions in the amount average traded price for shares of common stock of the Purchase Price. For purposes Company on the date the Change in Control became effective or (ii) the average traded price for shares of determining whether this Condition has been satisfied, it shall be assumed that as common stock of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in Company on the Title Commitment have been satisfied; and (b) business day immediately preceding the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein shall be true and correct in all material respects as closing date for exercise of the Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effectRM Option. 4. The physical condition of the Property shall not have materially changed since the Effective Date.

Conditions. A. In addition SECTION 8.1 Conditions to Purchaser’s absolute right Each Party's Obligation to terminate this Contract for any reason at any time during Effect the Review Period, Merger. The respective obligations of each party to effect the obligation of Purchaser under this Contract to purchase the Property from Seller is Merger shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver fulfillment at or prior to the Closing DateDate of the following conditions: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in this Agreement and the Title Commitment transactions contemplated hereby shall have been satisfied; approved and adopted by the requisite vote of the stockholders of the Company and Parent under applicable law and applicable listing requirements; (b) the Escrow Agent’s willingness shares of Parent Common Stock issuable in the Merger and those to issue such owner’s title insurance policy be reserved for issuance upon exercise of stock options or warrants or the conversion of convertible securities shall satisfy have been authorized for listing on the requirement that title NYSE upon official notice of issuance; (c) the waiting period applicable to the Real Property consummation of the Merger under the HSR Act shall be good have expired or been terminated; (d) the Registration Statement shall have become effective in accordance with the provisions of the Securities Act, and marketableno stop order suspending such effectiveness shall have been issued and remain in effect and no proceeding for that purpose shall have been instituted by the SEC or any state regulatory authorities; (e) no preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the Merger shall have been issued and remain in effect (each party agreeing to use its reasonable efforts to have any such injunction, order or decree lifted); (f) no statute, rule or regulation shall have been enacted by any state or federal government or governmental agency in the United States which would prevent the consummation of the Merger or make the Merger illegal. 2. Seller (g) all governmental waivers, consents, orders and approvals legally required for the consummation of the Merger and the transactions contemplated hereby, and all consents from lenders required to consummate the Merger, shall have performedbeen obtained and be in effect at the Effective Time, observed except where the failure to obtain the same would not be reasonably likely, individually or in the aggregate, to have a material adverse effect on the business, operations, properties, assets, liabilities, condition (financial or other) or results of operations of the Company and complied with all covenantsits subsidiaries, agreements and conditions required by this Contract to be performed bytaken as a whole, observed and complied with on its part either on or prior to following the Effective Time; (h) Coopers & Lybrand L.L.P., cer▇▇▇▇▇▇ public accountants for Parent, shall have delivered a letter, dated the Closing Date., addressed to Parent, in form and substance reasonably satisfactory to Parent, to the effect that the Merger will qualify for a pooling of interests accounting treatment if consummated in accordance with this Agreement; and 3. All of Seller’s representations and warranties contained herein shall be true and correct in all material respects as (i) each of the parties to the Agreement shall have received a letter dated the Closing Date Date, addressed to the Company, from Ernst & Young LLP regarding such firm's concurrence with the Company's management's conclusions that no conditions exist related to the Company that would preclude the Parent's accounting for the Merger with the Company as a pooling of interests under Accounting Principles Board Opinion No. 16 if closed and Seller will deliver to Purchaser at Closing a certificate to that effectconsummated in accordance with this Agreement. 4. The physical condition of the Property shall not have materially changed since the Effective Date.

Conditions. A. In addition to Purchaser’s absolute right to terminate this Contract for any reason at any time during the Review Period, the 10.1 The obligation of Purchaser under this Contract to purchase consummate the Property from Seller acquisition of the Membership Interests is subject expressly conditioned upon the following, each of which constitutes a condition precedent to the satisfaction obligations of each of the following conditions Purchaser hereunder to be performed at Closing, which, if not satisfied or waived by Purchaser on or prior to before the Closing Date (unless a different time for performance is expressly provided herein), shall result in a termination of this Agreement, in which event this Agreement shall be of no further force and effect: (a) On the Closing Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior (i) title to the Closing Date: 1. Title to the Real each Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than held by the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions applicable Operating Company in the amount condition required by this Agreement and (ii) Seller shall own one hundred percent (100%) of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that Membership Interests in each Operating Company identified as being owned by Seller on the attached Exhibit F. (b) All of the Closing Date: (a) all of Purchaser’s “Requirements” representations and warranties by Seller set forth in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein Agreement shall be true and correct in all material respects as if made on the Closing Date. (c) Seller shall have performed (in all material respects) all covenants and agreements required by this Agreement to be performed by Seller at or prior to the Closing Date. (d) All required pre-Closing governmental inspections, if any, and requirements concerning the Properties shall have been completed. If any of the conditions set forth above in Paragraph 10.1(a)-(d) are not satisfied, Purchaser shall be entitled to terminate this Agreement. In addition, Purchaser shall have the right to terminate the Agreement during the Due Diligence Period, as set forth in Section 9.2. 10.2 The obligation of Seller to consummate the sale of the Membership Interests is expressly conditioned upon the following, each of which constitutes a condition precedent to the obligations of Seller hereunder to be performed at Closing, which, if not satisfied or waived by Seller on or before the Closing Date (unless a different time for performance is expressly provided herein), shall result in a termination of this Agreement, in which event this Agreement shall be of no further force and Seller will deliver to effect: (a) Purchaser at shall have delivered the Closing a certificate to that effectCash Payment and the Common Stock as provided in Section 2.1 hereof. 4. The physical condition (b) All of the Property representations and warranties by Purchaser set forth in this Agreement shall not have materially changed since be true and correct in all material respects as if made on the Effective Closing Date. (c) Purchaser shall have performed (in all material respects) all covenants and agreements required by this Agreement to be performed by Seller at or prior to the Closing Date.

Conditions. A. In addition 4.1 Conditions to Purchaser’s absolute right the Obligations of Investor The obligations of Investor to terminate complete the transactions contemplated by this Contract for any reason at any time during the Review Period, the obligation of Purchaser under this Contract to purchase the Property from Seller is Agreement are subject to the satisfaction satisfaction, prior to the Closing Date, of the following conditions. The parties acknowledge and agree that each of the following conditions is included for the exclusive benefit of Investor and may be waived by Investor in whole or in part without prejudice to its right to rely on any other conditions: (b) all of the terms, covenants, obligations and conditions of this Agreement and the Convertible Debentures to be complied with or performed by the Corporation on or before the Closing Date shall have been complied with or performed in all material respects, and the Corporation shall have delivered to Investor at the Closing certificates dated the Closing Date, duly executed by the senior officers of the Corporation reasonably acceptable to Investor, to such effect; (c) no action, suit or proceeding shall be pending or threatened by any Authority or any other Person to restrain or prohibit the completion of the transactions contemplated by this Agreement or to prevent or restrain the Corporation, in any material respect, from carrying on its business as presently carried on; (d) all actions, proceedings, instruments, documents and all other legal matters relating to the subscriptions contemplated by this Agreement shall have been approved as to form and legality to the satisfaction of Investor's outside counsel, acting reasonably, and all instruments and documents to be delivered by the Corporation pursuant to this Agreement prior to or on the Closing Date shall have been delivered prior to or on the Closing Date; without limiting the generality of the foregoing, the Corporation shall duly authorize the execution and delivery of the Convertible Debentures and the performance of its obligations thereunder and provide documentation evidencing same to Investor, and, without notice or any action by Investor, the Corporation shall prepare and file, as required, any amendments to its constating documents and by-laws necessitated by the execution and delivery of the Convertible Debentures and the performance of the Corporation's obligations thereunder; (e) there shall have been no change, which has had or could reasonably be expected to have, a Material Adverse Effect (as defined in the Convertible Debentures) since the date of the Audited Financial Statements (as defined in the Convertible Debentures); (f) including to an extent and in a manner sufficient to render inapplicable to the transactions contemplated by this Agreement the provisions of Section 203 of the General Corporation Law of the State of Delaware; (g) the Corporation shall have delivered to Investor at the Closing Date an opinion of the Corporation's outside counsel as to such matters as are reasonably requested by Investor's outside counsel, all reasonably satisfactory in form, substance and scope to Investor's outside counsel; (h) the Corporation and Investor shall have executed and delivered the Amended Registration Rights Agreement (as defined in the Convertible Debentures) on the terms contemplated by the Convertible Debentures and in a form reasonably satisfactory to Investor's outside counsel, and when delivered hereunder such Registration Rights Agreement will be a legal, valid, binding and enforceable obligation of the Corporation, except as the same may be limited by creditors rights laws and general principles of equity; (i) the Corporation shall have filed and delivered to the American Stock Exchange ("AMEX") an additional listing application (with respect to all common shares into which any of the Convertible Debentures may be converted) in a form and on terms reasonably satisfactory in form, substance and scope to Investor's outside counsel, and shall use its best efforts to ensure that such common shares become listed on AMEX; 4.2 Non-Fulfillment of Conditions by the Corporation If any of the conditions in Section 4.1 have not been fulfilled or performed by the Corporation on or prior to the Closing Date, any Investor may terminate this Agreement by written notice to the Corporation specifying that such termination is effected pursuant to this Section 4.2. Investor shall then be released from all obligations hereunder. Any of which conditions the foregoing conditions, however, may be waived in whole or in part by Purchaser Investor, without prejudice to its rights of termination in the event of the non-fulfillment of any other condition or conditions any such waiver to be binding on Investor only if given in writing. 4.3 Conditions to the Obligations of the Corporation The obligations of the Corporation to complete the transactions contemplated by written waiver at or this Agreement are subject to the satisfaction, prior to the Closing Date, of the following conditions. The parties acknowledge and agree that each of the following conditions is included for the exclusive benefit of the Corporation and may be waived by the Corporation in whole or in part without prejudice to its right to rely on any other conditions: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment terms, covenants and conditions of this Agreement to be complied with or performed by Investor on or before the Closing Date shall have been satisfied; and complied with or performed; (b) no action, suit or proceeding shall be pending or threatened by any Authority or any other Person (including a party hereto) to restrain or prohibit the Escrow Agent’s willingness completion of the transactions contemplated by this Agreement or to issue such owner’s title insurance policy shall satisfy prevent or restrain the requirement that title Corporation, in any material respect, from carrying on its business as presently carried on; (c) the closing (whether in escrow or otherwise) of the purchase of additional Convertible Debentures, in an aggregate face amount of U.S.$9,333,333 million on terms substantially similar to the Real Property terms hereof, shall have occurred; and (d) all instruments and documents to be good and marketabledelivered by Investor pursuant to this Agreement prior to or on the Closing Date shall have been delivered prior to or on the Closing Date. 2. Seller shall 4.4 Non-Fulfillment of Conditions by Investor If any of the conditions in Section 4.3 have performed, observed and complied with all covenants, agreements and conditions required not been fulfilled or performed by this Contract to be performed by, observed and complied with on its part either Investor on or prior to the Closing Date. 3, the Corporation may terminate this Agreement by written notice to Investor specifying that such termination is effected pursuant to this Section 4.4. All of Seller’s representations and warranties contained herein The Corporation shall then be true and correct in released from all material respects as obligations hereunder. Any of the Closing Date and Seller will deliver foregoing conditions may, however, be waived in whole or in part by the Corporation without prejudice to Purchaser at Closing a certificate to that effect. 4. The physical condition its rights of termination in the event of the Property shall not have materially changed since non-fulfillment of any other condition or conditions, any such waiver to be binding on the Effective DateCorporation only if given in writing.

Conditions. A. In addition 5.1.1 Conditions to Purchaser’s absolute right Obligations of Each Party to terminate this Contract for any reason at any time during Effect the Review Period, Completion The respective obligations of the obligation of Purchaser under this Contract and the Sellers to purchase commence with the Property from Seller is subject to the satisfaction of Completion shall be conditional on each of the following conditions being waived in writing by each of the Purchaser and the Sellers’ Representative or fulfilled on or prior to before the Closing Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Completion Date: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all filings with and other consents or approvals of Purchaser’s “Requirements” set forth any Governmental Authority required to be made or obtained in connection with the Title Commitment Transaction shall have been satisfied; made or obtained and shall be in full force and effect and any waiting period under any applicable antitrust or other merger control or similar Law that is applicable to the Transaction shall have expired or been terminated; (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property no outstanding judgment, order, writ, injunction, decree, arbitral award or decision of a court, tribunal, arbitrator or other Governmental Authority (whether temporary, preliminary or permanent) in any jurisdiction shall be good in effect that has the effect of making the Transaction illegal or otherwise prohibiting or preventing consummation of the Transaction; and (c) the Purchaser and marketable. 2. Seller the Sellers’ Representative shall have performed, observed received evidence in form and complied with all covenants, agreements and conditions required by this Contract substance reasonably satisfactory to be performed by, observed and complied with on its part either on or them that the Purchaser has entered into the Warranty Insurance Policy prior to the Closing date hereof and that the Warranty Insurance Policy shall remain in full force and effect as of the Completion Date. 3. All 5.1.2 Conditions to Obligations of Seller’s representations the Purchaser to Effect the Completion The obligations of the Purchaser to commence with the Completion shall be conditional on each of the following conditions being waived in writing by the Purchaser or fulfilled on or before the Completion Date: (a) (i) each of the Fundamental Warranties shall have been true and warranties contained herein correct in all respects on the date they were made and shall be true and correct in all respects on and as of the Completion Date as though such Fundamental Warranties were made on such date (other than such Fundamental Warranties as of a specified date, which shall be true and correct in all respects as of such date) and (ii) all other Seller Warranties shall have been true and correct in all material respects (without giving effect to any limitation as to “materiality” as set forth therein) on the date they were made and shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” set forth therein) on and as of the Closing Completion Date as though such representations and warranties were made on and as of such date (other than such Seller will deliver Warranties as of a specified date, which shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” set forth therein) as of such date); (b) each of the Sellers shall have performed (or caused to have been performed) and complied in all material respects with each of the covenants and obligations under this Agreement relating to actions to be taken (or not taken) by such Sellers prior to the Completion Date; (c) no outstanding Action of any nature shall be pending or threatened seeking to restrain or otherwise prohibiting the Transaction or seeking material damages in respect of the Transaction or that would reasonably be expected to require the Purchaser or any of its Affiliates to agree to any change to their respective businesses as currently conducted and as currently contemplated to be conducted; (d) each of the Employment Agreements and the Non Compete Agreements shall have been executed and shall be in full force and effect, all of the Key Employees shall remain employed by the Company as of immediately prior to the Completion, and none of the Key Employees shall have expressed an intention or interest (whether formally or informally), or taken any action toward, terminating his or her Employment Agreement or Non Compete Agreement; (e) the Purchaser shall have received from (or on behalf of) each holder of an Option, holder of a Repriced Option or holder of a Designated Promised Option that is a Key Employee, a release agreement reasonably satisfactory to the Purchaser (each, an Option Release Agreement), agreeing that (i) with respect to Vested Options, such holder shall have no rights with respect to such Vested Options at Closing the Completion, other than the right to receive the consideration set forth in Clause 2.4.3(b) with respect to such Options, (ii) with respect to Unvested Options, such holder shall have no rights with respect to such Unvested Option at the Completion, other than the right to receive the consideration set forth in Clause 2.4.3(c) with respect to such Options, (iii) with respect to Repriced Options, such holder shall have no rights with respect to such Repriced Options or (iv) with respect to such Designated Promised Options, such holder shall have no right with respect to such Designated Promised Option, other than the right to receive a grant of a number of restricted stock units of the Purchaser specified in such holder’s Option Release Agreement; (f) the Purchaser shall have received the Initial Consideration Certificate, the Spreadsheet Certificate and the Funds Flow in accordance with Clause 3.2.5; (g) the Purchaser shall have received evidence in form and substance satisfactory to the Purchaser that the Company shall have received the Termination Agreements; (h) the Purchaser shall have received evidence in form and substance satisfactory to the Purchaser that the Company shall have caused the name of SecurityMatters LLC to eliminate “SecurityMatters” and shall have amended the agreements between the Company and SecurityMatters LLC in Agreed Form; (i) the Purchaser shall have received a certificate to that effectfrom the Company, validly executed by the Chief Executive Officer of the Company for and on the Company’s behalf, certifying that, as of the Completion, the conditions set forth in 5.1.2(a), 5.1.2(b), 5.1.2(c) and 5.1.2(d) have been satisfied. 4. The physical condition 5.1.3 Conditions to Obligations of the Property Sellers to Effect the Completion The obligations of the Sellers to commence with the Completion shall be conditional on each of the following conditions being waived in writing by the Sellers or fulfilled on or before the Completion Date: (a) each of the Purchaser’s warranties hereunder shall have been true and correct in all material respects (without giving effect to any limitation as to “materiality” as set forth therein) on the date they were made and shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” set forth therein) on and as of the Completion Date as though such representations and warranties were made on and as of such date (other than such Purchaser’s Warranties as of a specified date, which shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” set forth therein) as of such date); and (b) the Purchaser shall have performed (or caused to have been performed) and complied in all material respects with each of the covenants and obligations under this Agreement relating to actions to be taken (or not have materially changed since taken) by the Effective DatePurchaser prior to the Completion.

Conditions. A. In addition to Purchaser’s absolute right to terminate this Contract for any reason at any time during the Review Period, the obligation of Purchaser under this Contract to purchase the Property from Seller is subject to the satisfaction of each The following obligations of the following conditions Company shall be ---------- satisfied or fulfilled on or prior to the Closing Datedate of each Closing, any of which conditions may be waived unless otherwise agreed to in whole or in part writing by Purchaser by written waiver at or prior to the Closing DatePlacement Agent: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all The Company shall have delivered to the Placement Agent, at the Initial Closing, (i) a currently-dated long-form good standing or comparable certificate or telegram from the Secretary of Purchaser’s “Requirements” State or other appropriate authority where the Company is incorporated and each other jurisdiction in which the Company is qualified to do business as a foreign corporation; (ii) the restated and amended articles of incorporation of the Company, as currently in effect, certified by the Secretary of State or other appropriate authority of the state where the Company is incorporated; (iii) by-laws of the Company certified by the secretary of the Company, as currently in effect; and (iv) certified resolutions of the Board of Directors of the Company approving this Agreement, the execution and delivery of the Common Stock and the Placement Agent Warrants, the registration of the Registrable Securities and the other transactions contemplated by this Agreement and the Memorandum. (b) There shall have occurred no material adverse event affecting the Company or any of its businesses or assets or the Company's securities since the date of this Agreement. (c) No litigation or administrative proceeding shall have been threatened or commenced against the Company which (i) seeks to enjoin or otherwise prohibit or restrict the consummation of the transactions contemplated by this Agreement or (ii) if adversely determined, would have a Material Adverse Effect or have a material adverse effect on the Company's assets or upon its securities. (d) The Company shall have delivered to the Placement Agent a certificate of its principal executive and financial officers as to the matters set forth in the Title Commitment have been satisfied; and Sections 8(a), (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title and (c) of this Agreement and to the Real Property shall be good and marketable. 2. Seller shall have performedfurther effect that (i) the Company is not in default, observed and complied with all covenantsin any respect, agreements and conditions required by this Contract under any note, loan agreement, security agreement, mortgage, deed of trust, indenture, contract, alliance agreement, lease, license, joint venture agreement, agreement or other instrument to be performed by, observed and complied with on its part either on or prior to which it is a party; (ii) the Closing Date. 3. All of Seller’s Company's representations and warranties contained herein shall be in this Agreement are true and correct in all material respects on such date with the same force and effect as if made on such date; (iii) there has been no amendment or changes to the Company's charter or by-laws or authorizing resolutions from those delivered pursuant to Section 8(a) of this Agreement; and (iv) no event has occurred which, with or without the lapse of time or giving of notice, or both, would constitute a breach or default thereof by the Company or would cause acceleration of any obligation of the Company, or could adversely affect the business, operations or financial condition of the company. (e) The Placement Agent shall have received the opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel for the Company, dated as of the Closing Date closing date in form and Seller will deliver substance reasonably satisfactory to Purchaser at Closing a certificate to that effectthe Placement Agent and its counsel. 4. (f) The physical condition Company shall have prepared and filed or delivered to counsel for filing with the SEC and any states in which such filing is required, a Form D relating to the sale of the Property Common Stock and such other documents and certificates as are required. (g) Subscriptions for at least the Minimum Amount of Common Stock shall have been accepted by the Company. (h) In addition to the right of the Placement Agent to terminate this Agreement and not consummate the transactions contemplated by this Agreement as a result of the failure of the Company to comply with any of its obligations set forth in this Agreement, this Agreement may be terminated by the Placement Agent by written notice to the Company at any time prior to the Initial Closing if, in the Placement Agent's sole judgment, (i) the Company shall have materially changed since sustained a loss that is material to the Effective DateCompany, whether or not insured, by reason of fire, earthquake, flood, accident or other calamity, or from any labor dispute or court or government action, order or decree; (ii) trading in securities on any exchange or system shall have been suspended or limited either generally or specifically with respect to the Common Stock; (iii) material governmental restrictions have been imposed on trading in securities generally or specifically with respect to the Common Stock (not in force and effect on the date of this Agreement); (iv) a banking moratorium shall have been declared by Federal or New York State authorities; (v) an outbreak of major international hostilities or other national or international calamity shall have occurred; (vi) the Congress of the United States or any state legislative body shall have passed or taken any action or measure, or such bodies or any governmental body or any authoritative accounting institute, or board, or any governmental executive shall have adopted any orders, rules or regulations, which the Placement Agent reasonably believes is likely to have a material adverse effect on the business, financial condition or financial statements of the Company or the market for the Common Stock; (vii) the Common Stock shall have been delisted from Nasdaq; or (viii) there shall have been, in the Placement Agent's judgment, a material decline in the Dow ▇▇▇▇▇ Industrial Index or the market price of the Common Stock at any time subsequent to the date of this Agreement.

Conditions. A. In addition to Purchaser’s absolute right to terminate this Contract for any reason at any time during The obligations of the Review Period, the obligation of Purchaser under this Contract Initial Purchasers to purchase the Property from Seller is Notes under this Agreement are subject to the performance by each of the Company and each of the Guarantors of their respective covenants and obligations hereunder and the satisfaction of each of the following conditions on or prior to the Closing Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Dateconditions: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) all of Purchaser’s “Requirements” set forth in All the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties of the Company, Parent and the Subsidiaries, that are qualified by materiality or the possibility of a Material Adverse Effect and contained herein in this Agreement and in each of the other Transaction Documents, shall be true and correct, and the representations and warranties of the Company, Parent and the Subsidiaries contained in this Agreement and in each of the other Transaction Documents that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and at the Closing Date. On or prior to the Closing Date, the Company, the Guarantors and each other party to the Transaction Documents (other than the Initial Purchasers) shall have performed or complied in all material respects with all of the agreements and satisfied all conditions on their respective parts to be performed, complied with or satisfied pursuant to the Transaction Documents (other than conditions to be satisfied by such parties, which the failure to be so satisfied would not, individual or in the aggregate, reasonably be expected to have a Material Adverse Effect. It being understood and agreed that for purposes of this Agreement, in the event that Jefferies determines that a Material Adverse Effect has occurred in any case and the Company, Parent or a Guarantor seeks to dispute such determination, the Company, Parent or such Guarantor shall bear the burden of proof to demonstrate by clear and convincing evidence that the definition of Material Adverse Effect has not been satisfied. (b) No injunction, restraining order or order of any nature by a Governmental Authority shall have been issued or threatened as of the Closing Date that would prevent or materially interfere with the consummation of the Offering or any of the other Transactions under the Transaction Documents; and no stop order suspending the qualification or exemption from qualification of any of the Notes in any jurisdiction shall have been issued and no Proceeding for that purpose shall have been commenced or, to the knowledge of the Company after due inquiry, be pending or contemplated as of the Closing Date. (c) No action shall have been taken and no Applicable Law shall have been enacted, adopted or issued that would, as of the Closing Date, prevent the consummation of the Offering or any of the other Transactions under the Transaction Documents. No Proceeding shall be pending or, to the knowledge of the Company after reasonable inquiry, threatened other than Proceedings that (A) if adversely determined would not, individually or in the aggregate, adversely affect the issuance or marketability of the Notes, and (B) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) Subsequent to the respective dates as of which data and information is given in the Time of Sale Document and the Final Offering Memorandum, there shall not have been any Material Adverse Change. (e) On or after the date hereof, (i) there shall not have occurred any downgrading, suspension or withdrawal of, nor shall any notice have been given of any potential or intended downgrading, suspension or withdrawal of, or of any review (or of any potential or intended review) for a possible change that does not indicate the direction of the possible change in, any rating of Parent or any securities of Parent (including, without limitation, the placing of any of the foregoing ratings on credit watch with negative or developing implications or under review with an uncertain direction) by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act, (ii) there shall not have occurred any change, nor shall any notice have been given of any potential or intended change, in the outlook for any rating of the Company or any securities of the Company by any such rating organization and (iii) no such rating organization shall have given notice that it has assigned (or is considering assigning) a lower rating to the Notes than that on which the Notes were marketed. (f) The Representative shall have received on the date hereof and/or the Closing Date (as specified below): (i) certificates dated the Closing Date, signed by (1) the Chief Executive Officer and (2) the principal financial or accounting officer of Parent, on behalf of the Company, Parent and the Subsidiaries, to the effect that (a) the representations and warranties set forth in Section 4 hereof, in each of the Transaction Documents and the Perfection Certificate that are qualified by materiality or Material Adverse Effect shall be true and correct, and the representations and warranties in each of the Transaction Documents and the Perfection Certificate that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as though expressly made at and as of the Closing Date, except for the representations and warranties that were expressly as of a certain date, then as of such date (b) each of the Company and the Guarantors has performed and complied with all agreements and satisfied all conditions in all material respects on its part to be performed or satisfied at or prior to the Closing Date, (c) at the Closing Date, since the date hereof or since the date of the most recent financial statements in the Time of Sale Document and the Final Offering Memorandum (exclusive of any amendment or supplement thereto after the date hereof), no event or events have occurred, no information has become known nor does any condition exist that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, (d) since the date of the most recent financial statements in the Time of Sale Document and the Final Offering Memorandum (exclusive of any amendment or supplement thereto after the date hereof), other than as described in the Time of Sale Document and the Final Offering Memorandum or contemplated hereby, neither Parent nor any subsidiary of Parent has incurred any liabilities or obligations, direct or contingent, not in the ordinary course of business, that are material to Parent and its subsidiaries, taken as a whole, or entered into any transactions not in the ordinary course of business that are material to the business, condition (financial or otherwise) or results of operations or prospects of Parent and its subsidiaries, taken as a whole, and there has not been any change in the capital stock or short-term or long-term indebtedness of Parent or any subsidiary of Parent that is material to the business, condition (financial or otherwise) or results of operations or prospects of Parent and its subsidiaries, taken as a whole, and (e) the sale of the Notes has not been enjoined (temporarily or permanently); (ii) a certificate, dated the Closing Date, executed by the Secretary of Parent on behalf of the Company and each Guarantor, certifying such matters as the Representative may reasonably request; (iii) a certificate evidencing qualification by such entity as a foreign corporation in good standing issued by the Secretaries of State (or comparable office) of each of the jurisdictions in which each of the Company and the Guarantors operates as of a date within five days prior to the Closing Date; (iv) a certificate of solvency, dated the Closing Date, executed by the principal financial or accounting officer of Parent substantially in the form previously approved by the Representative or its counsel; (v) the opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., counsel to the Company and the Guarantors, dated the Closing Date, in the form of Exhibit A attached hereto; (vi) the opinion of ▇▇▇▇▇▇ and Calder, Cayman Islands counsel to the Company and the Guarantors, shall have furnished to the Initial Purchasers, at the request of the Company or Parent, its written opinion, dated the Closing Date and Seller will deliver addressed to Purchaser at the Initial Purchasers, substantially in the form of Exhibit B attached hereto; (vii) an opinion, dated the Closing Date, of ▇▇▇▇▇ Day, counsel to the Initial Purchasers, in form satisfactory to the Initial Purchasers covering such matters as are customarily covered in such opinions; (viii) the Initial Purchasers shall have received from UHY LLP, independent auditors, with respect to Parent and its subsidiaries, (A) a certificate customary comfort letter, dated the date hereof, in form and substance reasonably satisfactory to the Initial Purchasers and their counsel, with respect to the financial statements and certain financial information contained in the Time of Sale Document, and (B) a customary comfort letter, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchasers and their counsel, to the effect that effectUHY LLP reaffirms the statements made in its letter furnished pursuant to clause (A) with respect to the financial statements and certain financial information contained in the Time of Sale Document and the Final Offering Memorandum; (ix) an Officers’ Back-Up Certificate dated as of the date hereof and as of the Closing Date executed by the Chief Executive Officer and the Chief Financial Officer of Parent providing back-up disclosure support as specified therein, in form and substance reasonably satisfactory to the Initial Purchasers; and (x) the Natixis Amendment shall have been entered into in a form and substance reasonably satisfactory to the Initial Purchasers. 4(g) The terms of each Transaction Document shall conform in all material respects to the description thereof in the Time of Sale Document and the Final Offering Memorandum. The physical condition Each of the Property Company and Guarantors shall not have materially changed since executed and delivered, or caused to be delivered, to the Effective Representative (i) each of the Transaction Documents to which it is a party and (ii) the Notes being purchased by the Initial Purchasers at the Closing pursuant to this Agreement, in each case in form and substance reasonably satisfactory to the Representative. (h) The Representative shall have received copies of all opinions, certificates, letters and other documents delivered under or in connection with the Offering or any other Transaction contemplated in the Transaction Documents. (i) The Collateral Agent shall have received (with a copy for the Initial Purchasers) on the Closing Date: (i) appropriately completed copies of Uniform Commercial Code lien financing statements naming the Company and each Guarantor as a debtor and the Collateral Agent as the secured party, or other similar instruments or documents to be filed under the Uniform Commercial Code of all jurisdictions or Companies Registry filings as may be necessary or, in the reasonable opinion of the Collateral Agent and its counsel, desirable to perfect the security interests of the Collateral Agent pursuant to the Collateral Agreements; (ii) appropriately completed copies of Uniform Commercial Code Form UCC 3 termination statements, if any, necessary to release all Liens (other than the security interests, liens or encumbrances permitted under the Indenture and the Collateral Agreements) of any Person in any Collateral described in any Collateral Agreement previously granted by any Person; (iii) certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC 11), or a similar search report certified by a party acceptable to the Collateral Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements which name the Company or any Guarantor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall cover any Collateral described in any Collateral Agreement, other than such financing statements that evidence the Liens permitted under the Indenture and the Collateral Agreements); (iv) such other approvals, opinions, or documents as the Collateral Agent may reasonably request in form and substance reasonably satisfactory to the Collateral Agent; and (v) the Collateral Agent and its counsel shall be satisfied that (i) the Liens granted to the Collateral Agent, for the benefit of the Secured Parties in the Collateral described above is of the priority described in the Time of Sale Document and the Final Offering Memorandum; and (ii) no Lien exists on any of the Collateral described above other than the Liens created in favor of the Collateral Agent, for the benefit of the Secured Parties, pursuant to a Collateral Agreement, in each case subject to the Liens permitted under the Indenture and the Collateral Agreements. (j) Provision shall have been made for the filing of all Uniform Commercial Code financing statements or other similar financing statements and Uniform Commercial Code Form UCC-3 termination statements.

Conditions. A. In addition The obligation of the Purchaser to Purchaser’s absolute right to terminate this Contract for any reason at any time during purchase the Review Period, Bonds and the obligation of Purchaser under this Contract the Issuer to purchase sell the Property from Seller is Bonds are subject to the satisfaction of each of the following conditions precedent: (a) The representations of the Issuer, the Purchaser and the Company in this Agreement will be true and correct on or prior to and as of the Closing Date as if made on and as of the Closing Date. (b) As of the Closing Date, any no Default (as defined in the Indenture) or Event of which Default (as defined in the Lease) will have occurred and be continuing, and no event will have occurred and be continuing which, with the lapse of time or the giving of notice or both, would constitute a Default or Event of Default. (c) On or before the Closing Date, all actions required to be taken as of the Closing Date in connection with the Bonds, the Bond Ordinance and the Bond Documents by the Issuer and the Company will have been taken, and the Issuer and the Company will each have performed and complied with all agreements, covenants and conditions may required to be waived performed or complied with by the Bond Ordinance and the Bond Documents. (d) The Indenture will have been duly executed and delivered by the Issuer and the Trustee. The Lease will have been duly executed by the Issuer and the Company. Each of the Bond Documents, the Bond Ordinance and all other official action of the Issuer relating to the Bonds, the Project and the Bond Documents will be in whole full force and effect on the Closing Date and will not have been amended, modified or in part by supplemented on or before the Closing Date. (e) The Issuer, the Company and the Purchaser by written waiver at or prior to will have received the following, each dated the Closing Date: 1. Title (i) the approving opinion of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇, P.C., Company Counsel, substantially in the form of Exhibit A; (ii) the opinion of counsel to the Real Property shall Company (which opinion, as to matters of New Mexico law may be good and marketable given by ▇▇▇▇▇▇▇▇▇▇ Hyatt & ▇▇▇▇▇▇, P.C., as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant New Mexico counsel to the Title Commitment insuring Company), substantially in the title form of Exhibit B; (iii) the opinion of ▇▇▇▇▇▇ & Strumor Ltd Co., Bond Counsel, substantially in the form set forth in Exhibit C; (iv) an opinion of counsel to the Real Property subject only Purchaser, substantially in the form set forth in Exhibit D; (v) a certificate of and with reference to the Permitted Exceptions in the amount Issuer signed by a duly authorized officer of the Purchase Price. For purposes Issuer to the effect set forth in subsections (a), (b) and (c) of determining whether this Condition has been satisfied, it shall be assumed that as Section 7; (vi) a certificate of and with reference to the Company signed by a duly authorized officer of the Closing Date: Company to the effect set forth in subsections (a), (b) and (c) of this Section 7; and (vii) a certificate of and with reference to the Purchaser signed by a duly authorized officer of the Purchaser to the effect set forth in subsection (a) all of Purchaser’s “Requirements” set forth in this Section 7; and (viii) a certificate of the Title Commitment have Trustee signed by a duly authorized officer of the Trustee, to the effect that (A) he or she is an authorized officer of the Trustee; (B) the Indenture has been satisfiedduly executed and delivered by the Trustee; and (bC) the Escrow Agent’s willingness Trustee has all necessary corporate powers required to issue such owner’s title insurance policy shall satisfy execute and deliver, and to perform its obligations under, the requirement that title Indenture. If any conditions to the Real Property shall be good obligations of the Purchaser or the Issuer under this Agreement are not satisfied and marketable. 2. Seller shall have performedif the satisfaction of such conditions is not waived by the Purchaser and the Issuer, observed then, at the option of the Purchaser and complied with all covenantsthe Issuer, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 3. All of Seller’s representations and warranties contained herein shall be true and correct in all material respects as of (x) the Closing Date and Seller will deliver be postponed for such period, not to Purchaser at Closing a certificate exceed seven days, as may be necessary for such conditions to that effect. 4. The physical condition be satisfied or (y) the obligations of the Property shall not Purchaser and the Issuer under this Agreement will terminate, and neither the Purchaser nor the Issuer will have materially changed since any further obligations or liabilities under this Agreement, however, the Effective DateCompany will continue to be obligated to reimburse the Issuer for the expenses of the Issuer.