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

Seller’s Representations and Warranties. Seller represents and warrants to Buyer as follows: (a) Seller is duly incorporated, validly existing, and in good standing under the laws of the State of California and has full power and authority to execute, deliver, and perform its obligations under this Agreement and all instruments required to be delivered by Buyer hereunder. All requisite authorizing action has been taken by Buyer in connection with the execution and delivery of this Agreement and the consummation of this transaction. (b) The execution, delivery and performance of this Agreement by Seller will not (1) violate or conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation of any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict with, or result in the breach of the provisions of, or constitute a default under, any material agreement, license, permit, or other instrument to which Seller is a party or is bound. (c) Except as disclosed herein, there is neither pending nor, to Seller’s knowledge, threatened against Seller, the Property, or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation of the Property following the Closing, or (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under this Agreement. (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, Seller has received no written notification from any governmental authority (i) that the Property or any part thereof is in violation of any applicable law, ordinance, rule, regulation, or judicial or administrative order or ruling, or (ii) that the condemnation of the Property is contemplated or being considered. (e) Except as disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions). (g) Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 of the Code. (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunder.

Seller’s Representations and Warranties. In addition to the --------------------------------------- representations and warranties set forth elsewhere in this Agreement, Seller hereby represents, warrants and covenants to Buyer, as follows: 15.1.1 The accuracy and completeness of the following constitute a condition to the Close of Escrow and Seller represents and warrants to Buyer that the following are complete and accurate as follows:of the date of this Agreement, will be complete and accurate as of the Close of Escrow, and survive the Close of Escrow and the delivery and recordation of the Deed for a period of two (2) years. (a) 15.1.2 The individual executing this Agreement on behalf of Seller is duly incorporatedauthorized to do so and upon his or her execution hereof, validly existingthis Agreement shall be binding and enforceable upon Seller in accordance with its terms. Seller has the legal power, and in good standing under the laws of the State of California and has full power right and authority to execute, deliver, and perform its obligations under enter into this Agreement and all instruments required to be delivered consummate the transactions contemplated by Buyer hereunderthis Agreement. All requisite authorizing action (corporate, partnership, trust or otherwise) has been taken by Buyer Seller in connection with entering into this Agreement and the consummation of the transactions contemplated by this Agreement. The individual(s) executing this Agreement on behalf of Seller has (have) the legal power, right, and actual authority to bind Seller to the terms and conditions of this Agreement. 15.1.3 Neither the execution and delivery of this Agreement and Agreement, nor the incurrence of the obligations set forth in this Agreement, nor the consummation of the transactions contemplated by this transaction. (b) The executionAgreement, delivery and performance nor compliance with the provisions of this Agreement by Seller will not (1) violate or conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation of any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict with, or result in the a breach of any of the provisions of, or constitute a default under, any material bond, note or other evidence of indebtedness, contract, indenture, mortgage, deed of trust, loan, agreement, license, permit, lease or other agreement or instrument to which Seller is a party or is bound. (c) Except as disclosed herein, there is neither pending nor, to Seller’s knowledge, threatened against Seller, the Property, or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation of the Property following the Closing, or (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under this Agreement. (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, Seller has received no written notification from any governmental authority (i) that by which the Property or any part thereof is in violation of any applicable law, ordinance, rule, regulation, or judicial or administrative order or ruling, or (ii) that the condemnation of the Property is contemplated or being consideredSeller's properties may be bound. (e) Except as disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions). (g) 15.1.4 Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, entity under Section 1445 of the Internal Revenue Code. (h15.1.5 Neither Seller nor any of its principals is a disqualified person under Section 4975(a) For purposes hereof, of the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence Internal Revenue Code or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained a "party in this interest" as defined in Section 9.1 with the individual identified in this Section 9.1(j3(14), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunder.

Seller’s Representations and Warranties. Seller represents and warrants to Buyer as followsof the date hereof and the Closing Date that: (a) 4.1.1 Seller is a corporation duly incorporatedorganized, validly existing, and in good standing under the laws of the State state of California Louisiana, and is duly qualified to carry on its business in Louisiana, and in the Outer Continental Shelf of the Gulf of Mexico. 4.1.2 Seller has full all requisite power and authority to executecarry on its business as presently conducted, deliverto enter into this Agreement and the other documents and agreements contemplated hereby, and to perform its obligations under this Agreement and all instruments required to be delivered the other documents and agreements contemplated hereby. The consummation of the transactions contemplated by Buyer hereunder. All requisite authorizing action has been taken by Buyer in connection with the execution and delivery of this Agreement and the consummation of this transaction. (b) The execution, delivery and performance of this Agreement by Seller will not (1) violate or violate, nor be in conflict with Buyer’s corporate power (i) any provision of its articles of incorporation, bylaws or authorityother governing documents, (ii) to Seller’s 's knowledge, constitute a violation of any lawjudgment, regulationdecree, order, writstatute, judgment, injunctionrule, or decree regulation applicable to Seller, or (iii) to Seller’s knowledge, conflict with, any agreement or result in the breach of the provisions of, or constitute a default under, any material agreement, license, permit, or other instrument to which Seller is a party or by which Seller is bound. bound except those relating to (a) the preferential right to purchase all or any portion of the Assets, (b) required consents to transfer and related provisions, and (c) Except as disclosed hereinany other third-party approvals or consents contemplated herein or in any judgment, there is neither pending nordecree, order, statute, rule, or regulation applicable to Seller’s knowledge. 4.1.3 This Agreement constitutes, and all documents and instruments required hereunder to be executed and delivered by Seller at Closing constitute, legal, valid and binding obligations of Seller in accordance with their respective terms, subject to applicable bankruptcy and other similar laws of general application with respect to creditors. 4.1.4 There are no bankruptcy, reorganization or receivership proceedings pending, being contemplated by, or to the actual knowledge of Seller threatened against Seller, the Property, or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation of the Property following the Closing, or (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under this Agreement. (d) 4.1.5 Except as disclosed in set out on Exhibit "G", there exist no pending suits or proceedings against Seller or affecting the Agreement for Environmental Conditions Assets and as disclosed herein, to Seller’s knowledge, Seller has received no written notification from any governmental authority (i) that the Property or any part thereof is in violation of any applicable law, ordinance, rule, regulation, or judicial or administrative order or ruling, or (ii) that the condemnation of the Property is contemplated or being considered. (e) Except as disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against or investigation which could have a material and adverse effect upon the Assets or the value or operation thereof, and to the best of Seller's knowledge no such suits or proceedings, claims or investigations are threatened or contemplated. 4.1.6 Seller under any Environmental Laws (defined below)is not a non-resident, alien, foreign corporation, foreign partnership, or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (foreign estate as those terms are defined in the Agreement for Environmental Conditions)Code and applicable income tax regulations. 4.1.7 To Seller's knowledge, as of the Effective Time, Seller has not violated any applicable laws or statutes, or any applicable regulations, rules or orders promulgated by the Federal Energy Regulatory Commission, the MMS, the BLM, the SMB, the DOC, the DEQ or any other federal or state regulatory agencies, or any of their predecessor agencies, which would have a material and adverse effect upon the value of the Assets or the production of Hydrocarbons from the Assets. 4.1.8 To Seller's knowledge, all of the wellx xxxlled by Seller have been drilled, completed and operated within the boundaries of the Leases or within the limits otherwise permitted by contract, pooling or unit agreement, and by law and in compliance with all applicable rules, regulations, permits, judgments, orders and decrees of any court or the federal and state regulatory authorities having jurisdiction thereof. 4.1.9 To Seller's knowledge (gi) all contracts or agreements which are included on Exhibits "A-1" or "A-2" and which materially affect the right of Seller to own and operate the Assets which have not previously expired or been terminated by mutual agreement are in full force and effect, and (ii) neither Seller nor any other party to any such material agreement has given, or threatened to give, written notice of any action to cancel, rescind or procure a judicial reformation of any such contract or agreement or any provision thereof. 4.1.10 Prior to Closing, Seller shall have made available to Buyer for inspection all material governmental permits in the possession of Seller affecting or relating to the Assets and any governmental permits in the possession of Seller affecting or relating to the Assets which are requested in writing by Buyer fifteen (15) days prior to Closing. 4.1.11 To Seller's knowledge, Seller's operation of the Assets is not the subject of any pending regulatory compliance or enforcement actions. 4.1.12 Except with respect to the severance tax and royalty litigation involving the State of Louisiana listed on Exhibit "G", to Seller's knowledge, no fact or circumstance exists which would preclude or inhibit approval of Seller's assignment of the Assets to the Buyer by the SMB, BLM or MMS. 4.1.13 Except for files and other information that would reasonably be considered as confidential, privileged or proprietary, and subject to the destruction of documents pursuant to Seller's standard record-retention policies, to Seller's knowledge, all files relating to the Assets in the possession of Seller shall have been made available to Buyer for Buyer's review prior to Closing. 4.1.14 Except as reflected in the documents and agreements listed in Exhibits "A-1" or "A-2", to Seller's knowledge, (i) no amount of Seller's Hydrocarbons produced from the Assets and marketed by others is subject to a sales or processing contract (except for contracts terminable without penalty by Seller on notice or not more than thirty days after notice), and no person has any call upon, option to purchase or similar rights under any agreement with respect to the Assets or to the production therefrom, (ii) Seller is has not in any respect collected, nor will Seller in any respect collect, any proceeds from the sale of Hydrocarbons produced from the Assets that are subject to refund by Buyer, and (iii) Seller has not been nor will Seller be obligated by virtue of any prepayment made under any gas transportation, production sales contract or any other contract containing a foreign person "take-or-pay" clause, or entityunder any gas balancing, deferred production or similar arrangement to deliver oil, gas or other minerals produced from or allocated to any of the Assets at some future time without receiving full payment therefor at the time of delivery. 4.1.15 To Seller's knowledge, during the period of Seller's ownership of the Assets all ad valorem, property, production, excise, severance, windfall profit and similar taxes and assessments payable with respect to the Assets and based on or measured by the ownership of property or the production or removal of Hydrocarbons or the receipt of proceeds therefrom have been and will be timely paid as described of the Effective Time in all respects. However, the State of Louisiana has asserted severance tax claims in the Foreign Investments in Real Property Tax Act, Section 1445 of the Codelitigation reflected on Exhibit "G". (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunder.

Seller’s Representations and Warranties. (a) The Seller represents and warrants to the Buyer that the representations and warranties indicated in Exhibit 7.02 and Section 6(b) are true, correct and not misleading as follows: (a) Seller is duly incorporatedat the date of this Agreement, validly existingexcept as otherwise Disclosed in the Disclosure Letter attached hereto as Exhibit 7.02(a), and hereby acknowledges that each of such representations and warranties is material and essential to the Buyer, who is relying on such representations and warranties in good standing under entering into this Agreement. For the laws avoidance of any doubt, it is agreed that the Seller’s representations and warranties shall not be affected, limited or diminished by any investigation (including the Due Diligence) up to this date or hereafter made by the Buyer (directly and through its advisors) with respect to Next Metrology, the Share, Next Metrology’s assets, liabilities and properties or by any knowledge by the Buyer of the State matters covered by the representations and warranties, except for the matters Disclosed in the Disclosure Letter. As of California and has full power and authority to execute, deliver, and perform its obligations under this Agreement and all instruments required to be delivered by Buyer hereunder. All requisite authorizing action has been taken by Buyer in connection with the execution and delivery date of this Agreement Agreement, the Buyer’s representatives, Jxxxxxx Xxxxxxxxx or Kxxxx Xxxxxxxxxx , do not have actual conscious awareness of any inaccuracy or breach of the representations and warranties of the consummation of Seller in this transactionAgreement. (b) The execution, delivery and performance Each of this Agreement by Seller will not (1) violate or conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation of any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict with, or result in the breach of the provisions of, or constitute a default under, any material agreement, license, permit, or other instrument to which Seller is a party or is bound. (c) Except as disclosed herein, there is neither pending nor, to Seller’s knowledge, threatened against Seller, the Property, or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation of the Property following the Closing, or (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under this Agreement. (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, Seller has received no written notification from any governmental authority (i) that the Property or any part thereof is in violation of any applicable law, ordinance, rule, regulation, or judicial or administrative order or ruling, or (ii) that the condemnation of the Property is contemplated or being considered. (e) Except as disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions). (g) Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 of the Code. (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained made or given by the Seller in or pursuant to Sections 6(b) and 7.02 of this Agreement or confirmed by the Seller at the Completion Date pursuant to Section 9.1 with the individual identified in this Section 9.1(j)4.02(a)(i)(ee) shall be construed as a separate and independent representation and warranty and, who is named herein to define the scope of Seller’s knowledgeexcept where expressly stated, but who shall not have be limited or restricted by reference to or inference from the terms of any personal liability hereunderother representations and warranties or any other provision of this Agreement.

Seller’s Representations and Warranties. Seller represents and warrants to Buyer Purchaser, as follows: (a) 6.1.1 Seller is duly incorporatedhas the right, validly existing, and in good standing under the laws of the State of California and has full power and authority to execute, deliverenter into this Agreement, and perform its the right, power and authority to convey the Property in accordance with the terms and conditions of this Agreement. The execution and entry into this Agreement, the execution and delivery of the documents and instruments to be executed and delivered by Seller on the Closing Date and the performance by Seller of Seller’s duties and obligations under this Agreement and of all instruments required to be delivered by Buyer hereunder. All requisite authorizing action has been taken by Buyer in connection with other acts necessary for the execution and delivery of this Agreement and the full consummation of this transaction. (b) The executionthe purchase and sale of the Property as contemplated herein, delivery are not in violation of, and performance of this Agreement by Seller will not (1) violate or conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation of create any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict with, or result in the breach of the provisions of, or constitute a default adverse condition under, any material agreementcontract, license, permit, agreement or other instrument to which Seller is a party party, or any judicial order or judgment of any nature by which Seller is bound. (c) Except as disclosed herein. Seller is not a single-purpose entity and has a tangible net worth, there is neither pending nor, to Seller’s knowledge, threatened against Seller, exclusive of its interest in the Property, or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could at least equal to the Cap Amount (ias hereinafter defined) have a material adverse effect on Buyer or upon and Seller agrees to maintain such minimum tangible net worth at least through the use, value or operation of the Property following the Closing, or (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under this Agreementsurvival period set forth herein. (d) 6.1.2 Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledgeset forth on Exhibit 6.1.2, Seller has received no written notification from notice of any pending action by any governmental authority (i) that or agency having the Property or any part thereof is in violation power of any applicable laweminent domain, ordinance, rule, regulation, or judicial or administrative order or ruling, or (ii) that the condemnation of the Property is contemplated or being considered. (e) Except as disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights which might result in any part of the Property being sold to Buyertaken by condemnation or conveyed in lieu thereof. Seller shall, promptly upon receiving any such notice, give Purchaser written notice thereof. (f) 6.1.3 Except as disclosed for routine rent collection matters arising under any tenant leases with respect to the Property, Seller has received no written notice of any action, suit or proceeding pending or threatened in writing against, by or affecting the Agreement for Environmental Conditions and as disclosed herein, (i) Property or Seller’s right to transfer the Property or the title of the Property. 6.1.4 To Seller’s knowledge, there the Rent Roll attached hereto as Exhibit “F” and incorporated herein by this reference is true, correct and complete in all material respects as of the date set forth therein. 6.1.5 At Closing Seller shall terminate, and be responsible for any payments due with respect thereto, all contracts affecting the Property, except for the contracts and agreements listed or described on Exhibit “E” attached hereto and incorporated herein by this reference (the “Service Contracts”) which, to the extent of any obligations arising thereunder after Closing, shall be assumed by, and become the responsibility of, Purchaser at Closing. 6.1.6 Seller has no Environmental Condition on knowledge and has not received written notice of violation of any applicable federal, state or local laws pertaining to environmental matters, building codes or other uses of the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion nor of any claim against violation of any private declaration, covenant or restriction affecting the Property. 6.1.7 Except as may be set forth in any environmental report delivered by Seller under to Purchaser as part of the Due Diligence Items, Seller has no knowledge of any Environmental Laws Hazardous Materials (defined below)as hereinafter defined) which exist on or about the Property, or (ii) Seller has not entered into, agreed to of any conditions which exist which do or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup may cause a violation of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditionshereinafter defined). (g) 6.1.8 Attached hereto as Exhibit “E” and incorporated herein by this reference is a complete and accurate list of all of the Service Contracts. To the best of Seller’s knowledge, all such Service Contracts are and shall be in full force and effect in accordance with their respective provisions; Seller has no knowledge of, and has received no written notice of, any default, or claim of default, on the part of any party to any of such Service Contracts. 6.1.9 Except as otherwise disclosed to Purchaser in writing, there are no on-site employees of Seller at the Property, and after Closing, Purchaser is not obligated to continue the employment of any of Seller’s or Seller’s property manager’s employees and has no obligation or liability whatsoever to any of Seller’s or Seller’s property manager’s employees under any agreements between Seller or Seller’s agent or property manager and its employees. 6.1.10 Seller is not a foreign person or entitywithin the meaning of Section 1445 of the Internal Revenue Code of 1986, as described in amended (the Foreign Investments in Investment and Real Property Tax Act, Section 1445 of the Code). 6.1.11 EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SUBSECTION 6.1 AND THE DOCUMENTS DELIVERED AT CLOSING, IT IS UNDERSTOOD AND AGREED THAT SELLER DISCLAIMS ALL WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR REPRESENTATIONS AS TO MATTERS OF TITLE (hOTHER THAN SELLER’S WARRANTY OF TITLE SET FORTH IN THE DEED (AS HEREINAFTER DEFINED) For purposes hereofTO BE DELIVERED AT CLOSING), the term ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITIONS, AVAILABILITY OR ACCESS, INGRESS OR EGRESS, PROPERTY VALUE, OPERATING HISTORY, GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SUBSECTION 6.1 AND THE DOCUMENTS DELIVERED AT CLOSING, PURCHASER AGREES THAT WITH RESPECT TO THE PROPERTY, PURCHASER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER OR SELLER’S AGENTS OR EMPLOYEES. PURCHASER REPRESENTS THAT IT IS A KNOWLEDGEABLE, SOPHISTICATED AND EXPERIENCED PURCHASER OF REAL ESTATE SIMILAR TO THE PROPERTY AND THAT IT IS RELYING ON ITS OWN EXPERTISE AND THAT OF PURCHASER’S CONSULTANTS, AND THAT PURCHASER WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND SHALL RELY UPON SAME, AND, UPON CLOSING, ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INSPECTIONS AND INVESTIGATIONS EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 6 AND THE DOCUMENTS DELIVERED AT CLOSING, PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING, SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY “to Seller’s knowledgeAS IS, WHERE IS,” means the presentWITH ALL FAULTS, actual knowledge of X.X. XxxxxxxxAND THERE ARE NO ORAL AGREEMENTS, President of Seller, with no duty of due diligence or inquiry on the part of such officerWARRANTIES OR REPRESENTATIONS COLLATERAL TO OR AFFECTING THE PROPERTY BY SELLER OR ANY THIRD PARTY. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunderTHE TERMS AND CONDITIONS OF THIS SUBSECTION 6.1 SHALL EXPRESSLY SURVIVE CLOSING AND NOT MERGE THEREIN.

Seller’s Representations and Warranties. As a material inducement to Buyer and Subsidiary to execute and perform the obligations required under this Agreement, Seller represents and warrants to Buyer that, except as followsotherwise disclosed herein: (a) ). Seller is a limited liability company duly incorporated, organized and validly existing, and in good standing existing under the laws Laws of the State Commonwealth of California Kentucky and has full corporate power and authority to executeown, deliveroperate or lease the properties and assets now owned, operated or leased by it and perform its obligations under this Agreement to carry on the Business as currently conducted. (b). Seller has full corporate power and all instruments required authority to be delivered by Buyer hereunder. All requisite authorizing action has been taken by Buyer in connection with the execution and delivery of enter into this Agreement and the consummation of this transaction. (b) The execution, delivery and performance of this Agreement by Seller will not (1) violate or conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation of any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict with, or result in the breach of the provisions of, or constitute a default under, any material agreement, license, permit, or other instrument related documents to which Seller is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and any related document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. When each other document to which Seller is or will be a party or is boundhas been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms. (c). Seller has no Liabilities with respect to the Business, except (a) Except as those which have been disclosed hereinto Buyer in writing, there is neither pending norand (b) those which have been incurred in the ordinary course of business consistent with past practice and which are not, to Seller’s knowledgeindividually or in the aggregate, threatened against Seller, the Property, or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation of the Property following the Closing, or (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under this Agreementin amount. (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, ). Seller has received no written notification from any governmental authority good and valid title to, or a valid leasehold interest in, all of the Purchased Assets. All such Purchased Assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) that the Property or any part thereof is liens in violation favor of any applicable law, ordinance, rule, regulation, or judicial or administrative order or ruling, or Community Trust Bank; (ii) that the condemnation of the Property is contemplated or being considered.liens for Taxes not yet due and payable; or (eiii) Except as disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are liens arising under original purchase price conditional sales contracts and equipment leases with third parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed entered into in the Agreement for Environmental Conditions and as disclosed hereinordinary course of business consistent with past practice which are not, (i) to Seller’s knowledgeindividually or in the aggregate, there is no Environmental Condition on the Property or facts or circumstances relating material to the Property that would reasonably be expected to form Business or the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions)Purchased Assets. (g) Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 of the Code. (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunder.

Seller’s Representations and Warranties. Seller hereby represents and warrants to Buyer that, as followsof the date hereof, and as of the Closing: (a) 5.1.1 Seller is duly incorporatedformed foreign corporation, validly existing, and in good standing under standing, having the laws capacity to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducted, and to execute, deliver and perform the provisions of this Agreement; 5.1.2 The execution, delivery, and performance by Seller of this Agreement, and the sale of the State Aircraft, has been duly authorized by all necessary action on behalf of California Seller and do not conflict with or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement to which Seller is a party; 5.1.3 The person executing this Agreement on behalf of Seller has full power and authority to execute, deliver, do so; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereof) are listed by the United States Department of Treasury on the Specifically Designated Nationals and perform its obligations under Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement and all instruments required related to be delivered by Buyer hereunder. All requisite authorizing action has been taken by Buyer in connection with the execution and delivery of this Agreement and the consummation of this transaction. (b) The executionidentity, delivery and performance of this Agreement by Seller will not (1) violate citizenship, location or conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation of any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict with, or result in the breach of the provisions of, or constitute a default under, any material agreement, license, permit, or other instrument to which Seller is a party or is bound. (c) Except as disclosed herein, there is neither pending nor, to Seller’s knowledge, threatened against Seller, the Property, or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation of the Property following the Closing, or (ii) enjoin or restrict the right or ability business of Seller to perform its obligations.under this Agreement. (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, Seller has received no written notification from any governmental authority (i) that the Property or any part thereof is in violation of any applicable law, ordinance, rule, regulation, or judicial or administrative order or ruling, or (ii) that the condemnation of the Property is contemplated or being considered. (e) Except as disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form purpose for which the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (ii) Aircraft was previously used; 5.1.5 Seller has not entered into, into any other agreements under which it has agreed to sell or lease or otherwise encumber the Aircraft or any part thereof, other than this Agreement or any Liens that are to Seller’s knowledgebe discharged at Closing. 5.1.6 This Agreement constitutes the legal, been subjected valid and binding obligations of Seller and is enforceable against Seller in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; and 5.1.7 Seller is the lawful beneficial owner of the Aircraft as of the date of execution of this Agreement, and at the time of the Closing, will cause the registered owner of the Aircraft, Owner Trustee, to convey good and marketable title to the Aircraft, free and clear of all Liens to Purchaser, and Seller will warrant and defend such title forever against all claims and demands whatsoever. 5.1.8 Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or registration of the Aircraft prior to the Closing (“Amounts Owed”), provided that, if Amounts Owed are not yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Purchaser or a lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any consentemployee, decree, judgment agent or order under any Environmental Laws, relating to compliance with, or cleanup independent contractor of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions)Purchaser. (g) Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 of the Code. (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunder.

Seller’s Representations and Warranties. As of the Effective Date, Seller represents and warrants to Buyer as follows: (a) Seller is a Delaware limited liability company, duly incorporatedorganized, validly existing, existing and in good standing under the laws of the State jurisdiction of California and has full power and authority to execute, deliverits formation, and perform its obligations under this Agreement and all instruments required is qualified to be delivered by Buyer hereunder. All requisite authorizing action has been taken by Buyer conduct business in connection with each jurisdiction where the execution and delivery failure to so qualify would have a material adverse effect on the business or financial condition of this Agreement and the consummation of this transactionSeller. (b) Seller has the power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement, except where such failure does not have a material adverse effect on Seller’s performance under this Agreement. The execution, delivery and performance of this Agreement by Seller has been duly authorized by all necessary limited liability company action on the part of Seller and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Seller or any other party to any other agreement with Seller. (1c) violate or The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfillment of and compliance by Seller with the provisions of this Agreement will not conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation breach of or a default under any law, regulation, order, writ, judgment, injunction, or decree applicable Law presently in effect having applicability to Seller, subject to any permits that have not yet been obtained by Seller, the documents of formation of Seller or (iii) to Seller’s knowledgeany outstanding trust indenture, conflict withdeed of trust, or result in the breach of the provisions ofmortgage, or constitute a default under, any material agreement, license, permit, loan agreement or other evidence of indebtedness or any other agreement or instrument to which Seller is a party or by which any of its property is bound. (cd) Except as disclosed hereinThis Agreement has been duly executed and delivered by Seller. This Agreement is a legal, there is neither pending nor, to Seller’s knowledge, threatened against Seller, the Property, or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation of the Property following the Closing, or (ii) enjoin or restrict the right or ability valid and binding obligation of Seller to perform enforceable in accordance with its obligations.under this Agreement. (d) Except terms, except as disclosed limited by laws of general applicability limiting the enforcement of creditors’ rights or by the exercise of judicial discretion in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, Seller has received no written notification from any governmental authority (i) that the Property or any part thereof is in violation accordance with general principles of any applicable law, ordinance, rule, regulation, or judicial or administrative order or ruling, or (ii) that the condemnation of the Property is contemplated or being consideredequity. (e) Except as disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed The Facility is located in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion State of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions)California. (g) Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 of the Code. (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunder.

Seller’s Representations and Warranties. Seller hereby represents and warrants to Buyer as followsParent, and agrees, that: (a) Seller 5.1 Hercules is duly incorporated, validly existing, the exclusive legal and in good standing under the laws beneficial owner of the State Obligations and the Loan Documents. HTI is the exclusive legal and beneficial owner of California the HTI Warrant. None of the Seller Documents (or any part thereof) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entity. 5.2 Seller has delivered true and complete copies of the Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any warrants to purchase any common stock or other equity interest in any of Borrowers except for the HTI Warrant. 5.4 Seller has full power all right, power, legal capacity, and authority to execute, deliver, execute and deliver this Agreement and to perform its obligations hereunder and under this Agreement each other agreement that Seller may execute and all instruments required to be delivered by Buyer hereunder. All requisite authorizing action has been taken by Buyer deliver in connection with the execution and delivery of this Agreement and the consummation of this transactionherewith. (b) 5.5 The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by Seller this Agreement do not and will not not: (1a) violate any Laws presently in effect having applicability to Seller or conflict with Buyer’s corporate power or authority, any property of Seller; (iib) to Seller’s knowledge, constitute a violation of any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict with, or result in the a breach of the provisions of, or constitute a default under, under any material agreement, license, permit, or other instrument agreement to which Seller is a party subject; or is bound. (c) Except as disclosed hereinrequire any Permits. 5.6 This Agreement constitutes the legal, there valid and binding obligation of Seller enforceable against Seller in accordance with its terms and is neither pending nor, to Seller’s knowledge, threatened against Sellerentered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction. 5.7 As of the date of this Agreement, the Property, or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect outstanding Obligations are set forth on Buyer or upon the use, value or operation Schedule 1 of the Property following the Closing, or (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under this Agreement. 5.8 Seller has (a) given written instructions to any financial institution subject to agreements that (i) require automatic or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, in each case that such automatic sweeps shall be suspended and that the Borrowers shall have withdrawal rights with respect to the accounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writing. 5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but without limitation, Seller makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of the Loan Documents, any other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the Collateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any guarantor of the Obligations of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto or (d) Except as disclosed in any credit decisions made by the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, Seller has received no written notification from any governmental authority (i) that the Property or any part thereof is in violation of any applicable law, ordinance, rule, regulation, or judicial or administrative order or ruling, or (ii) that the condemnation of the Property is contemplated or being considered. (e) Except as disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating with respect to the Property that would reasonably be expected to form Borrowers or the basis for Loan Documents and the assertion of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions)transactions contemplated thereby. (g) Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 of the Code. (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunder.

Seller’s Representations and Warranties. Seller hereby represents and warrants to Buyer that as follows: (a) Seller is duly incorporated, validly existing, and in good standing under the laws of the State of California and has full power and authority to execute, deliver, and perform its obligations under this Agreement and all instruments required to be delivered by Buyer hereunder. All requisite authorizing action has been taken by Buyer in connection with the execution and delivery date of this Agreement and, subject to Section 7(b) below, as of Closing: i. No other person or entity has a contract or option to purchase, letter of intent, right of first refusal or first offer, or similar rights with respect to the Property that is now outstanding. ii. Seller now has or will obtain (at its cost) the right to consolidate and transfer fee simple ownership to the Property to Buyer prior to expiration of the Due Diligence Period. iii. Seller has received no written notice from any governmental authority with jurisdiction over the Property of any current violation by the Property of any laws or regulations applicable to the Property, and the consummation Property is in compliance with any past notices of this transactionviolations. Seller shall promptly provide Buyer with a copy of any such notices received after the Effective Date. (b) The execution, delivery iv. There are no leases currently in effect with respect to the Property and performance there are no parties in possession of this Agreement by Seller will not (1) violate or conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation of any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict with, or result in the breach of the provisions of, or constitute a default under, any material agreement, license, permit, or other instrument to which Seller is a party or is bound. (c) Except as disclosed herein, there is neither pending nor, to Seller’s knowledge, threatened against Seller, the Property, or any part thereof any legal actionthereof. v. There are no contracts or agreements relating to the ownership, arbitrationoperation and maintenance of the Property that will survive the Closing, administrative proceeding before any governmental authorityother than the Service Contracts. To Seller’s knowledge, there are no defaults under or investigation that could (i) have a material adverse effect on Buyer with respect to the Service Contracts. vi. There is no litigation pending or upon threatened in writing against Seller with respect to the use, value Property or Seller’s ownership or operation of the Property following the Closing, or (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under this AgreementProperty. vii. No condemnation or eminent domain proceedings are pending or threatened against the Property. viii. Seller has provided to Buyer full and accurate copies of all material documents with respect to the Property that are in the possession of Seller, including the Due Diligence Items (dincluding any Service Contracts and any and all information related to Hazardous Materials (as defined below) Except at the Property in Seller’s or its authorized agents’ or representatives’ possession or of which Seller or its authorized agents or representatives are aware). The Due Diligence Items delivered to Buyer are true and complete copies of the same documents (originals or copies) that are in Seller’s possession and used in connection with the operation and management of the Property. None of the Due Diligence Items provided to Buyer has been amended, modified or terminated except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, writing to Seller’s knowledge, Seller has received no written notification from any governmental authority (i) that the Property or any part thereof is in violation of any applicable law, ordinance, rule, regulation, or judicial or administrative order or ruling, or (ii) that the condemnation of the Property is contemplated or being consideredBuyer. (e) Except as disclosed herein, to Seller’s knowledge, ix. Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any violation of Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to the presence or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup release of Hazardous Materials under any (as defined below) on or from the Property in violation of Environmental Laws (as those terms are defined below) except as may be disclosed in any environmental reports or assessments included in the Agreement for Environmental Conditions). (g) Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 of the Code. (h) For purposes hereof, the Due Diligence Items. The term “to Seller’s knowledge,Environmental Laws” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry Resource Conservation and Recovery Act and the Comprehensive Environmental Response Compensation and Liability Act and other federal laws governing the environment as in effect on the part date of such officer. Seller has reviewed this Agreement, together with their implementing regulations, guidelines, rules or orders as of the representations date of this Agreement, and warranties contained in this Section 9.1 with all state, regional, county, municipal and other local laws, regulations, ordinances, rules or orders that are equivalent or similar to the individual identified in this Section 9.1(j), who is named herein federal laws recited above or that purport to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunderregulate Hazardous Materials.

Seller’s Representations and Warranties. Seller represents and warrants to Buyer to, and covenants with, Purchaser that the following matters are and shall be true as followsof the date of execution of this Contract and as of the Closing Date: (a) Seller is duly incorporatedThe leases delivered to Purchaser during the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in this Contract. There are no leases, validly existingtenancies, and in good standing under the laws or other rights of occupancy or use for any portion of the State of California and has full power and authority to execute, deliver, and perform its obligations under this Agreement and all instruments required to be delivered by Buyer hereunder. All requisite authorizing action has been taken by Buyer Project other than as set forth in connection with the execution and delivery of this Agreement and the consummation of this transactionLeases. (b) The executionNone of the Leases and none of the rents or other amounts payable thereunder have been assigned, delivery and performance of this Agreement by Seller will not (1) violate or conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation of any law, regulation, order, writ, judgment, injunctionpledged, or decree applicable encumbered except to Sellerthe first mortgage lender; any such assignment, pledge or (iii) encumbrance will be released at or prior to Seller’s knowledge, conflict with, Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or result defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the breach of the provisions of, or constitute a default under, any material agreement, license, permit, or other instrument to which Seller is a party or is boundLeases. (c) Except as disclosed hereinotherwise provided in Exhibit "C" attached hereto, there is neither pending norno brokerage or leasing commissions, management fees or other compensation are due or payable to Seller’s knowledgeany person, threatened against Sellerfirm, the Propertycorporation, or other entity with respect to or on account of any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation of the Property following Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or (ii) enjoin or restrict the right or ability of Seller concessions made with respect to perform its obligations.under this Agreementsuch lease shall be prorated at Closing. (d) Except as disclosed in No tenant or other occupant under any of the Agreement for Environmental Conditions Leases and as disclosed hereinno other person, firm, corporation, or other entity has any right or option to Seller’s knowledge, Seller has received no written notification from any governmental authority (i) that acquire the Property or any part thereof is in violation of any applicable law, ordinance, rule, regulation, or judicial or administrative order or ruling, or (ii) that the condemnation of the Property is contemplated or being consideredportion thereof. (e) Except as disclosed hereinotherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part be performed by the landlord under each of the Property being sold Leases, and all of the other obligations of the landlord thereunder which are required to Buyerbe performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) Except as disclosed in The Rent Roll and the Agreement for Environmental Conditions and as disclosed herein, updates thereof (i) to Seller’s knowledge, there is no Environmental Condition on including at the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion time of any claim against the Seller under any Environmental Laws (defined belowClosing), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined and shall be true and correct in the Agreement for Environmental Conditions)all material respects. (g) Seller is not a foreign person or entity, as described in The statements of income and expense for the Foreign Investments in Real Property Tax Act, Section 1445 Project that are to be furnished hereunder accurately represent the operations of the CodeProject for periods covered thereby and are and will be true and correct in all material respects. (h) For purposes hereofExcept as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the term “Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to Seller’s knowledge,” means the presentProject which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, actual who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of X.X. Xxxxxxxxany pending, President threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of and is not aware of any defect in the condition of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the Project. To the best of Seller, with no duty of due diligence or inquiry 's knowledge without any obligation on the part of such officerSeller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. Seller has reviewed To the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope best of Seller’s 's knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising Seller. (o) Seller represents, but who shall does not have warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any personal liability hereunder.obligation on the part of Seller to investigate, there is no asbestos

Seller’s Representations and Warranties. As a material consideration for Buyer’s entering into this Agreement, Seller represents and warrants to Buyer as followsthat: (a) Seller is a limited partnership duly incorporated, validly existing, organized and existing in good standing under the laws of the State of California and California. Seller has full power and authority to execute, deliver, and perform its obligations under enter into this Agreement and all instruments required to be delivered by Buyer carry out its obligations hereunder. All requisite authorizing action has been taken by Buyer in connection with the execution and delivery of this Agreement and the consummation of this transaction. (b) The execution, delivery and performance execution of this Agreement by Seller will and its delivery to Buyer and the performance hereof have been duly authorized. This Agreement constitutes the legal, valid and binding obligation of Seller and is enforceable against Seller in accordance with its terms, and the execution and delivery thereof does not (1) violate or conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation any provision of any law, regulation, order, writ, judgment, injunction, agreement or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict with, or result in the breach of the provisions of, or constitute a default under, any material agreement, license, permit, or other instrument judicial order to which Seller is a party or to which Seller or the Property is boundsubject; and that all the documents to be delivered by Seller to Buyer at Closing will, at Closing, be duly authorized, executed and delivered by Seller, will be the legal, valid and binding obligations of Seller enforceable against Seller in accordance with their respective terms, and the execution and delivery thereof will not violate any provision of any agreement or judicial order to which Seller is a party or to which Seller or the Property is subject. (c) The Rent Roll delivered to Buyer pursuant to Section 4(f) is the same Rent Roll used in Seller’s operation of the Project, and to Seller’s knowledge: (i) the Rent Roll delivered to Buyer pursuant to Section 4(f) is true and correct in all material respects as of the date set forth thereon; and (ii) financial records pertaining to the Property delivered to Buyer pursuant to the Access License are true and correct in all material respects as of the date set forth thereon. Except as disclosed hereinset forth on the Rent Roll or in the Leases, (i) there is neither pending norare no options to expand, rights of first refusal, or options to terminate or renew, or any rent concessions given to any of the tenants, (ii) all rental and other payments due under such Leases as of the date of this Agreement have been paid in full, (iii) Seller and, to Seller’s knowledge, threatened against Sellerthe tenants under the Leases, are not in default under the PropertyLeases, or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation of the Property following the Closing, or (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under this Agreement. (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, Seller has fully complied with the terms and conditions of all the Leases, (iv) no tenant under any Lease has withheld any payment under its Lease for any reason, (v) no tenant under any Lease has vacated, abandoned or otherwise discontinued business operations at its premises or is entitled to do so, and Seller has no knowledge of that any tenant contemplates such action, (vi) as of the date of this Agreement, no rents or other payments have been collected more than one month in advance and no rents or other deposits are held by Seller, except security deposits described on the Rent Roll or prepaid rent for the current month, (vii) there are no commissions or other fees payable with regard to any of the Leases or with regard to any renewals, extensions or expansions (whether due to options previously or hereafter exercised or separately negotiated), (viii) any and all tenant improvement work, decorating, painting, renovation, and construction currently required to be done by the landlord under the provisions of any agreement with any tenant and any contributions or other allowances payable by the landlord to any tenant toward reimbursement of such tenant’s cost of moving or improvements or any similar expense or monetary consideration to the tenant has been fully completed and paid for, and (ix) Seller has not entered into any agreements with any of the tenants except for the Leases delivered to Buyer, and except as landlord and tenant Seller has no business relationship with any of the tenants. Seller discloses that (A) Sports Authority, which is one of the Tenants, manages and administers the Property, including the relationship with the association or manager of the shopping center in which the Property is located; (B) in so managing and administering the Property, Sports Authority maintains and repairs the Property and bills Bed, Bath & Beyond, which is the other Tenant, for its share of the expense of maintenance and repairs, including a share of amounts assessed by the association or manager of the shopping center; and (C) consequently, Seller is not a party to any contracts related to the construction, operation or maintenance of the Property, Seller does not perform any expense reconciliations with respect to the Property, and Seller does not have any records with respect to any expenses incurred in connection with the maintenance or repair of the Property. (d) Seller has not received no written notification notice from any governmental authority advising Seller of the existence of any violation (ior an alleged violation) that relative to the Property or any part thereof is in violation of any applicable lawbuilding codes, ordinanceenvironmental, rulezoning, regulationsubdivision, or judicial or administrative order or rulingand land use laws, or (ii) that the condemnation violation of which would have a material adverse effect upon the operation of the Property is contemplated or being consideredProperty, and to Seller’s knowledge no such violation exists. (e) Except for any agreements terminable at will or on no more than thirty (30) days notice without penalty or premium, neither Seller nor its agents have entered into any agreements or understandings concerning the Property by which Buyer or the Property would be bound following the Close of Escrow. Any property management contract for the Property will be terminated by Seller as of the Close of Escrow. The Leases and all other documents delivered to Buyer pursuant to this Agreement and the Access License are true, correct and complete copies of such documents in Seller’s possession used by Seller in the operation of the Project. (f) To Seller’s knowledge, except as disclosed hereinin any reports or in other written materials provided by Seller to Buyer or obtained by Buyer during the Due Diligence Period, (i) Seller has not received any notice of the disposal or release of Hazardous Materials on or under the Real Property, and (ii) Seller has not disposed of or released any Hazardous Materials on or under the Real Property during Seller’s ownership of the Property, except that materials such as cleaning supplies and small amounts of gasoline or solvents customarily used in connection with operating a retail project may be present on and used at the Real Property, but any such presence and use does not, to Seller’s knowledge, Seller has received no notice during Seller’s period violate any applicable law in effect at this time. For the purposes of ownership that there are parties that may claim to adversely possess this Agreement, “Hazardous Materials” means “Hazardous Substance,” “Pollutant or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions Contaminant,” and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (“Petroleum” and “Natural Gas Liquids,” as those terms are defined or used in Section 101 of the Agreement for Comprehensive Environmental Conditions)Response, Compensation and Liability Act of 1980, 42 U.S.C. §9601, et seq. (g) Seller is not a foreign person or entity, as described in amended, and any other substances regulated by any federal, state or local authority because of their effect or potential effect on public health and the Foreign Investments in Real Property Tax Actenvironment, Section 1445 of the Codeincluding, without limitation, PCBs, lead paint, asbestos, urea formaldehyde, radioactive materials, petroleum and infectious materials. (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunder.

Seller’s Representations and Warranties. The Seller represents and warrants to the Buyer as followsthat: (a) 5.1.1 the Seller is a corporation duly incorporated, incorporated and validly existing, and in good standing existing under the laws of Delaware; 5.1.2 the State of California and has full power and authority to execute, deliver, and perform its obligations under this Agreement and all instruments required to be delivered by Buyer hereunder. All requisite authorizing action has been taken by Buyer in connection with the execution and delivery of this Agreement and the consummation of this transaction. (b) The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action (including shareholder approval) on the part of the Seller; 5.1.3 the Seller will is not (1) violate a party to, bound by, or conflict with Buyer’s corporate power or authoritysubject to any agreement, (ii) to Seller’s knowledgeindenture, constitute a violation of any lawmortgage, regulationlease, instrument, order, writ, judgment, injunctionjudgment or decree, or decree applicable to Sellerany provision of its articles or by-laws, that would be violated, contravened or (iii) to Seller’s knowledgeinfringed by the execution and delivery of this Agreement by the Seller or the performance of its obligations under this Agreement; 5.1.4 no authorization, conflict withapproval, order or result in the breach of the provisions consent of, or constitute a default underfiling with, any Governmental Authority is required on the part of the Seller in connection with the execution, delivery and performance of this Agreement or any other documents and agreements to be delivered under this Agreement; 5.1.5 no consent, approval or waiver of a third party is required to be obtained in order to complete the transactions contemplated by this Agreement, other than those that have been obtained; 5.1.6 the Seller owns, possesses and has good and marketable title to all of the Purchased Assets, free and clear of all liens, charges and encumbrances (other than liens for current taxes not yet due) and, at the Closing, the Seller will have the absolute and exclusive right to sell the Purchased Assets to the Buyer as contemplated by this Agreement; 5.1.7 there has not been any material agreementadverse change in the condition of the Purchased Assets or any substantial loss of or damage to the Purchased Assets; 5.1.8 no person other than the Buyer has any written or oral agreement or option or any right or privilege (whether by Law, licensepre-emptive, permitcontractual or otherwise) capable of becoming an agreement or option for the purchase or acquisition from the Seller of any of the Purchased Assets; 5.1.9 there is no action, litigation or other instrument to which Seller is a party proceeding in progress, pending or is bound. (c) Except as disclosed herein, there is neither pending nor, to Seller’s knowledge, threatened against Seller, the Property, or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation Seller that could (i) would have a material adverse effect on Buyer the Purchased Assets or upon the ability of the Seller to sell the Purchased Assets to the Buyer; 5.1.10 the use of the Purchased Assets by the Seller is in material compliance with all applicable Laws and the Seller has not received notice of any violation by the Seller of any Laws related to the use of the Purchased Assets; 5.1.11 Schedule 2.1 lists all Intellectual Property that is registered with any Governmental Authority, the jurisdictions (if any) in which that Intellectual Property is registered (or in which application for registration has been made), and the applicable expiry dates of all listed registrations. All necessary legal steps have been taken by the Seller to preserve its rights to the Intellectual Property listed on Schedule 2.1. All license agreements under which the Seller has been granted a right to use, value or operation otherwise exploit, Intellectual Property owned by third parties are also listed on Schedule 2.1. The Intellectual Property that is owned by the Seller is free and clear of any Encumbrances, and no Person other than the Seller has any right to use that Intellectual Property following the Closing, or (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under this Agreement. (d) Except except as disclosed in Schedule 2.1. The use by the Agreement for Environmental Conditions Seller of any Intellectual Property owned by third parties is valid, and as disclosed hereinthe Seller is not in default or breach of any license agreement relating to that Intellectual Property, to Seller’s knowledgeand there exists no state of facts that, after notice or lapse of time or both, would constitute a default or breach under that Intellectual Property. The Intellectual Property forming part of the Purchased Assets does not infringe the intellectual property of any Person; 5.1.12 the Seller has received no written notification from paid all compensation or other amounts owed to any governmental authority (i) current or former employee or independent contractor of the Seller, including wages, salary, bonus, vacation pay or other remuneration, for all periods relating to the service with the Seller at any time prior to the Closing Date; 5.1.13 all personal information in the possession of the Seller forming part of the Purchased Assets has been collected, used and disclosed in compliance with all applicable Laws in those jurisdictions in which the Seller conducts, or is deemed by operation of law in those jurisdictions to conduct, the Business. 5.1.14 all facts relating to the Purchased Assets that would be material to a prospective buyer of the Property Purchased Assets under this Agreement have been disclosed to the Buyer; 5.1.15 the Seller acknowledges that any certificates representing the Warrants and the Warrant Shares will bear such legend or any part thereof is legends as may, in the opinion of counsel to the Buyer and Parent be reasonably necessary in order to avoid a violation of any applicable lawsecurities Laws or to comply with the requirements of the TSXV, ordinanceprovided that if, ruleat any time, regulationin the opinion of counsel to the Buyer and Parent such legends are no longer necessary to avoid a violation of any such Laws, or judicial the holder of any such legended certificate or administrative order or rulingdirect registration statement, or at the holder’s expense, provides the Buyer and Parent (ii) that which may include an opinion of counsel reasonably satisfactory to the condemnation of the Property is contemplated or being considered. (e) Except as disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions Buyer and as disclosed herein, (iParent) to Seller’s knowledgethe effect that such holder is entitled to sell or otherwise transfer such securities in a transaction in which such legends are not required, there is no Environmental Condition on the Property such legended certificate or facts or circumstances relating direct registration statement may thereafter be surrendered to the Property that would reasonably be expected to form the basis Buyer and Parent in exchange for the assertion of any claim against the Seller under any Environmental Laws (defined below), a certificate or (ii) Seller has direct registration statement which does not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions).bear such legend; (g) Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 of the Code. (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed 5.1.16 the representations and warranties contained in this Section 9.1 5.1 will be true on and as of the Closing Date with the individual identified in this Section 9.1(j), who is named herein to define same effect as if made on and as of the scope of Seller’s knowledge, but who shall not have any personal liability hereunderClosing Date.

Seller’s Representations and Warranties. Seller represents and warrants to Buyer Purchaser as of the Effective Date as follows: (a) 10.1.1 Seller is a limited liability company, duly incorporatedorganized, validly existing, existing and in good standing under the laws of the State of California and Wisconsin. 10.1.2 Seller has full power power, right and authority to execute, deliver, enter into and perform its obligations under this Agreement and all instruments required to be delivered by Buyer hereunderAgreement. All requisite authorizing action has been taken by Buyer in connection with the execution and delivery of this Agreement and the consummation of this transaction. (b) The execution, delivery and performance of this Agreement by Seller will not (1) violate or conflict have been duly and properly authorized by proper company action in accordance with Buyer’s corporate power or authority, (ii) to applicable law and with the Articles of Organization of Seller. 10.1.3 To Seller’s knowledge, constitute a violation Exhibit C attached hereto lists all of the Service Contracts entered into by Seller that affect the Property and the service provider under each Service Contract. Notwithstanding anything in this Agreement to the contrary, Seller does not covenant or represent that any particular Service Contract will be assignable to Purchaser at Closing, will be in force or effect as of the Closing, or that the parties to the Service Contracts will not be in default under their respective Service Contracts, and the existence of any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iii) to default by any party under any Service Contract shall not affect the obligations of Purchaser hereunder. 10.1.4 To Seller’s knowledge, conflict withExhibit L attached hereto describes, or result in all material respects, the breach following information concerning the Leases affecting the Property as of the provisions ofdate thereon (“Rent Roll”): (a) unit number, or constitute a default under(b) name of tenant, any material agreement, license, permit, or other instrument to which Seller is a party or is bound. (c) Except as disclosed hereinrental rate, there is neither pending nor(d) move in date, (e) expiration date, and (f) amount of security deposit, and, to Seller’s knowledge, threatened against Sellerthe Rent Roll is true, correct and complete in all material respects. Seller makes no representation with respect to any information provided in Exhibit L that is not described in the Propertypreceding sentence. Notwithstanding anything in this Agreement to the contrary, Seller does not covenant or represent that tenants under Leases will not be in default under their respective Leases, and the existence of any default by any tenant under its Lease shall not affect the obligations of Purchaser hereunder. 10.1.5 Seller has not received from any governmental authority having the power of eminent domain any written notice of any condemnation of the Property or any part thereof thereof. 10.1.6 To Seller’s knowledge, except as set forth on Exhibit N attached hereto, Seller does not have any legal actionknowledge of any material defects affecting the Property (for the purposes of this Section 10.1.6, arbitrationmaterial defects shall mean a defect that, administrative proceeding before any governmental authorityin the aggregate, or investigation that could (i) have a material adverse effect on Buyer or upon adversely affect the use, value or operation of the Property following the Closing, or (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under this Agreementby more than $250,000.00). (d) 10.1.7 Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledgeset forth on Exhibit O attached hereto, Seller has received no written notification notice of any pending litigation initiated against Seller or the Property which would materially affect the Property after Closing. 10.1.8 To Seller’s knowledge, except as set forth on Exhibit P attached hereto, Seller has not received from any governmental authority (i) that written notice of any material violation of any building, fire or health code or any other statute applicable to the Property or which will not be cured prior to Closing. 10.1.9 Seller has not received any part thereof is currently effective written notice that any Hazardous Substances (as hereinafter defined) exist at the Property in violation of any applicable law, ordinance, rule, regulation, or judicial or administrative order or ruling, or (ii) that the condemnation of the Property is contemplated or being considered. (e) Except as disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Applicable Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined . As used in the Agreement for Environmental Conditions). (g) Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 of the Code. (h) For purposes hereofthis Agreement, the term “to Seller’s knowledge,Applicable Environmental Laws” means the presentfollowing laws as amended from time to time: (A) the Resource Conservation and Recovery Act of 1976, actual knowledge 42 USC §1801, et. seq.; or (B) the Comprehensive Environmental Response Compensation and Liability Act of X.X. Xxxxxxxx1980, President of Seller, with no duty of due diligence or inquiry on the part of such officer42 USC §9601 et. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunderseq.

Seller’s Representations and Warranties. As of the Effective Date, Seller represents and warrants to Buyer as follows: (a) Seller is a limited liability company, duly incorporatedorganized, validly existing, existing and in good standing under the laws of the State jurisdiction of its formation, and is qualified to conduct business in the state of California and has full power and authority each jurisdiction where the failure to execute, deliver, and perform its obligations under this Agreement and all instruments required to be delivered by Buyer hereunder. All requisite authorizing action has been taken by Buyer in connection with so qualify would have a material adverse effect on the execution and delivery business or financial condition of this Agreement and the consummation of this transactionSeller. (b) Seller has the power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement. The execution, delivery and performance of this Agreement by Seller has been duly authorized by all necessary limited liability company action on the part of Seller and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Seller or any other party to any other agreement with Seller. (1c) violate or The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfillment of and compliance by Seller with the provisions of this Agreement will not conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation of any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict with, or result in the breach of the provisions of, or constitute a breach of or a default underunder any Law presently in effect having applicability to Seller (subject to any permits that have not yet been obtained by Seller), the documents of formation of Seller or any material agreementoutstanding trust indenture, licensedeed of trust, permitmortgage, loan agreement or other evidence of indebtedness or any other agreement or instrument to which Seller is a party or by which any of its property is bound. (cd) Except as disclosed hereinThis Agreement has been duly executed and delivered by Seller. This Agreement is a legal, there is neither pending nor, to Seller’s knowledge, threatened against Seller, the Property, or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation of the Property following the Closing, or (ii) enjoin or restrict the right or ability valid and binding obligation of Seller to perform enforceable in accordance with its obligations.under this Agreement. (d) Except terms, except as disclosed limited by laws of general applicability limiting the enforcement of creditors’ rights or by the exercise of judicial discretion in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, Seller has received no written notification from any governmental authority (i) that the Property or any part thereof is in violation accordance with general principles of any applicable law, ordinance, rule, regulation, or judicial or administrative order or ruling, or (ii) that the condemnation of the Property is contemplated or being consideredequity. (e) Except as disclosed hereinThe Facility will be located in Humboldt County, to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to BuyerCalifornia. (f) Except as disclosed in Seller will be responsible for obtaining all permits necessary to construct and operate the Agreement for Environmental Conditions Facility and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition Seller will be the applicant on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions)CEQA documents. (g) Seller is has not a foreign person and will not knowingly utilize equipment or entityresources for the construction, as described in the Foreign Investments in Real Property Tax Act, Section 1445 operation or maintenance of the Code. Facility that rely on work or services exacted from any person under the threat of a penalty and for which the person has not offered himself or herself voluntarily (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officerForced Labor”). Seller has reviewed the representations and warranties contained in this Section 9.1 Consistent with the individual identified in this Section 9.1(j)business advisory jointly issued by the U.S. Departments of State, who is named herein Treasury, Commerce and Homeland Security on July 1, 2020, equipment or resources sourced from the Xinjiang region of China are presumed to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunderinvolve Forced Labor.

Seller’s Representations and Warranties. Seller represents and warrants to Buyer as follows: (a) 6.1 Seller is a limited partnership, duly incorporated, organized and validly existing, existing and in good standing under the laws of the State of California Delaware and has full power and authority to executeenter into this transaction, deliverto carry on its business, and to transfer the Assets and other interests specified in this Agreement free and clear of all liens and encumbrances. 6.2 Seller has full partnership power and authority to perform its obligations under hereunder. The execution and delivery of this Agreement and performance by Seller of its obligations hereunder have been duly authorized by all instruments required necessary partnership action in order to be delivered by Buyer hereunderconstitute this Agreement as a binding and enforceable obligation of Seller. All requisite authorizing action has been taken by Buyer in connection with the The execution and delivery of this Agreement and the consummation performance by Seller of its obligations hereunder do not and will not violate any provision of Seller's Partnership Agreement or any other agreement to which it is a party or any judgment, order, decree, law or regulation. This Agreement is a legal, valid and binding agreement, enforceable against the Seller in accordance with its terms. There are no consents required to enable Seller to execute and deliver this transactionAgreement that have not been obtained. (b) 6.3 The executionAssets are being purchased in an "as is" condition. SELLER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO THE ASSETS OR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OTHER THAN THOSE SET FORTH IN THIS SECTION 6 AND OTHER DOCUMENTS DELIVERED OR TO BE DELIVERED HEREWITH AND ALL OTHER WARRANTIES EXPRESS OR IMPLIED ARE HEREBY DISCLAIMED, delivery INCLUDING ALL WARRANTIES OF MERCHANTIBILITY, SUITABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 6.4 To the best of Seller's knowledge, after due inquiry, the performance by Seller of, and performance its compliance with the terms, provisions and conditions of this Agreement by Seller will does not (1) violate or conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation of any lawapplicable statute, regulation, order, writ, judgment, injunction, order or decree judgment applicable to Seller, or (iii) to Seller’s knowledge, conflict with, or result in the breach of the provisions of, or it and does not constitute a default under, and is not in any material agreementrespect in conflict with, licensethe provisions of any bylaw, permitindenture, or other instrument agreement or any judgment to which Seller is a party or is bound. (c) Except as disclosed hereinby which it may be bound or affected, there is neither pending nor, including but not limited to Seller’s knowledge, threatened against Seller, the Property, or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation of the Property following the Closing, or (ii) enjoin or restrict the right or ability obligation of Seller to perform its obligations.under this Agreementcreditors. (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, Seller has received no written notification from any governmental authority (i) that the Property or any part thereof is in violation of any applicable law, ordinance, rule, regulation, or judicial or administrative order or ruling, or (ii) that the condemnation of the Property is contemplated or being considered. (e) Except as disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions). (g) Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 of the Code. (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunder.

Seller’s Representations and Warranties. Seller represents The Sellers jointly and warrants severally represent and warrant to Buyer that, as followsof the Effective Date and on each day during the Option Period, the following statements are accurate and complete: (a) The Membership Interests are owned 51% by Xxxxx and 49% by Xxxxx. Each Seller is the sole record and beneficial owner of the Membership Interests he owns. No other person has any right, title, or interest in or to the Membership Interests. The Membership Interests are free and clear of all liens, security interests, encumbrances, and other restrictions. Each Seller has the unrestricted right, ability, and authority to enter into and perform his obligations under this Option, to grant the Purchase Option hereunder, and, upon Buyer’s exercise of the Purchase Option, to transfer and sell the Membership Interests he owns to Buyer pursuant hereto and the MIPA. (b) Each Seller is an individual and resident of the state set forth in his address on the signature page to this Option. The Company is duly incorporatedorganized, validly existing, and in good standing under the laws of the State of California Michigan and has full all requisite limited liability company power and authority to execute, delivercarry on its business as now being conducted. (c) The execution and delivery of this Option by the Company and each Seller, and perform its the performance of the Company’s and each Seller’s obligations under this Agreement hereunder, have been duly authorized by all necessary action on the Company’s and all instruments required each Seller’s part. No proceedings on the part of the Company or either Seller are necessary to be delivered by Buyer hereunder. All requisite authorizing action has been taken by Buyer in connection with authorize the execution and delivery of this Agreement Option or to consummate the transactions contemplated by this Option. (d) This Option has been duly executed and delivered by the Company and each Seller and constitutes a legal, valid, and binding obligation of the Company and each Seller, enforceable against the Company and each Seller in accordance with its terms (subject to applicable bankruptcy, solvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors' rights generally from time to time in effect and by general principles of equity). (e) The execution and delivery of this Option by the Company and each Seller does not, and the consummation of the transactions contemplated by this transaction. (b) The executionOption, delivery and performance compliance with the provisions of this Agreement Option by Seller will not (1) violate or conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation of any law, regulation, order, writ, judgment, injunction, or decree applicable to the Company and each Seller, or (iii) to Seller’s knowledgewill not, conflict with, or result in the any violation or breach of the provisions of, or constitute default (with or without notice or lapse of time or both) under or give rise to a default right of termination, cancellation, or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any material lien in or upon any of the Membership Interests under: (i) the organizational documents of the Company; (ii) any agreement, license, permitcontract, or other instrument to which the Company, either Seller or their respective assets is a party subject or is bound. ; or (ciii) Except as disclosed hereinany law applicable to the Company, there is neither pending nor, to Seller’s knowledge, threatened against either Seller, the Property, or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation of the Property following the Closing, or (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under this Agreement. (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, Seller has received no written notification from any governmental authority (i) that the Property or any part thereof is in violation of any applicable law, ordinance, rule, regulation, or judicial or administrative order or ruling, or (ii) that the condemnation of the Property is contemplated or being considered. (e) Except as disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyertheir respective assets. (f) Except as disclosed Each representation and warranty set forth in the Agreement for Environmental Conditions MIPA and as disclosed hereinto be made by the Company or the Seller, (i) to Seller’s knowledge, there is no Environmental Condition if made on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below)date hereof, or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined is accurate and complete in the Agreement for Environmental Conditions)all material respects. (g) No representation or warranty made by the Company or either Seller is not a foreign person in this Option or entity, as described in the Foreign Investments MIPA contains or will contain any untrue statement of a material fact or will omit to state a material fact necessary to make the statements made herein or therein, in Real Property Tax Act, Section 1445 light of the Codecircumstances under which they were made, not misleading. (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunder.

Seller’s Representations and Warranties. Seller represents and warrants to Buyer that as followsof the Execution Date: (a) 4.1.1 Seller is a company, duly incorporated, validly existingorganised and incorporated under the Applicable Law, and in good standing under the laws of the State of California and has full all requisite corporate power and authority to execute, deliver, own or lease and perform operate its obligations properties and to carry on its business as proposed to be conducted under this Agreement and all instruments required to be delivered by Buyer hereunder. All requisite authorizing action has been taken by Buyer in connection with the execution and delivery of this Agreement and the consummation of this transactionAgreement. (b) 4.1.2 The execution, delivery and performance of this Agreement by Xxxxxx: (a) has been duly authorized by all requisite corporate action on the part of Seller, and no other proceedings on the part of Seller or any other Person are necessary for such authorisation; (b) will not violate (1i) violate Applicable Law or conflict with Buyer’s corporate power any applicable order of any Relevant Authority or authority, (ii) to any provision of the memorandum and articles of association of Seller’s knowledge; and (c) will not violate, constitute a violation of any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iii) to Seller’s knowledge, be in conflict with, or result in the a breach of the provisions of, or constitute (with due notice or lapse of time or both) a default underunder any indenture, any material agreementagreement for borrowed money, licensebond, permitnote, instrument or other instrument agreement to which Seller is a party or by which Seller or its property is bound, excluding defaults or violations that would not, individually or in the aggregate, have a material adverse effect on the business, properties, financial condition or results of operation of Seller, or on its ability to perform its obligations hereunder. (c) Except as disclosed herein4.1.3 This Agreement has been duly executed and delivered by Seller and constitutes a legal, there valid and binding obligation of Seller, enforceable against it in accordance with its terms, subject to Applicable Law. 4.1.4 No filing or registration with, no notice to and no permit, authorisation, consent or approval of any Person is neither required for the execution, delivery or performance of this Agreement by Seller, except for the Initial Authorisations. 4.1.5 Seller is not in default under any agreement or instrument of any nature whatsoever to which it is a party or by which it is bound in any manner that would have a material adverse effect on its ability to perform its obligations hereunder or the validity or enforceability of this Agreement. 4.1.6 There is no action, suit, proceeding or investigation pending noror, to Seller’s knowledge, threatened (a) for the dissolution of Seller, or (b) against Seller, the Propertywhich, or any part thereof any legal actionif adversely determined, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) would have a material adverse effect on Buyer or upon the use, value or operation of the Property following the Closing, or (ii) enjoin or restrict the right or its ability of Seller to perform its obligations.under obligations hereunder or the validity or enforceability of this Agreement. (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, Seller has received no written notification from any governmental authority (i) that the Property or any part thereof 4.1.7 It is not in violation of any applicable lawApplicable Law or judgment entered by any Relevant Authority, ordinancewhich violations, ruleindividually or in the aggregate, regulationwould materially affect the performance of any of its obligations under this Agreement. There are no legal or arbitration proceedings or any proceeding by or before any Relevant Authority, or judicial or administrative order or ruling, now pending or (ii) that the condemnation of the Property is contemplated or being considered. (e) Except as disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would best knowledge of Seller) threatened against Seller that, if adversely determined, could reasonably be expected to form have a materially adverse effect on the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below)financial condition, operations, prospects or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions). (g) Seller is not a foreign person or entitybusiness, as described in the Foreign Investments in Real Property Tax Acta whole, Section 1445 of the Code. (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, or its ability to perform under this Agreement. 4.1.8 It has: (a) carefully examined this Agreement, including the Schedules, thoroughly and become familiar with no duty all their respective terms and provisions; (b) investigated to its satisfaction the Applicable Law and it is satisfied it can perform its obligations under this Agreement in accordance with Applicable Law; (c) the experience, qualifications, and capabilities to perform its obligations hereunder; and (d) made all investigations and inspections that it deems necessary to perform its obligations hereunder, including without limitation investigations and inspections of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunderSite.

Seller’s Representations and Warranties. Seller represents and warrants to Buyer as followsPurchaser: (a) 8.1.1. Seller validly exists and is duly incorporated, validly existing, and in good standing under in the laws state in which it was formed. Seller has the full right and authority and has obtained any and all consents required to enter into this Agreement and to consummate or cause to be consummated the transactions contemplated hereby. This Agreement has been, and all of the State documents to be delivered by Seller at the Closing shall be, authorized and executed and constitute, or shall constitute, as appropriate, the valid and binding obligation of California and Seller, enforceable in accordance with their terms. 8.1.2. Other than as set forth in the Ground Lease, no person, firm, corporation or other entity has full power and authority any right or option to executeacquire the Property, deliverany portion thereof, and air rights, development rights, or any interest therein. Other than as set forth in the Ground Lease, there is no agreement to which Seller is a party or that is binding on Seller which is in conflict with this Agreement. There is no action or proceeding pending or, to Seller's knowledge, threatened against Seller which challenges or impairs Seller’s ability to execute or perform its obligations under this Agreement and all instruments required to be delivered by Buyer hereunderAgreement. All requisite authorizing action has been taken by Buyer in connection with the execution and delivery of this Agreement and the consummation of this transaction. (b) The execution, delivery and performance of this Agreement by Seller will and the Seller Closing Documents contemplated hereby shall not require the consent of any third party. 8.1.3. Seller is not subject to any law, order, decree, or restriction which prohibits or would be violated by this Agreement of the consummation of this transaction. 8.1.4. Seller is not a nonresident alien individual, foreign corporation, foreign partnership, foreign trust or foreign estate or a disregarded entity owned by any of the foregoing (as those items are defined in the Internal Revenue Code and Income Tax Regulations and regulatory guidance thereunder). 8.1.5. Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code. 8.1.6. Seller is not insolvent, and Seller has not (1i) violate or conflict with Buyer’s corporate power or authoritymade a general assignment for the benefit of its creditors, (ii) admitted in writing its inability to pay its debts as they mature, (iii) had an attachment, execution or other judicial seizure of any property interest which remains in effect, or (iv) taken, failed to take or submitted to any action indicating a general inability to meet its financial obligations as they accrue. Seller has not filed any petition seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief relating to Seller or any of its property under any Debtor Relief Laws, nor has any such petition been filed against Seller. No general assignment of Seller’s knowledgeproperty has been made for the benefit of creditors, constitute a and no receiver, master, liquidator or trustee has been appointed for Seller or for any portion of its property. Seller shall comply with the covenants contained in Section 5.6 of this Agreement. 8.1.7. Seller has not received from any Governmental Authority written notice of any material violation of any law, regulation, order, writ, judgment, injunction, Laws applicable (or decree applicable alleged to Seller, or (iiibe applicable) to Seller’s knowledge, conflict with, or result in the breach of the provisions of, or constitute a default under, any material agreement, license, permit, or other instrument to which Seller is a party or is bound. (c) Except as disclosed herein, there is neither pending nor, to Seller’s knowledge, threatened against Seller, the Property, or any part thereof any legal actionthereof. To Seller's knowledge, arbitrationall permits, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation of certificates and licenses required to own and operate the Property following the Closing, or (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under this Agreementas currently constructed have been issued and are in full force and effect. (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, 8.1.8. Seller has received no written notification from notice of any claims, actions or proceedings (zoning or otherwise), including, without limitation, governmental authority (i) that investigations, with respect to the Property or against Seller, or the transactions contemplated by this Agreement. To Seller's knowledge, there are no unpaid judgments or fines against Seller or the Property. 8.1.9. Seller has received no written notice of any special or other governmental, quasi-governmental, public or private assessments for public improvements or otherwise now affecting the Property (other than those special assessments or typical municipal maintenance and operation of such items as sewer, water, drainage and the like which appear annually as a part thereof of the real estate tax xxxx affecting the Property). 8.1.10. Seller has delivered to Purchaser true, complete and accurate copies of the Ground Lease and all Leases (including all amendments, guarantees, side letters, subordination and non-disturbance agreements and other documents relating thereto). As of the Effective Date, there are no tenancies or other rights of use or occupancy (other than as set forth in the Ground Lease, the tenants in possession under the Leases and as may exist pursuant to any Service Contracts) with respect to the Property. Except as may be otherwise set forth in the Rent Roll, (a) no tenant has asserted any defense, set-off, or counterclaim with respect to its tenancy or its obligation to pay rent and other charges due from and after the date hereof pursuant to its lease, and, except as might otherwise be set forth in its Lease, and no tenant is in violation arrears with the payment of rent or other charges, (b) except as may be set forth in a tenant’s respective Lease, the tenants have no right to any present or future rent concession, (c) any security deposits tendered by tenants have not been applied by Seller on account of any applicable lawactual or purported obligation of the tenants, ordinance(d) except as may be set forth in a tenant’s respective Lease, rulethere are no agreements with the tenants for additional construction, regulationrepair or maintenance of the Property, or judicial for the installation of additional equipment or administrative order the replacement of existing equipment or rulingwith respect to any other matter whatsoever, or (ii) that the condemnation of the Property is contemplated or being considered. and (e) Except all brokerage commissions due and owing with respect to the Leases shall be paid by Seller at or prior to the Closing. To Seller's knowledge, all work and other obligations required to be performed by Seller as disclosed hereinof or prior to Closing pursuant to the terms of the Leases or any other agreements with the tenants have been or will be performed by the Closing. 8.1.11. The Ground Lease is in full force and effect and has not been modified, amended, terminated, renewed or extended except as set forth on Schedule A-3 attached hereto. Seller has not received any notice of default, which default remains uncured, under the Ground Lease and, to Seller’s 's knowledge, there are no circumstances which upon the giving of notice or lapse of time or both would constitute a default under the Ground Lease. 8.1.12. The BBB Sublease is in full force and effect and has not been modified, amended, terminated, renewed or extended except as set forth on Schedule C-1 attached hereto. Seller has not delivered to BBB any notice of default, which default remains uncured, under the BBB Sublease and, to Seller's knowledge, there are no circumstances which upon the giving of notice or lapse of time or both would constitute a default under the BBB Sublease. 8.1.13. To Seller's knowledge, Seller has received no notice during Seller’s period good and marketable fee simple title to the Fee Parcel, subject to liens that will be paid in full, satisfied, canceled and discharged at or prior to or at Closing. 8.1.14. Seller is not an employee benefit plan (a “Benefit Plan”) subject to Part 4 of ownership that there are parties that may claim to adversely possess Title I of ERISA or have any possessory rights in any part Section 4975 of the Property Code or any similar provision of state or local Law, and assets of a Benefit Plan are not being sold used to Buyer. (f) Except as disclosed in acquire the Agreement for Environmental Conditions Property, and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions). (g) Seller is not a foreign “party in interest” (as that term is defined in Section 3(14) of ERISA) with respect to any Benefit Plan that is an investor in Purchaser. 8.1.15. There are no employment agreements, union or collective bargaining agreements, or management agreements to which Seller is a party, to Seller's knowledge, no employment agreements, union or collective bargaining agreements exist with respect to the Property which will be binding on Purchaser after the Closing, and there are no employees which Purchaser will be obligated to retain. 8.1.16. Neither Seller nor any of its affiliates, nor any of their respective partners, members, shareholders or other equity owners, direct or indirect, and none of their respective employees, officers, directors, representatives or agents is, nor shall they become, a person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 entity with whom U.S. persons or entities are restricted from doing business under regulations of the CodeOffice of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not engaging and shall not engage in any dealings or transactions or be otherwise associated with such persons or entities. (h) For purposes hereof8.1.17. To Seller's knowledge, Schedule C-3 sets forth a full list of all Service Contracts in effect as of the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President Effective Date. 8.1.18. All Tangible Property of Seller, with no duty if any, is free and clear of due diligence any liens or inquiry on encumbrances, other than exceptions and encumbrances which are required by this Agreement to be removed at or prior to the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunderClosing.

Seller’s Representations and Warranties. As of the Management Termination Date, Seller represents and warrants to Buyer as follows:set forth below. Any representation and warranty that is subject to the knowledge of Seller shall mean only the actual knowledge of Seller's Members without further investigation or inquiry. 2.1.1 All representations and warranties of Seller set forth in this Agreement and in any written statements delivered by Seller under this Agreement (aif any) will be true and correct as of the Management Termination Date as if made on that date. 2.1.2 Seller is the owner of the Shares, fully paid and nonassessable, free and clear of all pledges, liens, encumbrances, security agreements, options, claims, charges and restrictions. 2.1.3 Seller is duly incorporatedauthorized to enter into this Agreement and complete the transaction contemplated herein. 2.1.4 To the Seller's knowledge, the Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of California and has full power and authority to executeArizona; 2.1.5 To the Seller's knowledge, deliverall corporate actions taken by the Company have been duly authorized or ratified, and perform its obligations under all accounts, books, ledgers and official and other records of the Company fairly and accurately reflect all of the Company's transactions, properties, assets and liabilities. 2.1.6 To the Seller's knowledge, Buyer's designees are the only authorized signatories with respect to the Company's various bank and trust accounts, credit lines, safe deposit boxes or vaults and, to the extent this Agreement is not the case, Seller will cooperate in good faith to transfer any and all instruments required such accounts to Buyer's designees. Seller acknowledges that as of December 10, 2003, it has no right to conduct transactions regarding such accounts. 2.1.7 To the Seller's knowledge, Seller has delivered to Buyer possession of all originals and copies of agreements, instruments, documents, deeds, books, records, files and other data and information within the possession of the Seller or its Members pertaining to the Company (collectively, the "RECORDS"); provided, however, that the Seller may retain (1) copies of any tax returns and copies of Records relating thereto; (2) copies of any Records that the Seller believes it will be delivered by likely to need to protect is interests in compliance with applicable law and potential disputes with Buyer hereunder. All requisite authorizing action has been taken by Buyer and/or Company. 2.1.8 To the Seller's knowledge, the Company does not own, directly or indirectly, any outstanding voting securities of or other interests in connection with any other corporation, partnership, joint venture or other business entity. 2.1.9 To the Seller's knowledge, the execution and delivery of this Agreement and all collateral agreements, if any, and the consummation of this transaction. (b) The execution, delivery and performance of this Agreement by Seller hereunder will not (1) violate any legal requirements applicable to the Company or conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation of any law, regulation, order, writ, judgment, injunction, award or decree applicable to Selleror any indenture, or (iii) to Seller’s knowledge, conflict with, or result in the breach of the provisions of, or constitute a default under, any material agreement, license, permit, agreement or other instrument to which the Seller is a party or is boundParty. (c) Except as disclosed herein, there is neither pending nor, to Seller’s knowledge, threatened against Seller, the Property, or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation of the Property following the Closing, or (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under this Agreement. (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, Seller has received no written notification from any governmental authority (i) that the Property or any part thereof is in violation of any applicable law, ordinance, rule, regulation, or judicial or administrative order or ruling, or (ii) that the condemnation of the Property is contemplated or being considered. (e) Except as disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions). (g) Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 of the Code. (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunder.

Seller’s Representations and Warranties. Seller represents and warrants to Buyer Purchaser, as of the Closing Date, as follows: (a) 7.1 Seller is a corporation duly incorporatedorganized, validly existing, existing and in good standing under the laws of the State of California Delaware and has full all requisite corporate power and authority to executeown, deliverlease, and operate the Assets. 7.2 Seller has the requisite corporate power and authority to execute and deliver this Agreement and the Exhibits which form a part of this Agreement to which it is a party and to perform its obligations under this Agreement hereunder and all instruments required to be delivered by Buyer hereunderthereunder. All requisite authorizing action has been taken by Buyer in connection with the The execution and delivery of this Agreement and the consummation of this transaction. (b) The execution, delivery and performance of this Agreement by Seller will not (1) violate or conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute Exhibits which form a violation of any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict with, or result in the breach of the provisions of, or constitute a default under, any material agreement, license, permit, or other instrument part hereof to which Seller is a party by Seller and the performance of its obligations hereunder and thereunder have been duly and validly authorized by all requisite corporate action of the part of Seller. This Agreement has been duly executed and delivered by Seller and this Agreement constitutes, a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency or is boundother similar laws of general application relating to or affecting the enforcement of creditors' rights. 7.3 Seller holds good and marketable title to the Assets, free and clear of restrictions or conditions to transfer or assignment, and free and clear of liens, pledges, charges, or encumbrances (c) Except other than certain of the Assets that are leased by Seller as disclosed herein, there is neither pending nor, to Seller’s knowledge, threatened against Seller, the Property, or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation of the Property following the Closing, or (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under this Agreement. (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, Seller has received no written notification from any governmental authority (i) that the Property or any part thereof is in violation of any applicable law, ordinance, rule, regulation, or judicial or administrative order or ruling, or (ii) that the condemnation of the Property is contemplated or being considered. (e) Except as disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental ConditionsExhibit A hereof). (g) 7.4 Seller is acquiring the Initial Issuance Shares and Warrant Shares of Purchaser for its own account for investment and not with a foreign person view to, or entityfor sale or other disposition in connection with, any distribution thereof, nor with any present intention of selling or otherwise disposing of the same (other than distribution of such Initial Issuance Shares by Seller to one or more of its stockholders following the Closing Date). Seller is an "accredited investor" as defined in Regulation D promulgated under the Securities Act of 1933, as described in amended. Seller acknowledges that the Foreign Investments in Real Property Tax ActInitial Issuance shares and Warrant Shares of Purchaser are being issued and sold under exemptions from registration provided under said act and under applicable state securities laws and, Section 1445 of the Codetherefore, cannot be sold unless subsequently registered under said act and applicable state securities laws or an exemption from such registration is available. (h) For purposes hereof7.5 The Assets are being sold pursuant to this Agreement AS IS, the term “to Seller’s knowledge,” means the presentWHERE IS, actual knowledge of X.X. Xxxxxxxxwithout any representations warranties, President of Seller, with no duty of due diligence liabilities or inquiry other obligations on the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j)whatsoever, who is named herein to define the scope of Seller’s knowledgewhether expressed or implied, but who shall not have any personal liability hereunderexcept as specifically provided for herein.

Seller’s Representations and Warranties. (a) Seller represents and warrants to Buyer as follows: (a) Purchaser that Seller is duly incorporatedhas the full right, validly existingpower, and in good standing authority, without the joinder of any other person or entity, to enter into, execute and deliver this Agreement, and to perform all duties and obligations imposed on Seller under the laws this Agreement, and none of the State of California and has full power and authority to execute, deliver, and perform its obligations under this Agreement and all instruments required to be delivered by Buyer hereunder. All requisite authorizing action has been taken by Buyer in connection with execution or the execution and delivery of this Agreement and Agreement, the consummation of this transaction. (b) The execution, delivery the purchase and performance sale contemplated hereby or the fulfillment of or compliance with the terms and conditions of this Agreement by Seller will not (1) violate or conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation of any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict with, or will result in the breach of any of the provisions ofterms, conditions, or constitute a default under, provisions of any material agreement, license, permit, agreement or other instrument to which Seller is a party or by which Seller or any of Seller’s assets is bound. Seller represents and warrants to Purchaser that this Agreement shall, when duly executed and delivered, constitute the legal, valid and binding obligation of Seller. (b) Seller represents and warrants to Purchaser that: (i) the Property is currently leased to a parking operator pursuant to a lease, dated as of February 1, 2002, between Hxxxxx Waterfront Company C, LLC (predecessor in interest to Seller), as landlord, and Hxxxxx River Garage LLC, as tenant, (the “Existing Lease”); (ii) there are no other leases affecting the Property; (iii) a true, correct and complete copy of the Existing Lease is attached hereto as Exhibit D; (iv) Seller has not received any written notice of any default by Seller of any of Seller’s obligations under the Existing Lease which has not been cured; (v) the tenant under the Existing Lease is not more than a month in arrears in the payment of base rent under the Existing Lease; (vi) the tenant under the Existing Lease is, in Seller’s opinion, in default in the payment of common area maintenance charges and real estate taxes; (vii) to Seller’s knowledge, there exists no material non-monetary default on the part of the tenant under the Existing Lease; and (viii) Seller has not delivered to the tenant under the Existing Lease a written notice of default by such tenant under the Existing Lease, which remains uncured; and (ix) the only security deposit (including, without limitation, those in the form of letters of credit) presently held by or on behalf of Seller with respect to the Existing Lease is as specified in the Existing Lease. (c) Except as disclosed hereinSeller represents and warrants to Purchaser that Seller is not a party to any contracts of any kind affecting the Property which will be binding on Purchaser. (d) Seller represents and warrants to Purchaser that: (i) there are no condemnation proceedings pending on the date hereof with regard to all or part of the Property; and, to Seller’s knowledge; (ii) there is neither no such proceeding threatened by any governmental authority. (e) Seller represents and warrants to Purchaser that Seller is a limited liability company, duly organized and validly existing under the laws of the State of Delaware. (f) Seller represents and warrants to Purchaser that Seller has no employees (including, without limitation, employees of any applicable union) who service or are employed at the Property. (g) Seller represents and warrants to Purchaser that Seller is not a “foreign person” or “foreign corporation” as those terms are defined in the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. (h) Seller represents and warrants to Purchaser that there are no legal actions, suits, or similar proceedings pending noror, to Seller’s knowledge, threatened against Seller relating to the Premises or Seller, the Property, or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value ’s ownership or operation of the Property following Premises in any court of law or in equity or before any governmental instrumentality that would materially adversely affect the Closingvalue of the Property, the continued operations or use thereof, or (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under obligations under this Agreement. (di) Except Seller represents and warrants to Purchaser that there are no brokerage, leasing agency or similar agreements with respect to the leasing of the Property entered into by Seller that will be binding on Purchaser after the Closing and that there are no unpaid brokerage commissions, finder’s fees or similar amounts, currently due and payable or incurred with respect to any leases relating to the Property and none shall be due and payable by Purchaser after the Closing with respect to any such leases that are in effect as disclosed of the Closing Date. (j) Seller represents and warrants to Purchaser that the only tax assessment reduction or tax certiorari proceedings pending on the date hereof with respect to the Property are as described on Exhibit K attached hereto (but the foregoing shall not in any way be deemed to prohibit Seller from hereafter initiating such proceedings with respect to the Agreement 2014/2015 tax year). (k) Seller represents and warrants to Purchaser that there is no agreement in force and effect whereby Seller has agreed to sell or grant any person or entity an option or right of first refusal to purchase or lease all or any part of the Property. (l) Seller represents and warrants to and for Environmental Conditions the benefit of Purchaser that it is not now nor shall it be at any time prior to or at the Closing an individual, corporation, partnership, joint venture, association, joint stock company, trust, trustee, estate, limited liability company, unincorporated organization, real estate investment trust, government or any agency or political subdivision thereof, or any other form of entity (collectively, a “Person”) with whom a United States citizen, entity organized under the laws of the United States or its territories or entity having its principal place of business within the United States or any of its territories (collectively, a “U.S. Person”), is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under United States law, regulation, executive orders and lists published by the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) (including those executive orders and lists published by OFAC with respect to Persons that have been designated by executive order or by the sanction regulations of OFAC as disclosed hereinPersons with whom U.S. Persons may not transact business or must limit their interactions to types approved by OFAC (“Specially Designated Nationals and Blocked Persons”)) or otherwise. Seller represents and warrants to and for the benefit of Purchaser that neither Seller nor any Person who owns an interest in Seller (collectively, a “Seller Party”) is now nor shall be at any time prior to or at the Closing a Person with whom a U.S. Person, including a “financial institution” as defined in 31 U.S.C. 5312 (a)(z), as periodically amended (“Financial Institution”), is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under United States law, regulation, executive orders and lists published by the OFAC (including those executive orders and lists published by OFAC with respect to Specially Designated Nationals and Blocked Persons) or otherwise. (m) Seller represents and warrants to Purchaser that, to the best of Seller’s knowledge, neither Seller has received no written notification from nor any Seller Party, nor any Person providing funds to Seller: (i) is under investigation by any governmental authority (i) that for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, any crimes which in the Property United States would be predicate crimes to money laundering, or any part thereof is in violation of any applicable law, ordinance, rule, regulation, or judicial or administrative order or ruling, or Anti Money Laundering Laws (as hereinafter defined); (ii) that the condemnation has been assessed civil or criminal penalties under any Anti-Money Laundering Laws; or (iii) has had any of the Property is contemplated its funds seized or being considered. (e) Except as disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights forfeited in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller action under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Anti Money Laundering Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions). (g) Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 of the Code. (h) . For purposes hereof, the term “Anti-Money Laundering Laws” shall mean all applicable laws, regulations and sanctions, state and federal, criminal and civil, that: (w) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (x) limit commercial transactions with designated countries or individuals believed to Seller’s knowledge,” means be terrorists, narcotics dealers or otherwise engaged in activities contrary to the presentinterests of the United States; (y) require identification and documentation of the parties with whom a Financial Institution conducts business; or (z) are designed to disrupt the flow of funds to terrorist organizations. Such laws, actual knowledge regulations and sanctions shall be deemed to include the USA PATRIOT Act of X.X. Xxxxxxxx2001, President Pub. L. No. 107-56 (the “Patriot Act”), the Bank Secrecy Act of Seller1970, with no duty of due diligence or inquiry on as amended, 31 U.S.C. Section 5311 et. seq., the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 Trading with the individual identified Enemy Act, 50 U.S.C. App. Section 1 et. seq., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunder18 U.S.C. Sections 1956 and 1957.

Seller’s Representations and Warranties. Seller represents In consideration of Buyer entering into this Agreement and warrants as an inducement to Buyer to purchase the Property, Seller makes the following representations and warranties as followsof the Effective Date and continuously as of the Closing, each of which is material and is being relied upon by Buyer (and the truth and accuracy of which shall constitute a condition precedent to Buyer’s obligations hereunder), and all of which shall survive Closing: (ai) Seller is duly incorporated, validly existing, and in good standing under has the laws of the State of California and has full power and authority to execute, deliver, and perform its obligations under enter into this Agreement and all the instruments required referenced herein, and to be delivered by Buyer hereunder. consummate the transaction contemplated hereby. (ii) All requisite authorizing action has been taken by Buyer Seller in connection with entering into this Agreement and the instruments referenced herein; and, by the Closing, all such necessary action will have been taken to authorize the consummation of the transaction contemplated hereby. By the Closing no additional consent of any individual, director, manager, shareholder, partner, member, trustee, trustor, beneficiary, creditor, investor, judicial or administrative body, governmental authority or other party shall be required for Buyer to consummate the transaction contemplated by this Agreement. (A) In this regard, if applicable, Seller shall deliver or cause delivery to Buyer of true and complete copies of each requisite action or authorization that has been taken by Seller or will be taken (immediately after taking such action prior to Closing) when in connection with entering into this Agreement and execution of the instruments referenced herein. (iii) The individuals executing this Agreement and the instruments referenced herein on behalf of Seller have the legal power, right and actual authority to bind Seller to the terms and conditions hereof and thereof. (iv) Neither the execution and or delivery of this Agreement and or the documents or instruments referenced herein, nor incurring the obligations set forth herein, nor the consummation of this transaction. (b) The executionthe transaction contemplated herein, delivery and performance nor compliance with the terms of this Agreement by Seller will not (1) violate or the documents or instruments referenced herein or therein conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation of any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict with, or result in the material breach of the any terms, conditions or provisions of, or constitute a default under, any material agreementbond, licensenote or other evidence of indebtedness or any contract, permitindenture, mortgage, deed of trust, loan, lease or other agreement or instrument (a) to which Seller is a party, or (b) that affect the Property of which Seller has actual or constructive knowledge. (v) To the best of Seller’s actual knowledge, there are no actions, suits, claims, legal proceedings, or any other proceedings affecting the Property or any portion thereof, at law, or in equity before any court or governmental agency, domestic or foreign. (vi) To the best of Seller’s actual knowledge, there are no actions or proceedings pending or threatened against Seller, before any court or administrative agent in any way connected with or relating to the Property, or affecting Seller’s ability to fulfill all of its obligations under this Agreement. (vii) Seller has made no written or oral commitments to or agreements with any governmental authority or agency materially and adversely affecting the Property, or any part thereof, or any interest therein, which will survive the Closing. Seller has entered into no understanding or agreement with any taxing or assessing authority respecting the imposition or deferment of any taxes or assignments respecting the Property. (viii) To the best of Seller’s actual knowledge, Seller is not in default of its obligations under any contract, agreement or instrument to which Seller is a party or is boundpertaining to the Property. (cix) Except as disclosed hereinTo the best of Seller’s actual knowledge, no document supplied to Buyer by Seller contains any untrue statement of a material fact, and to the best of Seller’s actual or constructive knowledge no document omits any facts that would be necessary, in the circumstances, to make the document supplied not misleading. (x) To the best of Seller’s actual knowledge, there is neither pending norare no encroachments onto the Property by improvements on any adjoining property, to nor do any buildings or improvements located on the Property encroach on other properties. (xi) There are no mechanics’, materialmen’s or similar claims or liens presently claimed or which will be claimed against the Property for work performed or commenced for Seller or on Seller’s behalf prior to the Effective Date of this Agreement. Seller agrees to indemnify, defend, and hold Buyer and its elected and appointed officials, officers, employees, contractors, and agents harmless from all costs, expenses, liabilities, losses, charges, and fees, including attorney fees, arising from or relating to any such lien or any similar lien claims against the Property and arising from work performed or commenced for Seller or on Seller’s behalf at any time prior to Closing. (xii) There are no undisclosed contracts, licenses, commitments, undertakings or other written or oral agreements for services, supplies or materials concerning the use, operation, maintenance, or management of the Property that will be binding upon Buyer or the Property after the Closing. There are no oral contracts or other oral agreements for services, supplies or materials, affecting the use, operation, maintenance or management of the Property to which Seller is a party or of which Seller has actual knowledge and/or constructive knowledge. (xiii) There are no written or oral contracts, threatened against Sellerleases, licenses, or contractual rights or options to lease, purchase, or otherwise enjoy possession, rights or interest of any nature in and to the Property, Property or any part thereof thereof, and except to the extent expressly otherwise agreed by Buyer, no person shall have any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation right of the Property following the Closing, or (ii) enjoin or restrict the right or ability of Seller possession to perform its obligations.under this Agreement. (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, Seller has received no written notification from any governmental authority (i) that the Property or any part thereof is as of the Closing. (A) As of the Effective Date, Seller agrees not to enter into any leases, licenses or easements in violation of the Property (or any applicable law, ordinance, rule, regulationpart thereof), or judicial grant any other rights of access, use or administrative order occupancy to the Property (or rulingany part thereof) without the prior written approval of Buyer, which may be granted or denied in Buyer’s sole and complete discretion. (xiv) Except as revealed in the Preliminary Title Report, Seller shall not allow, consent to, or otherwise permit any encumbrance, lien, or other exception to title to become of record or affect title to the Property during the period from the Effective Date through the Closing Date, unless such encumbrance, lien, or other exception is expressly pre-approved by Buyer in its sole and absolute discretion. (iixv) that Neither Seller nor, to the condemnation best of Seller’s actual knowledge, any previous owner, tenant, occupant, or user of the Property is contemplated used, generated, released, discharged, stored, or being considereddisposed of any Hazardous Materials on, under, in, or about the Property, or transported any Hazardous Materials to or from the Property. Seller has not received any oral or written notice from any applicable federal, state or local governmental agency requiring remediation or monitoring in connection with the release, storage or disposal of any Hazardous Materials on, under, in or about the Property. (exvi) Except as disclosed herein, to To the best of Seller’s knowledgeactual knowledge no Hazardous Materials exist on, Seller has received no notice during Seller’s period of ownership that there are parties that may claim under, in or about the Property, nor have Hazardous Materials ever been transported to adversely possess or have any possessory rights in any part of from the Property being sold to BuyerProperty. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (iixvii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup (i) made a general assignment for the benefit of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions). (g) Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 of the Code. (h) For purposes hereof, the term “to Seller’s knowledgecreditors,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunder.

Seller’s Representations and Warranties. Seller represents and warrants to Buyer Purchaser, that as follows:of the date of this Agreement (unless otherwise stated below): (ai) Seller is a duly incorporated, formed and validly existing, and in good standing existing limited partnership under the laws of Illinois. (ii) Seller has the State of California and has full legal right, power and authority to executeexecute and deliver this Agreement and all documents now or hereafter to be executed by it pursuant hereto (collectively, deliverthe “Seller’s Documents”), to consummate the transaction contemplated in this Agreement, and to perform its obligations under this Agreement and all instruments required the Seller’s Documents. The person signing this Agreement on behalf of Seller is authorized to be delivered by Buyer hereunder. All requisite authorizing action do so. (iii) Seller has not been taken by Buyer served with any litigation which is still pending with respect to the Property that would adversely affect Seller’s ability to perform its obligations under this Agreement, or that would materially and adversely affect the financial condition or operation of the Property, nor to Seller’s Knowledge, has any such litigation been filed. (a) To Seller’s Knowledge as of the date hereof, (1) the information contained in connection with the execution schedule of leases attached to and delivery made a part of this Agreement as Exhibit L (the “Lease Schedule”) is complete and accurate; and (2) there are no leases other than those set forth in the consummation of this transactionLease Schedule. (b) The executionTo Seller’s Knowledge, delivery except as set forth in the Lease Schedule, as of the date hereof: (1) Seller holds no security or other tenant deposits. (2) Each Lease is in full force and performance effect. (3) No written notice of an existing and uncured default has been delivered by Seller or any tenant under any Lease. If any Lease contains provisions which are inconsistent with the foregoing representations and warranties, such representations and warranties shall be deemed modified to the extent necessary to eliminate such inconsistency and to conform such representations and warranties to the provisions of such Lease. (v) To Seller’s Knowledge, Exhibit C attached to and made apart of this Agreement is a complete list of the Service Contracts. No written notice of an existing default has been delivered by Seller will not (1) violate or conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation of any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict with, or result in the breach of the provisions of, or constitute a default under, tenant under any material agreement, license, permit, or other instrument to which Seller is a party or is boundService Contract. (c) Except as disclosed herein, there is neither pending nor, to Seller’s knowledge, threatened against Seller, the Property, or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation of the Property following the Closing, or (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under this Agreement. (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, Seller has received no written notification from any governmental authority (i) that the Property or any part thereof is in violation of any applicable law, ordinance, rule, regulation, or judicial or administrative order or ruling, or (ii) that the condemnation of the Property is contemplated or being considered. (e) Except as disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (iivi) Seller has not entered into, agreed to received written notice of any violations of any laws or to Seller’s knowledge, been subjected to other requirements of any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in governmental authority having jurisdiction over the Agreement for Environmental Conditions)Property which remain outstanding. (g) Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 of the Code. (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunder.

Seller’s Representations and Warranties. Seller represents and warrants to Buyer Purchaser as of the date of this Agreement as follows: (a) 10.1.1 Seller is a corporation, duly incorporatedorganized, validly existing, existing and in good standing under the laws of the State of California and Illinois. 10.1.2 Subject to Section 8.2 above, Seller has full power power, right and authority to execute, deliver, enter into and perform its obligations under this Agreement and all instruments required Agreement. Subject to be delivered by Buyer hereunder. All requisite authorizing action has been taken by Buyer in connection with Section 8.2 above, the execution and delivery of this Agreement and the consummation of this transaction. (b) The execution, delivery and performance of this Agreement by Seller will not (1) violate or conflict have been duly and properly authorized by proper corporate action in accordance with Buyer’s corporate power or authority, (ii) to applicable law and with the Articles of Incorporation and Bylaws of Seller. 10.1.3 To Seller’s knowledge, constitute a violation Exhibit C attached hereto lists all of the Service Contracts entered into by Seller that affect the Property and the vendor under each Service Contract. Notwithstanding anything in this Agreement to the contrary, Seller does not covenant or represent that any particular Service Contract will be in force or effect as of the Closing or the parties to the Service Contracts will not be in default under their respective Service Contracts, and the existence of any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iii) to default by any party under any Service Contract shall not affect the obligations of Purchaser hereunder. 10.1.4 To Seller’s knowledge, conflict withas of the date of this Agreement, there are no leases, subleases, licenses or result other rental agreements or occupancy agreements (written or verbal) which grant any possessory interest in and to any space situated on or in the breach Improvements other than the leases (the “Leases”) described in the Rent Roll. To Seller’s knowledge, Exhibit J attached hereto describes, in all material respects, the following information concerning the Leases affecting the Property as of the provisions ofdate thereon (“Rent Roll”): (a) name of tenant, or constitute a default under(b) the apartment number, any material agreement, license, permit, or other instrument to which Seller is a party or is bound. (c) the rental rate, (d) the expiration date, (e) the move-in date, and (f) the amount of security deposit. Seller makes no representation with respect to any rental rate or other information provided in Exhibit J that is not described in the preceding sentence. Notwithstanding anything in this Agreement to the contrary, Seller does not covenant or represent that tenants under Leases will not be in default under their respective Leases, and the existence of any default by any tenant under its Lease shall not affect the obligations of Purchaser hereunder. To Seller’s knowledge, no leasing commission shall be due for any period subsequent to the time of Closing. To Seller’s knowledge, no rent has been paid under any Lease more than thirty (30) days in advance. 10.1.5 Except as disclosed herein, there is neither pending norset forth on Exhibit L attached hereto, to Seller’s knowledge, threatened against the apartment units in the Property are not subject to, nor do said apartment units receive the benefit of any rent subsidies or rental assistance programs. To the best knowledge of Seller, the Propertyno apartment unit is subject to any rent control law, ordinance or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation of the Property following the Closing, or (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under this Agreementregulation. (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to 10.1.6 To Seller’s knowledge, except as set forth on Exhibit M attached hereto, Seller has not received no written notification from any governmental authority (i) that having the power of eminent domain any written notice of any condemnation of the Property or any part thereof is in violation or the widening, change of any applicable law, ordinance, rule, regulation, grade or judicial or administrative order or ruling, or (ii) that limitation on use of streets abutting the condemnation of same; 10.1.7 To the Property is contemplated or being considered. (e) Except as disclosed herein, to Seller’s knowledge, except as set forth on Exhibit N, attached hereto Seller has received no written notice during Seller’s period of ownership that there are parties that may claim to adversely possess any pending litigation initiated against Seller or have any possessory rights in any part of the Property being sold to Buyerwhich would affect the Property after Closing. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to 10.1.8 To Seller’s knowledge, there is no Environmental Condition other than with respect to matters set forth on the Property Exhibit O, it has not received from any governmental authority written notice of any material violation of any building, fire or facts health code or circumstances relating any other statute applicable to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions)Property. (g) Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 of the Code. (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunder.

Seller’s Representations and Warranties. As of the Effective Date, Seller represents and warrants to Buyer as follows: (a) : Seller is a limited liability company, duly incorporatedorganized, validly existing, existing and in good standing under the laws of the State of California [state], and is qualified to conduct business in each jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller. Seller has full the power and authority to execute, deliver, enter into and perform its obligations under this Agreement and is not prohibited from entering into this Agreement or discharging and performing all instruments required covenants and obligations on its part to be delivered by Buyer hereunderperformed under and pursuant to this Agreement, except where such failure does not have a material adverse effect on Seller’s performance under this Agreement. All requisite authorizing action has been taken by Buyer in connection with the execution and delivery of this Agreement and the consummation of this transaction. (b) The execution, delivery and performance of this Agreement by Seller has been duly authorized by all necessary corporate action on the part of Seller and does not and will not (1) violate require the consent of any trustee or holder of any indebtedness or other obligation of Seller or any other party to any other agreement with Seller. The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfillment of and compliance by Seller with the provisions of this Agreement will not conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation breach of or a default under any law, regulation, order, writ, judgment, injunction, or decree applicable Law presently in effect having applicability to Seller, subject to any permits that have not yet been obtained by Seller, the documents of formation of Seller or (iii) to Seller’s knowledgeany outstanding trust indenture, conflict withdeed of trust, or result in the breach of the provisions ofmortgage, or constitute a default under, any material agreement, license, permit, loan agreement or other evidence of indebtedness or any other agreement or instrument to which Seller is a party or by which any of its property is bound. (c) Except . This Agreement has been duly executed and delivered by Xxxxxx. This Agreement is a legal, valid and binding obligation of Seller enforceable in accordance with its terms, except as disclosed herein, there limited by laws of general applicability limiting the enforcement of creditors’ rights or by the exercise of judicial discretion in accordance with general principles of equity. [Select the applicable representations:] [The Facility is neither pending nor, located in the State of California]. [The Facility has [firm transmission rights] to Seller’s knowledge, threatened against Seller, the Property, or any part thereof any legal action, arbitration, administrative proceeding before any governmental a first point of interconnection with a California balancing authority, has a first point of interconnection with distribution facilities used to serve end users within a California balancing authority area or investigation that could are scheduled from the eligible or are scheduled from the Eligible Renewable Energy Resource into a California balancing authority without substituting electricity from another source]. [The Facility has an agreement to dynamically transfer electricity to a California balancing authority.] [The Facility generates firmed and shaped Eligible Renewable Energy Resource electricity products providing incremental electricity and scheduled into a California balancing authority]. [The Facility generates Eligible Renewable Energy Resource electricity products (i) have or a material adverse effect on Buyer or upon the use, value or operation fraction of the Property following electricity generated, including unbundled renewable energy credits) that do not qualify under the Closing, criteria of Section 399.16(b)(1) or (ii2) enjoin or restrict the right or ability of Seller to perform its obligations.under this Agreement. (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, Seller has received no written notification from any governmental authority (i) that the Property or any part thereof is in violation of any applicable law, ordinance, rule, regulation, or judicial or administrative order or ruling, or (ii) that the condemnation of the Property is contemplated or being considered. (e) Except as disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions). (g) Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 of the California Public Utilities Code. (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunder.]

Seller’s Representations and Warranties. Seller represents represents, covenants and warrants to Buyer as follows: (ai) Seller is a corporation duly incorporated, organized and validly existing, and existing in good standing under the laws of the State of California Pennsylvania and has full corporate power and authority to execute, deliver, and perform its obligations under enter into this Agreement and all instruments required to be delivered by Buyer hereunder. All requisite authorizing action has been taken by Buyer in connection with carry out the transactions contemplated hereby. (ii) The execution and delivery of this Agreement and the consummation of this transactionthe transactions contemplated herein have been duly authorized by all necessary corporate actions. (biii) This Agreement and any other document, instrument or agreement executed or delivered at the Closing or in connection with this Agreement constitute legally binding obligations of Seller enforceable in accordance with their terms and conditions, subject to applicable bankruptcy, insolvency, moratorium and other laws affecting the rights of creditors generally and general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. The execution, execution and delivery and performance of this Agreement and any other document, instrument or agreement executed or delivered at the Closing or in connection with this Agreement and the performance by Seller thereunder will not (1) violate conflict with, result in a breach of, or conflict with Buyer’s corporate power cause a default under any of the terms, conditions or authority, (ii) provisions of any agreement or other restriction to Seller’s knowledge, constitute which Seller or its assets is subject or will result in a violation of any applicable law, ordinance, regulation, orderpermit, writ, judgment, injunction, authorization or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict with, or result in the breach order of the provisions of, or constitute a default under, any material agreement, license, permit, court or other instrument to which Seller is a party or is boundgovernmental agency. (civ) Except Exhibit B-1 contains or will contain a true, correct and complete list of Seller's customers of the Business and the contracts with such customers, if any, constitute legally binding obligations of Seller enforceable in accordance with their terms. Each such contract has been entered into by an arms-length transaction, in the ordinary course of business and with no related party. The transactions contemplated hereby shall have no effect on the enforceability of any such contract and such contracts do not require any consent to assignment. Other than as disclosed herein, there is neither pending nor, to Seller’s knowledge, threatened against Sellerset forth on Exhibit B-1, the Property, Seller has not received any verbal or written notification of the termination of service for any part thereof of the commercial customers set forth on Exhibit B-1 and Seller has no knowledge of any legal action, arbitration, administrative proceeding before threatened termination of service from the commercial customers set forth on Exhibit B-1. Seller is not obligated to deliver any governmental authority, or investigation customer's waste to a particular disposal facility. (v) The equipment and containers being sold hereunder are in substantially the same condition as when inspected by Buyer and such vehicles shall be as of the Closing in operating condition and not in need of major overhaul. The equipment and containers being sold hereunder were sufficient for Seller to properly service the customers and accounts set forth on Exhibit B attached hereto and are all of the assets of the Business. (vi) There are no liabilities of any type whatsoever which have been incurred by Seller that could (i) would have a material adverse effect on Buyer or upon the use, value or Buyer's operation of the Property following the Closing, or (ii) enjoin or restrict the right or ability Business. The parties understand that Buyer shall not assume any liabilities of Seller to perform its obligations.under this Agreementexcept as set forth herein. (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, Seller has received no written notification from any governmental authority (i) that the Property or any part thereof is in violation of any applicable law, ordinance, rule, regulation, or judicial or administrative order or ruling, or (ii) that the condemnation of the Property is contemplated or being considered. (e) Except as disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions). (g) Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 of the Code. (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunder.

Seller’s Representations and Warranties. The Seller hereby warrants and represents and warrants to the Buyer as follows: (a) Seller is duly incorporated, validly existing, and in good standing under that at the laws of the State of California and has full power and authority to execute, deliver, and perform its obligations under this Agreement and all instruments required to be delivered by Buyer hereunder. All requisite authorizing action has been taken by Buyer in connection with the execution and delivery date of this Agreement and again as of the consummation of this transaction.Closing date the following matters are true: (b) The execution, delivery and performance of this Agreement by Seller will not (1) violate a. There are no leases or conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation rights of any lawthird persons to acquire, regulation, order, writ, judgment, injunction, use or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict with, or result in the breach of the provisions of, or constitute a default under, any material agreement, license, permit, or other instrument to which Seller is a party or is bound. (c) Except as disclosed herein, there is neither pending nor, to Seller’s knowledge, threatened against Seller, the Property, or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation of the Property following the Closing, or (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under this Agreement. (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, Seller has received no written notification from any governmental authority (i) that occupy the Property or any part thereof is in thereof, except the Lease with the Tenant and pursuant to the Permitted Exceptions. b. The Seller has not received any notice or request from any governmental entity (federal, state or local), insurance company or board of fire underwriters or the Tenant requesting the performance of any work or alterations at the Property or alleging any violation of law and Seller has no knowledge of any applicable violation of law. c. The documents delivered by Seller to Buyer itemized in Paragraph 6.1.1 of this Agreement are accurate and complete copies of the documents received by Seller and maintained in its files. d. Seller has the necessary power and authority to execute this Agreement and consummate the transactions contemplated by this Agreement without the consent or joinder of any other party being required. e. The subject sale to Buyer has been approved by all required action of Seller’s Manager, ordinanceand Seller shall provide at Closing a resolution to that effect signed by Seller’s Manager and certified to be a true copy of the original thereof. Xxxxxx Xxxxx is the sole member of the Seller and the sole manager of the Seller. All references in this Section 24, rulein Section 25 and elsewhere in this Agreement to the “knowledge” of the Seller shall include the knowledge of Xxxxxx Xxxxx. f. No litigation, regulationproceeding or controversy has been served upon Seller or, to the best knowledge of Seller, is threatened, and there is no basis known to Seller for any such litigation, proceeding, controversy, or judicial claim against Seller or administrative order or rulingthe Property. Seller has an outstanding claim relating to certain HVAC rooftop units at the Building as more particularly identified in Section 24(t), or (ii) that the condemnation of the Property is contemplated or being consideredbelow. (e) Except as disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period g. To the best of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on existing, proposed or contemplated plan to modify or realign any street or highway or other public improvement that might give rise to an assessment against the Property Property, nor is there any existing, proposed or facts or circumstances relating to the Property contemplated eminent domain proceeding that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined result in the Agreement for Environmental Conditions)taking of all or any part of the Property. (g) Seller is not a foreign person or entity, as described in h. To the Foreign Investments in Real Property Tax Act, Section 1445 of the Code. (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope best of Seller’s knowledge, the Seller has complied with all requirements of any governmental agency, board, commission, or office having jurisdiction over the Property with respect to the use, development and construction of the Property. i. To the best of Seller’s knowledge there is no action, suit or proceeding pending or threatened against the Property, relating to or arising out of the ownership, management, or operation of the Property, including any action, suit or proceeding in any court or before or by any Federal, State, County or Municipal department, commission, board, bureau, agency or other governmental panel or authority. j. To the best of Seller’s knowledge there is no proceeding pending or threatened action relating to the assessed valuation of the Property, and no appeal of any real estate taxes with respect to the Property or any portion thereof is currently pending or contemplated. k. Seller is duly organized, validly existing in good standing pursuant to the laws of the State of New Jersey. The Property constitutes all or substantially all of the assets of Seller. This Agreement, and the deed and other documents being executed by the Seller at Closing, are valid obligations of Seller; and the persons or parties executing this Agreement, and such deed and other closing documents, on its behalf have been duly authorized and empowered to bind the Seller hereto and thereto. l. Neither the execution nor the delivery of this Agreement nor the consummation of the purchase and sale contemplated by this Agreement in accordance with its terms conflict with or will result in the breach of any of the terms, conditions or provisions of Seller’s organizational and/or governing documents or any agreement, decree, statute, law, regulation, ordinance, order, or judgment to which it is a party or by which Seller or the Property may be bound. m. The rent roll attached as Schedule E is an accurate and complete summary of the status of the rents (including additional rent), revenues and security deposit of the Property through the Effective Date. n. The statement of expenses referenced in Schedule H, paragraph (g) of this Agreement is an accurate and complete statement of all expenses incurred by Seller relating to the operation of the Property during the specified period of time. o. There are no existing leasing commission agreements to which Seller is a party pursuant to which any commissions are or could become due and owing with respect to the Lease. p. Schedule F is a complete and correct list of all contracts affecting the Property as of the Effective Date. All such agreements are terminable upon 30 days notice to the service provider. q. There is a valid certificate of occupancy currently in effect for the Tenant’s occupancy of the Property under the Lease. r. Seller has not made any agreements or commitments affecting the Property which will be binding upon the Buyer or the Property after Closing, other than the Lease and as otherwise provided in the Permitted Exceptions. s. The Property is located within the Belleville Turnpike Redevelopment Area of the New Jersey Meadowlands District which allows the Permitted Use. t. All sums payable by reason of any labor or services or materials heretofore furnished with respect to the Property have been, or prior to the Closing will be, paid in full, with the exception of certain invoices from a mechanical contractor for repairs made to compressors, originally purchased and installed by that contractor, within certain rooftop packaged units which were the responsibility of the manufacturer and which compressors were replaced by the manufacturer of the units, York (a division of Xxxxxxx Controls). At the Closing, the Seller shall either (i) provide to the Buyer written evidence (reasonably satisfactory to the Buyer) that such dispute has been settled and all parties have released their claims; or (ii) agree in writing (in form and substance satisfactory to the Buyer) that the Seller will indemnify and hold harmless the Buyer against and from any and all liability, loss, cost and expense relating to such dispute. u. No bankruptcy or reorganization proceeding with respect to the Seller (whether voluntary or involuntary) is pending or presently contemplated by the Seller. v. The Lease is in full force and effect. The Lease has not been amended or supplemented. No default (and no event which, with notice or the passage of time or both, would constitute a default) on the part of the Tenant exists under the Lease. No default (and no event which, with notice or the passage of time or both, would constitute a default) on the part of the Seller exists under the Lease. No rent has been received by Seller for rent in advance of the current month. There are no contracts, agreements or understandings currently in effect relating in any way whatsoever to the Property with the Tenant other than the Lease. The letter of credit (referred to in paragraph (d) on Schedule H hereto) dated June 23, 2005 as amended June 30, 2005 has not been further amended. w. The Loan Documents have not been amended or supplemented. No default (and no event which, with notice or the passage of time or both, would constitute a default) on the part of the Seller exists under the Loan Documents. There are no contracts, agreements or understandings currently in effect relating in any way to the Assumed Loan with the First Mortgage Lender other than the Loan Documents. x. The Property comprises a separately subdivided lot and a separate tax lot, but who shall not have any personal liability hereunder.is included with two other properties under separate ownership in a zoning lot of record. [Seller did own contiguous property which it conveyed to Saw Mill II, LLC and its affiliated companies own contiguous properties]

Seller’s Representations and Warranties. As of the Effective Date, Seller represents and warrants to Buyer as follows: (a) Seller is a limited liability company, duly incorporatedorganized, validly existing, existing and in good standing under the laws of the State jurisdiction of California and has full power and authority to execute, deliverits organization or formation, and perform its obligations under this Agreement and all instruments required is qualified to be delivered by Buyer hereunder. All requisite authorizing action has been taken by Buyer conduct business in connection with each jurisdiction where the execution and delivery failure to so qualify would have a material adverse effect on the business or financial condition of this Agreement and the consummation of this transactionSeller. (b) Seller has the power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement, except where such failure does not have a material adverse effect on Seller’s performance under this Agreement. The execution, delivery and performance of this Agreement by Seller has been duly authorized by all necessary corporate action on the part of Seller and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Seller or any other party to any other agreement with Seller. (1c) violate or The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfillment of and compliance by Seller with the provisions of this Agreement will not conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation breach of or a default under any law, regulation, order, writ, judgment, injunction, or decree applicable Law presently in effect having applicability to Seller, subject to any permits that have not yet been obtained by Seller, the documents of formation of Seller or (iii) to Seller’s knowledgeany outstanding trust indenture, conflict withdeed of trust, or result in the breach of the provisions ofmortgage, or constitute a default under, any material agreement, license, permit, loan agreement or other evidence of indebtedness or any other agreement or instrument to which Seller is a party or by which any of its property is bound. (cd) Except as disclosed hereinThis Agreement has been duly executed and delivered by Seller. This Agreement is a legal, there is neither pending nor, to Seller’s knowledge, threatened against Seller, the Property, or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation of the Property following the Closing, or (ii) enjoin or restrict the right or ability valid and binding obligation of Seller to perform enforceable in accordance with its obligations.under this Agreementterms, except as limited by laws of general applicability limiting the enforcement of creditors’ rights or by the exercise of judicial discretion in accordance with general principles of equity. (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, Seller has received no written notification from any governmental authority (i) that the Property or any part thereof is in violation of any applicable law, ordinance, rule, regulation, or judicial or administrative order or ruling, or (ii) that the condemnation of the Property is contemplated or being considered. (e) Except as disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions). (g) Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 of the Code. (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunder.

Seller’s Representations and Warranties. Seller represents and warrants to Buyer Purchaser as of the Effective Date as follows: (a) 10.1.1 Seller is a limited partnership, duly incorporatedorganized, validly existing, existing and in good standing under the laws of the State of California and Texas. 10.1.2 Subject to Section 8.2 above, Seller has full power power, right and authority to execute, deliver, enter into and perform its obligations under this Agreement and all instruments required Agreement. Subject to be delivered by Buyer hereunder. All requisite authorizing action has been taken by Buyer in connection with Section 8.2 above, the execution and delivery of this Agreement and the consummation of this transaction. (b) The execution, delivery and performance of this Agreement by Seller have been duly and properly authorized by proper corporate action in accordance with applicable law and with the Partnership Agreement of Seller. 10.1.3 To Seller’s knowledge, Exhibit O attached hereto is a true and complete list of all the notes, mortgages, assignments, guaranties and other documents executed in connection with the Loan (the “Loan Documents”), including all amendments, supplements and modifications thereto 10.1.4 To Seller’s knowledge, Exhibit K attached hereto lists all of the Service Contracts entered into by Seller that affect the Property and the service provider under each Service Contract other than those that are both subject to confidentiality restrictions and which will not (1) violate be assigned to Purchaser at Closing. Notwithstanding anything in this Agreement to the contrary, Seller does not covenant or conflict with Buyerrepresent that any service provider will not be in default under their respective Service Contracts, and the existence of any default by any service provider under any Service Contract shall not affect the obligations of Purchaser hereunder. 10.1.5 To Seller’s corporate knowledge, except as set forth on Exhibit L attached hereto, Seller has not received from any governmental authority having the power of eminent domain any written notice of any condemnation of the Property or authorityany part thereof. 10.1.6 To Seller’s knowledge, (ii) except as set forth on Exhibit M attached hereto, there is no pending, or to Seller’s knowledge threatened, litigation, action, suit, arbitration, administrative or judicial proceeding against Seller or the Property. 10.1.7 Seller has not made a general assignment for the benefit of its creditors, and has not admitted in writing its inability to pay its debts as they become due, nor has Seller filed any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or any other proceeding for the relief of debtors in general, nor has any such proceeding been instituted by or against Seller, nor is any such proceeding to Seller’s knowledge, constitute a violation of any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict with, or result in the breach of the provisions of, or constitute a default under, any material agreement, license, permit, or other instrument to which Seller is a party or is boundcontemplated. (c) Except as disclosed herein, there is neither pending nor, to Seller’s knowledge, threatened against Seller, the Property, or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation of the Property following the Closing, or (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under this Agreement. (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, 10.1.8 Seller has received no written notification from any governmental authority (i) that the Property or any part thereof is in violation notice of any applicable law, ordinance, rule, regulation, or judicial or administrative order or ruling, or (ii) that default under the condemnation of the Property is contemplated or being consideredLoan Documents. (e) Except 10.1.9 See additional representations and agreements in Exhibit P given for the sole purpose of Purchaser’s IPO and provided Purchaser shall indemnify Seller for any losses or claims as disclosed herein, a result of such representations in a form satisfactory to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions). (g) Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 of the Code. (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunder.

Seller’s Representations and Warranties. Seller represents and warrants to Buyer as of the date of this Agreement as follows: (a) 8.1.1 Seller is a municipal corporation duly incorporated, validly existing, organized and in good standing existing under the laws of the State of California Wisconsin and has full the requisite power and authority to execute, deliver, enter into and perform its obligations under this Agreement and all the documents and instruments required to be executed and delivered by Buyer hereunderSeller. All requisite authorizing action This Agreement has been taken duly executed and delivered by Buyer Seller and is a valid and binding obligation of Seller enforceable in connection accordance with the execution and delivery of this its terms. This Agreement and the consummation of this transaction. (b) The documents and instruments required to be executed and delivered by the Seller have each been duly authorized by the City’s Common Council action, and that such execution, delivery and performance of this Agreement by Seller does and will not (1) violate or conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute withor result in a violation of Seller’s authorizing resolution, including the Permitted Exceptions. 8.1.2 Seller has not (a) made a general assignment for the benefit of creditors, (b) filed any lawinvoluntary petition in bankruptcy or suffered the filing of any involuntary petition by Xxxxxx’s creditors, regulation(c) suffered the appointment of a receiver to take possession of all or substantially all of Seller’s assets, order, writ, judgment, injunction(d) suffered the attachment or other judicial seizure of all, or decree applicable substantially all, of Seller’s assets, (e) admitted in writing its inability to Sellerpay its debts as they come due, or (iiif) made an offer of settlement, extension or composition toits creditors generally. 8.1.3 Seller has good and marketable record title to Seller’s knowledgethe Real Property, conflict withsubject to no liens, or result in the breach of the provisions ofeasements, or constitute a default under, any material agreement, license, permitrestrictions, or other instrument to which Seller is a party or is boundencumbrances other than the Permitted Exceptions. 8.1.4 Other than the Development Agreement, as amended by the First Amendment, Second Amendment (c) Except as disclosed hereinand the Third Amendment at Closing), there is neither pending northe Seller has not entered into any contracts for the sale of any of the Property other than this Agreement. Seller has not entered into, to Seller’s and has received no notice of and has no knowledge, threatened against Sellerof any rights of first refusal or first offer, options to purchase any of the Property, or any part thereof other rights or agreements that may delay, hinder or prevent this transaction. 8.1.5 There has been no labor or materials of any legal action, arbitration, administrative proceeding before any governmental authority, kind furnished to or investigation that could (i) have a material adverse effect on Buyer or upon for the use, value or operation benefit of the Property following the Closing, or (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under this Agreementfor which payment in full has not been made. (d) 8.1.6 No person or entity is entitled to possession of any of the Property, other than Seller, and except as permitted by Permitted Exceptions. 8.1.7 Except as otherwise disclosed in to the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, Seller has received no written notification from any governmental authority (i) that the Property or any part thereof is in violation of any applicable law, ordinance, rule, regulation, or judicial or administrative order or ruling, or (ii) that the condemnation of the Property is contemplated or being considered. (e) Except as disclosed herein, to Seller’s knowledgeBuyer, Seller has received no notice during and has no knowledge (a) that any Hazardous Material are or have ever been generated, manufactured, buried, spilled, leaked, discharged, emitted, stored, disposed of, used, or released about the Real Property in violation of any Hazardous Materials Law, or (b) of any, requests, notices, investigations, demands, administrative proceedings, hearings, litigation, or other action proposed, threatened, or pending relating to any of the Real Property and alleging non-compliance with or liability under any Hazardous Material Law, or (c) that any above-ground or underground storage tanks or other containment facilities of any kind containing any Hazardous Materials are or have ever been located about the Real Property. 8.1.8 Seller has delivered or, within the time frame provided in Section 9.2, shall deliver to Buyer true, correct and complete copies of the Records in Seller’s period custody and control. Seller does not warrant and shall not be responsible for the accuracy or completeness of ownership any Record not prepared by Seller or an affiliate of Seller or their conclusions or recommendations unless Seller or any affiliate knows, or reasonably should know, that there the same are parties inaccurate, incomplete or misleading in any material respect. 8.1.9 No person or entity is entitled to claim any brokerage commissions or other payments with respect to any of the Property. 8.1.10 Seller has received no notice of and has no knowledge of any pending or threatened condemnation or eminent domain proceeding or transfer in lieu thereof affecting any of the Property, nor has Seller agreed or committed to dedicate any of the Property. 8.1.11 Seller has received no notice, and has no knowledge, that may claim any action, litigation, investigation, or proceeding of any kind pending or threatened against Property or against Seller’s interest therein, and Seller knows of no facts which could give rise to adversely possess any such action, litigation, investigation, or have any proceeding. 8.1.12 All leases and possessory rights in favor of any part party, service or maintenance contracts, equipment leases or other contracts or agreements regarding any of the Property being sold to Buyer. (f) Except as disclosed in Property, other than the Development Agreement for Environmental Conditions and as disclosed hereinPermitted Exceptions, (i) to will be terminated at Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating sole cost prior to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms Closing Date. The foregoing warranties are defined in the Agreement for Environmental Conditions). (g) Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 of the Code. (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the express representations and warranties contained that Buyer shall be entitled to rely on regardless of any investigation or inquiry made by, or any knowledge of, Buyer. Consummation of this Agreement by Buyer with knowledge of any breach of these representations and warranties shall not constitute a waiver or release by Buyer of any claims arising out of or in connection with such breach. These representations and warranties (including as remade pursuant to Section 5.2.4) shall survive the Closing of this Agreement for a period of twelve (12) months after the Closing Date. Notwithstanding the foregoing or anything appearing to the contrary in this Section 9.1 with Agreement, if, prior to Closing, Seller obtains knowledge of a fact or circumstance the individual identified existence of which would constitute a breach by Seller of its representations and warranties hereunder or would render any such representations and warranties untrue or incorrect in this Section 9.1(j)any material respect, who is named herein to define Seller shall promptly notify Buyer in writing of the scope of Seller’s knowledge, but who shall not have any personal liability hereundersame.

Seller’s Representations and Warranties. Seller represents hereby makes the representations and warrants warranties to Buyer which are set forth below, as follows: (a) Seller is duly incorporated, validly existing, and in good standing under the laws of the State of California and has full power and authority to execute, deliver, and perform its obligations under this Agreement and all instruments required to be delivered by Buyer hereunder. All requisite authorizing action has been taken by Buyer in connection with the execution and delivery date of this Agreement Agreement. Buyer acknowledges and agrees that each of such representations and warranties shall be deemed expressly qualified by any information of which Buyer has Actual Knowledge on or before the consummation of this transaction. (b) The execution, delivery and performance of this Agreement by Seller will not (1) violate or conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation of any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict with, or result in the breach of the provisions of, or constitute a default under, any material agreement, license, permit, or other instrument to which Seller is a party or is bound. (c) Except as disclosed herein, there is neither pending nor, to Seller’s knowledge, threatened against Seller, the Property, or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Closing Date. Buyer or upon the use, value or operation of the Property following the Closing, or (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under this Agreement. (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, Seller has received no written notification from any governmental authority acknowledges (i) that Buyer has entered into this Agreement with the Property or any part thereof is in violation intention of any applicable lawmaking and relying upon its own investigation of the physical, ordinanceenvironmental, ruleeconomic and legal condition of the Property, regulation, or judicial or administrative order or ruling, or and (ii) that that, other than as specifically set forth below in this Section 4.1, Seller is not making and has not at any time made any representation or warranty of any kind or nature, either oral or written, directly or indirectly, expressed, implied, statutory or otherwise, with respect to the condemnation of the Property is contemplated Property, including, without limitation, representations or being considered. warranties as to habitability, merchantability, fitness for a particular purpose, title (e) Except as disclosed herein, to other than Seller’s knowledge, Seller has received no notice during Seller’s period limited warranty of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed title set forth in the Agreement for Environmental Conditions and as disclosed hereinDeed), (i) to Sellerzoning, tax consequences, latent or patent physical or environmental condition, health or safety matters, utilities, operating history or projections, valuation, projections, the applicability of any laws, rules or regulations or compliance therewith. Based upon Buyer’s knowledgefamiliarity with the Property, there is no Environmental Condition on the Property or facts or circumstances Buyer’s due diligence relating to the Property and Buyer’s experience and knowledge as to the market in which the Property is situated and as to investment in and operation of real estate in the nature of the Property and commercial real estate in general, Buyer shall purchase the Property on the Closing Date in an “AS IS, WHERE IS AND WITH ALL FAULTS” condition, with no right of setoff or reduction in the Purchase Price and without any representation or warranty whatsoever, as aforesaid, except as set forth in this Section 4.1, and Buyer fully assumes the risk that would reasonably adverse latent or patent physical, structural, environmental, economic or legal conditions may not have been revealed by Buyer’s investigations. Seller and Buyer acknowledge that the Purchase Price to be expected paid to form the basis Seller for the assertion Property has taken into account that the Property is being sold subject to the foregoing provisions of any claim against this Section 4.1. As used in this Section 4.1 “Actual Knowledge” or words of similar import shall refer only to the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions). (g) Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 of the Code. (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on Xxxxxxx X. Xxxxx (the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j“Buyer’s Designated Representative”), who is named herein and shall not be construed to define refer to the scope knowledge of Sellerany other officers, agents or employees of Buyer or any affiliate of Buyer or to impose or have imposed upon the Buyer’s Designated Representative any duty to investigate the matters to which such knowledge, but who shall not have any personal liability hereunderor the absence thereof, pertains or make an inquiry of other persons.

Seller’s Representations and Warranties. Seller represents and warrants to Buyer Purchaser as of the Effective Date as follows: (a) 10.1.1 Seller is a limited partnership, duly incorporatedorganized, validly existing, existing and in good standing under the laws of the State of California and Illinois. 10.1.2 Subject to Section 8.2.1 above, Seller has full power power, right and authority to execute, deliver, enter into and perform its obligations under this Agreement and all instruments required Agreement. Subject to be delivered by Buyer hereunder. All requisite authorizing action has been taken by Buyer in connection with Section 8.2.1 above, the execution and delivery of this Agreement and the consummation of this transaction. (b) The execution, delivery and performance of this Agreement by Seller will not (1) violate or conflict have been duly and properly authorized by proper corporate action in accordance with Buyer’s corporate power or authority, (ii) to applicable law and with the Partnership Agreement of Seller. 10.1.3 To Seller’s knowledge, constitute a violation Exhibit C attached hereto lists all of the Service Contracts entered into by Seller that affect the Property and the service provider under each Service Contract other than those that are both subject to confidentiality restrictions and which will not be assigned to Purchaser at Closing. Notwithstanding anything in this Agreement to the contrary, Seller does not covenant or represent that any particular Service Contract will be in force or effect as of the Closing or the parties to the Service Contracts will not be in default under their respective Service Contracts, and the existence of any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iii) to default by any party under any Service Contract shall not affect the obligations of Purchaser hereunder. 10.1.4 To Seller’s knowledge, conflict withExhibit L attached hereto describes, or result in all material respects, the breach following information concerning the Leases affecting the Property as of the provisions ofdate thereon (“Rent Roll”): (a) unit number, or constitute a default under(b) name of tenant, any material agreement, license, permit, or other instrument to which Seller is a party or is bound. (c) Except as disclosed hereinrental rate, there (d) move in date, (e) expiration date, and (f) amount of security deposit. Seller makes no representation with respect to any information provided in Exhibit K that is neither pending nornot described in the preceding sentence. Notwithstanding anything in this Agreement to the contrary, to Seller does not covenant or represent that tenants under Leases will not be in default under their respective Leases, and the existence of any default by any tenant under its Lease shall not affect the obligations of Purchaser hereunder. 10.1.5 To Seller’s knowledge, threatened against Sellerexcept as set forth on Exhibit N attached hereto, Seller has not received from any governmental authority having the Property, power of eminent domain any written notice of any condemnation of the Property or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation of the Property following the Closing, or (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under this Agreementthereof. (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to 10.1.6 To Seller’s knowledge, except as set forth on Exhibit O attached hereto, Seller has received no written notification notice of any pending litigation initiated against Seller or the Property which would materially affect the Property after Closing. 10.1.7 To Seller’s knowledge, except as set forth on Exhibit P attached hereto, Seller has not received from any governmental authority (i) that the Property or written notice of any part thereof is in material violation of any building, fire or health code or any other statute applicable law, ordinance, rule, regulation, or judicial or administrative order or ruling, or (ii) that the condemnation of the Property is contemplated or being considered. (e) Except as disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably which will not be expected cured prior to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions)Closing. (g) Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 of the Code. (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunder.

Seller’s Representations and Warranties. The Seller hereby represents and warrants to Buyer as follows: (a) Seller is duly incorporated, validly existing, and in good standing under the laws of the State of California and has full power and authority to execute, deliver, and perform its obligations under this Agreement and all instruments required to be delivered by Buyer hereunder. All requisite authorizing action has been taken by Buyer in connection with the execution and delivery of this Agreement and the consummation of this transaction. (b) The execution, delivery and performance of this Agreement by Seller will not (1) violate or conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation of any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict with, or result in the breach of the provisions of, or constitute a default under, any material agreement, license, permit, or other instrument to which Seller is a party or is bound. (c) Except as disclosed herein, there is neither pending nor, to Seller’s knowledge, threatened against Seller, the Property, or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation of the Property following the Closing, or (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under this Agreement. (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, Seller has received no written notification from any governmental authority (i) that the Property or any part thereof is in violation of any applicable law, ordinance, rule, regulation, or judicial or administrative order or ruling, or (ii) that the condemnation of the Property is contemplated or being considered. (e) Except as disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions). (g) Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 of the Code. (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 are true and correct and so shall continue to be until one year after the Closing Date, it being understood that each of said statements of facts, representations and warranties have been deemed by the parties to be material and essential, and shall survive the execution and delivery of this Agreement. (b) This Agreement and the documents and instruments executed by the Seller have been or will be duly and validly executed by the Seller and constitute valid and legally binding obligations of the Seller, enforceable in accordance with the individual identified terms thereof. (c) Seller has the right to sell the Shares free and clear of any and all liens, restrictions, options, voting trusts or agreements, proxies, encumbrances, claims or charges of any kind whatsoever. Seller will have at the Closing physical custody of the certificates evidencing all of the Shares. At the Closing, there shall be no outstanding warrants, stock options or other rights in third parties that would give rise to a claim on such Shares to any third party. At Closing, and subject to the approval referred to in Section 9 below, Buyer will acquire good and defensible title to the Shares, free and clear of any and all liens, restrictions, options, voting trusts, or agreements, proxies, encumbrances, claims or, to Sellers’ Knowledge, charges of any kind. (d) The execution and delivery of this Section 9.1(j)Agreement by the Seller and the performance of the obligations contemplated herein, who are within the corporate authority of the Seller, are not in conflict with any resolution adopted by the Shareholders Meeting or the Board of Directors of the Seller. (e) Seller shall forgive at the Closing all debt owed by the Parent Company and NGTV to Seller in the approximate amount of US$ 12,000,000.00. A list of the debt to be forgiven is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunderattached as Schedule 1.

Seller’s Representations and Warranties. In connection with the --------------------------------------- issuance of (i) the Purchased Shares, (ii) the Warrants, and (iii) the shares of Parent Common Stock underlying the Warrant upon the exercise thereof ((i), (ii) and (iii), collectively, the "Parent Securities") to the Seller, the Seller represents hereby represents, warrants and warrants acknowledges to the Buyer and the Parent as follows: 2.1 The Parent Securities are being acquired by the Seller for its own account, for investment purposes and not with a view to the sale or distribution of all or any part of the Parent Securities, nor with any present intention to sell or in any way distribute the same, as those terms are used in the Securities Act of 1933, as amended (a) Seller is duly incorporated, validly existingthe "Act"), and the rules and regulations promulgated thereunder. 2.2 The Seller has sufficient knowledge and experience in good standing financial matters so as to be capable of evaluating the merits and risks of acquiring the Parent Securities. 2.3 The Seller has reviewed copies of such documents and other information as the Seller has deemed necessary in order to make an informed investment decision with respect to the Seller's acquisition of the Parent Securities. 2.4 The Seller understands that the Parent Securities may not be sold, transferred or otherwise disposed of without registration under the laws Act or the availability of an exemption therefrom, and that in the absence of an effective registration statement covering the Parent Securities or an available exemption from registration under the Act, the Parent Securities must be held indefinitely. Further, the Seller understands and has the financial capability of assuming the economic risk of an investment in the Parent Securities for an indefinite period of time. 2.5 The Seller has been advised that the Seller will not be able to dispose of the State Parent Securities, or any interest therein, without first complying with the relevant provisions of California the Act and any applicable state securities laws. 2.6 The Seller acknowledges that the Parent is under no obligation to register the Parent Securities or to furnish any information or take any other action to assist the undersigned in complying with the terms and conditions of any exemption which might be available under the Act or any state securities laws with respect to sales of the Parent Securities in the future. 2.7 Each certificate representing Parent Securities or any other securities issued or issuable, directly or indirectly, in respect of the Parent Securities upon any stock split, stock dividend, recapitalization, merger, consolidation, share exchange or similar event, including pursuant to Section 4.1 below, shall be endorsed, stamped or otherwise imprinted with a legend in substantially the following form: THE SALE AND ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, IN EITHER CASE, SATISFACTORY TO THE ISSUER OF THIS CERTIFICATE, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. Seller agrees that the Parent may make a notation to this effect on its records and instruct any transfer agent of the Parent Securities to impose transfer restrictions on the shares represented by certificates bearing the legend referred to in this section to enforce the provisions of this Agreement. 2.8 Seller has full the capacity and power to enter into and authority to execute, deliver, and perform its obligations under execute this Agreement and all instruments required to be delivered by Buyer perform fully Seller's obligations hereunder. All requisite authorizing action has been taken by Buyer in connection with the The execution and delivery of this Agreement and the consummation by Seller of this transactionthe transactions contemplated hereby have been approved and authorized by all necessary corporate action. This Agreement has been duly executed by Seller and constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, liquidation and other concursus rules. (b) 2.9 The execution, delivery and performance execution of this Agreement by Seller, the consummation of the transactions contemplated hereby and the performance by Seller of this Agreement in accordance with its terms and conditions will not not: (1i) violate require any Permit (as defined in the Purchase Agreement), or conflict with Buyer’s corporate power any notice to, filing or authorityregistration with, or permit, license, variance, waiver, exemption, franchise, order, consent, authorization or approval of, any other person; (ii) to Seller’s knowledgeviolate, conflict with or result in a breach of any provision of or constitute a violation default (or an event which, with notice or lapse of any lawtime or both, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iiiwould constitute a default) to Seller’s knowledge, conflict withunder, or result in the breach of the provisions termination or modification of, or constitute a default underaccelerate the performance required by, or modify (or allow any other party thereto to modify), any material agreementof the terms, license, permit, conditions or provisions of (x) Seller's articles of association or (y) any contract or other instrument agreement to which Seller is a party or by or to which Seller is bound. (c) Except as disclosed herein, there is neither pending nor, to Seller’s knowledge, threatened against Seller, the Property, bound or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation of the Property following the Closing, subject; or (iiiii) enjoin or restrict the right or ability of Seller to perform its obligations.under this Agreement. (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed hereinviolate any judgment, to Seller’s knowledgeruling, Seller has received no written notification from any governmental authority (i) that the Property or any part thereof is in violation of any applicable order, writ, injunction, award, decree, statute, law, ordinance, rulecode, regulationrule or regulation of any court or foreign, federal, state, provincial, regional, county or judicial local government or any other governmental, regulatory or administrative order agency or ruling, or (ii) that the condemnation of the Property authority which is contemplated or being considered. (e) Except as disclosed herein, applicable to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions). (g) Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 of the Code. (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunder.

Seller’s Representations and Warranties. Seller represents and warrants to Buyer the following, which representations and warranties shall be taken as follows: (a) Seller is duly incorporated, validly existing, and in good standing under the laws true as of the State of California and has full power and authority to execute, deliver, and perform its obligations under this Agreement and all instruments required to be delivered by Buyer hereunder. All requisite authorizing action has been taken by Buyer in connection with the execution and delivery date of this Agreement and as of Closing Date: 4.1 Seller owns good and marketable title to the consummation Leases and the Equipment, and both the Leases and the Equipment are free, clear and unencumbered. The net revenue interest of Seller in the Leases is correctly reflected on Exhibit “A” attached to this transactionAgreement. (b) The 4.2 Seller has the necessary authority to enter into this Agreement and to perform all of the obligations hereunder. This Agreement and all documents and instruments required hereunder to be delivered on Closing Date shall constitute the legal, valid and binding obligations of Seller, enforceable in accordance with their respective terms, except to the extent enforceability may be affected by bankruptcy, reorganization, insolvency or similar laws affecting creditor's rights generally. 4.3 Seller's execution, delivery and performance of this Agreement by Seller will not (1) violate or conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation of any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict with, or result in the breach of the provisions any condition of, or constitute a default under, under or cause the acceleration of any material agreement, license, permit, obligation under any agreement or other instrument to which Seller is a party or by which Seller is bound. (c) Except as disclosed herein, there is neither pending nor, to Seller’s knowledge, threatened against Seller, the Property, or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, violate or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation of the Property following the Closing, or (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under this Agreement. (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, Seller has received no written notification from any governmental authority (i) that the Property or any part thereof is in violation of conflict with any applicable law, ordinance, rule, regulation, or judicial or administrative order or ruling, or (ii) that the condemnation of the Property is contemplated or being considered. (e) Except as disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consentjudgment, decree, judgment order, permit, law, rule or order under regulation. 4.4 Seller has incurred no liability; contingent or otherwise, for broker’s or finder’s fees with respect to this transaction for which Buyer shall have any Environmental Lawsresponsibility whatsoever. 4.5 Seller is not a “foreign person” within the meaning of the IRS Code, relating to compliance withSections 1445 and 7701 (i.e., none of the Seller are nonresident aliens, foreign corporations, foreign partnerships, foreign trusts, or cleanup of Hazardous Materials under any Environmental Laws (foreign estates as those terms are defined in the Agreement for Environmental ConditionsIRS Code and regulations promulgated thereunder). 4.6 Seller has not received any written notice of any suit, claim, action or other proceeding (g“Action”) Seller is not a foreign person or entitypending, as described in or, to the Foreign Investments in Real Property Tax Act, Section 1445 of the Code. (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President any of Seller, with no duty threatened, before any court or governmental agency as of due diligence the date of this Agreement that relates to the Assets and is not aware of the possibility of any such Action. 4.7 The Assets constitute all of the property rights and assets necessary for Buyer to own, operate, use and enjoy the Leases and the Equipment for the same or inquiry on similar purposes for which, and in the part of such officer. same or similar manner in which the Assets have been owned, operated, used and enjoyed by Seller has reviewed prior to the representations and warranties contained transfer contemplated in this Section 9.1 Agreement. 4.8 Until this Agreement is closed, Seller shall operate the Leases and maintain the equipment in the ordinary and normal course consistent with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledgebest past practices. The Leases and Equipment will be on Closing Date in as good as condition as they are of the date of the execution of this Agreement, but who shall not have any personal liability hereunderwear and tear from ordinary uses and elements excepted.

Seller’s Representations and Warranties. Seller makes the following representations and warranties to Buyer: a. The individuals executing this Agreement on behalf of Seller represent to Buyer that they have the legal and limited liability company authority to execute this Agreement on behalf of Seller and to bind Seller. Seller represents and warrants to Buyer as follows: (a) that Seller is duly incorporated, validly existing, has the legal and in good standing under the laws of the State of California and has full power and limited liability company authority to execute, deliver, and perform its obligations under enter into this Agreement and all instruments required to be delivered by Buyer hereunder. All requisite authorizing action has been taken by Buyer in connection with sell the execution and delivery of this Agreement and the consummation of this transactionProperty. (b) The execution, delivery b. Seller represents and performance of this Agreement by Seller will not (1) violate or conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation of any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict with, or result in the breach of the provisions of, or constitute a default under, any material agreement, license, permit, or other instrument to which warrants that Seller is not a party foreign person, foreign partnership, foreign trust or is bound. (c) Except as disclosed herein, there is neither pending nor, to Seller’s knowledge, threatened against Seller, the Property, or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation of the Property following the Closing, or (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under this Agreement. (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, Seller has received no written notification from any governmental authority (i) that the Property or any part thereof is in violation of any applicable law, ordinance, rule, regulation, or judicial or administrative order or ruling, or (ii) that the condemnation of the Property is contemplated or being considered. (e) Except as disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (foreign estate as those terms are defined in the Agreement for Environmental Conditions). (g) Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 of the Internal Revenue Code. c. Seller represents and warrants that there have been no bankruptcy or dissolution proceeding involving Seller during the xxxx Xxxxxx has had any interest in the Property. d. Seller represents and warrants that there are no unsatisfied judgments of record against Seller. e. Seller represents and warrants that there are no state or federal tax liens filed against Seller. f. Seller represents and warrants that there has been no labor or materials furnished to the Property for which payment has not been paid. g. Seller represents and warrants that there are no unrecorded mortgages, contracts, purchase agreements (h) other than this Agreement), options, leases (other than the Lease), easements or other agreements or interest relating to the Property. h. Seller represents and warrants that there are no persons in possession of any portion of the Property other than pursuant to a recorded document. i. Seller represents that, to the best of Seller’s actual knowledge, that there are no encroachments or boundary line questions affecting the Property. j. Seller represents and warrants that Seller is the fee owner of the Property subject only to Permitted Encumbrances. k. Seller represents and warrants that the Property has legal access to a public right of way. l. Seller represents and warrants that Seller has not received notice of any new public improvement project(s), the cost of which a governmental entity may assess against the Property. m. Seller represents that, to the best of Seller’s actual knowledge, Property and the improvements thereon, if any, are not in violation of any statute, law, ordinance or regulation. n. Seller represents that, to the best of Seller’s actual knowledge there is no action, litigation, governmental investigation, condemnation or administrative proceeding of any kind pending against Seller or involving any portion of Property, and no third party has threatened Seller with commencement of any such action, litigation, investigation, condemnation or administrative proceeding. o. Seller represents and warrants that Seller is not in default in the performance of any of Seller’s obligations under any mortgage, contract for deed, easement agreement, covenant, condition, restriction or other instrument relating to the Property. p. Seller represents that there are no xxxxx on the Property. q. Seller represents that to the best of Seller’s actual knowledge, there are no underground or above ground storage tanks of any size or type located on the Property. r. Seller represents that to the best of Seller’s actual knowledge there are no Hazardous Substances located on the Property; the Property is not subject to any liens or claims by government or regulatory agencies or third parties arising from the release or threatened release of Hazardous Substances in, on or about Property; and Property has not been used in connection with the generation, disposal, storage, treatment or transportation of Hazardous Substances except as follows: For purposes hereofof this Agreement, the term “Hazardous Substance” includes but is not limited to Seller’s knowledgesubstances defined as “hazardous substances,” means “toxic substances” or “hazardous wastes” in the presentComprehensive Environmental Response Compensation Liability Act of 1980, as amended, 42 U.S.C. §9601, et seq., and substances defined as “hazardous wastes,” “hazardous substances,” “pollutants, or contaminants” as defined in the Minnesota Environmental Response and Liability Act, Minnesota Statutes, §115B.02. The term “hazardous substance” also includes asbestos, polychlorinated biphenyls, petroleum, including crude oil or any fraction thereof, petroleum products, heating oil, natural gas, natural gas liquids, liquified natural gas, or synthetic gas useable for fuel (or mixtures of natural gas and synthetic gas). s. Seller represents that no activity has been undertaken on the Property that would cause or contribute to the discharge of pollutants or of fluids into any water source or system, the dredging or filling of any waters or the discharge into the air of any emissions that would require a permit under the Federal Water Pollution Xxxxxxx Xxx, 00 X.X.X. §0000 et seq. or the Clean Air Act, 42 U.S.C. §7401 et seq. or any similar state law or local ordinance. t. Seller represents that it has not dealt with any real estate broker, salesperson or finder in connection with this Agreement, and agrees to indemnify Buyer, its agents and employees harmless from and against any and all damages, liabilities, claims, actions, costs and expenses (including reasonable attorneys’ fees) arising from any claims or demands of any broker, salesperson or finder retained by or through Seller for any fee or commission alleged to be due to such broker, salesperson or finder. If, at any time prior to the Date of Closing, Seller acquires actual knowledge of X.X. Xxxxxxxxevents or circumstances which render the representations set forth in this Section 11 inaccurate in any respect, President of SellerSeller must immediately notify Buyer, with no duty of due diligence or inquiry on the part of such officerin writing. Seller has reviewed will indemnify Buyer, its successors and assigns, against and will hold Buyer, its successors and assigns harmless from, any expenses or damages, including reasonable attorneys fees, that Buyer incurs because of the Seller’s breach of any of the above warranties; the inaccuracy of any of the above representations when made; or Seller’s failure to notify Buyer, before the Date of Closing, if the representations set forth above become inaccurate. The representations, warranties and warranties indemnification set forth above will survive the closing of this transaction and Seller’s delivery of a deed to Buyer. At closing, an authorized representative of Seller must execute and deliver to Buyer a certificate of Seller certifying that the representations contained in this Section 9.1 with 11 are true as of the individual identified Date of Closing or, if such representations are no longer true, describing, in this Section 9.1(jdetail, the reasons why the representations are no longer true (the “Date Down Certificate”), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunder.

Seller’s Representations and Warranties. Seller hereby represents and warrants warrants, which representations and warranties shall be true and correct as of the date of Closing (unless otherwise specified below): 5.1 That Seller is the owner of the Property and is able to Buyer as follows:convey good, marketable title thereto, subject to the matters disclosed in the Preliminary Title Report and the Leases. (a) 5.2 That Seller is duly incorporatedorganized and validly existing as a corporation in its state of incorporation, validly existing, and in good standing and qualified to conduct its business, to own real property and to consummate the transactions contemplated herein under the laws of the State of California and has full power and authority to execute, deliver, and perform its obligations under this Agreement and Nevada. 5.3 That all instruments required to be delivered by Buyer hereunder. All requisite authorizing necessary corporate action has been taken by Buyer in connection with the execution and delivery of this Agreement and the consummation of this transactionto authorize all transactions herein contemplated. (b) The 5.4 That the execution, delivery and performance of this Agreement by Seller will not (1) not, with or without the giving of notice and/or the passage of time, violate or conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation default under any provision of any law, regulationany administrative regulation or any judicial, administrative or arbitration order, writaward, judgment, injunction, judgment or decree applicable to Seller, Seller or (iii) to Seller’s knowledge, the Property or conflict with, or violate, result in the a breach or termination of the provisions ofor cause a default under Seller's articles of incorporation or bylaws, or constitute a default under, any material agreement, license, permit, other agreement or other instrument to obligation by which Seller is a party or is the Property are bound. (c) Except as disclosed herein, 5.5 That no consent or approval of this Agreement is required by any third party. 5.6 That there is neither are no actions or claims pending nor, or to Seller’s knowledge's knowledge threatened before any court, threatened against Sellergovern- mental agency, arbitrator or other tribunal which would prevent Seller from completing the transactions provided herein in accordance with the terms of this Agreement. 5.7 That it has not received any notice of zoning changes or any actions threatening condemnation of any part of the Property through exercise of eminent domain by any governmental authority. 5.8 That it has no actual knowledge of any violations of law, municipal or county ordinances or other legal require- ments affecting the Property, or with respect to the use of occupancy thereof. 5.9 That to the best of Seller's knowledge, all documents that will affect title to the Property at Closing have been provided to Purchaser. 5.10 That there are no mechanic's liens recorded against the Property and none threatened to Seller's knowledge; and all contractors, subcontractors, workmen, materialmen and employees engaged by Seller have been paid in full for any part thereof labor, services or materials supplied or delivered to the Property. 5.11 That Seller has not caused and shall not cause to be created any legal actionencumbrances on the Property in favor of any person other than Purchaser, arbitrationother than the existing Leases as disclosed in the Preliminary Title Report or liens that have been previously released. 5.12 That all taxes, administrative proceeding before governmental assessments and utility charges to the Property billed to Seller are current and not delinquent. 5.13 That all representations and warranties made by Seller and all information contained in any governmental authorityof the documents furnished or to be furnished to Purchaser pursuant to this Agreement, or investigation that could (i) have do not and shall not contain any untrue statement of a material adverse effect fact or omit to state any fact necessary in order to make the statements contained here- in or therein not misleading. 5.14 That Seller has not received nor is Seller aware of any notification, demand or request (or any pending or threatened action or litigation) from governmental or quasi-governmental authority having jurisdiction, requiring any work or construction to be done on Buyer or upon the use, value or operation of affecting the Property following or indicating an intent to condemn the Closing, Property or (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under this Agreementany portion thereof. (d) 5.15 Except as disclosed in the Agreement for Environmental Conditions and Study or as disclosed hereinbelow in this Section 5.15, that to Seller’s the best of its knowledge, Seller has received no written notification from any governmental authority : (i) that the Property or any part thereof Seller is not in violation of any applicable lawenvironmental, ordinancehealth and safety laws, ruleordinances or regulations including those relating to air and water pollution and Hazardous Substances (as defined below) ("Environmental Laws"), regulation, in connection with its ownership of the Property or judicial or administrative order or ruling, or conduct of its activities thereon; (ii) except as noted in Section 6.4, Hazardous Substances are not currently present on the Property and have not been generated, used, treated, stored, trans- ported to or from, or released or disposed of on the Property; (iii) that without limiting the generality of the foregoing, there are not now and have not been any underground storage tanks, asbestos or any transformers or other electrical devices containing polychlorinated biphenyls on the Property; and (iv) that the condemnation Property has never been used as a dump or landfill. The Property was used as a staging area by Xxxxxxx Xxxxxx Construction in connection with the New York, New York Hotel & Casino and was also used as a staging area for the Strip Beautifi- cation Project. The term "Hazardous Substances" for purposes of the Property is contemplated or being considered. (e) Except as disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed in the this Agreement for Environmental Conditions and as disclosed herein, means (i) to Seller’s knowledgepetroleum or petroleum products, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller radioactive materials, (iii) asbestos in any form, (iv) any items that contains or has not entered intocontained polychlorinated biphenyls, agreed to (v) any other chemicals, materials or to Seller’s knowledge, been subjected to any consent, decree, judgment substances defined as or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions). (g) Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 of the Code. (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunder.included

Seller’s Representations and Warranties. As of the Effective Date, Seller represents and warrants to Buyer as follows:follows:‌ (a) Seller is a limited liability company, duly incorporatedorganized, validly existing, existing and in good standing under the laws of the State jurisdiction of its formation, and is qualified to conduct business in the state of California and has full power and authority each jurisdiction where the failure to execute, deliver, and perform its obligations under this Agreement and all instruments required to be delivered by Buyer hereunder. All requisite authorizing action has been taken by Buyer in connection with so qualify would have a material adverse effect on the execution and delivery business or financial condition of this Agreement and the consummation of this transactionSeller. (b) Seller has the power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement. The execution, delivery and performance of this Agreement by Seller has been duly authorized by all necessary limited liability company action on the part of Seller and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Seller or any other party to any other agreement with Seller. (1c) violate or The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfillment of and compliance by Seller with the provisions of this Agreement will not conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation of any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict with, or result in the breach of the provisions of, or constitute a breach of or a default underunder any Law presently in effect having applicability to Seller (subject to any permits that have not yet been obtained by Seller), the documents of formation of Seller or any material agreementoutstanding trust indenture, licensedeed of trust, permitmortgage, loan agreement or other evidence of indebtedness or any other agreement or instrument to which Seller is a party or by which any of its property is bound. (cd) Except as disclosed hereinThis Agreement has been duly executed and delivered by Seller. This Agreement is a legal, there is neither pending nor, to Seller’s knowledge, threatened against Seller, the Property, or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation of the Property following the Closing, or (ii) enjoin or restrict the right or ability valid and binding obligation of Seller to perform enforceable in accordance with its obligations.under this Agreement. (d) Except terms, except as disclosed limited by laws of general applicability limiting the enforcement of creditors’ rights or by the exercise of judicial discretion in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, Seller has received no written notification from any governmental authority (i) that the Property or any part thereof is in violation accordance with general principles of any applicable law, ordinance, rule, regulation, or judicial or administrative order or ruling, or (ii) that the condemnation of the Property is contemplated or being consideredequity. (e) Except as disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period The Facility will be located in the State of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer[California]. (f) Except as disclosed in Seller will be responsible for obtaining all permits necessary to construct and operate the Agreement for Environmental Conditions Facility and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition Seller will be the applicant on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions)CEQA documents. (g) Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 of the Code. (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunder.

Seller’s Representations and Warranties. Seller represents and warrants to Buyer that as follows:of the date of this Agreement and as of the Closing Date (except with respect to Section 8.1.10, which is only being made as of the Effective Date): (a) 8.1.1 Seller is duly incorporatedorganized, validly existing, and in good standing under the laws of the State state of California and its formation. 8.1.2 Seller has the full power and authority to execute, deliver, deliver and perform its obligations under this Agreement. 8.1.3 This Agreement and all agreements, instruments required and documents herein provided to be executed by Seller are and as of the Closing Date will be duly authorized, executed and delivered by Buyer hereunder. All requisite authorizing action and are and will be binding upon Seller. 8.1.4 Seller has been taken by Buyer received no written notice of, nor, to Seller’s knowledge, is there any existing or proposed or threatened eminent domain or similar proceeding, or private purchase in connection with lieu of such a proceeding affecting the Property in any material way. 8.1.5 Neither the execution and delivery of this Agreement and the instruments to be executed or delivered by Seller pursuant to this Agreement nor the consummation of this transaction. (b) The execution, delivery and performance of this Agreement by Seller will not (1) violate or the transaction contemplated herein conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation of any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict with, or result in the material breach of the provisions of, or constitute a default under, any material agreement, license, permit, or other instrument written agreement to which Seller is a party or is boundparty. 8.1.6 Seller has not (ci) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by Seller’s creditors, (iii) suffered the appointment of a receiver to take possession of all or substantially all of Seller’s assets, (iv) suffered the attachment or other judicial seizure of all or substantially all of Seller’s assets, or (v) admitted in writing its inability to pay its debts as they become due. 8.1.7 Except as disclosed hereinin the Property Information, there is neither Seller has received no written notice of any pending noror threatened investigations, actions, suits, proceedings or claims against Seller or the Property that are likely to Seller’s knowledge, threatened against Seller, the Property, or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation of the Property following or Seller’s ability to consummate the Closingtransactions under this Agreement, whether at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, agency, or (ii) enjoin instrumentality, domestic or restrict the right or ability of Seller to perform its obligations.under this Agreementforeign. (d) Except as disclosed in the Agreement for Environmental Conditions 8.1.8 Seller has not, and as disclosed herein, to Seller’s knowledge, Seller has received no written notification from third party has, used, generated, manufactured, stored or disposed of any governmental authority (i) that Hazardous Materials in, at, on, under or about the Property or transported any part thereof Hazardous Materials to or from the Property except in the ordinary course in compliance with applicable law. 8.1.9 Except for the Irvine Company’s ROFO, and the tenant under the Parking Lot Lease, no person or entity is entitled to possession, occupancy, ownership of, or rights to, any of the Property, other than Seller. 8.1.10 The Parking Lot Lease is in violation of any applicable lawfull force and effect, ordinance, rule, regulation, has not been amended or judicial or administrative order or ruling, or (ii) modified except as stated herein. Buyer hereby acknowledges that the condemnation Parking Lot Lease is terminable by either party upon thirty (30) days’ written notice to the other party, and therefore, tenant may terminate the Parking Lot Lease prior to Closing. 8.1.11 Except for the Assumed Service Contracts, Seller is not currently a party to any management, service, supply, security, maintenance or other similar contracts or agreements, oral or written that affect the Property and will be binding upon Buyer from and after the Closing. The copies of the Property is contemplated service contracts delivered or being considered. (e) Except as disclosed hereinto be delivered to Buyer pursuant to this Agreement are or will be true, to Seller’s knowledgecorrect, Seller has received no notice during Seller’s period and complete copies of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part all of the Property being sold to Buyer. (f) Except as disclosed service contracts in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating effect with respect to the Property that would reasonably be expected to form as of the basis for the assertion date of any claim against the Seller under any Environmental Laws (defined below), or (ii) their delivery. Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to received any consent, decree, judgment or order written notice that it is in default under any Environmental Lawssuch service contract. 8.1.12 Seller is in compliance with all applicable anti-money laundering and anti-terrorist laws, relating regulations, rules, executive orders and government guidance, including the reporting, record keeping and compliance requirements of the Bank Secrecy Act, as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001, Title III of the USA PATRIOT Act (“Patriot Act”), and other authorizing statutes, executive orders and regulations administered by OFAC, and related Securities and Exchange Commission, SRO or other agency rules and regulations. 8.1.13 Neither Seller nor, to compliance withthe knowledge of Seller, or cleanup of Hazardous Materials any Person who controls Seller, is a prohibited country, territory, Person under any Environmental Laws economic sanctions program administered or maintained by OFAC. 8.1.14 Unless disclosed in writing to Buyer on the date hereof, neither Seller nor, to the knowledge of Seller, any Person who controls Seller, is (A) a Senior Foreign Political Figure (as those terms are defined in the Agreement for Environmental ConditionsPatriot Act). , (gB) Seller is not a foreign person or entity, an Immediate Family Member (as described defined in the Patriot Act) or a Close Associate of a Senior Foreign Investments Political Figure (as defined in Real Property Tax the Patriot Act, Section 1445 of the Code. (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope (C) controlled by a Senior Foreign Political Figure, or an Immediate Family Member or a Close Associate of Seller’s knowledge, but who shall not have any personal liability hereundera Senior Foreign Political Figure.

Seller’s Representations and Warranties. Seller represents makes the following representations and warrants warranties to Buyer Purchaser. These representations and warranties will be true and correct (i) on the date of this Agreement and (ii) on the Closing Date as follows:though made at and as of the Closing Date. All representations and warranties shall survive the Closing for the Limitation Period as provided below in this Section 19. (a) Seller has the full power and authority to execute and deliver this Agreement and all other documents or instruments that this Agreement obligates Seller to execute or deliver (collectively, the “Seller's Documents”) and to perform and carry out all covenants and obligations arising under this Agreement and the Seller's Documents. (b) Seller is a limited liability company duly incorporatedorganized, validly existing, and in good standing under the laws of the State of California Alabama and has the requisite power and authority to enter into this Agreement and into the Seller's Documents and to carry out the transactions contemplated by this Agreement. The person that signs this Agreement on behalf of Seller has, and any person that signs the Seller's Documents, on behalf of Seller, will have, full power and authority to execute, deliver, and perform its obligations under this Agreement and all instruments required to be delivered by Buyer hereunder. All requisite authorizing action has been taken by Buyer in connection with the execution and delivery of this bind Seller. (c) This Agreement and the consummation Seller's Documents do not and will not conflict with or contravene any provision of this transaction. (b) any present judgment, order, decree, writ, or injunction, or any provision of any currently applicable law or regulation affecting Seller. The conveyance of the Property and the execution, delivery and performance of this Agreement and the Seller's Documents by Seller will not (1) violate or conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation of any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict with, or result in the a breach of the provisions of, or constitute a default under, interfere with, or require consent pursuant to any material credit agreement, licenselease, permitindenture, mortgage, deed of trust, purchase agreement, guaranty, security agreement, or other instrument to which Seller is presently a party or is bound. (c) Except as disclosed herein, there is neither pending nor, to by which Seller or Seller’s knowledge, threatened against Seller, the Property, 's assets are bound or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation of the Property following the Closing, or (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under this Agreementaffected. (d) Except To the best of Seller’s actual knowledge, without any independent research or inquiry, Seller has good and marketable title to the Property free and clear of liens, security interests, or other encumbrances and restrictions of record except as disclosed in the Agreement for Environmental Conditions and as disclosed hereinTitle Commitment obtained pursuant to Section 7 of this Agreement. Seller has no actual knowledge of any claims of any other parties under any other leases, occupancy agreements, options, or rights of first refusal with respect to the Property. (e) To the best of Seller’s actual knowledge, Seller has received without any independent research or inquiry, there are no written notification from any governmental authority (i) that claims, causes of action or other litigation or proceedings pending or threatened in respect to the ownership or operation of the Property or any part thereof is (including disputes with mortgagees, governmental authorities, utilities, contractors, adjoining land owners or suppliers of goods or services), except for claims which are fully insured and as to which the insurer has accepted defense without reservation. As used in violation of this Agreement, including, but not limited to, this Section 19 and any applicable law, ordinance, rule, regulation, or judicial or administrative order or ruling, or (ii) that the condemnation of the Property is contemplated or being considered. (e) Except as disclosed hereinClosing Documents, “to Seller’s actual knowledge”, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions). (g) Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 of the Code. (h) For purposes hereof, the term “to Seller’s knowledge,” means ”, “to the present, actual knowledge of X.X. XxxxxxxxSeller”, President “to the best of Seller’s actual knowledge”, with no duty of due diligence or inquiry on “to the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope best of Seller’s knowledge” means the actual conscious knowledge of Xxxxxx Xxxxxx, in his capacity as Vice President, Systems, Advance Central Services, Inc., at the time that this Agreement is executed by Seller and Purchaser, and at the time of the Closing without any independent research or inquiry; it being understood that Xxxxxx Xxxxxx, in his capacity as Vice President, Systems, Advance Central Services, Inc., shall not be personally liable for any inaccurate or incomplete statement or information. Seller’s representations, warranties and covenants made in this Agreement, including, but who not limited to, in this Section 19 and in any of the Closing Documents, will survive the Closing for a period of four (4) months (the “Limitation Period”). Seller’s representations, warranties and covenants (and any cause of action resulting from a breach thereof) shall not automatically expire at the end of such Limitation Period unless Purchaser has made a claim in writing to Seller with respect thereto prior to the expiration of such Limitation Period (and commenced litigation with respect thereto within thirty (30) days after the expiration of such Limitation Period). No claim by Purchaser or its permitted assigns and successors for a breach of a representation, warranty or covenant of Seller shall be actionable or payable if the breach in question results from or is based on a condition, state of facts or other matter, which was actually known to Purchaser (either because Purchaser has discovered that a representation or warranty is untrue or Seller has disclosed to Purchaser by written notice that a representation or warranty is untrue) prior to the Closing. Notwithstanding the foregoing or anything contained in this Agreement to the contrary, Seller shall have no liability to Purchaser for a breach of any personal liability hereunderrepresentation, warranty or covenant made by Seller under this Agreement unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of the Limitation Period.

Seller’s Representations and Warranties. Seller represents represents, warrants and warrants covenants to Buyer as followsPurchaser that: (a) Seller is duly incorporated, validly existing, (i) has complete and in good standing under the laws of the State of California and has full power and authority to execute, deliver, and perform its obligations under execute this Agreement and all instruments required to be delivered by Buyer hereunder. All requisite authorizing action has been taken by Buyer convey to Purchaser good and marketable fee simple title to the Property, in connection accordance with the execution and delivery Paragraph 8 of this Agreement Agreement, which is free and clear of all liens, encumbrances and other exceptions to title except for the Permitted Title Exceptions, (ii) will execute and deliver such other documents, instruments, agreements, including but not limited to affidavits and certificates necessary to effectuate the transaction contemplated herein, and (iii) will take all such additional action necessary or appropriate to effect and facilitate the consummation of this transactionthe sale and purchase transaction contemplated herein. (b) The execution, delivery and performance of this Agreement by Seller will not (1) violate further sell, encumber, convey, assign or conflict with Buyer’s corporate power contract to sell, convey, assign, pledge, encumber or authority, (ii) to Seller’s knowledge, constitute a violation lease all or any part of any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict with, or result in the breach of the provisions of, or constitute a default under, any material agreement, license, permit, or other instrument to which Seller is a party or is bound. (c) Except as disclosed herein, there is neither pending nor, to Seller’s knowledge, threatened against Seller, the Property, nor restrict the use of all or any part thereof of the Property, nor take or cause to be taken any legal action, arbitration, administrative proceeding before action in conflict with this Agreement at any governmental authority, or investigation that could time between the Effective Date and (i) have a material adverse effect on Buyer or upon the use, value or operation of the Property following the Closing, or (ii) enjoin the earlier termination of this Agreement pursuant to its terms. Seller additionally hereby represents and warrants that no rights-of- first refusal or restrict similar agreements exist in connection with the right Property which would in any way interfere with Purchaser's ability to purchase the Property as provided herein, or ability which is in any way in contravention of Seller to perform its obligations.under the spirit and intent 6f this Agreement. (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, Seller has received no written notification from any governmental authority (i) that the Property or any part thereof is in violation of any applicable law, ordinance, rule, regulation, or judicial or administrative order or ruling, or (ii) that the condemnation of the Property is contemplated or being considered. (e) Except as disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions). (gc) Seller is not a "foreign person or entity, person" as described that term is defined in the Foreign Investments in Real Property Tax ActI.R.C., Section 1445 (F) (3), nor is the sale of the Property subject to any withholding requirements imposed by the Internal Revenue Code. (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledgeincluding, but who shall not have any personal liability hereunderlimited to, Section 1445 thereof.

Seller’s Representations and Warranties. Seller represents and warrants to Buyer Purchaser as of the date of this Agreement as follows: (a) 7.1.1 Seller has been duly incorporated under the laws of the State of Minnesota and is duly incorporated, validly existing, and in good standing under the laws of the State of California Texas, is duly qualified to transact business in the State of Texas, and has full the requisite power and authority to execute, deliver, enter into and perform its obligations under this Agreement and all the documents and instruments required to be executed and delivered by Buyer hereunderSeller pursuant hereto. All requisite authorizing action This Agreement has been taken duly executed and delivered by Buyer Seller and is a valid and binding obligation of Seller enforceable in connection accordance with the execution and delivery of this its terms. This Agreement and the consummation documents and instruments required to be executed and delivered by Seller pursuant hereto have each been duly authorized by all necessary corporate action on the part of this transaction. (b) The Seller and that such execution, delivery and performance of this Agreement by Seller does and will not (1) violate or conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute result in a violation of Seller's articles of incorporation or by-laws or any law, regulation, order, writ, judgment, injunction, order or decree applicable to Seller, of any court or (iii) to Seller’s knowledge, conflict with, or result in the breach of the provisions of, or constitute a default under, any material agreement, license, permit, or other instrument arbiter to which Seller is a party or is bound. (c) Except as disclosed herein, there is neither pending nor, to Seller’s knowledge, threatened against Seller, the Propertyparty, or any part thereof agreement to which Seller and/or any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation of the Property following the Closing, or (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under this Agreement. (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, Seller has received no written notification from any governmental authority (i) that the Property or any part thereof is in violation of any applicable law, ordinance, rule, regulation, or judicial or administrative order or ruling, or (ii) that the condemnation of the Property is contemplated bound or being consideredsubject. (e) Except as disclosed herein, to Seller’s knowledge, 7.1.2 Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess is not a "foreign person," "foreign partnership," "foreign trust," "foreign estate" or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws ("disregarded entity" as those terms are defined in the Agreement for Environmental Conditions). (g) Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 of the Internal Revenue Code. 7.1.3 Neither the entry into nor the performance of, or compliance with, this Agreement by Seller will result in any violation of, or default under, or result in the acceleration of, any obligation under the partnership agreements or articles of incorporation, as applicable, of Seller, or any existing mortgage indenture, lien agreement, note, contract, permit, judgment, decree, order, restrictive covenant, statute, rule or regulation applicable to Seller or the Property. 7.1.4 No party, other than Purchaser and EDC, has any right or option to acquire the Property. 7.1.5 Seller (hi) is not in liquidation or dissolution, (ii) has not made an assignment for the benefit of creditors or admitted in writing its inability to pay its debts as they mature, or (iii) has been adjudicated a bankrupt or filed a petition in voluntary bankruptcy or a petition or answer seeking reorganization or an arrangement with creditors under the federal bankruptcy laws or any other similar law or statue of the United States or any jurisdiction and, to knowledge of the Seller, no such petition has been filed against Seller. 7.1.6 To Seller's knowledge, there are no pending arbitration proceedings or unsatisfied arbitration awards, or judicial orders respecting awards, with respect to the Property. 7.1.7 No notice has been received by Seller from the insurance company that issued the casualty insurance policy covering the Property stating that any of such policy is not in full force and effect, will not be renewed or will be renewed only at a materially higher premium rate than is presently payable therefor. 7.1.8 No service contract will be binding upon Purchaser or the Property and all service contracts can be terminated upon thirty (30) days notice. 7.1.9 A list of the Licenses is annexed hereto as Schedule 1. To Seller's knowledge, all Licenses are in full force and effect, and Seller has not received any written notices of revocation of any Licenses. 7.1.10 There are no pending or, to Seller's knowledge, threatened condemnation affecting the Property or any improvement liens or special assessments to be made against the Property by any governmental authority. 7.1.11 Seller has not received any written notice of any violation from any governmental authority concerning the condition, use or occupancy of the Property or with respect to any encumbrance upon any Property which has not been corrected. 7.1.12 To Seller's knowledge, the only Warranties in effect for any of the Property are described on Schedule 2. 7.1.13 For purposes hereofthe purpose of this Section, the term “"Hazardous Substances" shall mean substances defined as a "hazardous waste", "hazardous substance", "toxic substance" or any word of similar import under any Environmental Laws, including, without limitation, oil, petroleum, or any petroleum derived substance or waste, asbestos or asbestos-containing materials, PCBs, explosives, radioactive materials, dioxins, or urea formaldehyde insulation. As used herein, "Environmental Laws" shall include, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. Section 9601, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., the Clean Air Act, 42 U.S.C. Section 7401, et seq., the Clean Water Act, 33 U.S.C. Section 1251, et seq., the Toxic Substance Control Act, 15 U.S.C. Section 2601, et seq., and the Occupational Safety and Health Act, 29 U.S.C. Section 651, et seq., as any of the preceding have been amended prior to Seller’s knowledge,” means the presentdate hereof, actual and any other federal, state, or local law, ordinance, regulation, rule, order, decision or permit relating to the protection of the environment or of human health from environmental effects of Hazardous Substances and which are applicable to any of the Property. To the knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on and except for those conditions specifically described in the part of such officer. Environmental Report, (i) Seller has reviewed not spilled or released any Hazardous Substances in, on or under any of the representations Property so as to impose liability or require remediation under any Environmental Law; (ii) Seller has no knowledge of any spill or release of Hazardous Substances in, on or under any of the Property; (iii) Seller has no material unpaid liability under, and warranties contained in this Section 9.1 Seller has caused no material violation of, any Environmental Laws; and (iv) Seller has no knowledge of any liability under or violation of any Environmental Laws or condition that could give rise to such liability or violation with respect to any of the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunderProperty.

Seller’s Representations and Warranties. Seller represents and warrants to Buyer as followsthat: (a) Seller is duly incorporated, validly existing, and is: (i) in good standing under and validly existing as a Delaware corporation, qualified to do business in the laws Commonwealth of Massachusetts, and (ii) has the State of California and has full power and authority to execute, deliver, and perform its obligations under do all things required of it by the terms of this Agreement and all instruments Agreement. (b) All internal approvals of Seller required to be delivered by Buyer hereunder. All requisite authorizing action has been taken by Buyer in connection with for the execution and delivery of this Agreement and the consummation of this transaction. (b) The execution, delivery and performance the transaction herein contemplated in accordance with the terms of this Agreement by Seller will not (1) violate or conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation of any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict with, or result in the breach of the provisions of, or constitute a default under, any material agreement, license, permit, or other instrument to which Seller is a party or is boundhave been obtained. (c) Except as disclosed herein, there is neither pending nor, to This Agreement has been duly and validly executed and delivered on behalf of Seller’s knowledge, threatened against Seller, the Property, or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation of the Property following the Closing, or (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under this Agreement. (d) Except as disclosed This Agreement and each and every document and instrument to be executed and delivered by Seller pursuant to this Agreement, when fully executed and delivered, shall constitute the valid and binding obligations of Seller, enforceable against Seller in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, Seller has received no written notification from any governmental authority (i) that the Property or any part thereof is in violation of any applicable law, ordinance, rule, regulation, or judicial or administrative order or ruling, or (ii) that the condemnation of the Property is contemplated or being consideredaccordance with their respective terms. (e) Except as disclosed hereinIt has not engaged any brokers, to Seller’s knowledgeagents, Seller has received no notice during Seller’s period of ownership that there finders or similar parties in connection with this transaction who are parties that may claim to adversely possess due any commissions or have any possessory rights in any part of the Property being sold to similar fees from Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions). (g) Seller is not a foreign person or entitywithin the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as described in amended. (g) Seller has not granted to anyone any right to occupy or lease the Foreign Investments in Real Property Tax Act, Section 1445 of Premises (except for Seller under the CodeLease). (h) For purposes hereofThe Premises is being conveyed subject to the Mortgage, but otherwise Seller is conveying the term “Premises (other than the Personal Property) free and clear of any liens, security interests, licenses, leases or other exceptions to Seller’s knowledge,” means title created by Seller or its affiliates (including, without limitation, any mechanics liens). (i) This purchase and sale is not a preference, and it will not render Seller insolvent or unable to pay its debts as they become due (excluding any debts or obligations to the presentextent arising from any failure of the Lender to consent to this transaction), actual knowledge of X.X. Xxxxxxxxand the Purchase Price represents fair market value for the Premises. The Premises, President including the Personal Property, does not represent all or substantially all of Seller's property. As of this date Seller in its corporate capacity does not owe, with no duty and as of due diligence or inquiry on the part closing will not owe, any delinquent taxes to the Commonwealth of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunderMassachusetts.

Seller’s Representations and Warranties. 4.1 The Parties have intensively discussed and negotiated if and to what extent the Sellers shall be liable for defects relating to the Shares, the Shareholder Loans or the business of the beta Group and have decided to depart from the statutory warranties regarding sold goods (gesetzliche Kaufgewahrleistung). Instead, they have agreed to replace the statutory system and provide for an independent catalogue of specific rights of the Purchaser individually agreed as set forth in this Clause 4. The representations and warranties of each Seller pursuant to this Clause 4.1 shall not constitute guarantees (Garantien) within the meaning of section 444 BGB, but shall constitute separate, independent obligations of a Seller and the scope and content of each representation and warranty of each Seller and any liability of a Seller arising hereunder shall be exclusively defined by the provisions of this Clause 4 and the remainder of this Agreement, which provisions form an integral part of the representations and warranties given by each Seller. 4.1.1 Subject to the limitations of liabilities and the explicit restrictions of certain legal rights, including certain caps agreed in this Agreement, each Seller severally represents and warrants to Buyer Purchaser in respect of itself and those Shares and Shareholder Loans sold by it hereunder only, by way of an independent guarantee (selbstandiges Garantieversprechen) pursuant to section 311 paragraph 1 BGB, that the statements set out in this Clause 4.1.1 are true and correct as follows: (a) Seller is duly incorporated, validly existing, and in good standing under the laws of the State date hereof as well as of California and the Closing Date. 4.1.1.1 Each Seller which is a legal person has the full corporate power and authority to execute, deliver, and perform its obligations under enter into this Agreement and to carry out the transactions contemplated hereby and such transactions have been duly authorised by all instruments required to be delivered by Buyer hereunder. All requisite authorizing necessary corporate action has been taken by Buyer in connection with the execution and delivery of this Agreement and the consummation of this transaction. (b) The execution, delivery and performance of this Agreement by Seller will not (1) violate or conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation of any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict with, or result in the breach of the provisions of, or constitute a default under, any material agreement, license, permit, or other instrument to which Seller is a party or is bound. (c) Except as disclosed herein, there is neither pending nor, to Seller’s knowledge, threatened against Seller, the Property, or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation of the Property following the Closing, or (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under this Agreement. (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, Seller has received no written notification from any governmental authority (i) that the Property or any part thereof is in violation of any applicable law, ordinance, rule, regulation, or judicial or administrative order or ruling, or (ii) that the condemnation of the Property is contemplated or being considered. (e) Except as disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions). (g) Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 of the Code. (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officerSeller. Each Seller which is a natural person is authorised and has reviewed capacity to enter <PAGE> -15- into this Agreement and to carry out the representations transaction contemplated hereby and, to the extent the same is required, the consent under section 1365 BGB is attached in Schedule 4. 1.1.1. This Agreement has been duly executed by or on behalf of each Seller and warranties contained constitutes its binding obligations. 4.1.1.2 There is no action, suit, investigation or proceeding pending against, or to each Seller's actual knowledge, as of the date hereof, threatened against or affecting, such Seller before any court or arbitrator or any governmental body, agency, official or other third party which in any manner challenges or seeks to prevent the transfer of the Shares or, where relevant, the Shareholder Loans. 4.1.1.3 The statements in Preamble (A) in respect of the Company are correct. 4.1.1.4 Each Seller is the owner of those Share(s) sold by it pursuant to Clause 2.1 or offered pursuant to the "CALL OPTION", and of that Shareholder Loan (if any) sold by it under Clause 2.3. On the Closing Date such Share(s) and Shareholder Loan will be unencumbered and free from any third parties' rights, subject to the Releases becoming effective and save only to the extent the survival or creation of third party rights is caused (in whole or in part) by Purchaser or its financing sources, in particular if Purchaser creates new third party rights. 4.1.1.5 The statements in Schedule B are true and correct. The Company holds those and only those direct and indirect participations in the beta Group Companies shown in Schedule B. Subject to the Releases becoming effective and save only to the extent the survival or creation of third party rights is caused (in whole or in part) by Purchaser or its financing sources, in particular if Purchaser creates new third party rights, there are no encumbrances or any other third party rights, including rights to subscribe for any new shares or interest, affecting such shares and interest in the beta Group Companies. 1.2 Subject to the limitations of liabilities and the explicit restrictions of certain legal rights, including certain caps agreed in this Section 9.1 with Agreement, each Active Manager severally represents and warrants to Purchaser by way of an independent guarantee (selbstandiges Garantieversprechen) pursuant to section 311 paragraph 1 BGB, that to the individual identified Best Knowledge of the respective Active Manager, the statements set out in Schedule 4.1.2 are true and correct as of the date hereof and no Active Manager is, to the Best Knowledge of the respective Active Manager, aware that they will not be true and correct as of the Closing Date as anticipated to occur on 3rd March 2006. "BEST KNOWLEDGE" of the respective Active Manager within the meaning of this Section 9.1(jAgreement shall mean the actual knowledge (Kennen) of the Active Managers as of the date hereof and the knowledge they could have had (Xxxxxx xxxxxx), who is named herein had the respective Active Manager observed the standard of care applicable to define the scope him taking account of Seller’s knowledge, but who shall not have any personal liability hereundertheir individual position and level of responsibility.

Seller’s Representations and Warranties. (a) Seller hereby represents and warrants to Buyer Purchaser, as followsof the date hereof, which representation and warranties shall also be true and accurate in all material respects on the Closing Date, that: (ai) Each of the tenants in common comprising the Seller is a New York limited liability company, duly incorporated, organized and validly existing, and in good standing existing under the laws of the State of California and New York. (ii) Seller has full all requisite power and authority authority, in accordance with applicable law, to execute, deliver, and perform its obligations under enter into this Agreement and all instruments required to be delivered by Buyer hereundercarry out the transactions contemplated hereby. All requisite authorizing action has been taken by Buyer in connection with the execution and delivery of this Agreement and the consummation of this transaction. (b) The execution, delivery and performance of this Agreement by Seller will not has been duly authorized and (1) does not violate any provision of, or conflict with Buyer’s corporate power require any filing, registration or authorityconsent or approval under any law, rule or regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Premises which has not been obtained; (ii2) to Seller’s knowledge, will not result in a breach of or constitute a violation default or require any consent under any indenture, lease, loan, credit agreement of Seller or any other instrument or agreement by which Seller may be bound or affected; and (3) will not cause Seller to be in default under any law, rule, regulation, order, writ, judgment, injunction, decree, determination or decree applicable to Selleraward, or any such indenture, lease, agreement or instrument. The person executing this Agreement on behalf of the Seller has been authorized and empowered to execute this Agreement of behalf of the Seller; (iii) The common charges and special or capital assessments currently payable for the Unit as of the date hereof, are specified on Page 1 hereof and all common charges and special (capital) assessment will be paid in full through the month in which the Closing occurs; (iv) Seller has not received a written notice of default by Seller or Tenant under the Declaration that relates to the Unit and remains uncured; Seller has not delivered to the Board of Managers or the managing agent of the condominium a notice of default by the Board of Managers or the managing agent for the condominium under the Declaration; to Seller’s knowledge, conflict with, or result no defaults by Tenant have occurred and are continuing under the Declaration. (v) Seller is not a “foreign person” as defined in the breach Section 1445 of the provisions ofInternal Revenue Code of 1986, as amended, and the regulations promulgated thereunder; (vi) There is no litigation currently pending or constitute a default underto the best of Seller's knowledge, any material agreementthreatened in writing, license, permit, or other instrument to which Seller is a party or is bound.which would affect the transfer of Premises to the Purchaser; (cvii) Except The Seller, as disclosed hereina unit owner in the Condominium, there as of the date hereof, has not received any written notice from the Condominium or the managing agent of the Condominium to the Unit Owners concerning changes in common charges and/or special assessments; (viii) The Seller has delivered to the Purchaser or its attorneys true and complete copies of the existing Lease (including any amendments); (ix) The Rent Roll for the Tenant, attached hereto as Exhibit B is neither pending noraccurate in all material respects. The Seller, as landlord, has not received any written notice of default from the Tenant as to the landlord’s obligations under the Lease, which remain uncured. To the best of Seller’s knowledge, except as reflected on the Rent Roll, all Tenant is in possession, and the Tenant has not sublet or assigned their leased premises. As of the date hereof, the Seller has not received from the Tenant any written notice of default under the Lease, which remains uncured. As of the date hereof, to Seller’s knowledge, threatened against Sellerneither the Seller nor the Tenant is in default under the Lease. Seller has not delivered to the Tenant a written notice of default by the Tenant under the Lease, which remains uncured; (x) There have been no prepayments of rents and additional rents by the Property, or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation of the Property following Tenant except those which will be adjusted at the Closing, ; from and after the date hereof the Seller shall not collect rent more than thirty (30) days in advance for the Tenant; the Tenant has not been given any concessions or (ii) enjoin or restrict free rent for the right or ability rental of Seller to perform its obligations.under this Agreement.their leased premises which would be binding on the Purchaser from and after the Closing Date; (dxi) Except There shall not be any brokerage commissions due and owing as disclosed in to the Agreement for Environmental Conditions and as disclosed hereinexisting Lease, to Seller’s knowledge, Seller has received no written notification from any governmental authority (i) that the Property or any part thereof is in violation of any applicable law, ordinance, rule, regulation, or judicial or administrative order or ruling, or (ii) that the condemnation of the Property is contemplated or being considered. (e) Except as disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition which would be binding on the Property or facts or circumstances relating to Purchaser after the Property that would reasonably be expected to form the basis for the assertion Closing. All tenant improvements required of any claim against the Seller under any Environmental Laws the Lease, as of the date hereof, have been completed and there are no outstanding tenant improvement allowances provided for under the Lease; (defined below), xii) All bills and claims for labor performed and materials furnished at the request of the Seller or (ii) Seller has not entered into, agreed its agents or employees to or to Seller’s knowledge, been subjected to any consent, decree, judgment for the benefit of the Premises will be paid in full by the Seller on or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in before the Agreement for Environmental Conditions).Closing Date; (gxiii) Seller is not a foreign person or entity, as entity described in the Foreign Investments in Real Property Tax Act, Section 1445 by Sec. 1 of the Code.Executive Order (No. 13,224) Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, 66 Fed. Reg. 49,079 (Sept. 24, 2001); (hxiv) For purposes hereof, There are no service contracts for the term Premises that will be binding on the Purchaser from and after the Closing Date. There are no employees for the Premises that the Purchaser shall be required to hire or retain from and after the Closing Date; (xv) Seller has not received notice of pending or threatened condemnation proceedings; and (xvi) No options or rights of first refusal or other rights to acquire the Premises exist. The above representations of Seller in this Section 21 shall survive the Closing for a period of one hundred fifty (150) days (the “Survival Period”) except there shall be no Survival Period after the Closing as to any material breach of Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained to which the Purchaser had knowledge on or prior to the Closing Date. Seller may modify or update any representation or warranty in this Section 9.1 Agreement to correct any mistake and/or to reflect any matter which arises subsequent to the date of this Agreement; provided, however, to the extent such modification or update evidences a change in any such representation or warranty that is "material" (as defined in this Section), then Purchaser’s sole remedy shall be to terminate this Agreement on or prior to the Closing Date. If Purchaser has knowledge of any matter which Purchaser claims would give rise to a right of Purchaser to terminate this Agreement pursuant to the terms hereof, Purchaser shall notify Seller in writing of such matter within the earlier of: (i) ten (10) business days of learning of same or (ii) the Closing Date, failing which any rights of Purchaser or obligation of Seller under this Agreement regarding such matter shall be waived. Purchaser’s notice shall include a reasonable estimate of the amount by which the damages arising from the alleged matter exceeds the materiality threshold as defined below (the “Breach Amount”), provided that such matter is susceptible to a reasonable estimation of damages. Seller shall have the right, but not the obligation, to attempt to cure such matter (but no such attempt shall constitute an acknowledgement or agreement that Purchaser has any right not to perform hereunder) or to credit Purchaser with the individual identified Breach Amount. In connection with Seller’s election to attempt to cure such matter, Seller shall have until the date that is the later of the originally scheduled Closing Date or sixty (60) days from the date of Purchaser’s notice to attempt to effectuate such cure and, at Seller’s option, the Closing Date shall be extended to such sixtieth (60th) day (or any earlier business day) after Purchaser's notice to permit such cure by Seller, provided that if Seller makes such election, Seller shall thereafter use commercially reasonable efforts to effect such cure as soon as reasonably practicable thereafter, and Purchaser shall be entitled to Close on or about such earlier date as such cure is completed. For the purposes of this Agreement, "material" shall mean any state of facts, taken alone or together with all other material untruths or inaccuracies and all such covenants and obligations with which Seller has not materially complied, the restoration of which to the condition represented or warranted by Seller under this Agreement, or the cost of compliance with which, would cost in this Section 9.1(jexcess of Twenty Five Thousand Dollars ($25,000), who is named herein to define the scope . Any survival of Seller’s knowledgerepresentation and warranties shall automatically be null and void unless, but who within thirty (30) days after the end of the Survival Period, the Purchaser shall have asserted in writing a specific claims as to such material breach of Seller’s representations and Purchaser’s notice of such material breach shall include a reasonable estimate by which the damages arising from the alleged matter exceeds the materiality threshold of $25,000, provided that any such matter is susceptible to a reasonable estimate of damages. The Seller, in any event, shall not have any personal liability hereunderas to any breach of representation and warranties in excess of $350,000 and any such liability for damages shall not include any consequential damages.

Seller’s Representations and Warranties. Seller represents SELLER makes the following --------------------------------------- representations and warrants warranties to Buyer as followsPURCHASER: (a) Seller SELLER is duly incorporatedthe owner of all right, validly existing, title and interest in good standing under the laws of the State of California Property and has full the absolute right, power and authority to executesell, deliver, transfer and perform its obligations under this Agreement and all instruments required assign the Property to be delivered by Buyer hereunderPURCHASER. All requisite authorizing action (corporate, trust, partnership, or otherwise) has been taken by Buyer the SELLER in connection with entering into this Agreement, the instruments referred to herein, and the consummation of the transactions contemplated herein. No further consent of any partner, shareholder, creditor, investor, judicial or administrative body, governmental authority, or other party is required. (b) The persons executing this Agreement and the instruments referred to herein on behalf of the SELLER and the partners, officers, or trustees of the SELLER, if any, have the legal power, right, and actual authority to bind the SELLER to the terms and conditions of this Agreement. (c) This Agreement and all documents required to be executed by the SELLER are and shall be valid, legally binding obligations of and enforceable against the SELLER in accordance with their terms. (d) Neither the execution and delivery of this Agreement and documents referred to herein, nor the incurring of the obligations set forth herein, nor the consummation of this transaction. (b) The executionthe transactions herein contemplated, delivery and performance nor compliance with the terms of this Agreement by Seller will not (1) violate or and the documents referred to herein conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation of any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict with, or result in the material breach of the any terms, conditions, or provisions of, or constitute a default underunder any bond, any material agreement, license, permitnote, or other instrument evidence of indebtedness, or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease, or other agreements or instruments to which Seller the SELLER is a party or is boundaffecting the Property. (ce) Except as disclosed hereinThe SELLER represents and warrants that, to the best of SELLER'S knowledge and belief, there is neither pending nor, to Seller’s knowledge, threatened against Seller, the Property, or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could is: (i) have a material adverse effect on Buyer No current or upon the use, value proposed action by any governmental body to condemn or operation acquire through eminent domain any portion of the Property following the Closing, or Property; (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under this Agreement. (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, Seller SELLER has received no written notification notice from any governmental authority (i) body that the Property or any part thereof is in violation of any applicable law, ordinance, rule, ordinance or regulation, nor does SELLER know of any facts which constitute a violation; and (iii) There is no litigation pending or judicial threatened against SELLER or administrative order or ruling, or (ii) any other facts known to SELLER that would have any material adverse impact on the condemnation value of the Property is contemplated or being considered. (e) Except as disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights prevent SELLER from engaging in any part of the Property being sold to Buyerthis transaction. (f) Except as disclosed The information contained in the Agreement for Environmental Conditions recitals is true and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions)correct. (g) Seller is The SELLER represents that, to the best of SELLER'S knowledge and belief but without undertaking any inspection, no Hazardous Substance has been placed , stored, spilled, leaked, released or in any way allowed to contaminate the Property during SELLER'S ownership of the Property. The SELLER further represents and warrants that during the term of SELLER'S ownership of the Property, SELLER has not a foreign person placed, stored, spilled, leaked, or entityreleased any Hazardous Substance on the Property. Hazardous Substance shall be defined, for purposes of this Agreement, as described in any hazardous, toxic, infectious or radioactive substance, waste or material as defined or listed by any Environmental Law and shall include, without limitation, petroleum oil and its fractions. Environmental Law shall be defined, for purposes of this Agreement, as any federal, state or local statute, regulation or ordinance or any judicial or other governmental order pertaining to the Foreign Investments in Real Property Tax Actprotection of health, Section 1445 of safety or the Code.environment (h) For purposes hereofThe SELLER is the legal and beneficial fee simple titleholder of the Property and has good, marketable, and insurable title to the term “to Seller’s knowledge,” means Property, free and clear of all liens, encumbrances, claims, covenants, conditions, restrictions, easements, rights of way, options, judgments, or other matters, except as disclosed by the presentpreliminary title report. There shall be no change in the ownership, actual knowledge operation, or control of X.X. Xxxxxxxx, President the SELLER from the date of Seller, with no duty of due diligence or inquiry on this Agreement until the part of such officer. Seller has reviewed the Closing Date. (i) The SELLER'S representations and warranties contained in this Section 9.1 herein are true and accurate, and are not misleading. The SELLER'S representations and warranties contained herein shall be continuing and shall be true and correct as of the Closing Date with the individual identified same force and effect as if remade by the SELLER in this Section 9.1(j), who is named a separate certificate at that time. The SELLER S representations and warranties contained herein to define shall survive the scope close of Seller’s knowledge, but who escrow and shall not have merge into the deed and the recordation of the deed in the official records. SELLER agrees to indemnify, defend, protect and hold harmless PURCHASER from and against any personal liability hereunderclaims, demands, lawsuits, liabilities, costs and expenses (including attorney's fees) arising out of any inaccuracy in or breach of any representation or warranty of SELLER under this Paragraph 9, provided that a claim by PURCHASER arising from breach of representation or warranty under this Paragraph 9 shall be barred unless PURCHASER gives SELLER notification of such claim within one year following the closing date.

Seller’s Representations and Warranties. Seller represents In consideration of Buyer’s entering into this Agreement and warrants as an inducement to Buyer as followsto purchase the Real Property from Seller, Seller makes the following representations and warranties to Buyer: (a) Seller is duly incorporated, validly existing, a limited liability company organized and in good standing under the laws of the State of California Delaware and is qualified and in good standing in the Commonwealth of Virginia. Seller has full the legal right, power and authority to execute, deliver, and perform its obligations under enter into this Agreement and all instruments required to be delivered by Buyer hereunder. All requisite authorizing action has been taken by Buyer in connection with consummate the execution and delivery of this Agreement transactions contemplated hereby, and the consummation of this transaction. (b) The execution, delivery and performance of this Agreement have been duly authorized and no other action by Seller will not is requisite to the valid and binding execution, delivery and performance of this Agreement, except as otherwise expressly set forth herein. (1b) violate or conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation of any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict with, or result in the breach of the provisions of, or constitute a default under, any material agreement, license, permit, or other instrument There is no agreement to which Seller is a party or is boundto Seller’s Actual Knowledge binding on Seller which would prevent Seller from consummating the transaction contemplated by this Agreement. (c) Except as disclosed herein, there Seller is neither pending nor, to Seller’s knowledge, threatened against Seller, not a “foreign person” within the Property, or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (imeaning of Section 1445(f) have a material adverse effect on Buyer or upon the use, value or operation of the Property following Internal Revenue Code of 1986, as amended (the Closing, or (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under this Agreement“Code”). (d) Except To Seller’s Actual Knowledge, except as disclosed on Schedule 4 attached hereto, Seller has not received written notice from any governmental agency of any currently pending condemnation proceedings relating to the Property. (e) Seller has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or received written notice of the filing (or written notice of any threatened filing) of any involuntary petition by Seller’s creditors, or (iii) received written notice of the appointment of a receiver to take possession of all, or substantially all, of Seller’s assets. (f) To Seller’s Actual Knowledge, except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledgeSchedule 4 attached hereto, Seller has received no written notification notice from any governmental authority (i) agency that the Property or any part the use and operation thereof is in violation of violate any applicable federal, state or municipal law, statute, code, ordinance, rule, regulation, rule or judicial or administrative order or ruling, or regulation (ii) that the condemnation of the Property is contemplated or being considered. (e) Except as disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances including those relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined belowenvironmental matters), or (ii) Seller has not entered into, agreed except with respect to or such violations as have been fully cured prior to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions)date hereof. (g) To Seller’s Actual Knowledge, except as disclosed on Schedule 4 attached hereto, except with respect to slip and fall and similar claims or matters covered by Seller’s commercial liability insurance policy, Seller is has not a foreign person received service of process with respect to any litigation that has been filed against Seller (and has not received written notice of any threatened litigation sent by any potential claimant or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 its counsel) that arises out of the Codeownership or operation of the Property and would materially affect the Property or the use thereof, or Seller’s ability to perform hereunder. (h) For purposes hereofTo the Seller’s Actual Knowledge, neither Seller nor any of its respective affiliates or constituents, is or will be (a) conducting any business or engaging in any transaction or dealing with any person appearing on the term U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) list of restrictions and prohibited persons (“Prohibited Person”) (which lists can be accessed at the following web address: xxxx://xxx.xxxxxxx.xxx/offices/enforcement/ofac/), including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Prohibited Person; (b) dealing in, or otherwise engaging in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224 dated September 24, 2001, relating to “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism”; or (c) engaging in or conspiring to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempting to violate, any of the prohibitions set forth in any U.S. anti-money laundering law. (i) Seller does not hold “plan assets” within the meaning of the Department of Labor regulations located at 29 C.F.R Section 25103.3-101, as modified by Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended. (j) Seller has delivered to Buyer correct and complete (in all material respects) copies of the Leases. The schedule of Leases listed on Exhibit C-3 attached hereto is a list of all of the Leases currently affecting the Real Property entered into by Seller or assumed by Seller and to Seller’s knowledge,” means Actual Knowledge, are all the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on Leases currently affecting the part of such officerReal Property. Seller has reviewed not received from any tenant (nor delivered to any tenant) under the Leases written notice of a current default under the Leases which default has not been cured. The Rent Roll attached hereto as Exhibit K is the most recent rent roll relied upon by Seller in the operation of the Real Property. The Rent Roll that Seller shall deliver at Closing pursuant to Section 6.1 hereof is the Rent Roll that Seller uses in the ordinary course of operating the Real Property. Except as set forth on Schedule 2 attached hereto, to Seller’s Actual Knowledge, there are no security deposits, letters of credit or other refundable deposits or prepaid rents being held by Seller pursuant to the Leases. Except as disclosed in Schedules 1-1 and 1-2 attached hereto, to Seller’s Actual Knowledge, (i) there are no outstanding tenant improvement allowances owed by the Seller or tenant improvement obligations of the Seller in connection with the current terms of the Leases; and (ii) there are no leasing or brokerage commissions (or unpaid installments thereof) with respect to any Lease (including renewals, extensions or expansions in connection therewith which have been exercised) which are outstanding. Notwithstanding the foregoing or anything stated to the contrary in this Agreement, upon delivery to Buyer of an executed Tenant Estoppel Certificate that confirms the accuracy of any of the representations and warranties contained in this Section 9.1 with clause (j) as to the individual identified Lease referenced in such Tenant Estoppel Certificate, such confirmed representations and warranties set forth in this Section 9.1(jclause (j), who as to such Lease (but not as to any of the other Leases), shall automatically, without any further action by Seller or Buyer, be void, and shall no longer be of any force or effect. (k) Seller has delivered to Buyer correct and complete (in all material respects) copies of all Contracts which will survive Closing (for the avoidance of doubt, a contract containing a “tail obligation” is named herein deemed a contract which will survive the Closing) and be binding on Buyer or the Property, and Seller has not received from any counterparty to define the scope such Contracts (nor delivered to any counterparty) under such Contracts written notice of Seller’s knowledge, but who shall a current default which default has not have any personal liability hereunderbeen cured.

Seller’s Representations and Warranties. 1. The Seller represents and warrants to Buyer as followsthe Purchaser that: (a) a. The Seller has full legal authority to enter into and exercise its obligations under this Agreement. b. The Seller is duly incorporatedincorporated or continued, validly existing, and in good standing under the laws of the State of California Delaware and has full power and all requisite authority to executecarry on business as currently conducted. c. The Seller, deliverGuuf LLC, has all necessary corporate power, authority, and perform its obligations under capacity to enter into this Agreement and all instruments required to be delivered by Buyer hereundercarry out its obligations. All requisite authorizing action The member of the Seller has been taken by Buyer in connection with unanimously authorized the execution and delivery of this Agreement and the consummation of this transaction. (b) The Company’s execution, delivery and performance of this Agreement by and the consummation of the sale, assignment and transfer of the Assets. d. The Seller is the absolute beneficial owner of the Assets, with good and marketable title, free and clear of any liens, charges, encumbrances or rights of others. The Seller is exclusively entitled to possess and dispose of the Assets. At Closing, Seller will not have and will transfer to Purchaser good and marketable title to all of the Assets, free and clear of any liens, charges, encumbrances or rights of others. e. The Seller is domiciled in the United States of America for the purposes of the Internal Revenue Code. f. The Assets, while owned by the Seller, have been maintained at all times in accordance with standard industry practice. The Seller further warrants that all tangible assets are in good working order. g. This Agreement has been duly executed and delivered by the Seller and constitutes a legal and binding obligation of the Seller. h. The Assets being sold, assigned and transferred to Purchaser hereby constitute all of the assets, properties and rights required for the Purchaser to conduct and operate the business of the Seller as it is presently conducted. i. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby will (1a) violate any laws to which Seller is subject or conflict with Buyer’s corporate power any provision of the certificate of formation, operating agreement or authority, (ii) to Seller’s knowledge, constitute a violation any other organizational document of any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, Seller or (iiib) to Seller’s knowledge, conflict with, or result in the a breach of the provisions of, or constitute a default under, result in the acceleration of, create in any material agreementparty the right to accelerate, licenseterminate, permitmodify, or other instrument cancel, or require any notice under any contract to which Seller is a party or is boundparty. j. Seller is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company, including a copy of Purchaser’s registration statement on Form S-1 dated February 1, 2016 (cSEC Registration No. 300-000000) Except to reach an informed and knowledgeable decision to accept the Shares as disclosed herein, there partial consideration for sale of the Assets hereunder. k. Seller is neither pending nor, to Selleracquiring the Shares for investment for the undersigned’s knowledge, threatened against Seller, the Propertyown account only and not with a view to, or for resale in connection with, any part “distribution” thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon within the use, value or operation meaning of the Property following Securities Act of 1933, as amended (the Closing, or (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under this Agreement. (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, Seller has received no written notification from any governmental authority (i) that the Property or any part thereof is in violation of any applicable law, ordinance, rule, regulation, or judicial or administrative order or ruling, or (ii) that the condemnation of the Property is contemplated or being considered. (e) Except as disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below“Securities Act”), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Lawsapplicable provision of state law. l. The undersigned understands that the Shares have not been registered under the Securities Act. m. The undersigned will not sell, relating assign, pledge, give, transfer, encumber, hypothecate or otherwise dispose of the Shares (collectively, a “Transfer”) except as provided herein. Any Transfer of the Shares shall be void unless the provisions of this Agreement are satisfied. n. Seller understands that the Shares are characterized as “restricted securities” under the Securities Act inasmuch as they are being acquired in a transaction not involving a public offering and that, under the Securities Act and applicable regulations thereunder, such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, the undersigned represents that the undersigned is familiar with Rule 144 as promulgated under the Securities Act and as presently in effect, and understands the resale limitations imposed thereby and by other applicable provisions of the Securities Act. The undersigned understands that the Company is under no obligation to compliance withregister any of the Shares. o. Seller acknowledges that the stock certificate evidencing the Shares, or cleanup of Hazardous Materials under any Environmental Laws shall bear the following legend (as those terms are defined in well as any legends required by applicable state securities laws): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF, UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” p. The Seller warrants to the Agreement for Environmental Conditions). (g) Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 Purchaser that each of the Code. (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with made by it are accurate and not misleading at the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunderClosing Date.

Seller’s Representations and Warranties. Each Seller hereby represents and warrants to Buyer as of the date hereof as follows: (a) Each Seller is duly incorporatedhas all requisite corporate, validly existing, and in good standing under the laws of the State of California and has full partnership or limited liability company power and authority authority, as the case may be, to execute, deliver, and perform its obligations under enter into this Agreement and all instruments required to be delivered consummate the transactions contemplated by Buyer hereunderthis Agreement. All requisite authorizing action has been taken by Buyer in connection with the The execution and delivery of this Agreement and the consummation of this transactionthe transactions contemplated hereby have been duly authorized by all necessary corporate, partnership or limited liability company, as the case may be, action on the part of each Seller. This Agreement has been duly executed and delivered by Seller, and constitutes a valid and binding obligation of each Seller, enforceable against each Seller in accordance with its terms. (b) Each Seller is a corporation, limited partnership or limited liability company validly existing and in good standing under the laws of the jurisdiction of its organization. Each Seller has full corporate, partnership or limited liability company power and authority to carry on the business in which it is engaged. The execution, execution and delivery and performance of this Agreement do not, and the consummation by each Seller of the transactions contemplated hereby will not (1) violate not, result in a breach or conflict with Buyer’s corporate power or authority, (ii) to default under any Seller’s knowledge, constitute a violation of any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict with, or result in the breach of the provisions of, or constitute a default under, any material agreement, license, permit, or other instrument to which Seller is a party or is boundgoverning instruments. (c) Except as disclosed hereinNo Seller has any liability or obligation to pay any fees or commissions to any broker, there is neither pending nor, finder or agent with respect to Seller’s knowledge, threatened against Seller, the Property, or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation of the Property following the Closing, or (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under transactions contemplated by this Agreement, other than any amounts required to be paid by Sellers to UBS Investment Bank and CB Rxxxxxx Xxxxx, which shall be the sole responsibility of Sellers. (d) Except as disclosed in for consents and approvals already obtained, no consent or approval of any Person is required with respect to the execution and delivery of this Agreement for Environmental Conditions and as disclosed herein, to by any Seller or the consummation by any Seller of the transactions contemplated hereby or the performance of any Seller’s knowledge, Seller has received no written notification from any governmental authority (i) that obligations under the Property or any part thereof is in violation of any applicable law, ordinance, rule, regulation, or judicial or administrative order or ruling, or (ii) that the condemnation of the Property is contemplated or being consideredAgreement. (e) Except as disclosed herein, to Seller’s knowledge, LLC Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part legally and beneficially owns 100% of the Property being sold to Buyer. (f) Except as disclosed issued and outstanding equity interests in the Agreement for Environmental Conditions LLC, free and as disclosed hereinclear of any liens, (i) to Seller’s knowledgeclaims and encumbrances. Upon consummation of the transactions contemplated hereby, there is no Environmental Condition on the Property or facts or circumstances relating Buyer shall acquire good and valid title to the Property that would reasonably be expected to form LLC Interests and the basis for personal property included in the assertion Purchased Assets, free and clear of any claim against the Seller under any Environmental Laws (defined below)liens, or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions)claims and encumbrances. (g) Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 of the Code. (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunder.

Seller’s Representations and Warranties. Seller represents and warrants to Buyer Purchaser as follows:follows (which representations and warranties shall be true and correct as of the date hereof and as of the Closing Date): (a) At the Closing, Seller will convey or cause to be conveyed to Purchaser good and indefeasible fee simple title to the Property, subject only to the Permitted Exceptions, in accordance with Section 3.1 hereof. All Personal Property located on the Land is owned by Seller. (b) Seller is duly incorporated, validly existing, organized and in good standing legally existing under the laws of the State of California its incorporation and has full power and authority is duly qualified to execute, deliver, and perform its obligations under this Agreement and all instruments required to be delivered by Buyer hereunderdo business in the State of Texas. All requisite authorizing action has been taken by Buyer in connection with the The execution and delivery of, and Seller's performance under, this Agreement are within Seller's powers and shall have been duly authorized by all requisite corporate action prior to the Closing Date. The person executing this Agreement on behalf of Seller has the authority to do so. This Agreement constitutes the legal, valid and binding obligation of Seller enforceable in accordance with its terms. Performance of this Agreement and the consummation of this transaction. (b) The execution, delivery and performance of this Agreement by Seller will not (1) violate or conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation of result in any law, regulation, order, writ, judgment, injunctionbreach of, or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict withconstitute any default under, or result in the breach imposition of any lien or encumbrance upon the provisions of, or constitute a default Property under, any material agreement, license, permit, agreement or other instrument to which Seller is a party or is by which Seller or the Property might be bound. (c) Except as disclosed hereinset forth in the Title Commitment, to the actual knowledge of Seller, there is neither are no existing or pending norlitigation actions, or claims, with respect to the Property nor to Seller’s 's actual knowledge, have any such actions, suits, proceedings or claims been threatened against or asserted. Furthermore, Seller has not received any notice of any existing, pending or threatened litigation actions or claims with respect to the Property. (d) No portion of any other tract of real property is used by Seller, whether pursuant to a written agreement or otherwise, which is necessary for the full use and enjoyment of the Property. (e) Seller and AID are in sole and exclusive possession of the Property, and there are no leases, licenses, or rental agreements for the occupancy or use of all or any portion of the Property. (f) No person, firm, corporation or other entity (other than the Purchaser hereunder) has any right or option to acquire the Property, or any part thereof thereof, from Seller. (g) There are no maintenance, repair, service, pest control or other contracts pursuant to which services or goods are provided to the Property (collectively, the "SERVICE CONTRACTS") which are delinquent or that are not terminable by Seller without penalty after no more than thirty (30) days' notice. Seller acknowledges and agrees that Purchaser shall not be obligated to assume any legal actionService Contracts at Closing; provided, arbitrationhowever, administrative proceeding before any governmental authority, or investigation that could Seller and/or AID may continue to maintain the Service Contracts following the Closing in connection with its continued occupancy of the Property under the Lease. (h) There are no leases covering the Personal Property. (i) have a material adverse effect on Buyer Seller has not received, with respect to the Property, any notice from any insurance company, governmental agency or upon the useany other party of, value nor, to Seller's actual knowledge, are there any facts or operation of circumstances which could give rise to, (i) any condition, defect, or inadequacy affecting the Property following the Closingthat, if not corrected, would result in termination of insurance coverage or increase its cost, (ii) enjoin any violation of any restrictive covenant or restrict deed restriction affecting the right Property and any building codes and/or zoning ordinances or ability other Governmental Requirements (as defined in Section 4.1 (n)(i)(5) hereof), (iii) any pending or threatened condemnation proceedings, and (iv) any proceedings that could or would cause the change, redefinition, or other modification of Seller the zoning classification, or of other legal requirements, applicable to perform its obligations.under this Agreement. (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, Seller has received no written notification from any governmental authority (i) that the Property or any part thereof is in violation of any applicable law, ordinance, rule, regulationthereof, or judicial any property adjacent to the Property. To Seller's actual knowledge, there does not exist any court order, building code provision, deed restriction or administrative order restrictive covenant (recorded or rulingotherwise) or other private or public limitation, which might in any way impede or (ii) that adversely affect the condemnation use of the Property is contemplated or being consideredby Purchaser as a warehouse, office and manufacturing complex. (ej) Except as disclosed hereinTo Seller's actual knowledge, the Improvements and the Personal Property (including all mechanical systems servicing the Improvements) are in proper operating condition, free from any material physical or mechanical defect and fully usable for their intended purpose. (k) To Seller's actual knowledge, all water, sewer, electric, natural gas, telephone, drainage facilities and other utilities, to the extent available and required for the current use of the Property, are installed to the Property, are connected with valid permits, comply with all Governmental Requirements and are adequate to service the Property for its intended use. To Seller’s 's actual knowledge, Seller has received no notice during Seller’s period of ownership that there all utilities lines servicing the Property are parties that may claim to adversely possess or have any possessory rights in any part located either within the boundaries of the Property being sold or within lands dedicated to Buyerthe public use, or within recorded easements for such purpose and are serviced and maintained by the appropriate public or quasi-public entity. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions). (gl) Seller is not a "foreign person or entityperson" within the meaning of Sections 1445 and 7701 the Internal Revenue Code of 1986, as described in amended (hereinafter, the Foreign Investments in Real Property Tax Act, Section 1445 of the Code"CODE"). (hm) For purposes hereof, the term “to To Seller’s knowledge,” means the present, 's actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who no commitments have been made to any governmental authority, utility company, school board, church or other religious body, or any homeowners or homeowners' association, or any other organization, group or individual, relating to the Property which would impose an obligation upon Purchaser or its successors or assigns to make any contribution or dedications of money or land or to construct, install or maintain any improvements of a public or private nature on or off the Property. To Seller's actual knowledge, no governmental authority has imposed any requirement that any developer of the Property pay directly or indirectly any special fees or contributions or incur any expenses or obligations in connection with any development of the Property or any part thereof. The provisions of this subparagraph shall not have apply to any personal liability hereunderregular or nondiscriminatory local real estate or school taxes assessed against the Property.

Seller’s Representations and Warranties. Subject to the limitations set forth in Paragraph 16.1, Seller hereby represents and warrants to Buyer Purchaser, which representations, warranties and covenants are made to Seller's knowledge and which shall be deemed repeated and made as of the Closing Date and survive the Closing for a period of six (6) months after the Closing Date (i.e., the claiming party shall have no right to make any claims against the other party for a breach of a representation or warranty after the earlier of the preceding dates), as follows: (a) Seller is duly incorporated, validly existing, organized and legally existing and in good standing as a limited partnership under the laws of the State of California and has full power and authority to execute, deliver, and perform its obligations under this Agreement and all instruments required to be delivered by Buyer hereunderIllinois. All requisite authorizing action has been taken by Buyer in connection with the The execution and delivery of, and performance under, this Agreement are within Seller's powers and have been duly authorized by all requisite partnership action. The person executing this Agreement on behalf of Seller has the authority to do so. This Agreement constitutes the legal, valid and binding obligation of Seller enforceable in accordance with its terms, subject to equitable principles and laws applicable generally to creditor's rights. Performance of this Agreement and the consummation of this transaction. (b) The execution, delivery and performance of this Agreement by Seller will not (1) violate or conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation of result in any law, regulation, order, writ, judgment, injunctionbreach of, or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict withconstitute any default under, or result in the breach imposition of a lien or encumbrance on the provisions of, or constitute a default Property under, any material agreement, license, permit, agreement or other instrument to which Seller is a party or by which Seller or the Property might be bound. To Seller's knowledge, there is boundno other person or entity who has an ownership interest in the Property or whose consent is required in connection with Seller's performance of its obligations hereunder which consent has not been obtained. (b) There is no pending or threatened litigation or administrative proceedings which would adversely affect the ability of Seller to perform any of its obligations hereunder. No consent or approval of any person or entity or of any governmental authority is required with respect to the execution and delivery of this Agreement by Seller or the consummation by Seller of the transactions contemplated hereby or the performance by Seller of its obligations hereunder. (c) Except as disclosed herein, there is neither pending nor, to Seller’s knowledge, threatened against Seller, the Property, or There are no parties in possession of any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation of the Property following other than tenants pursuant to the Closing, or (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under this AgreementRent Roll listed on Exhibit M hereto. (d) Except as disclosed There is no pending or threatened condemnation or similar proceeding affecting any of the Property or interest therein. (e) There is no proceeding or threatened action or proceeding which could result in a modification or termination of the Agreement for Environmental Conditions and as disclosed hereinpresent zoning of the Property. (f) There is no action, suit or proceeding pending or threatened against or affecting Seller in any court, before any arbitrator or before or by any Governmental Authority which (a) could adversely affect title to Seller’s knowledge, Seller has received no written notification from any governmental authority (i) that the Property or any part thereof or the use of the Property by Purchaser or otherwise affect the Property in any way, (b) in any manner raises any question affecting the validity or enforceability of this Agreement or any other agreement or instrument to which Seller is a party or by which it is bound and that is or is to be used in violation of any applicable law, ordinance, rule, regulationconnection with, or judicial or administrative order or rulingis contemplated by, this Agreement, or (c) could materially and adversely affect the business, financial position or results of operations of Seller or the Property. (g) Except as shown on the Rent Roll attached hereto as Exhibit M or the Tenant Leases delivered by Seller to Purchaser in connection with Purchaser's review pursuant to Section 7.1, (i) neither Seller nor the tenant is in default any of the Tenant Leases; (ii) that each tenant has accepted the condemnation premises covered by its Tenant Lease and is in possession of such premises in accordance with its Lease, and (iii) no tenant or any other person or entity has any interest in the Property, or right or option to acquire any interest in the Property, other than the leasehold possessory interest set forth in the respective tenants' Tenant Leases. No tenant has given written notice to Seller of its intention to institute litigation with respect to any Tenant Lease or terminating its tenancy. (h) No brokerage commissions or compensation of any kind shall be due in connection with the Tenant Leases or any extensions or renewals thereof or the income derived therefrom except as set forth in Paragraph 15 hereof. (i) Exhibit H attached hereto is a complete and correct list of all management, service, supply, maintenance and other contracts and agreements (other than Tenant Leases) in effect which affect the Property or are otherwise related to the construction, ownership, operation, occupancy or maintenance thereof (collectively, the "Service Contracts"). (j) Exhibit B attached hereto is a list of all the personal property owned free and clear of all liens and encumbrances by Seller and used or useful in connection with the maintenance, repair or operation of the Property. (k) All insurance policies maintained by or on behalf of Seller pertaining to any of the Property is contemplated or being considered. (e) Except as disclosed herein, to Seller’s knowledge, the operation thereof are valid and in full force and effect and Seller has complied with all requirements or recommendations of the insurance carriers of such policies. Seller has received no notice during Seller’s period of ownership from any insurance company or rating organization to the effect that there are parties that may claim to adversely possess or have any possessory rights in any part the physical condition of the Property being sold to Buyerwould prevent obtaining new insurance policies at present rates. (fl) Except as disclosed in the Agreement for Environmental Conditions and as disclosed hereinThere are no property interests, (i) to Seller’s knowledgebuildings, there is no Environmental Condition structures or other improvements or personal property located on the Property or facts or circumstances relating to that are owned by Seller which are necessary for the operation of the Property that would reasonably be expected are not being conveyed pursuant to form the basis for the assertion of any claim against the Seller under any Environmental Laws this Agreement. (defined below), or (iim) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to received no written notice from any consent, decree, judgment or order under any Environmental Laws, governmental entity relating to compliance withviolations of environmental laws, rules or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in regulations applicable to the Agreement for Environmental Conditions)Property. (gn) The Property has a joint promotional program and Seller is not a foreign person or entity, as described in shall deliver documents related thereto to Purchaser during the Foreign Investments in Real Property Tax Act, Section 1445 of the CodeInspection Period. (ho) For purposes hereof, the term “The Property is not subject to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunderunrecorded reciprocal easement agreements.

Seller’s Representations and Warranties. As of the Effective Date, Seller represents and warrants to Buyer as follows:follows:‌ (a) Seller is a [Type of entity], duly incorporatedorganized, validly existing, existing and in good standing under the laws of the State jurisdiction of California and has full power and authority to execute, deliverits formation, and perform its obligations under this Agreement and all instruments required is qualified to be delivered by Buyer hereunder. All requisite authorizing action has been taken by Buyer conduct business in connection with each jurisdiction where the execution and delivery failure to so qualify would have a material adverse effect on the business or financial condition of this Agreement and the consummation of this transactionSeller. (b) Seller has the power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement, except where such failure does not have a material adverse effect on Seller’s performance under this Agreement. The execution, delivery and performance of this Agreement by Seller has been duly authorized by all necessary limited liability company action on the part of Seller and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Seller or any other party to any other agreement with Seller. (1c) violate or The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfillment of and compliance by Seller with the provisions of this Agreement will not conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation breach of or a default under any law, regulation, order, writ, judgment, injunction, or decree applicable Law presently in effect having applicability to Seller, subject to any permits that have not yet been obtained by Seller, the documents of formation of Seller or (iii) to Seller’s knowledgeany outstanding trust indenture, conflict withdeed of trust, or result in the breach of the provisions ofmortgage, or constitute a default under, any material agreement, license, permit, loan agreement or other evidence of indebtedness or any other agreement or instrument to which Seller is a party or by which any of its property is bound. (cd) Except as disclosed hereinThis Agreement has been duly executed and delivered by Seller. This Agreement is a legal, there is neither pending nor, to Seller’s knowledge, threatened against Seller, the Property, or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation of the Property following the Closing, or (ii) enjoin or restrict the right or ability valid and binding obligation of Seller to perform enforceable in accordance with its obligations.under this Agreement. (d) Except terms, except as disclosed limited by laws of general applicability limiting the enforcement of creditors’ rights or by the exercise of judicial discretion in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, Seller has received no written notification from any governmental authority (i) that the Property or any part thereof is in violation accordance with general principles of any applicable law, ordinance, rule, regulation, or judicial or administrative order or ruling, or (ii) that the condemnation of the Property is contemplated or being consideredequity. (e) Except as disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed The Facility is located in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion State of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions)California. (g) Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 of the Code. (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunder.

Seller’s Representations and Warranties. Each Seller represents and warrants to Buyer as follows: (a) Seller is duly incorporated, validly existing, They are the record and in good standing under the laws beneficial owners of the State Purchased Shares as set forth in Exhibit A, free and clear of California all pledges, liens, claims and has full power encumbrances, except as may be created by this Agreement. There are no restrictions on its ability to direct the Purchased Shares to be placed into escrow pursuant to the Escrow Agreement or to enter into this Agreement other than transfer restrictions under any applicable federal and authority to execute, deliver, and perform its state securities laws. (b) The performance of their obligations under this Agreement and all instruments required compliance with the provisions hereof will not violate any provision of any law applicable to it and will not conflict with or result in any material breach of any of the terms, conditions or provisions of, or constitute a default under any indenture, mortgage, deed of trust or other agreement or instrument binding upon it or its Purchased Shares. No notice to, filing with, or authorization, registration, consent or approval of any governmental authority or other person is necessary for the execution, delivery or performance of this Agreement by it or the consummation of the transactions contemplated hereby by it, other than those already obtained. (c) They are aware, and have agreed, that a substantial portion of the Purchase Price ($85,000 or more) will be used to pay professional fees (legal, accounting and other transaction expenses) owed by 2-Track, to purchase shares from Curing Capital and debt from Octagon, and other costs related to this transaction, with any residual amounts to be delivered by Buyer hereunder. All requisite authorizing action paid to Wxxxxx Xxxx (on behalf of Other Sellers). (d) It (for purposes of this Subsection 11(d) being applicable only to the Other Sellers) has been taken by Buyer appointed Wxxxxx Xxxx as its attorney-in-fact with respect to the matters set forth in connection with this Agreement and it acknowledges and agrees that, upon the execution and delivery of this Agreement and by the consummation of this transaction. (b) The executionParties hereto, delivery and performance of this Agreement by Seller will not (1) violate or conflict with Buyer’s corporate power or authority, (ii) Buyer shall be entitled to Seller’s knowledge, constitute a violation of any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict with, or result in the breach of the provisions of, or constitute a default under, any material agreement, license, permit, or other instrument to which Seller is a party or is bound. (c) Except as disclosed herein, there is neither pending nor, to Seller’s knowledge, threatened against Seller, the Property, or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or rely upon the use, value or operation authority of Wxxxxx Xxxx as each Other Sellers’ attorney-in-fact and that Buyer shall not be required to further confirm the Property following the Closing, or (ii) enjoin or restrict the right or ability authority of Seller Wxxxxx Xxxx to perform its obligations.under act on each Other Sellers’ behalf in connection with any matters arising under this Agreement. (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, Seller has received no written notification from any governmental authority (i) that the Property or any part thereof is in violation of any applicable law, ordinance, rule, regulation, or judicial or administrative order or ruling, or (ii) that the condemnation of the Property is contemplated or being considered. (e) Except as disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions). (g) Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 of the Code. (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunder.

Seller’s Representations and Warranties. Seller represents hereby makes the following representations and warrants warranties to Buyer Purchaser, all of which are true in all material respects as followsof the Effective Date and which shall, as a condition precedent to Closing hereunder, be true in all material respects as of the Closing Date: (a) Seller is a limited liability company, duly incorporatedorganized, validly existing, existing and in good standing under the laws of the State of California Delaware and authorized to transact business in the Commonwealth of Virginia, and has full right, power and authority to execute, deliverdeliver and perform its obligations under this Agreement. The execution of this Agreement, the delivery of the Deed and Seller’s performance of this Agreement and the transactions contemplated hereby have been duly authorized by the requisite action on the part of the Seller and Seller’s members. All persons or entities with the right or obligation to consent to the conveyance contemplated by this Agreement or to Seller’s entry into this Agreement, have consented to Seller’s entry into, and performance of, this Agreement. (b) The Fund is a limited partnership, duly organized, validly existing and in good standing under the laws of the State of Delaware and authorized to transact business in the Commonwealth of Virginia, and has full right, power and authority to execute, deliver and perform its obligations under this Agreement and all instruments required to be delivered the Guaranty (as defined below). The execution of this Agreement, the delivery of the Guaranty and the Fund’s performance of the transactions contemplated thereby have been duly authorized by Buyer hereunderthe requisite action on the part of the Fund and Fund’s partners. All requisite authorizing action has been taken by Buyer persons or entities having an interest in connection the Fund with the right to consent to the Guaranty have consented. 6.2. The execution and delivery of this Agreement and Agreement, the consummation of this transaction. (b) The executionthe transactions contemplated hereby, delivery and the performance of this Agreement the terms hereof by Seller will not (1) violate or conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute result in a violation breach of any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict with, or result in the breach of the terms or provisions of, or constitute a default under, any material agreement, licenseindenture, permit, organizational document or other instrument to which Seller is a party or by which it, any of its assets or the Property is bound. (c) Except as disclosed herein, there is neither pending nor, to Seller’s knowledge, threatened against Sellerany judgment, decree, order, or award of any court, governmental body or arbitrator, or of any law, rule, or regulation applicable to Seller or the Property, in each instance in a manner which would or any part thereof any legal actionmight impair Seller’s ability to convey the Property or otherwise perform its obligations under this Agreement. To Seller’s knowledge, arbitrationSeller has obtained all consents, administrative proceeding before approvals, and authorizations from any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon quasi-governmental authority required with respect to the use, value or operation performance of Seller’s obligation to convey the Property following the Closing, or (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under Purchaser pursuant to this Agreement. (d) 6.3. Except as disclosed set forth in Exhibit D, there are no actions or suits in law or equity or proceedings by any governmental agency (including, but not limited to, condemnation actions) now pending, or, to the knowledge of Seller, threatened against Seller (or any Seller Affiliate) which relate to the Property, an interest therein, any Lease, and/or Seller’s ability to perform its obligations hereunder or the Fund’s obligations under the Guaranty. Any claims, actions, suits or proceedings which are covered by insurance are so designated on Exhibit D. Exhibit D also lists all actions, suits or proceedings relating to the Property to which Seller or any Seller Affiliate is a party. 6.4. Except as set forth in Exhibit G, neither Seller nor any Seller Affiliate has received written notice from any governmental body, authority or agency of any violation of federal, state or local laws, ordinances, codes, rules or regulations affecting the Property, including any notice with respect to any Hazardous Materials, which notice has not been fully addressed or is still outstanding. Except as may be set forth in the Agreement environmental reports and studies set forth on Schedule 6.4, to Seller’s knowledge the Property is not now and has never been used for Environmental Conditions and as disclosed hereinindustrial purposes or for the storage, treatment or disposal of Hazardous Materials, nor, to Seller’s knowledge, Seller has received no written notification from the Property ever been listed by any federal, state or county agency or governmental authority official as containing any Hazardous Material. For the purposes of this Agreement, (i) that “Hazardous Materials” shall mean (A) asbestos in any form, (B) urea formaldehyde foam insulation, (C) polychlorinated biphenyls, or (D) except as permitted under Section 5.3 of the Property Lease, any flammable explosives, radioactive materials or other substance constituting “hazardous materials” or “hazardous wastes” pursuant to, or which are regulated pursuant to, any part thereof is in violation Environmental Laws, and (ii) “Environmental Laws” shall mean (A) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601 et seq.), (B) the Hazardous Materials Transportation Act, as amended (49 U.S.C. Sections 1801 et seq.), (C) the Resource Conservation and Recovery Act, as amended (42 U.S.C. Sections 6901 et seq.) and the regulations adopted and promulgated pursuant thereto, (D) the Federal Water Pollution Control Act (33 U.S.C. Section 1251 et seq.), (E) the Clean Air Act (42 U.S.C. Section 7401 et seq.), and the regulations adopted and promulgated pursuant thereto, (F) any applicable other Federal, state or local environmental law, ordinance, rule, regulation, regulation and/or other statute or judicial order of a governmental authority relating to pollution or administrative order or ruling, or (ii) that the condemnation protection of the Property is contemplated environment, and (G) any Federal, state or being considered. (e) Except as disclosed hereinlocal law, to Seller’s knowledgeordinance, Seller has received no notice during Seller’s period rule, regulation and/or other statute or order of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances a governmental authority relating to the Property that would reasonably be expected to form the basis protection, use or development for the assertion commercial purposes of any claim against “wetlands”. Notwithstanding the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions). (g) Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 of the Code. (h) For purposes hereofforegoing, the term “Hazardous Materials” shall exclude building materials and supplies that are customarily used in the construction or normal operation of office buildings, to Seller’s knowledge,” means the presentextent the same are used, actual knowledge of X.X. Xxxxxxxx, President of Seller, stored and cleaned up in compliance with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunderall applicable Laws.

Seller’s Representations and Warranties. Other than as set forth below, Buyer acknowledges that neither Seller nor its agents have made, do make, or will make, and each hereby disclaims any representation or warranty, whether express, implied, or statutory, whether oral or written, with respect to the Property. In addition to other representations herein, Seller represents and warrants to Buyer as followsof the date of closing that: (a) 7.1 Seller is duly incorporated, validly existing, and in good standing under the laws of the State of California and has full power and authority to execute, deliver, and perform its obligations under execute this Agreement and all instruments required perform Seller's obligations and duties hereunder; 7.2 The Property is not subject to be delivered by Buyer hereunder. All requisite authorizing action has been taken by Buyer in connection any lease or tenancies except the leases with the execution Target and delivery of this Agreement and the consummation of this transactionKids. (b) 7.3 The execution, delivery employees of Seller's agent listed below as "Representing Employees" have not received any notice and performance of this Agreement by Seller will are not (1) violate or conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation aware of any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict with, or result in the breach of the provisions of, or constitute a default under, any material agreement, license, permit, or other instrument to which Seller is a party or is bound. (c) Except as disclosed herein, there is neither pending nor, to Seller’s knowledge, threatened against Seller, notice that the Property, or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation sale of the Property following or the Closinguse occupancy or condition of the Property violates any applicable statute, ordinance or regulation, or (ii) enjoin any order of any court or restrict the right or ability of Seller to perform its obligations.under this Agreement. (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, Seller has received no written notification from any governmental authority or agency; 7.4 Seller is not a "foreign person" for purposes of Section 1445 of the Internal Revenue Code. Prior to closing, Seller shall execute and deliver to Escrow Holder an affidavit in order to meet the Foreign Investment in Real Property Tax Act (i"FIRPTA") requirements of I.R.C. # 1445; and 7.5 The employees of Seller's agent listed below as "Representing Employees" represent that, without having done any investigation whatsoever (other than Phase 1 and asbestos reports referenced in Section 3.9), they have received no notice and are not aware of (other than as might be shown in the Phase 1 and asbestos reports referenced in Section 3.9)(i) any notice from any agency suggesting that the Property is or any part thereof is in violation may be targeted for a Superfund or similar type of any applicable law, ordinance, rule, regulation, or judicial or administrative order or rulingcleanup, or (ii) that the condemnation Property has ever been used for the storage of the Property is contemplated oil, solvents, fuels or being considered. (e) Except as disclosed hereinchemicals in violation of any governmental law, to Seller’s knowledgeorder or regulation. However, Seller has received no notice during Seller’s period advises Buyer to review the Phase 1 referenced in Section 3.9 to satisfy itself as to the history of ownership that there are parties that may claim to adversely possess or have such uses, if any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions)Property. (g) Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 of the Code. (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunder.

Seller’s Representations and Warranties. The Seller represents and warrants to Buyer Purchaser as follows: (a) 4.1. The Seller is a corporation duly incorporatedorganized, validly existing, existing and in good standing under and by virtue of the laws of the State of California Ohio. 4.2. The Seller has and will convey to Purchaser good and marketable title to all of the assets described in Section 1.1(b), (f) and (g), subject to no mortgage, pledge, lien, conditional sale agreement, encumbrance, or charge except as listed on Schedule 4.2 annexed hereto. The Seller has full power and authority will assign to executePurchaser all of the right to the assets described in Section 1.1(a), deliver(c), (d) and (e), which assignment shall not result in a breach or violation of any contract or work order set forth in Section 1.1(a) hereto. Provided that if the assignment to Purchaser of all of the rights to the assets described in Section 1.1(a), (c), (d) and (e) results in a breach or violation of the assignment clause of any contract or work order set forth in Section 1.1(a) hereto, or if the customer does not approve or attempts to contest any such assignment by Seller of the then existing contract between Seller and customer, Seller shall not be deemed to be in breach of or failure to perform its obligations under this Agreement and Purchaser's sole and exclusive remedy shall be as contained in Section 2.2(a), which provides in part that Seller will bill clients for all instruments required work pexxxxmed by the Purchaser and shall promptly remit all funds to be delivered by Buyer hereunderthe Purchaser. 4.3. All requisite authorizing action The execution and delivery of this Agreement to the Purchaser and the sale contemplated hereby has been taken duly authorized by Buyer in connection with all necessary corporate action on the part of the Seller. 4.4. Neither the execution and delivery of this Agreement and Agreement, nor the consummation of this transaction. (b) The executionthe sale contemplated hereby will conflict with, delivery and performance or result in a material breach of, any of this Agreement by Seller will not (1) violate the terms, conditions, or conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation provisions of any law, law or any regulation, order, writ, judgment, injunction, or decree applicable to Sellerof any court or governmental instrumentality, or of the corporate charter or by-laws of the Seller or of any agreement, whether written or oral, or other instrument to which the Seller is a party or by which it is bound, or constitute (iiiwith the giving of notice of the passage of time or both) to Seller’s knowledge, conflict witha default thereunder, or result in the breach any lien or encumbrance on any of the provisions ofSeller's assets to be transferred to the Purchaser pursuant hereto. 4.5. The contracts listed in SCHEDULE 1.1(A) are effective and there exists to the best of Seller's knowledge and belief no material breach or default by either party with respect to same. That the copies of those contracts previously delivered to Purchaser are accurate and complete and there exist no amendments which were not previously disclosed. That Seller is not presently aware of any past deficiencies in its performance of services under such contracts that might adversely affect the continuation of supplying services under such contracts. 4.6. There are no contracts, agreements or constitute a default underarrangements, any material agreementwritten or oral, license, permit, or other instrument relating to the conduct of the business of the LD of Seller relating to the assets to be sold hereunder to which Seller is a party or is boundbound for which Purchaser would have responsibility except as may be referred to in this Agreement or any Schedule or Exhibit annexed hereto. (c) Except as disclosed herein4.7. To the best of Seller's knowledge and belief, there is neither pending norare no claims or threatened claims, to Seller’s knowledge, threatened against Seller, the Property, or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation of the Property following the Closing, or (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under this Agreement. (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, Seller has received no written notification from any governmental authority (i) that the Property or any part thereof is in violation of any applicable law, ordinance, rule, regulation, or judicial or administrative order or ruling, or (ii) that the condemnation of the Property is contemplated or being considered. (e) Except as disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating litigation related to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined belowcontracts listed in SCHEDULE 1.1(A), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (the other assets being sold hereunder except as those terms are defined in the Agreement for Environmental Conditions)listed on SCHEDULE 4.7. (g) Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 of the Code. (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunder.

Seller’s Representations and Warranties. Seller represents makes the following representations and warrants to Buyer as followswarranties, each of which is material and is being relied upon by Purchaser: (a) Seller A. Seller, if a corporation or other entity, is duly incorporatedformed, validly existing, existing and in good standing under in the laws state of its organization and, on or before the Closing, Seller will be qualified to do business in the state in which the Property is located. B. As of the State Effective Date, subject to the terms of California and the GECC Loan, Seller has full legal right, power and authority to execute, deliver, execute and perform its obligations under deliver this Agreement and to fully perform all instruments of its obligations hereunder without need of any further action by or on its behalf, or that of any owner, shareholder, member, manager, partner, director or the like, all of such action having already been taken. The person or persons executing this Agreement, and any other documents required on behalf of Seller hereunder, are duly authorized, directed and empowered to be delivered by Buyer hereunder. All requisite authorizing action has been taken by Buyer in connection with do so. C. Subject to the execution and delivery terms of this Agreement the GECC Loan, Seller’s obligations contemplated hereby and the consummation of this transaction. (b) The execution, delivery and performance of this Agreement by Seller will not (1) violate or conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation of any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict with, or result in the a breach of the provisions of, or constitute a default under, under any material agreement, license, permit, instrument or other instrument agreement to which Seller is a party or is bound. Seller’s obligations and responsibilities hereunder are valid and binding obligations of Seller. (c) D. Seller owns fee simple marketable and insurable record title to the Property, and every portion thereof. Except as disclosed hereinfor the GECC Loan, there no agreement concerning or restricting the sale of the Property is neither pending norin effect and no person or entity has any right or option to acquire the Property other than Purchaser pursuant to this Agreement. At Closing, to no lease or license for the Property, or any portion of it, shall be in effect, other than Seller’s knowledgeself-storage leases, threatened against Sellerand no person or entity shall be in possession of, or have the right to possess, the Property, or any part thereof any legal actionportion of it, arbitrationexcept for Seller’s self-storage tenants, administrative proceeding before any governmental authorityunless otherwise agreed to by Purchaser. E. Seller and/or Seller’s members, managers, owners or officers, directly or indirectly, for themselves, or investigation that could on behalf of, or in conjunction with any affiliate (iexcept for Xxxx Xxxxxxx, one of the members of Seller) have shall not develop, construct, own (10% or more ownership interest), operate, manage or control a material adverse effect on Buyer or upon the use, value or operation self-storage business within a one-half (1/2) mile radius of the Property for a period of two (2) years after Closing. In the event Xxxx Xxxxxxx develops, constructs, owns any ownership interest, operates, manages, controls or is involved in any way in a self-storage business within 1,500 feet of the Property during the two (2) years following the Closing, Seller’s other principals agree to take all measures necessary, at Purchaser’s expense, to enforce the non-competition provisions in their April 11, 2000 Agreement and the April 2000 Separation Agreement with Xxxx Xxxxxxx. In addition, Seller shall not solicit any of the Property’s self-storage tenants, who are tenants during the term of this Agreement and as of the Closing Date, to terminate their leases and transfer to any other self-storage facility owned by Seller or (ii) enjoin any other person or restrict entity. F. The list of delinquent rents and vacancies and the right list of security deposits and prepaid rents delivered, or ability to be delivered, to Purchaser are, or will be, materially true and correct lists of all delinquent rents, vacancies, security deposits and prepaid rents with respect to the Property as of the date of the respective list. G. To the best of Seller’s knowledge, without a duty on the part of Seller to perform its obligations.under this Agreementinvestigate, Seller has not received any notice that the Property or any portion or portions thereof is or will be subject to or affected by any special assessments, whether or not presently a lien thereon. (d) Except as disclosed H. To the best of Seller’s knowledge, without a duty on the part of Seller to investigate, Seller has not received any notice from any governmental agency or body indicating an interest in condemnation or taking by eminent domain the Property or any portion of the Property, and there is no condemnation or eminent domain proceeding, threatened or pending, and no threatened or pending actions, suits, legal or other proceedings with reference to the Property. I. Subject to the GECC Loan, Seller is not party or otherwise subject to any commitment, obligation, agreements or litigation which would prevent Seller from completing the sale of the Property under this Agreement or adversely affect the value of the Property in the Agreement for Environmental Conditions and as disclosed hereinhands of Purchaser. J. Seller has no knowledge or notice that any present default or breach exists under any mortgage or other encumbrance encumbering the Property or any covenants, to conditions, restrictions, rights-of-way or easements which may affect the Property or any portion or portions thereof. To the best of Seller’s knowledge, Seller has not received no written notification any notices from any governmental authority (i) that the Property or any part thereof is in authorities pertaining to violation of any applicable law, ordinance, rule, regulation, law or judicial or administrative order or ruling, or (ii) that governmental regulations with respect to the condemnation of the Property is contemplated or being consideredProperty. (e) Except as disclosed hereinK. Seller warrants that, to the best of Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim used and operated the Property in compliance with applicable environmental laws, and the Property is not subject to adversely possess any existing, pending, or have threatened investigation, inquiry or proceeding by any possessory rights in governmental authority or any part other entity or person or to any remedial obligations under any environmental law; L. Each and every one of the Property being sold to Buyerforegoing representations and warranties is true and correct as of the Effective Date and will be true and correct as of the Closing Date. (f) Except M. In the event that changes occur as disclosed to any material information, documents or exhibits referred to in this Agreement, of which Seller has knowledge, Seller will immediately disclose the same to Purchaser when first available to Seller; and, in the Agreement for Environmental Conditions and as disclosed herein, (i) event of any material adverse change in the condition of title to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating in the ability of Seller to convey the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined substantially in the Agreement for Environmental Conditions). (g) Seller is not a foreign person or entity, same physical condition as described in the Foreign Investments in Real Property Tax Act, Section 1445 of the CodeEffective Date, Purchaser may, at its election, terminate this Agreement and obtain a full refund of the Xxxxxxx Money Deposit. (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunder.

Seller’s Representations and Warranties. Each Seller represents and warrants to Buyer the Company that the following statements are true and correct as followsof the Effective Date of this Agreement: (a) 2.1.1 Each Seller is duly incorporatedhas the requisite legal right, validly existingpower, and in good standing under the laws of the State of California and has full power capacity and authority to executesell, delivertransfer, and assign the Shares. Each Seller has the requisite legal right, power, capacity and authority to enter into this Agreement and to bind each Seller to carry out and perform its obligations under this hereunder. This Agreement has been duly authorized by each Seller and all instruments required is a legal, valid and binding obligation of each Seller enforceable against the Sellers in accordance with the Agreement’s terms, subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally, and the discretion of a court of equity with respect to the availability of equitable remedies. 2.1.2 Each Seller holds of record and has legal and beneficial ownership of each of the Shares reflected opposite such Seller’s name on Schedule A, and upon delivery to the Company of the Shares to be delivered sold by Buyer hereunder. All requisite authorizing action has been taken by Buyer in connection with the Seller to the Company, against payment made pursuant to this Agreement, good and valid title to such Shares, free and clear of all Liens will pass to the Company. 2.1.3 The execution and delivery of this Agreement and Agreement, the consummation of this transaction. (b) The executionthe Transaction, delivery and performance the fulfillment of this Agreement by Seller and compliance with the terms and conditions thereof and hereof do not and will not with the passing of time or giving of notice (1i) violate or conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation any provision of any law, regulation, judicial or administrative order, writaward, judgment, injunction, judgment or decree applicable to any Seller, or (iii) to Seller’s knowledge, conflict with, or result in the breach of the provisions of, or constitute a default under, any material agreement, license, permit, or other instrument to which Seller is a party or is bound. (c) Except as disclosed herein, there is neither pending nor, to Seller’s knowledge, threatened against Seller, the Property, or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation of the Property following the Closing, or (ii) enjoin conflict with, result in a breach of or restrict the right to cancel or ability of constitute a default under any agreement or instrument to which any Seller is a party, by which any Seller is bound or to perform its obligations.under this Agreementwhich any Seller is subject. 2.1.4 Each Seller has independently evaluated the merits of its decision to sell the Shares pursuant to this Agreement and confirms that the Seller has not relied on the advice of the Company (dor any of its agents, counsel, or representatives) Except as disclosed in making such decision. Each Seller has carefully reviewed the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2020, all subsequent public filings of Company with the Securities and Exchange Commission, other publicly available information regarding the Issuer, and such other information that the Seller and its advisers deem necessary to make its decision to enter into the Transaction. Each Seller understands that nothing in this Agreement for Environmental Conditions and as disclosed hereinor any other materials presented by or on behalf of the Company to such Seller in connection with the sale of the Shares constitutes legal, to Seller’s regulatory, tax, or investment advice. Each Seller has such knowledge, sophistication, and experience in business and financial matters so as to be capable of evaluating the merits and risks of the sale of Shares and has so evaluated such merits and risks. 2.1.5 Neither the Company nor any of its affiliates, representatives, or other agents have been requested to or have provided the Seller has received no written notification from with any governmental authority information or advice with respect to the Shares nor is such information or advice necessary or desired. The Seller acknowledges and understands that the Company and its affiliates possess material nonpublic information regarding the Company not known to the Seller that may impact the value of the Securities, including, without limitation, (i) information received by principals and employees of the Company in their capacities as directors, officers, and/or affiliates of the Company, (ii) information otherwise received by the Company on a confidential basis, and (iii) information received on a privileged basis from the attorneys and financial advisers representing the Company and its Board, and that the Property or Company is unable to disclose any part thereof and all such information to the Seller. The Seller understands, based on its experience, and as represented in Subsection 2.1.4 of this agreement, the disadvantage to which the Seller is in violation subject due to the disparity of any applicable lawinformation between the Seller and the Company. Notwithstanding such disparity, ordinancethe Seller has deemed it appropriate to enter into this Agreement and to consummate the Transaction. 2.1.6 The Shares constitute all the equity securities of the Company owned by, rule, regulationcontrolled by, or judicial otherwise affiliated with Sellers, and include any shares over which Sellers have voting or administrative order investment authority, and: (i) any person or rulingentity who together with Sellers constitutes, or would constitute, a “group” under 15 U.S.C. § 78m(d)(3), and regulations promulgated thereunder; and (ii) any person or entity who would be considered to be acting in concert with any Seller pursuant to the Bank Holding Company Act, 12 CFR § 225.41(b)(2). The Sellers and any person or entity described in Subsections 2.1.6(i) or (ii) that above shall be sometimes referred to in this Agreement collectively as the condemnation “Lame Group Members” and each individually as a “Lame Group Member.” 2.1.7 No Lame Group Member, has any right to acquire or otherwise control any equity securities of the Property is contemplated Company or being consideredany interest in any equity securities of Company. (e) 2.1.8 Except as disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion Shares, no Lame Group Member has any right to vote (whether by agreement, proxy or otherwise) any shares of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions)Company common stock. (g) Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 of the Code. (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunder.

Seller’s Representations and Warranties. Seller represents In consideration of Buyer entering into this Agreement and warrants as an inducement to Buyer to purchase the Property, Seller makes the following representations and warranties as followsof the Effective Date and continuously as of the Closing, each of which is material and is being relied upon by Buyer (and the truth and accuracy of which shall constitute a condition precedent to Buyer’s obligations hereunder), and all of which shall survive Closing: (ai) Seller is duly incorporated, validly existing, and in good standing under has the laws of the State of California and has full power and authority to execute, deliver, and perform its obligations under enter into this Agreement and all the instruments required referenced herein, and to be delivered by Buyer hereunder. consummate the transaction contemplated hereby. (ii) All requisite authorizing action has been taken by Buyer Seller in connection with entering into this Agreement and the instruments referenced herein; and, by the Closing, all such necessary action will have been taken to authorize the consummation of the transaction contemplated hereby. By the Closing no additional consent of any individual, director, manager, shareholder, partner, member, trustee, trustor, beneficiary, creditor, investor, judicial or administrative body, governmental authority or other party shall be required for Buyer to consummate the transaction contemplated by this Agreement. (A) In this regard, if applicable, Seller shall deliver or cause delivery to Buyer of true and complete copies of each requisite action or authorization that has been taken by Seller or will be taken (immediately after taking such action prior to Closing) when in connection with entering into this Agreement and execution of the instruments referenced herein. (iii) The individuals executing this Agreement and the instruments referenced herein on behalf of Seller have the legal power, right and actual authority to bind Seller to the terms and conditions hereof and thereof. (iv) Neither the execution and or delivery of this Agreement and or the documents or instruments referenced herein, nor incurring the obligations set forth herein, nor the consummation of this transaction. (b) The executionthe transaction contemplated herein, delivery and performance nor compliance with the terms of this Agreement by Seller will not (1) violate or the documents or instruments referenced herein or therein conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation of any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict with, or result in the material breach of the any terms, conditions or provisions of, or constitute a default under, any material agreementbond, licensenote or other evidence of indebtedness or any contract, permitindenture, mortgage, deed of trust, loan, lease or other agreement or instrument (a) to which Seller is a party, or (b) that affect the Property of which Seller has actual or constructive knowledge. (v) To the best of Seller’s actual knowledge, there are no actions, suits, claims, legal proceedings, or any other proceedings affecting the Property or any portion thereof, at law, or in equity before any court or governmental agency, domestic or foreign. (vi) To the best of Seller’s actual knowledge, there are no actions or proceedings pending or threatened against Seller, before any court or administrative agent in any way connected with or relating to the Property, or affecting Seller’s ability to fulfill all of its obligations under this Agreement. (vii) Seller has made no written or oral commitments to or agreements with any governmental authority or agency materially and adversely affecting the Property, or any part thereof, or any interest therein, which will survive the Closing. Seller has entered into no understanding or agreement with any taxing or assessing authority respecting the imposition or deferment of any taxes or assignments respecting the Property. (viii) To the best of Seller’s actual knowledge, Seller is not in default of its obligations under any contract, agreement or instrument to which Seller is a party or is boundpertaining to the Property. (cix) To the best of Seller’s actual knowledge, no document supplied to Buyer by Seller contains any untrue statement of a material fact, and to the best of Seller’s actual or constructive knowledge no document omits any facts that would be necessary, in the circumstances, to make the document supplied not misleading. (x) To the best of Seller’s actual knowledge, there are no encroachments onto the Property by improvements on any adjoining property, nor do any buildings or improvements located on the Property encroach on other properties. (xi) There are no mechanics’, materialmen’s or similar claims or liens presently claimed or which will be claimed against the Property for work performed or commenced for Seller or on Seller’s behalf prior to the Effective Date of this Agreement. Seller agrees to indemnify, defend, and hold Buyer and its elected and appointed officials, officers, employees, contractors, and agents harmless from all costs, expenses, liabilities, losses, charges, and fees, including attorney fees, arising from or relating to any such lien or any similar lien claims against the Property and arising from work performed or commenced for Seller or on Seller’s behalf at any time prior to Closing. (xii) There are no undisclosed contracts, licenses, commitments, undertakings or other written or oral agreements for services, supplies or materials concerning the use, operation, maintenance, or management of the Property that will be binding upon Buyer or the Property after the Closing. There are no oral contracts or other oral agreements for services, supplies or materials, affecting the use, operation, maintenance or management of the Property to which Seller is a party or of which Seller has actual knowledge and/or constructive knowledge. (xiii) Except as disclosed hereinto the Lease, there is neither pending norare no written or oral contracts, leases, licenses, or contractual rights or options to Seller’s knowledgelease, threatened against Sellerpurchase, or otherwise enjoy possession, rights or interest of any nature in and to the Property, Property or any part thereof thereof, and except to the extent expressly otherwise agreed by Buyer, no person other than the Tenant under the Lease shall have any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation right of the Property following the Closing, or (ii) enjoin or restrict the right or ability of Seller possession to perform its obligations.under this Agreement. (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, Seller has received no written notification from any governmental authority (i) that the Property or any part thereof is as of the Closing. (A) As of the Effective Date, Seller agrees not to enter into any leases, licenses or easements in violation of the Property (or any applicable law, ordinance, rule, regulationpart thereof), or judicial grant any other rights of access, use or administrative order occupancy to the Property (or rulingany part thereof) without the prior written approval of Buyer, which may be granted or denied in Buyer’s sole and complete discretion. (xiv) Except as revealed in the Preliminary Title Report, Seller shall not allow, consent to, or otherwise permit any encumbrance, lien, or other exception to title to become of record or affect title to the Property during the period from the Effective Date through the Closing Date, unless such encumbrance, lien, or other exception is expressly pre-approved by Buyer in its sole and absolute discretion. (iixv) that Neither Seller nor, to the condemnation best of Seller’s actual knowledge, any previous owner, tenant, occupant, or user of the Property is contemplated used, generated, released, discharged, stored, or being considereddisposed of any Hazardous Materials on, under, in, or about the Property, or transported any Hazardous Materials to or from the Property. Seller has not received any oral or written notice from any applicable federal, state or local governmental agency requiring remediation or monitoring in connection with the release, storage or disposal of any Hazardous Materials on, under, in or about the Property. (exvi) Except as disclosed hereinrevealed in that certain Phase I Environmental Site Assessment prepared by EMI Global and dated as of May 14, 2019, to the best of Seller’s knowledgeactual knowledge no Hazardous Materials exist on, Seller has received no notice during Seller’s period of ownership that there are parties that may claim under, in or about the Property, nor have Hazardous Materials ever been transported to adversely possess or have any possessory rights in any part of from the Property being sold to BuyerProperty. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (iixvii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup (i) made a general assignment for the benefit of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions). (g) Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 of the Code. (h) For purposes hereof, the term “to Seller’s knowledgecreditors,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunder.

Seller’s Representations and Warranties. Seller represents and warrants to Buyer as followsthat: (a) Seller has the full right, power and authority to sell the Property to Buyer as provided in this Agreement and to carry out Seller’s obligations hereunder; (b) all requisite action necessary to authorize Seller to enter into this Agreement and to carry out Seller’s obligations has been obtained; (c) this Agreement has been duly authorized, executed and delivered by Seller; (d) the execution of this Agreement and the Closing to occur hereunder do not and will not violate any contract, covenant or other agreement to which Seller may be a party or by which Seller may be bound. (e) Seller is a limited liability company duly incorporatedformed, validly existing, existing and in good standing under the laws of the State of California Delaware, duly qualified to transact business in the Commonwealth of Virginia, and has full all requisite power and authority to execute, deliverown its interests in the Property and to operate the Hotel, and perform to carry on its obligations under this Agreement and all instruments required to be delivered by Buyer hereunder. All requisite authorizing action has been taken by Buyer in connection with the execution and delivery of this Agreement and the consummation of this transactionbusiness as now being conducted. (bf) The execution, delivery and performance of this Agreement by Seller will not (1) violate or conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation of any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict with, or result in the breach of the provisions of, or constitute a default under, any material agreement, license, permit, or other instrument to which Seller is a party or is bound. (c) Except as disclosed herein, there is neither pending nor, to Seller’s knowledgeKnowledge, threatened against Seller, the Property, has not received any written or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation of the Property following the Closing, or (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under this Agreement. (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, Seller has received no written oral notification from any governmental authority (i) that concerning the Property for any violation of federal, state, county or municipal laws, ordinances or regulations, expressly including any violations concerning health, fire, building, sanitation, safety code violations, zoning, Hazardous Materials or any part thereof other environmental problems. Seller agrees to forward to Buyer copies of any notices described in the preceding sentence immediately on receipt by Seller. To Seller’s Knowledge, Seller is not in violation of any governmental laws, ordinances, rules, and regulations applicable lawto the use and occupation of the Property, ordinanceincluding, rulewithout limitation, regulationhealth, fire, sanitation and safety codes. To Seller’s Knowledge, Seller is not in violation of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §§ 9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq., or judicial any modifications or administrative order or rulingamendments thereto, or (ii) that applicable state law and other federal, state and local laws and the condemnation of the Property is contemplated or being considered. (e) Except as disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights regulations implementing such laws now in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances force relating to hazardous waste disposal and/or toxic substances (the Property that would reasonably be expected above laws are collectively referred to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any as “Environmental Laws”). Seller represents and warrants that it has disclosed to Buyer all pending or threatened litigation known to Seller and orders, relating rulings, notices, permits or investigations known to compliance withSeller regarding Hazardous Materials, or cleanup of Hazardous Materials under any Environmental Laws (as those such terms are defined in applicable Environmental Laws. Without limiting the Agreement for Environmental Conditions)generality of the foregoing, Seller will provide information to Buyer with regard to a small diesel fuel oil spill (the “Oil Spill”) from an underground storage tank that occurred at the Property in December 2010, the successful clean-up effort made by Seller in connection therewith, communications between Seller and the VDEQ with respect thereto, and the ongoing monitoring activities of Seller in connection therewith. (g) To Seller’s Knowledge, Seller has not received any written or oral notification of a breach of any Contracts, any licenses and permits or any Lease and there are no defaults or conditions which with the passage of time or the giving of notice would constitute defaults thereunder. There are no persons with a right to use or occupy the Property other than the tenants under the Leases and the guests of the Hotel. Each of the Contracts, licenses and permits and Leases being assumed by Buyer are in full force and effect and have not been amended, modified or supplemented in any way that is not a foreign person or entity, as described expressly disclosed to the Buyer in the Foreign Investments in Real Property Tax Act, Section 1445 of the Codewriting. (h) For purposes hereofTo Seller’s Knowledge, there are no actual or threatened conditions or circumstances which would adversely affect the current use of the Property, or Seller’s ability to use the Property to operate the Hotel. (i) To Seller’s Knowledge, the term “Real Property is not subject to special assessment levies or any roll back taxes. (j) Seller has not made any commitment to any governmental or quasi-governmental authority, or to any third person to dedicate or grant any portion of the Real Property for roads, easements, rights of way, park lands, or other public or private purposes, or to grant any restrictions, or to incur any other expense or obligation relating to the Real Property. (k) There are no currently effective employment agreements, collective bargaining agreements, or pensions, retirement or profit sharing plans, with or covering any of the employees of the Hotel, except as set forth on Schedule 8.2(k). (l) To Seller’s Knowledge, there are no unrecorded easements that adversely affect the use and operation of the Real Property as a Hotel. Prior to the Closing Date, Seller will not grant any easement that will affect title to the Real Property or Seller’s right to transfer its property interest hereunder. (m) There are no other agreements, written or oral, other than the Contracts, licenses, permits and Leases, which affect the use or operations of the Hotel. (n) To Seller’s Knowledge, Seller has not received any notice from any insurance company that has issued a policy with respect to the Hotel or from any board of fire underwriters (or other body exercising similar functions) claiming any defects or deficiencies or requesting the performance of any repairs, alterations, or other work to the Property, which, if not corrected, would result in termination of insurance coverage. (o) To Seller’s Knowledge, there are no pending suits, litigation, or administrative proceedings relating to Seller’s knowledge,” means , or to the presentHotel, actual knowledge of X.X. Xxxxxxxxincluding, President of Sellerwithout limitation, with no duty of due diligence pending labor grievances or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained arbitrations or suits. (p) All tangible Personal Property is in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereundergood working order.

Seller’s Representations and Warranties. Seller represents Sellers hereby represent and warrants to Buyer warrant as of the date hereof and as of the Closing Date as follows: a. Neither the Sellers nor anyone acting on their behalf has offered the Seller Notes, the Assigned Interests, or any part thereof by means of any general solicitation or general advertising and neither the Sellers nor anyone acting on their behalf has taken any action that would subject the sale of Assigned Interests to Buyer to the registration provisions of Section 5 of the Securities Act of 1933, as amended (a) the “Act”). The Seller Notes have not been registered under the Act or the securities or the securities laws of any state or other jurisdiction. b. As of the date hereof, the principal outstanding under the Seller Notes delivered pursuant to Section 2 above is not less than $15,325,000 and, as of the date hereof, interest on the Seller Notes has been paid through on or about March 6, 2015. c. Each Seller has provided Buyer with a true, correct and complete copy of its Seller Notes, Note Purchase Agreement and all material Transaction Documents. d. Each Seller is duly incorporated, organized and validly existing, and in good standing existing under the laws of the State jurisdiction of California its respective incorporation and has full right, power and authority to executeconvey the Assigned Interests to Buyer. The execution, deliverdelivery, and perform its obligations under performance by Sellers of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all instruments requisite corporate action on the part of Sellers. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by Sellers, and (assuming due authorization, execution, and delivery by Buyer) this Agreement and the documents to be delivered hereunder constitute legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms. e. Except as provided in that certain Last-Out Participation Agreement dated as of September 29, 2015 by and among the Sellers, the Collateral Agent, Prudential Capital Partners IV, L.P., Prudential Capital Partners Management Fund IV, L.P. and PCP Capital Partners (Parallel Fund) IV, L.P., on the Closing Date: (i) Sellers are the sole legal and beneficial owners of the Assigned Interests and have not assigned, pledged, hypothecated, encumbered, or transferred any of such Assigned Interests, in whole or in part, except as explicitly disclosed herein; and (ii) Sellers own the Seller Notes free and clear of all mortgages, liens, loans, and encumbrances, including all encumbrances and liens that arise in the ordinary course of business that might impair Sellers’ ownership or use of such property or assets. f. Due to the occurrence and continuation of one or more Events of Default, no Seller is obligated to extend any further credit to the Company pursuant to the Note Purchase Agreement or the Seller Notes. g. No consent, approval, waiver, or authorization is required to be delivered obtained by Buyer hereunder. All requisite authorizing action has been taken by Buyer Sellers from any person or entity (including any governmental authority) in connection with the execution execution, delivery, and delivery performance by Sellers of this Agreement and the consummation of this transactionthe transactions contemplated hereby. h. To Sellers’ Knowledge (b) The execution, delivery and performance of this Agreement by Seller will not (1) violate or conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation of any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict with, or result in the breach of the provisions of, or constitute a default under, any material agreement, license, permit, or other instrument to which Seller is a party or is bound. (c) Except as disclosed herein, there is neither pending nor, to Seller’s knowledge, threatened against Seller, the Property, or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation of the Property following the Closing, or (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under this Agreement. (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, Seller has received no written notification from any governmental authority (i) that the Property or any part thereof is in violation of any applicable law, ordinance, rule, regulation, or judicial or administrative order or ruling, or (ii) that the condemnation of the Property is contemplated or being considered. (e) Except as disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledgedefined below), there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined material inaccuracy in the Agreement for Environmental Conditions). representations made by the Company in Section 17(b)(ix) and (gxviii) Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 of the Code. (h) For purposes hereofStrict Foreclosure Agreement. As used herein, the term “to Seller’s knowledge,Sellers’ Knowledge” means the present, actual knowledge of X.X. XxxxxxxxPxxx Xxxxxx. i. Xxxxxxx represent that no broker, President finder, or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Sellers; provided, however, that out of an abundance of caution, the parties acknowledge that certain fees and expenses may be payable by the Company to TKO Mxxxxx. Sellers hereby agree that in the event any claim is made for a broker’s commission as a result of a Seller’s breach of the representation contained herein, with no duty of due diligence or inquiry on the part Sellers shall hold Buyer and its successors and assigns harmless, and shall indemnify such parties, from and against any and all liabilities arising out of such officerclaims, including reasonable attorneys’ fees and court costs. Seller has reviewed This paragraph shall survive the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunderClosing.

Seller’s Representations and Warranties. Seller represents and warrants to Buyer Purchaser as follows: (a) Seller is duly incorporatedhas the legal power, validly existing, and in good standing under the laws of the State of California and has full power right and authority to execute, deliver, and perform its obligations under enter into this Agreement and all instruments required to be delivered consummate the transactions contemplated hereby. Neither this Agreement nor the transactions contemplated hereby will require any approval of the shareholders of XXX Stores. This Agreement and the transactions contemplated hereby have been approved by Buyer hereunder. All requisite authorizing action has been taken by Buyer in connection with the Board of Directors of XXX Stores. (b) Neither the execution and delivery of this Agreement and nor the consummation of this transaction. (b) The execution, delivery and performance of this Agreement by Seller will not (1) violate or the transactions herein contemplated conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation of any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict with, or result in the material breach of the any terms, conditions or provisions of, of or constitute a default under, any material agreementbond, license, permit, note or other instrument evidence of indebtedness or any agreement to which Seller is a party or is boundparty. (c) Except To Seller’s knowledge, no Person other than Purchaser has an option or right of first refusal to purchase the Assets or any Property or any portion thereof, except as disclosed hereinset forth on Schedule 6.1(c)(i) (the “Purchase Option Agreements”) and Schedule 6.1(c)(ii) (the “Right of First Refusal Agreements”). The copies of the Purchase Option Agreements and Right of First Refusal Agreements delivered by Seller to Purchaser are true, correct and complete. (d) To Seller’s knowledge, there is neither no pending noror threatened condemnation action affecting any Property. (e) To Seller’s knowledge, except as set forth on Schedule 6.1(e) attached hereto, there is no action, suit or proceeding pending or, to Seller’s knowledge, threatened against SellerSeller in any court or by or before any other governmental agency or instrumentality which would affect any of the Assets, the Property, Properties or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon would materially and adversely affect the use, value or operation of the Property following the Closing, or (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under carry out the transactions contemplated by this Agreement. (df) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to To Seller’s knowledge, neither Seller has received no written notification from nor any governmental authority (i) that the Property or other party under any part thereof REAs is in violation of default under any applicable law, ordinance, rule, regulation, or judicial or administrative order or ruling, or (ii) that the condemnation of the Property is contemplated or being considered. (e) Except as disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights REAs in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions)material respect. (g) To Seller’s knowledge after due inquiry, neither this Agreement nor the transactions contemplated hereby will constitute a breach or violation of, or default under, or will be modified, restricted or precluded by, the REAs or any other agreement binding Seller or the Properties, provided that Seller obtains the consents from the parties identified on Schedule 6.1(g) attached hereto (the “Required Consents”) in form and substance satisfactory to Purchaser. Neither this Agreement nor the transactions contemplated hereby will constitute a breach or violation of, or default under, or will be modified, restricted or precluded by, or any other agreement to which Seller is not a foreign person party or entity, as described in the Foreign Investments in Real by which Seller or any Property Tax Act, Section 1445 of the Codeis bound. (h) For purposes hereofSeller has obtained or will obtain prior to Closing the Required Consents. (i) Seller is not required to make any filing with, or to obtain any permit, authorization, consent or approval of, any governmental or regulatory authority (including, without limitation, any securities exchange) as a condition to the execution and delivery or performance of this Agreement and the consummation of transactions contemplated hereby. (j) The Assets will be conveyed to Purchaser at Closing free and clear of any and all liens, encumbrances, charges or adverse interests. (k) Neither Seller nor any of the entities constituting Seller: (i) is “insolvent” or will be, after completion of the transactions contemplated hereby, rendered “insolvent”, as the term “to insolvent” is used in the Bankruptcy Code or in the Uniform Fraudulent Conveyance Act as enacted in either any state in which any Property is located or the state in which Seller’s principal office is located (the “Creditors’ Rights Statutes”); (ii) has, or after completion of the transactions contemplated hereby will be left with, an unreasonably small capital within the meaning of the Creditors Rights Statutes; (iii) in entering into and carrying out its obligations hereunder, intends to incur, or believes that it will incur, debts beyond its ability to satisfy such debts as they mature within the meaning of the Creditors Rights Statutes; (iv) has commenced a case under Title 11 of the U.S. Code, or under any other applicable federal or state bankruptcy or similar law; (v) appointed a trustee or receiver of any property interest; (vi) made an assignment for the benefit of creditors; (vii) suffered an attachment, execution or other judicial seizure of a substantial property interest; (viii) suffered a dissolution or liquidation; or (ix) suffered the discontinuation of trading of shares on the New York Stock Exchange; (l) The representations and warranties of Seller set forth in this Agreement are true, accurate and complete; and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statement therein not misleading. Whenever in this Agreement there is a reference to the “knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, such term refers to the actual (as opposed to the constructive or imputed) knowledge, with no duty to undertake inquiries or investigations, of due diligence or inquiry on the part (i) Xxxxxx Xxxx, Chief Executive Officer of such officer. Seller has reviewed the representations XXX Stores, and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j)(ii) Xxxxxxx Xxxxxxxxx, who is named herein to define the scope Chief Financial Office of Seller’s knowledge, but who shall not have any personal liability hereunderXXX Stores.

Seller’s Representations and Warranties. Seller represents and warrants to Buyer Purchaser as of the Effective Date as follows: (a) 10.1.1 Seller is a limited partnership, duly incorporatedorganized, validly existing, existing and in good standing under the laws of the State of California California. . 22043518.5 -14- 10.1.2 Subject to Sections 8.2.1 and 8.2.2 above, Seller has full power power, right and authority to execute, deliver, enter into and perform its obligations under this Agreement Agreement. Subject to Sections 8.2.1 and all instruments required to be delivered by Buyer hereunder. All requisite authorizing action has been taken by Buyer in connection with 8.2.2 above, the execution and delivery of this Agreement and the consummation of this transaction. (b) The execution, delivery and performance of this Agreement by Seller will not (1) violate or conflict have been duly and properly authorized by proper corporate action in accordance with Buyer’s corporate power or authority, (ii) to applicable law and with the Partnership Agreement of Seller. 10.1.3 To Seller’s knowledge, constitute a violation Exhibit C-1 attached hereto lists all of the Service Contracts entered into by Seller that affect the Property and the service provider under each Service Contract (the “Current Service Contracts”); provided however, on the Closing Date, and pursuant to the Assignment of Leases, Security deposits and Service Contracts, Seller shall assign and Purchaser shall assume only those Current Service Contracts listed on Exhibit C-2 attached hereto. Notwithstanding anything in this Agreement to the contrary, Seller does not covenant or represent that any particular Service Contract will be in force or effect as of the Closing, or that the parties to the Service Contracts will not be in default under their respective Service Contracts, and the existence of any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iii) to default by any party under any Service Contract shall not affect the obligations of Purchaser hereunder. 10.1.4 To Seller’s knowledge, conflict withExhibit L attached hereto accurately describes, or result in all material respects, the breach following information concerning the Leases affecting the Property as of the provisions ofdate thereon (“Rent Roll”): (a) unit number, or constitute a default under(b) name of tenant, any material agreement, license, permit, or other instrument to which Seller is a party or is bound. (c) Except as disclosed hereinrental rate, there (d) move in date, (e) expiration date, and (f) amount of security deposit. Seller makes no representation with respect to any information provided in Exhibit L that is neither pending nornot described in the preceding sentence. Notwithstanding anything in this Agreement to the contrary, to Seller does not covenant or represent that tenants under Leases will not be in default under their respective Leases, and the existence of any default by any tenant under its Lease shall not affect the obligations of Purchaser hereunder. 10.1.5 To Seller’s knowledge, threatened against Sellerexcept as set forth on Exhibit N attached hereto, Seller has not received from any governmental authority having the Property, power of eminent domain any written notice of any condemnation of the Property or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation of the Property following the Closing, or (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under this Agreementthereof. (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to 10.1.6 To Seller’s knowledge, except as set forth on Exhibit O attached hereto, Seller has received no written notification notice of any pending litigation initiated against Seller or the Property which would materially affect the Property after Closing. 10.1.7 To Seller’s knowledge, except as set forth on Exhibit P attached hereto, Seller has not received from any governmental authority written notice of any material violation of any building, fire or health code or any other statute applicable to the Property which will not be cured prior to Closing. 10.1.8 Except for this Agreement, Seller has not granted to any third party any options to purchase the Property which are currently binding on the Property. 10.1.9 Seller has not (i) that made a general assignment for the Property benefit of creditors, (ii) filed any voluntary petition in bankruptcy or any part thereof is in violation suffered the filing of any applicable lawinvoluntary petition by Seller’s creditors, ordinance, rule, regulation(iii) suffered the appointment of a receiver to take possession of all, or substantially all, of Seller’s assets, (iv) suffered the attachment or other judicial seizure of all, or administrative order or rulingsubstantially all, of Seller’s assets, or (iiv) that the condemnation admitted in writing its inability to pay its debts as they come due. 10.1.10 Attached hereto as Exhibit S is a copy of the Property is contemplated or being considered. (e) Except as disclosed herein, to Seller’s knowledge, form of concession report that Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights uses in any part connection with its operation of the Property being sold to BuyerProperty. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions). (g) Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 of the Code. (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunder.

Seller’s Representations and Warranties. Seller represents and warrants to Buyer Purchaser as follows, all of which shall be remade on the Closing Date as a condition precedent to Purchaser’s obligation to close: (ai) Seller is duly incorporatedorganized, validly existing, existing and in good standing under the laws of the State of California its formation and is duly qualified and in good standing in the State in which the Real Property is located. Seller has the full right, power and authority authority, without the joinder of any other person or entity, to executeenter into, deliver, execute and perform its obligations under deliver this Agreement and to perform all instruments required to be delivered by Buyer hereunder. All requisite authorizing action has been taken by Buyer in connection with duties and obligations imposed on Seller under this Agreement, and neither the execution and nor the delivery of this Agreement and Agreement, nor the consummation of this transaction. (b) The executionthe purchase and sale contemplated hereby, delivery nor the fulfillment of or compliance with the terms and performance conditions of this Agreement by Seller will not (1) violate or conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation of any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict with, or will result in the breach of any of the provisions ofterms, conditions, or constitute a default under, provisions of any material agreement, license, permit, agreement or other instrument to which Seller is a party or by which Seller or any of Seller’s assets is bound.. This Agreement is a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms; (cii) Except as disclosed hereinto Purchaser on Schedule 4.4(ii), there is neither no existing or pending norlitigation, arbitration or other legal or administrative suit, action, proceeding or investigation of any kind affecting or involving Seller or the Property other than routine dispossessory proceedings with respect to tenants in default under Space Leases (all of which have been fully described and disclosed to Purchaser in writing) and, to Seller’s actual knowledge, no such matter has been threatened against Seller, the Property, or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation of the Property following the Closing, or (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under this Agreement.in writing; (diii) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to To Seller’s actual knowledge, Seller has not received no any written notification from any governmental authority (i) that the Property notice, citation or any part thereof is in other claim alleging violation of any applicable lawfederal, ordinance, rule, regulationstate or local laws or any governmental requirements, or judicial or administrative order or rulingany Permitted Encumbrances, or (ii) that concerning the condemnation Property, which has not been fully remedied, with written evidence of the Property is contemplated acceptance or being considered. approval of such remedy having been provided by the applicable governmental agency (e) Except as disclosed herein, and a copy thereof provided to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined belowPurchaser), or (ii) notice from any insurance broker, agent or underwriter that any noninsurable condition exists in, on or about the Real Property, Improvements or any part thereof. (iv) No bankruptcy, insolvency, rearrangement or similar action involving the Seller, whether voluntary or involuntary, is pending or, to Seller’s actual knowledge, threatened, and Seller has never filed a voluntary petition in bankruptcy; been adjudicated a bankrupt or insolvent or filed a petition or action seeking any reorganization, arrangement, recapitalization, readjustment, liquidation, dissolution or similar relief under any Federal bankruptcy act or any other laws; sought or acquiesced in the appointment of any trustee, receiver or liquidator of all or any substantial part of its properties, the Property, personal property or any portion thereof, or made an assignment for the benefit of creditors or admitted in writing its inability to pay its debts generally as the same become due; (v) To Seller’s actual knowledge, Seller has not entered intoreceived any written notice from any governmental authority regarding any change or proposed change to the zoning classification of the Land, agreed any threatened on contemplated condemnation proceedings or proceedings to widen or realign any street or highway adjacent to the Land or that otherwise affects or could reasonably affect the Land or the Improvements; {10610630;2} 11 (vi) Except as may be identified in any environmental reports delivered by Seller to Purchaser as a part of the Due Diligence Items, to Seller’s actual knowledge, Seller has not received any written notice that the Property is in violation of any federal, state, or local laws, ordinances or regulations applicable to the Property with respect to Hazardous Materials (as hereinafter defined) or toxic substances. Except for the foregoing, Seller makes no representations or warranties as to whether the Property contains asbestos, radon or any hazardous materials or harmful or toxic substances, or pertaining to the extent, location or nature of same, if any. Further, to the extent that Seller has provided Purchaser information from any inspection, engineering or environmental reports concerning asbestos, radon or any hazardous materials or harmful or toxic substances, Seller makes no representations or warranties with respect to the accuracy or completeness, methodology of preparation or otherwise concerning the contents of such reports; (vii) The list of the Contracts attached hereto as Exhibit “K” is complete in all material respects as of the date hereof, and there are no other service contracts, equipment leases or maintenance contracts currently affecting the Property or the leasing, advertising, management, operation, maintenance or repair thereof other than the property management agreement, which Seller shall cause to be terminated as of the Closing Date; (viii) To Seller’s actual knowledge, except for those tenants in possession of the Property under written Space Leases for space in the Property, as shown on the Rent Roll attached hereto as Exhibit “L” (the “Rent Roll”), there are no parties in possession of, or claiming any possession to, any portion of the Property, and the Rent Roll is true, correct and complete in all material respects as of the date set forth therein. Seller has, and will have at Closing, full authority to convey the Space Leases and all Deposits free and clear of all liens, encumbrances, security interests and adverse claims of any kind or nature whatsoever, other than liens, encumbrances and security interests that will be terminated at or prior to Closing: (ix) Except as set forth on the Rent Roll or disclosed in the Due Diligence Items delivered or made available to Purchaser, to Seller’s actual knowledge: (a) the Space Leases are in full force and effect, have not been subjected amended or modified, and the full current rent is accruing thereunder, (b) no monthly rent has been paid more than one (1) month in advance (except as otherwise expressly permitted or required pursuant to the terms of the Space Lease), and (c) no concession, moving or relocation allowance or credit, or other payment or credit of any kind is presently owed, or will or could become due and payable, to any consent, decree, judgment or order tenant under any Environmental Laws, relating the Space Leases; (x) Subject to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined normal additions and replacements in the Agreement for Environmental Conditions).ordinary course of business of Seller, Seller is and will, on the Closing Date, be the owner of all the Tangible Personal Property scheduled on Exhibit “J” used in connection with the Property and has, and will have at Closing, full authority to convey the same free and clear of all liens, encumbrances, security interests and adverse claims of any kind or nature whatsoever, other than liens, encumbrances and security interests that will be terminated at or prior to Closing; (gxi) Seller is not a “foreign person or entityperson”, as described that term is defined in the Foreign Investments in Real Property Tax Act, Section 1445 of the Code.Internal Revenue Code of 1986, as amended; and {10610630;2} 12 (hxii) Seller is not now nor shall it be at any time prior to or at the Closing an individual, corporation, partnership, joint venture, association, joint stock company, trust, trustee, estate, limited liability company, unincorporated organization, real estate investment trust, government or any agency or political subdivision thereof, or any other form of entity (collectively, a “Person”) named in any executive orders or lists published by the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) as Persons with whom a United States citizen may not transact business or must limit their interactions to types approved by OFAC. For purposes hereofof this Agreement, all references to “Seller’s actual knowledge”, “the knowledge of Seller” or any similar reference shall be deemed to refer to the current actual knowledge of Xxxx Xxxxxxx, the term Group Vice President of Preferred Residential Management, LLC, the current property manager of the Property, without any special investigation or inquiry. All of Seller’s foregoing representations and warranties expressly shall survive the Closing for a period of nine (9) months (the “Limitation Period”). Notwithstanding anything to the contrary contained in this Agreement, in the event that Purchaser or its agents, employees, or representatives obtains knowledge prior to Closing that any of Seller’s representations or warranties were untrue when made in any material respect, then (i) Purchaser shall be deemed to have knowledge thereof (herein, “Deemed Knowledge”), (ii) if Purchaser does not elect to exercise its termination right as a result thereto as provided in this Agreement, then such representation or warranty automatically and without further action shall be deemed to be qualified by such Deemed Knowledge, and (iii) Purchaser’s sole and exclusive remedy as a result thereof shall be to terminate this Agreement and receive a refund of the Xxxxxxx Money (thereby waiving any and all rights and remedies otherwise available to Purchaser with respect to such breach of which Purchaser has Deemed Knowledge), unless such misrepresentation is due to a change occurring after the Effective Date due to Seller’s knowledge,” means (or its agents or affiliates) acts, omissions or breach of this Agreement , which shall constitute a default by Seller and Purchaser shall have the presentright to terminate and exercise all rights and remedies under Section 8.1, actual knowledge and thereafter, Purchaser and Seller shall have no further rights or obligations under this Agreement except for the Surviving Obligations. If, notwithstanding that Purchaser has Deemed Knowledge of X.X. Xxxxxxxxany such matter, President as aforesaid, Purchaser nevertheless elects to close the transaction contemplated by this Agreement, then Purchaser shall be deemed to have waived any and all rights and remedies otherwise available to Purchaser with respect to such breach of which Purchaser has Deemed Knowledge, which waiver expressly shall survive Closing. Seller’s liability for breach of any covenant, indemnity, representation or warranty with no duty respect to this Agreement or any document executed by Seller (other than for prorations and costs under Section 6.3 or Section 6.4) shall be limited to claims in excess of due diligence or inquiry on an aggregate $10,000; provided, that if the part aggregate of all such claims exceeds $10,000, Seller shall be liable for the full amount of such officerclaims up to the maximum amount permitted pursuant to the immediately following sentence. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope Seller’s maximum aggregate liability for all claims arising out of Seller’s knowledge, but who Representations and Warranties shall not exceed $500,000. Purchaser shall provide written notice to Seller prior to the expiration of the Limitation Period of any alleged breach of Seller’s Representations and Warranties and shall allow Seller ten (10) business days within which to cure such breach, if such breach is curable. If Seller fails to cure such breach after written notice and within such cure period, Purchaser’s sole remedy shall be an action at law for actual damages as a consequence thereof, which must be commenced, if at all, within the Limitation Period; provided that if within the Limitation Period Purchaser gives Seller written notice of such a breach and Seller notifies Purchaser of Seller’s commencement of a cure, commences to cure and thereafter terminates such cure effort, Purchaser shall have any personal an additional time (up to twenty (20) days to allow for Seller’s cure period to fully lapse and thereafter take action) from the date of such termination within which to commence an action at law for damages as a consequence of Seller’s failure to cure. The Limitation Period referred to herein shall apply to known as well as unknown breaches of Seller’s Warranties. Purchaser specifically acknowledges that such termination of liability hereunder.represents a material element of the consideration to Seller. {10610630;2} 13

Seller’s Representations and Warranties. Seller represents makes the following ----------------------------------------- representations and warrants warranties to Buyer Buyer, each of which is true and correct as followsof the date of this Agreement, and will be true and correct as of the Closing Date: (a) Seller Vazquez and John Gough ("Gough") are the sole owners of Onesourcx. Xxxxer is duly incorporated, validly existing, and in good standing under xxx xxxx ownxx xf the laws of the State of California and has full power and authority to execute, deliver, and perform its obligations under this Agreement and all instruments required to be delivered by Buyer hereunder. All requisite authorizing action has been taken by Buyer in connection with the Assets. (b) The execution and delivery of this Agreement and the consummation documents contemplated hereby and the performance by Seller of its obligations hereunder and thereunder have been duly and validly authorized by all necessary corporate action. Seller has full legal power and authority to enter into and perform this transactionAgreement, and this Agreement constitutes the valid and binding obligation of Seller, enforceable in accordance with its terms. (bc) The execution, execution and delivery and performance of this Agreement by Seller will does not (1) violate or conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation of any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict with, or result in the breach of the provisions ofviolate, or constitute a default underunder the terms, any material agreement, license, permitconditions, or other provisions of any agreement or instrument to which Seller is a party or is bound. (c) Except as disclosed herein, there is neither pending nor, to Seller’s knowledge, threatened against Seller, the Propertyparty, or any part thereof any legal actionlaw, arbitration, administrative proceeding before any governmental authorityjudgment, or investigation that could (i) have a material adverse effect order of which Seller is aware, and will not result in the creation of any lien, security interest, or encumbrance on Buyer or upon the use, value or operation any of the Property following the Closing, or (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under this AgreementAssets. (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed hereinThere are no actions, suits, proceedings, or claims now pending, or, to the best of Seller’s 's knowledge, threatened against Seller has received no written notification from any governmental authority (i) or the Assets that would affect Seller's ability to fulfill Seller's obligations under this Agreement or that would impair the Property or any part thereof is in violation of any applicable law, ordinance, rule, regulation, or judicial or administrative order or ruling, or (ii) that the condemnation value of the Property is contemplated or being consideredAssets. (e) Except Seller will have at Closing good and marketable title to the Assets free and clear of all liens, charges, and encumbrances other than those securing the Liabilities, as disclosed herein, to by Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions Seller has provided Buyer with true and as disclosed herein, (i) to correct copies of all Contracts. To Seller’s 's knowledge, there all of the Contracts are in full force and effect, have been duly executed by the parties, and neither Seller nor any other party is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller in default under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions)Contract. (g) Seller is not a foreign person or entity, as described has provided Buyer with true and correct copies of all documents evidencing Seller's rights in the Foreign Investments Intangible Property. To Seller's knowledge, each agreement, instrument, or license with respect to the Intangible Property is in Real Property Tax Actfull force and effect, Section 1445 of the Codeand neither Seller nor any other party is in default under any such agreements. (h) For purposes hereofThe Personal Property is in good working condition and repair, reasonable wear and tear excepted, and is adequate and appropriate for the term “Business as now conducted. Any items of Inventory are in good condition, and are usable and/or salable in the ordinary course of the Business as now conducted. (i) Seller is conducting and has conducted the Business in compliance with all applicable Federal, state and local laws, rules, regulations, ordinances, orders, decrees, building codes, safety and fire and health approvals, certificates of occupancy or other governmental restrictions applicable to the Business or the Assets. (j) John Gough and Gabriel Hernandez, both interested parties of the traxxxxxxxx xave xxxxxx x xxxxxxnt acknowledging and consenting to the terms of the transaction between Seller and Buyer. These Acknowledgement and Consent documents will be attached hereto as Exhibit "D". (k) Seller represents that it has paid all sales and use tax and buyer will be able to receive a corporation tax clearance certificate from the State Board of Equalization (with respect to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations 's sales and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(juse tax liabilities), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunder.

Seller’s Representations and Warranties. Seller represents and warrants to Buyer and agrees with Purchaser, subject in all events to the qualifications or limitations to or on such representations and warranties as followsare set out in this Article 3, that: (a) Seller is duly incorporated, validly existing, and in good standing under the laws of the State of California and has full power and authority to execute, deliver, and perform its obligations under this Agreement and all instruments required to be delivered by Buyer hereunder. All requisite authorizing action has been taken by Buyer in connection with the 5.1 The execution and delivery of this Agreement and the consummation of the transactions contemplated by this transactionAgreement will not result in the breach of any of the terms or conditions of nor result in the breach of any of the terms or conditions of nor constitute a default under the Articles of Incorporation nor the By-laws of Seller. (b) The 5.2 Except for the approval of the Board of Directors of Seller, the consent of the shareholders of Seller, the approval or consent of the Noteholders, the approval or consent of the owners of the NPI Interests, the approval or consent of a transfer of the rights in respect of the Gulf Fee Lease, no other approvals, consents or authorizations to the execution, delivery and performance of this Agreement and the transactions contemplated hereby are required for the execution and performance of this Agreement by Seller. 5.3 To the best of Seller's knowledge, except as described in Section 5.2, there are no liens, encumbrances or mortgages covering any of the Lands and the wells thereon, and Seller is unawarx xx any rights in any third parties which, upon the passage of time, would permit the filing of any liens or encumbrances on the Lands or wells. 5.4 The share of costs to be borne by Seller in regard to each Lease is set forth on Exhibit A, and is described therein as the "GWI." The share of hydrocarbons that are allocated to Seller after the lessor's share of royalty and any overriding royalty has been deducted is set forth on Exhibit A, under the heading "NRI." The amount of NRI set forth on Exhibit A does not take into account any amount which is allocated to the NPI Interests. 5.5 Except for the Claim and the potential claims described in the correspondence from Traton Operating Company dated March 7, 2014, copies of which have been or will be furnished to Purchaser, Seller is unaware of any demand letters, offset, development or drainage letters or claims asserted by any third party (including, but not limited to, a lessor under any of the Leases) or governmental authority against Seller in respect of the Leases or the production therefrom or attributable thereto nor are there any suits, actions, claims, investigations, audits, inquiries or proceedings, threatened or pending, against Seller in respect of taxes, governmental charges, duties or assessments, nor are there any matters under discussion with any governmental authority relating to taxes, governmental charges, duties, assessments or requirements for refunds or penalties or any claims for additional taxes, governmental charges, duties, assessments or refunds or penalties asserted by any governmental authority affecting the Interests or the production therefrom or attributable thereto. 5.6 Seller believes in good faith, but does not represent and warrant, that during the time that Seller has claimed to own interests in the Leases, Seller's purchaser of hydrocarbons from the Leases, Sunoco Partners Marketing & Terminals, L.P. (1"Sunoco"), has paid all royalties due under the Leases or has suspended such royalty payments in Sunoco's financial accounts under title or division order conditions determined solely by Sunoco to justify such suspense, and during the time that Seller has claimed to own interests in the Leases, Seller has not received any notice, written or otherwise, from Sunoco that any party has claimed that royalties are due and unpaid, or that there are any other working interest owners, other than C.F.O., Inc., that are entitled to payment with respect to the sale of Hydrocarbons. To the Seller's best information, Sunoco (or its predecessor or predecessors) violate likewise paid, or conflict with Buyer’s corporate power justifiably suspended, all royalties due under the Leases for the period of time before Seller acquired any interest in the Leases, but Seller cannot and does not warrant and represent that that is the case. Seller in good faith believes, but does not represent and warrant to Purchaser, that the Leases are in full force and effect. 5.7 Seller, before Seller acquired the Leases, conducted reviews of the title to the Leases, and made its commercially reasonable efforts to verify the quantum of interest to be acquired by it. With regard to the Lease referred to as the "Coline Lease" on Exhibit A, Seller reviewed the division orders currently in place, and after submitting transfer orders to Sunoco, Seller has received the proceeds of the sale of the quantum of interest set forth on those division orders. Other than as disclosed in Section 5.5, Seller has not received any notice of any suits, actions, claims, investigations, audits, inquiries or authorityproceedings, threatened or pending, and has no knowledge of any suits, actions, claims, investigations, audits, inquiries or proceedings, threatened or pending. 5.8 To the best of Seller's knowledge, none of the Interests is affected by any agreement or arrangement (ii) including, but not limited to, any hedging agreement, take or pay, gas balancing, pipeline balancing or other prepayment agreement or production payment, other than the alleged production payments referred to in that certain Limited Title Report from the Willyard Law Firm PLLC, dated June 00, 0000, which, as of the Effective Date, requires Seller to deliver hydrocarbons produced from the Leases at some future time without then or thereafter receiving full payment therefor or at a specified price. 5.9 To the best of Seller's knowledge, except for those consents or approvals listed in Article 3 there are no consents required for Seller to transfer and convey all or any portion of title to the Leases, and, except for the rights listed in Article 3, there are no rights in third parties which would preclude Seller from transferring all or any portion of title to the Leases. 5.10 Seller possesses all licenses, permits, certificates, orders, approvals and authorizations necessary from any governmental entity having jurisdiction to own and to operate the Interests and to carry on its business as now conducted, and Seller has not received any notice from any governmental entity having jurisdiction that Seller does not possess any licenses, permits, certificates, orders, approvals and authorizations necessary to own the Interests and to carry on its business as now conducted. 5.11 The information furnished to Purchaser by Seller that Seller received from its predecessors in ownership of the Interests or from third party sources (such information including, but not limited to maps, plats, well logs, core analyses and sections, production data, operating expenses, net revenue interests and working interests, gas-condensate oil ratios, seismic and geological data, surface and subsurface maps, third party reversionary rights, burdens and encumbrances), is comprised of either the originals of such information or true and correct copies of such information as received by Seller and Seller did not withhold any information which if known by Purchaser would have caused Purchaser to credit less reserves to the Leases and the Lands or to change the classification of such reserves, and, to Seller’s 's knowledge, constitute a violation there have been no changes subsequent to the furnishing of such information to Purchaser that would affect the current accuracy or completeness of the information heretofore furnished Purchaser in any lawmaterial respect. To the best of Seller's knowledge, regulation, order, writ, judgment, injunctionSeller has provided copies of all of the foregoing to Purchaser, or decree applicable has provided Purchaser with access to Seller, or (iii) to Seller’s knowledge, conflict with, or result in the breach of the provisions of, or constitute a default under, any material agreement, license, permit, or other instrument to which Seller is a party or is boundforegoing. (c) 5.12 Except as disclosed hereinin Section 5.5, to the knowledge of Seller, there is neither pending norhave been no claims, to Seller’s knowledge, threatened against Seller, demands or allegations that the PropertyInterests, or any part thereof any legal actionthereof, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation of the Property following the Closing, or (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under this Agreement. (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, Seller has received no written notification from any governmental authority (i) that the Property or any part thereof is been operated in violation of any applicable lawlaw relating to environmental conditions and industrial hygiene, ordinanceincluding, rulewithout limitation, regulationthe Resource Conservation and Recovery Act of 1976, 42 U.S.C. ss.ss. 6901, et seq., the Cxxxxxhensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. ss.ss. 9601-9657, as amended xx xhe Superfund Amendments and Reauthorization Act of 1986, the Hazardous Materials Transportation Act, 49 U.S.C. ss.ss. 6901, et seq., the Fedexxx Xater Pollution Control Act, 33 U.S.C. ss.ss. 1251, et seq., the Clexx Xxr Act, 42 U.S.C. ss.ss. 741, et seq., the Clean Xxxxx Act, 33 U.S.C. ss. 7401, the Toxic Substances Control Act, 15 U.S.C. ss.ss. 2601-2629, the Safe Drxxxxxg Water Act, 42 U.S.C. ss.ss. 300F - 300J, and all sixxxxx federal, state and local environmental statutes, ordinances and the regulations, orders and decrees now or judicial or administrative order or ruling, or (ii) that hereafter promulgated thereunder. Seller is not the condemnation operator of any of the Property is contemplated Interests, but to the knowledge of Seller, all operators have operated their respective properties in accordance with laws relating to environmental conditions and industrial hygiene. Purchaser acknowledges that if it acquires the Interests, it will acquire the Interests subject to any claims or being considereddemands that allege a breach or infraction of any of the laws involving the environment, including, but not limited, to those listed in this Section, whether or not the breach or infraction occurred before, on or after the Effective Date, and that Purchaser will hold Seller harmless from any claims, demands or liabilities arising from any alleged or actual breach of infraction of any laws involving the environment. (e) Except as disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership 5.13 Purchaser acknowledges and agrees that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered intomade, agreed and does not make, any warranty or representation, express, implied or otherwise, as to the accuracy or completeness of any data, reports, records, projections, information or materials now, heretofore or hereafter furnished or made available to Seller’s knowledgePurchaser in connection with this Agreement including, been subjected without limitation, pricing assumptions, or quality or quantity of hydrocarbon reserves (if any) which Seller believes might be attributable to the Interests or the ability or potential of the any of the Interests to produce hydrocarbons or the environmental condition of the properties or any other matters contained in the proprietary data or any other materials furnished or made available to Purchaser. Any and all data, records, reports, projections, information and other materials (written or oral) furnished to Purchaser or otherwise made available or disclosed to Purchaser were provided to Purchaser as a convenience and shall not create or give rise to any consent, decree, judgment liability of or order under against Seller and any Environmental Laws, relating reliance on or use of the same shall be at Purchaser's sole risk to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions)maximum extent permitted by law. (g) 5.14 Seller is selling the Interests to Purchaser as is, where is - with all faults and without any warranties or covenants of title, express or implied, and without any representations concerning title to the Interests not a foreign person or entityspecifically set forth in this Article 5, and notwithstanding any representation of the GWI and the NRI, as described set forth in Exhibit A, Seller does not warrant any quantum of title. In addition, Purchaser will assume all responsibility and liability for any environmental defects whether arising before, during or after the Foreign Investments in Real Property Tax Act, Section 1445 of the CodeEffective Date. (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunder.

Seller’s Representations and Warranties. The Seller represents and warrants to Buyer Purchaser as follows: (a) 5.1. The Seller is a corporation duly incorporatedorganized, validly existing, existing and in good standing under and by virtue of the laws of the State of California Nevada. 5.2. The Seller will prior to closing obtain a waiver from any secured party that may appear to have an interest in the assets listed in Section 1.1 and has full power will convey to Purchaser good and authority marketable title to executeall of the assets described in Section 1.1, deliversubject to no mortgage, pledge, lien, conditional sale agreement, encumbrance, or charge. 5.3. The execution and perform its obligations under delivery of this Agreement to the Purchaser and all instruments required to be delivered by Buyer hereunder. All requisite authorizing action the sale contemplated hereby has been taken duly authorized by Buyer in connection with all necessary corporate action on the part of the Seller. 5.4. Neither the execution and delivery of this Agreement and Agreement, nor the consummation of this transaction. (b) The executionthe sale contemplated hereby will conflict with, delivery and performance or result in a material breach of, any of this Agreement by Seller will not (1) violate the terms, conditions, or conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation provisions of any law, law or any regulation, order, writ, judgment, injunction, or decree applicable to Sellerof any court or governmental instrumentality, or of the corporate charter or by-laws of the Seller or of any agreement, whether written or oral, or other instrument to which the Seller is a party or by which it is bound, or constitute (iiiwith the giving of notice of the passage of time or both) to Seller’s knowledge, conflict witha default thereunder, or result in the breach any lien or encumbrance on any of the provisions ofSeller's assets to be transferred to the Purchaser pursuant hereto. 5.5. The contracts listed in SCHEDULE 1.1 are "as is" and there exists to the best of Seller's knowledge and belief no material breach or default by either party with respect to same. That the copies of those contracts previously delivered to Purchaser are accurate and complete and there exist no amendments which were not previously disclosed. That Seller is not presently aware of any past deficiencies in its performance of services under such contracts that might adversely affect the continuation of supplying services under such contracts. 5.6. There are no contracts, agreements or constitute a default underarrangements, any material agreementwritten or oral, license, permit, or other instrument relating to the conduct of the business of the GD of Seller relating to the assets to be sold hereunder to which Seller is a party or is boundbound for which Purchaser would have responsibility except as may be referred to in this Agreement or any Schedule or Exhibit annexed hereto. (c) Except as disclosed herein5.7. To the best of Seller's knowledge and belief, there is neither pending norare no claims or threatened claims, no litigation related to the contracts listed in SCHEDULE 1.1(A), or the other assets being sold hereunder. 5.8. That "Recessgames.com", "Silverbirchstudios.com" and "XxxxxXxXxxro.com" xxx xxx xxxx xxxxx Seller has used in the xxxration of its business to be sold hereunder. 5.9. That Seller has conducted its GD business in a legal manner at all times and has and maintains all licenses, permits and approvals necessary to the conduct of the business except for those which would not materially affect the business. Seller will continue to operate the business in this manner until the effective date. 5.10. There have been no past proceedings or any proceedings now pending, nor to Seller’s knowledge's knowledge or belief, threatened against Seller, Seller with regard to the Property, or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation of the Property following GD before the ClosingInternal Revenue Service, National Labor Relations Board, Nevada State Dept. of Labor, State Commission on Human Rights and Opportunities, State Department of Labor, Equal Employment Opportunity Commission, Ontario Ministry of Labour, Ontario Human Rights Commission, Ontario Labour Board, Ontario Workers' Compensation Board, Canada Labour Relations Board, Canada Human Rights Commission or any other local, state, provincial or federal agencies having jurisdiction over employee rights with respect to hiring, tenure, or (ii) enjoin or restrict conditions of employment within the right or ability statute of Seller limitations period prior to perform its obligations.under this Agreementthe effective Date. (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, 5.11. Seller has received no written notification from not made any governmental authority (i) payment or given anything of value to any person with the reason or understanding that the Property or any part thereof is in violation of any applicable law, ordinance, rule, regulation, or judicial or administrative order or ruling, or (ii) that the condemnation of the Property is contemplated or being considered. (e) Except as disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of such payment was to be used for any improper or illegal purpose; or any purpose contrary to the Property being sold to Buyerpolicies or procedures of that person's employer. 5.12. The Seller has the sufficient right, title and interest in and to all intellectual property, know-how, trade secrets, specifications, designs and other proprietary rights (fcollectively, the "INTELLECTUAL PROPERTY") Except as disclosed necessary for use in the Agreement for Environmental Conditions and as disclosed herein, (i) to GD. To the Seller’s 's knowledge, there no person is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of infringing upon, nor has any claim against the Seller under person misappropriated any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions)Intellectual Property. (g) Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 of the Code. (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer5.13. Seller has reviewed the All representations and warranties contained by Seller are true, complete and accurate in all material respects as of the date of this Section 9.1 with Agreement and will remain so as of the individual identified effective date and do not contain and will not contain any untrue statement of any material fact, or omit to state a material fact necessary in order to make all of such representations and warranties not materially misleading as of this Section 9.1(j), who is named herein to define date and as of the scope of Seller’s knowledge, but who shall not have any personal liability hereundereffective Date.

Seller’s Representations and Warranties. Seller represents and warrants to Buyer Purchaser as of the date of this Agreement as follows: (a) 7.1.1 Seller has been duly incorporated under the laws of the State of Minnesota and is duly incorporated, validly existing, and in good standing under the laws of the State of California Texas, is duly qualified to transact business in the State of Texas, and has full the requisite power and authority to execute, deliver, enter into and perform its obligations under this Agreement and all the documents and instruments required to be executed and delivered by Buyer hereunderSeller pursuant hereto. All requisite authorizing action This Agreement has been taken duly executed and delivered by Buyer Seller and is a valid and binding obligation of Seller enforceable in connection accordance with the execution and delivery of this its terms. This Agreement and the consummation documents and instruments required to be executed and delivered by Seller pursuant hereto have each been duly authorized by all necessary corporate action on the part of this transaction. (b) The Seller and that such execution, delivery and performance does and will not conflict with or result in a violation of Seller’s articles of incorporation or by-laws or any judgment, order or decree of any court or arbiter to which Seller is a party, or any agreement to which Seller and/or any of the Property is bound or subject. 7.1.2 Seller is not a “foreign person,” “foreign partnership,” “foreign trust,” “foreign estate” or “disregarded entity” as those terms are defined in Section 1445 of the Internal Revenue Code. 7.1.3 Neither the entry into nor the performance of, or compliance with, this Agreement by Seller will result in any violation of, or default under, or result in the acceleration of, any obligation under the partnership agreements or articles of incorporation, as applicable, of Seller, or any existing mortgage indenture, lien agreement, note, contract, permit, judgment, decree, order, restrictive covenant, statute, rule or regulation applicable to Seller or the Property. 7.1.4 No party, other than Purchaser and EDC, has any right or option to acquire the Property. 7.1.5 Seller (i) is not (1) violate in liquidation or conflict with Buyer’s corporate power or authoritydissolution, (ii) has not made an assignment for the benefit of creditors or admitted in writing its inability to Seller’s knowledge, constitute a violation of any law, regulation, order, writ, judgment, injunction, or decree applicable to Sellerpay its debts as they mature, or (iii) has been adjudicated a bankrupt or filed a petition in voluntary bankruptcy or a petition or answer seeking reorganization or an arrangement with creditors under the federal bankruptcy laws or any other similar law or statue of the United States or any jurisdiction and, to knowledge of the Seller, no such petition has been filed against Seller. 7.1.6 To Seller’s knowledge, conflict withthere are no pending arbitration proceedings or unsatisfied arbitration awards, or result judicial orders respecting awards, with respect to the Property. 7.1.7 No notice has been received by Seller from the insurance company that issued the casualty insurance policy covering the Property stating that any of such policy is not in full force and effect, will not be renewed or will be renewed only at a materially higher premium rate than is presently payable therefor. 7.1.8 No service contract will be binding upon Purchaser or the breach Property and all service contracts can be terminated upon thirty (30) days notice. 7.1.9 A list of the provisions ofLicenses is annexed hereto as Schedule 1. To Seller’s knowledge, or constitute a default underall Licenses are in full force and effect, and Seller has not received any material agreement, license, permit, or other instrument to which Seller is a party or is boundwritten notices of revocation of any Licenses. (c) Except as disclosed herein, there is neither 7.1.10 There are no pending noror, to Seller’s knowledge, threatened against Seller, condemnation affecting the Property, Property or any part thereof any legal action, arbitration, administrative proceeding before improvement liens or special assessments to be made against the Property by any governmental authority. 7.1.11 Seller has not received any written notice of any violation from any governmental authority concerning the condition, use or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation occupancy of the Property following the Closing, or (ii) enjoin or restrict the right or ability of Seller with respect to perform its obligations.under this Agreementany encumbrance upon any Property which has not been corrected. (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to 7.1.12 To Seller’s knowledge, Seller has received no written notification from the only Warranties in effect for any governmental authority (i) that of the Property are described on Schedule 2. 7.1.13 For the purpose of this Section, the term “Hazardous Substances” shall mean substances defined as a “hazardous waste”, “hazardous substance”, “toxic substance” or any part thereof is in violation word of similar import under any applicable Environmental Laws, including, without limitation, oil, petroleum, or any petroleum derived substance or waste, asbestos or asbestos-containing materials, PCBs, explosives, radioactive materials, dioxins, or urea formaldehyde insulation. As used herein, “Environmental Laws” shall include, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. § 9601, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et seq., the Clean Air Act, 42 U.S.C. § 7401, et seq., the Clean Water Act, 33 U.S.C. § 1251, et seq., the Toxic Substance Control Act, 15 U.S.C. § 2601, et seq., and the Occupational Safety and Health Act, 29 U.S.C. § 651, et seq., as any of the preceding have been amended prior to the date hereof, and any other federal, state, or local law, ordinance, regulation, rule, regulationorder, decision or judicial or administrative order or ruling, or (ii) that permit relating to the condemnation protection of the Property is contemplated environment or being considered. (e) Except as disclosed herein, of human health from environmental effects of Hazardous Substances and which are applicable to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed Property. To the knowledge of Seller, and except for those conditions specifically described in the Agreement for Environmental Conditions and as disclosed hereinReport, (i) to Seller’s knowledgeSeller has not spilled or released any Hazardous Substances in, there is no Environmental Condition on or under any of the Property so as to impose liability or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller require remediation under any Environmental Laws (defined below), or Law; (ii) Seller has not entered intono knowledge of any spill or release of Hazardous Substances in, agreed to on or to Seller’s knowledgeunder any of the Property; (iii) Seller has no material unpaid liability under, been subjected to any consentand Seller has caused no material violation of, decree, judgment or order under any Environmental Laws, relating to compliance with, ; and (iv) Seller has no knowledge of any liability under or cleanup violation of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions). (g) Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 condition that could give rise to such liability or violation with respect to any of the CodeProperty. (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunder.

Seller’s Representations and Warranties. Seller represents and warrants to Buyer that as followsof the Effective Date and as of the Closing: 7.1. This Agreement has been duly executed and delivered by the Seller, constitutes the valid and binding obligation of the Seller, and is enforceable against the Seller in accordance with its terms. 7.2. To the best of Seller’s knowledge, there are no pending, threatened or contemplated condemnation actions involving all or any portion of the Property, and Seller has received no notice of any such action. 7.3. Seller has received no notice of and to the best of Seller’s knowledge there is no pending litigation involving Seller or the Property which would in any way (ai) Seller be binding upon the Buyer and materially and adversely limit the Buyer’s full use and enjoyment of the Property, or (ii) limit or restrict Seller’s right or ability to enter into this Agreement and consummate the transactions contemplated under this Agreement. 7.4. DF-I is duly incorporatedorganized and validly existing under the laws of the Commonwealth of Virginia, with full power and authority to enter into the transactions set forth in this Agreement. LEMHG is duly organized and validly existing, and in good standing existing under the laws of the State of California and has North Carolina with full power and authority to executeenter into the transactions set forth in this Agreement. Upon request by Buyer, deliver, each Seller shall supply to Buyer a true and perform its obligations under complete copy of resolutions or organizational documents as shall be reasonably necessary to provide evidence that Seller is properly organized and that Seller’s constituent officers or partners are authorized to execute all the documents contemplated by this Agreement and all instruments required to be delivered by Buyer hereunder. All requisite authorizing action has been taken by Buyer in connection with the execution and delivery of this Agreement and the consummation of this transactionAgreement. (b) The execution, delivery and performance of this Agreement by 7.5. Seller will not (1) violate apply for or conflict with consent to any zoning or rezoning of the Property without Buyer’s corporate power or authority, (ii) to prior written consent. 7.6. To the best of Seller’s knowledge, constitute a violation of without independent investigation or inquiry, and except to the extent otherwise disclosed or in any law, regulation, order, writ, judgment, injunction, environmental report or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict with, or result in the breach of the provisions of, or constitute a default under, any material agreement, license, permit, or other instrument to which Seller is a party or is bound. (c) Except as disclosed herein, there is neither pending nor, to Seller’s knowledge, threatened against Seller, the Property, or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on Buyer or upon the use, value or operation of the Property following the Closing, or (ii) enjoin or restrict the right or ability of study delivered by Seller to perform its obligations.under this Agreement. Buyer prior to Closing: (da) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, Seller has not received no written notification notice from any governmental authority (i) that relating to an existing violation of the Property under any applicable environmental law; (b) Seller has not caused, and there has not otherwise occurred during the period of Seller’s ownership of the Property, any discharge of hazardous materials on or any part thereof is from the Property in violation of any applicable environmental law, ordinance, rule, regulation, ; and (c) there occurred no discharge of hazardous materials on or judicial or administrative order or ruling, or (ii) that the condemnation of from the Property is contemplated or being considered. (e) Except as disclosed herein, in violation of any applicable law prior to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of if the Property being sold to BuyerProperty. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions). (g) Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 of the Code. (h) For purposes hereof, the term “to Seller’s knowledge,” means the present, actual knowledge of X.X. Xxxxxxxx, President of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunder.

Seller’s Representations and Warranties. Seller represents and warrants to Buyer as followsPurchaser that: (a) Seller is a duly incorporatedorganized and validly existing California limited liability company, validly existing, and is in good standing under the laws of in the State of California and in the state of its formation, if different, and has full power to enter into this Agreement and authority to execute, deliver, and perform its obligations under this Agreement. (b) The execution and delivery of this Agreement and all instruments required to be delivered by Buyer hereunder. All requisite authorizing action has been taken duly authorized by Buyer all necessary and appropriate action of Seller. This Agreement constitutes a legal, valid and binding obligation of Seller enforceable in connection accordance with its terms, subject to bankruptcy, fraudulent conveyance, moratorium or other creditor’s rights and limitations on equitable remedies. (c) No consent or approval of any person, entity, or governmental authority is required with respect to the execution and delivery of this Agreement and by Seller or the consummation by Seller of the transactions contemplated hereby or the performance by Seller of its obligations under this transactionAgreement. (bd) The executionThere are no Space Leases, delivery ground leases, license agreements, occupancy agreements or other similar agreements affecting all or any portion of the Property except for the leases (collectively, the “Space Leases”) listed in Exhibit C (as supplemented pursuant to Section 5.05(p) below) to this Agreement. All of the Space Leases described in Exhibit C are in full force and performance effect, there are no defaults by any party thereunder, and true and complete copies of the Space Leases and all instruments and documents related to the Space Leases have been provided to Purchaser. (e) There are no Hotel Contracts or similar agreements affecting the Property except as set forth in Exhibit D to this Agreement (as supplemented pursuant to Section 5.05(p) below). Any equipment leases set forth on Exhibit D (as supplemented pursuant to Section 5.05(p) below) are specifically identified as such. All of the Hotel Contracts are in full force and effect, there are no defaults by Seller will not (1) violate or conflict with Buyer’s corporate power or authorityor, (ii) to Seller’s knowledge, any other party thereunder, and true and complete copies of the Hotel Contracts and all instruments and documents related to the Hotel Contracts have been provided to Purchaser. (f) The Existing Franchise Agreement is in full force and effect and has not been extended, amended, modified or otherwise supplemented. To Seller’s knowledge, after due inquiry of Hilton, there are no defaults by Seller under the Existing Franchise Agreement or, to the knowledge of Seller, by any other party thereunder, nor has any event occurred which, with passage of time or the giving of notice or both, would constitute a violation default by Seller or, to the knowledge of Seller, by any other party thereunder. True and complete copies of the Existing Franchise Agreement have been provided to Purchaser. (g) To Seller’s knowledge all Permits necessary for the operation of the Hotel are set forth in Exhibit E to this Agreement. The Permits are in full force and effect, Seller has received no notice of any lawviolations thereof, regulationand true and complete copies of all of the Permits have been delivered to Purchaser. (h) All Hotel Employees are employed by Seller or the Hotel’s property manager. There are no agreements relating to any representation, orderlabor or collective bargaining agreement affecting the Hotel, writand no Hotel Employees are employed under union agreements, judgmentcollective bargaining, injunction, written or decree applicable to Seller, oral employment agreements or (iii) similar arrangements. Neither Seller nor to Seller’s knowledge, conflict with, Seller’s property manager has received any notice from any labor union or result in the breach group of employees that such union or group represents or believes or claims it represents or intends to represent any of the provisions of, Hotel Employees. There are no current strikes or constitute a default under, any material agreement, license, permit, or other instrument to which Seller is a party or is bound. (c) Except as disclosed herein, there is neither pending work stoppages at the Hotel nor, to Seller’s knowledge, threatened against Seller, the Property, has any such strike or any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could work stoppage been threatened. (i) have a material adverse effect on Buyer or upon the useSeller has received no notice of, value or operation of the Property following the Closing, or (ii) enjoin or restrict the right or ability of Seller to perform its obligations.under this Agreement. (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed hereinand, to Seller’s knowledge, Seller has received there are no written notification from any violations of laws, ordinances, orders or regulations (“Laws”) of governmental authority (i) that or quasi-governmental authorities with respect to the Property (including, without limitation, those related to environmental, labor or any part thereof is in violation of any applicable law, ordinance, rule, regulation, or judicial or administrative order or ruling, or (iiemployment matters) that and the condemnation current use of the Property is contemplated or being consideredin compliance with all zoning and land-use laws and ordinances. (ej) Except as disclosed herein, to To Seller’s knowledge, Seller has received except as set forth on Exhibit I attached hereto no notice during Seller’s period of ownership that there asbestos or petroleum or any substances defined as hazardous materials or hazardous wastes under any applicable Laws are parties that may claim to adversely possess or have any possessory rights in any part of been used, stored, generated or released at the Property being sold to BuyerProperty. (fk) Except as disclosed in set forth on Exhibit J attached hereto, there is no litigation, action, or proceeding pending or, to the Agreement for Environmental Conditions and as disclosed hereinbest of Seller’s knowledge, threatened relating to the Property or the transactions contemplated by this Agreement, including, but not limited to, those alleging the violation of any Laws pertaining to employment or employment practices or those alleging violation of the Americans with Disabilities Act, nor is the Hotel affected by any settlement agreement, consent decree or other resolution to any prior litigation, action or proceeding. (l) Seller has provided to Purchaser (i) true and complete copies of all bills for real estate and personal property taxes and assessments for the 2004 tax year and the two immediately preceding tax years and (ii) a true and complete list of the current Hotel Employees together with a schedule setting forth the compensation and fringe benefits (including, but not limited to, benefit plans) accorded to such Hotel Employees. (m) Seller has provided to Purchaser unaudited financial statements and STR reports for the 2000, 2001, 2002 and 2003 calendar years and year-to-date financial statements for the 2004 calendar year. All such statements for the Hotel are, and any financial statements for later periods to be provided by Seller pursuant to this Agreement shall be, true and correct and have, or will, accurately reflect in all material respects the financial condition of the Hotel for the applicable period. There have been no material adverse changes in the financial condition of the Hotel since the date of the last such statement delivered to Purchaser prior to the execution of this Agreement. (n) Seller owns good and marketable title to the Purchased Assets, subject only to the Permitted Exceptions. (o) Other than to Hilton pursuant to the Franchise Agreement, Seller has not granted to any person or entity any options or other agreements of any kind, whereby any person or entity other than Purchaser will have acquired or will have any right to acquire title to all or any portion of the Purchased Assets. (p) Seller has paid all taxes (including, without limitation, transient occupancy (bed) taxes), assessments and other governmental charges relating to the operation of the Hotel that were due and payable prior to the Effective Date. (q) Other than the agreements disclosed in this Agreement, and to Seller’s knowledge, there is are no Environmental Condition agreements, written or oral, affecting the Property, which would be binding on Purchaser following the Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (defined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are defined in the Agreement for Environmental Conditions)Closing. (gr) Seller is not a “foreign person or entityperson” as defined in the Internal Revenue Code of 1986, as described in the Foreign Investments in Real Property Tax Act, Section 1445 of the Codeamended. (hs) For purposes hereof, Mxxxxxx XxXxxxx is President and Chief Operating Officer of Seller and Pxxxx Xxxxxxxxx is Vice President — Development of Seller. Mx. XxXxxxx and Mx. Xxxxxxxxx are the term “individuals employed by Seller having supervisory responsibility for and control of the Hotel and are the employees of Seller having the most knowledge of the matters which are the subject of the foregoing representations which are limited to Seller’s knowledge,” means . (t) Neither Seller nor any of its respective officers, directors, shareholders, partners, members or affiliates (including the presentindirect holders of equity interests in Borrower) is an entity or person: (i) that is listed in the Annex to, actual knowledge or is otherwise subject to the provisions of X.X. XxxxxxxxExecutive Order 13224 issued on September 24, President of Seller, with no duty of due diligence or inquiry 2001 (“EO13224”); (ii) whose name appears on the part United States Treasury Department’s Office of such officer. Seller has reviewed Foreign Assets Control (“OFAC”) most current list of “Specifically Designated National and Blocked Persons” (which list may be published from time to time in various mediums including, but not limited to, the representations and warranties contained OFAC website, http:wxx.xxxxx.xxx/xxxx/x00xxx.xxx)(xxx “OFAC List”); (iii) who commits, threatens to commit or supports “terrorism”, as that term is defined in this Section 9.1 with the individual identified in this Section 9.1(j), EO 13224; or (iv) who is named herein to define the scope of Seller’s knowledge, but who shall not have otherwise affiliated with any personal liability hereunderentity or person listed above.

Seller’s Representations and Warranties. As of the date hereof and as of the Closing Date, Seller represents represents, warrants and warrants covenants to Buyer as followsthat: (a) a. Seller has been duly organized and is duly incorporated, validly existing, and in good standing existing under the laws of the State of California and Texas. Pursuant to Seller has the full power right and authority to execute, deliver, and perform its obligations under enter into this Agreement and to consummate or cause to be consummated the transactions contemplated herein to be made by Seller. The person signing this Agreement on behalf of Seller is authorized to do so. This Agreement constitutes, and all instruments agreements and documents contemplated hereby (when executed and delivered pursuant hereto) will constitute, the valid and legally binding obligations of Seller, enforceable in accordance with their respective terms. No other signatures or approvals are required to make this Agreement fully enforceable by the Buyer with respect to the Seller or the Property. This Agreement constitutes, and all agreements and documents contemplated hereby (when executed and delivered pursuant hereto) will constitute, the valid and legally binding obligations of Seller, enforceable in accordance with their respective terms. b. There are and there will be delivered by Buyer hereunder. All requisite authorizing action no parties in possession of any portion of the Property as lessees, and no other party has been taken granted an oral or written license, lease, option, purchase agreement or other right pertaining to the use, purchase or possession of any portion of the Property, other than tenants in possession under the Leases. The Leases and Service Contracts are valid and binding in accordance with their respective terms and conditions, are in full force and effect, and have no uncured breach or default by Buyer in connection with any party. c. The Seller has not received notice of any default (nor is there any default) under any note or deed of trust related to or secured by the Property. Provided that the Lender Consent is obtained, the execution and delivery of this Agreement and Agreement, the consummation of this transaction. (b) The execution, delivery the transaction herein contemplated and performance of this Agreement by Seller the compliance with the terms and provisions hereof will not (1) violate or conflict with Buyer’s corporate power or authority, (iiwith or without notice or the passage of time or both) to Seller’s knowledge, constitute result in a violation breach of any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict with, or result in the breach of the terms or provisions of, or constitute a default under, any material agreementindenture, licensemortgage, permit, loan agreement or other instrument to which the Seller is a party or by which the Seller or the Property is bound, any applicable regulation or any judgment, order or decree of any court having jurisdiction over the Seller or the Property. d. The Seller has not received any notice, nor is the Seller aware, of any violation of any ordinance, regulation, law, statute, rule or restriction relating to the Property. e. There are no attachments, executions, assignments for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under any applicable debtor relief laws or any other litigation contemplated by or pending or threatened against the Seller or the Property. f. Seller has not received any written notice of any current or pending litigation against Seller which would, if determined adversely to Seller, materially adversely affect the Property. g. Neither the Seller, nor to Seller’s knowledge, any other party has ever caused or permitted any “hazardous material” (cas hereinafter defined) Except as disclosed hereinto be placed, there is neither pending norheld, located, or disposed of on, under, or at the Property or any part thereof in forms or concentrations which violate applicable laws and regulations, and, to Seller’s knowledge, threatened against Seller, neither the Property, or Property nor any part thereof has ever been used as a dump or storage site (whether permanent or temporary) for any legal actionhazardous material. As used herein, arbitration“hazardous material” means and includes any hazardous, administrative proceeding before any governmental authoritytoxic, or investigation that could (i) have a material adverse effect on Buyer or upon the usedangerous waste, value or operation of the Property following the Closingsubstance, or material defined as such in, or for purposes of, the Comprehensive Environmental Response, Compensation Liability Act (ii42 U.S.C. Section 9601, et seq., as amended) enjoin or restrict the right or ability of Seller to perform its obligations.under this Agreement. (d) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, Seller has received no written notification from any governmental authority (i) that the Property or any part thereof is in violation of other “super fund” or “super lien” law or any applicable other Federal, State, or local statute, or law, ordinance, code, rule, regulation, or judicial or administrative order or rulingdecree regulating, relating to, or (ii) that imposing liability for standards of conduct concerning any substance or material, as presently in effect. Except for the condemnation of the Property is contemplated or being considered. (e) Except as disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in any part of the Property being sold to Buyer. (f) Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition USTs on the Property or facts or circumstances relating related to the HEB fuel station, the Property does not currently contain any underground storage tanks and any storage tanks previously located on the Property have been removed in accordance with the requirements of all applicable laws with “no further action” letter(s) issued by the State of Texas in connection therewith. All representations, warranties, covenants and agreements of Seller set forth in this Agreement shall survive the Closing for a period of one year only and shall not merge into any deed, assignment or other instrument executed or delivered in connection with the transactions contemplated hereby, it being the intention of the parties that would reasonably if a lawsuit is not commenced by Buyer against Seller within such one-year period, Buyer shall be expected deemed to form the basis have waived all claims for the assertion breach of such covenants, agreements, representations and warranties. In the event of a breach by Seller of any claim of the Seller’s representations, warranties, covenants and agreements set forth in this Section M for which a lawsuit is commenced by Buyer within one year after the Closing, Seller shall indemnify and hold harmless Buyer from and against the Seller under any Environmental Laws and all loss, expense (defined belowincluding without limitation reasonable attorney fees), liability, cost, claim, demand, action, cause of action and suit arising out of or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected in any way related to any consentsuch breach of any representation, decreewarranty, judgment covenant or order under any Environmental Laws, relating to compliance with, or cleanup agreement of Hazardous Materials under any Environmental Laws (as those terms are defined Seller set forth in this Section M. Notwithstanding the Agreement for Environmental Conditions). (g) Seller is not a foreign person or entity, as described in the Foreign Investments in Real Property Tax Act, Section 1445 of the Code. (h) For purposes hereofforegoing, the term “to Seller’s knowledge,” means the present, actual knowledge aggregate liability of X.X. Xxxxxxxx, President Seller for breach of Seller, with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the any representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to define the scope of Seller’s knowledge, but who shall not have any personal liability hereunderexceed $500,000.00.