Common use of INDEX OF EXHIBITS Clause in Contracts

INDEX OF EXHIBITS. Item Exhibit Real Property Description: First Pool Assets Exhibits A-1 through A-10 Real Property Description: Second Pool Assets Exhibits A-11 through A-16 Form of Deposit Escrow Instructions Exhibit B Form of Xxxx of Sale Exhibit C Form of Tenant Change of Ownership Letter Exhibit D Form of Assignment and Assumption of Leases, Security Deposits, Reservation Deposits, Guest Ledger Accounts and Service Contracts Exhibit E Form of Assignment and Assumption of Intangible Property Exhibit F Form of Interim Beverage Services Agreement Exhibit G Transfer Taxes Exhibit H ******************************** ******* Due Diligence Materials Exhibit J INDEX OF SCHEDULES Item Schedule Sellers/Hotels Schedule 1 ******************* ******** *************** *********** ROFO/ROFR Agreements Schedule 4.8 ************* ********** REAL ESTATE PURCHASE AND SALE AGREEMENT THIS REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of the 2nd day of June, 2015 (the “Effective Date”), by and among the sellers listed on Schedule 1 attached hereto (each, a “Seller” and collectively, “Sellers”), Summit Hotel OP, LP, a Delaware limited partnership (“Summit”), and American Realty Capital Hospitality Portfolio SMT, LLC, a Delaware limited liability company (“Purchaser”).

INDEX OF EXHIBITS. Item Exhibit Real Property Description: First Pool Assets Exhibits A-1 through A-10 Real Property Description: Second Pool Assets Exhibits A-11 through A-16 Form of Deposit Escrow Instructions A Sellers’ Pro Rata Portions Exhibit B Form of Xxxx of Sale Specific Accounting Policies, Sample Closing Statement and Accounting Reference Statement Exhibit C Form of Tenant Change of Ownership Letter Purchase Price Allocation Exhibit D Form List of Assignment and Assumption of Leases, Security Deposits, Reservation Deposits, Guest Ledger Accounts and Service Contracts Company Business Venues Exhibit E Form of Assignment and Assumption of Intangible Property Mutual Release Exhibit F Form of Interim Beverage Services Agreement TAO Holdings Redemption Exhibit G Transfer Taxes TG Rollover Holdco Distribution Exhibit H ******************************** ******* Due Diligence Materials Aggregator Contribution and Roll Percentages Exhibit I DB Holdings Contribution Exhibit J INDEX OF SCHEDULES Item Schedule Sellers/Hotels Schedule 1 ******************* ******** *************** *********** ROFO/ROFR Agreements Schedule 4.8 ************* ********** REAL ESTATE PURCHASE AND SALE Term Sheet Exhibit K Rollover Seller Representations TRANSACTION AGREEMENT THIS REAL ESTATE PURCHASE AND SALE TRANSACTION AGREEMENT (this “Agreement”) ), dated as of April 17, 2023, is made as of the 2nd day of June, 2015 (the “Effective Date”), by and among the sellers listed on Schedule 1 attached hereto (each, a “Seller” and collectively, “Sellers”), Summit Hotel OP, LPi) TAO Group Sub-Holdings LLC, a Delaware limited partnership liability company (the “SummitCompany”), (ii) Disco Ball Intermediate, LLC, a Delaware limited liability company (the “Buyer”), (iii) Disco Ball Merger Sub, LLC, a Delaware limited liability company and American Realty Capital Hospitality Portfolio SMTa direct subsidiary of Buyer (“Debt Merger Sub”), (iv) Disco Ball Holdings, LLC, a Delaware limited liability company and the parent company of Buyer (“DB Holdings”, together with the Buyer, Debt Merger Sub, the “Buyer Entities”), (v) Disco Management, LLC, a Delaware limited liability company (“PurchaserRollover Aggregator”), (vi) TG Rollover Holdco LLC, a Delaware limited liability company (“TG Rollover Holdco”), (vii) TAO Group Holdings LLC, a Delaware limited liability company (“TAO Holdings”); (viii) Hakkasan USA, Inc., a Delaware corporation (“Hakkasan USA”), (ix) Xxxxx Xxxxxxx (“Xxxxxxx”), (x) Xxxx Xxxxxxxxxx (“Tepperberg”), (xi) the sellers (including Xxxxxxx and Xxxxxxxxxx) set forth on the signature pages hereto (each, a “Rollover Seller” and collectively, the “Rollover Sellers”, and together with Hakkasan USA, TAO Holdings, TG Rollover Holdco and Rollover Aggregator, the “Sellers”), (xiii) TAO Holdings, solely in its capacity as the representative, agent and attorney-in-fact of the Sellers (the “Sellers’ Representative”), and (xiii) solely for the purposes of Sections 7.6 and 10.4, MSG Entertainment Group, LLC (to be renamed “Sphere Entertainment Group, LLC”), a Delaware limited liability company (the “TAO Parent”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XI.

INDEX OF EXHIBITS. Item EXHIBIT DESCRIPTION ------- ----------- Exhibit Real Property Description: First Pool Assets Exhibits A-1 through A-10 Real Property Description: Second Pool Assets Exhibits A-11 through A-16 A Form of Deposit Escrow Instructions Voting Agreement* Exhibit B B-1 Form of Xxxx Non-Competition Agreement* Exhibit B-2 Form of Sale Non-Competition Agreement* Exhibit C Form of Tenant Change Certificate of Ownership Letter Merger* Exhibit D Form of Assignment and Assumption Standard Waiver of Leases, Security Deposits, Reservation Deposits, Guest Ledger Accounts and Service Contracts Vesting* Exhibit E Form of Assignment and Assumption of Intangible Property Affiliate Agreement* Exhibit F Form of Interim Beverage Services Agreement Legal Opinion of Counsel of the Company* Exhibit G Transfer Taxes Form of CEO and CFO Certification* Exhibit H *******************************Form of Legal Opinion of Counsel of Parent* ******Exhibit I Form of Tax Representation Letter* Due Diligence Materials Exhibit J INDEX SCHEDULES Disclosure Schedule of Rhapsody Networks, Inc.* Schedule 4.1 Conduct of the Business* Schedule 5.15 Vesting Waivers* Schedule 5.16 Affiliates to Sign Affiliate Agreements* Schedule 5.24 Persons to Sign Voting Agreements* Schedule 5.25 Persons to Sign Non-Competition Agreements* Schedule 6.2(b) Required Consents* Schedule 6.2(c) Termination of Agreements* Schedule 6.2(l) Rhapsody Employee Hiring Requirements* Annex A: Earn-Out Payment Conditions * A copy of these omitted schedules will be provided supplementally to the Commission upon request. THIS AGREEMENT AND PLAN OF SCHEDULES Item Schedule Sellers/Hotels Schedule 1 ******************* ******** *************** *********** ROFO/ROFR Agreements Schedule 4.8 ************* ********** REAL ESTATE PURCHASE AND SALE AGREEMENT THIS REAL ESTATE PURCHASE AND SALE AGREEMENT REORGANIZATION (this “Agreement”the "AGREEMENT") is made and entered into as of the 2nd day of JuneNovember 5, 2015 (the “Effective Date”), 2002 by and among the sellers listed on Schedule 1 attached hereto (eachBrocade Communications Systems, a “Seller” and collectively, “Sellers”), Summit Hotel OP, LPInc., a Delaware limited partnership corporation (“Summit”"PARENT"), Maverick Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("SUB"), Rhapsody Networks, Inc., a Delaware corporation (the "COMPANY"), and, with respect to ARTICLE VII and ARTICLE IX hereof only, Xxxxxxx X. Xxxxx as stockholder representative (the "STOCKHOLDER REPRESENTATIVE"), and American Realty Capital Hospitality Portfolio SMTU.S. Bank, LLC, a Delaware limited liability company N.A. as escrow agent (“Purchaser”the "ESCROW AGENT").

INDEX OF EXHIBITS. Item EXHIBIT DESCRIPTION ------- ----------- Exhibit Real Property Description: First Pool Assets Exhibits A-1 through A-10 Real Property Description: Second Pool Assets Exhibits A-11 through A-16 A Principal Shareholders Exhibit B Company Shareholders Exhibit C Surviving Corporation Officers and Directors Exhibit D Company Capitalization Table Exhibit E Principal Employees Exhibit F Schedule of Exceptions Exhibit G Company Financial Statements Exhibit H Requested Documentation Exhibit I Company Business Plan Exhibit J Form of Deposit Escrow Instructions Company Shareholder Certificate Exhibit B K New Employee Option Grants Exhibit L Form of Xxxx of Sale Exhibit C Form of Tenant Change of Ownership Letter Exhibit D Form of Assignment and Assumption of Leases, Security Deposits, Reservation Deposits, Guest Ledger Accounts and Service Contracts Exhibit E Form of Assignment and Assumption of Intangible Property Exhibit F Form of Interim Beverage Services Option Agreement Exhibit G Transfer Taxes M Performance Bonuses Exhibit H ******************************** ******* Due Diligence Materials N Registration Rights Exhibit J INDEX O Company Tax Certificate Exhibit P Parent Tax Certificate AGREEMENT AND PLAN OF SCHEDULES Item Schedule Sellers/Hotels Schedule 1 ******************* ******** *************** *********** ROFO/ROFR Agreements Schedule 4.8 ************* ********** REAL ESTATE PURCHASE REORGANIZATION This AGREEMENT AND SALE AGREEMENT THIS REAL ESTATE PURCHASE AND SALE AGREEMENT PLAN OF REORGANIZATION (this “the "Agreement”") is made and --------- entered into as of the 2nd day of JuneMay 13, 2015 1998 (the “Effective "Agreement Date”") among USWeb Corporation, -------------- a Delaware corporation ("Parent"), by USWeb Acquisition Corporation 121, a Delaware ------ corporation and among a wholly owned subsidiary of Parent ("Sub"), Xxxx Peak --- Technologies, Inc., a Delaware corporation (the sellers "Company"), the individuals and ------- entities listed on Schedule 1 Exhibit A attached hereto (each, collectively the "Principal --------- --------- Shareholders" and individually a “Seller” "Principal Shareholder") and collectively, “Sellers”), Summit Hotel OP, LP, the individuals ------------ --------------------- and entities listed on Exhibit B attached hereto (collectively the "Company --------- ------- Shareholders" and individually a Delaware limited partnership (“Summit”), and American Realty Capital Hospitality Portfolio SMT, LLC, a Delaware limited liability company (“Purchaser”)"Company Shareholder") which include all ------------ ------------------- Principal Shareholders.