Common use of Closing Deliveries Clause in Contracts

Closing Deliveries. (a) At Closing (or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated to the contrary herein, Seller shall deliver to Purchaser or Escrowee: (i) the Special Warranty Deed executed by Seller and acknowledged in the form annexed hereto as Exhibit 1; (ii) the Assignment of the Space Leases executed by Seller in the form annexed hereto as Exhibit 2; (iii) the Assignment of the Service Contracts (and any permitted replacements or renewals thereof) executed by Seller in the form annexed hereto as Exhibit 3; (iv) the Assignment of Licenses, Permits, Guarantees and Warranties executed by Seller in the form annexed hereto as Exhibit 4; (v) notice to the Space Tenants executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (vi) originals, or if originals are not available, copies of the Space Leases (which may be delivered to Purchaser’s manager at the Premises); (vii) notice to the service contractors executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (viii) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2); (ix) the Transfer Tax return(s) executed by Seller; (x) estoppel certificates dated within forty-five (45) days of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;

Closing Deliveries. (a) At Closing (or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated the Sellers shall deliver, or cause to be delivered, to the contrary herein, Seller shall deliver to Purchaser or EscroweeBuyers each of the following: (i) the Special Warranty Deed executed by Seller Acquired Assets, including all keys, security codes, account numbers and acknowledged in similar security items required to access or secure the form annexed hereto as Exhibit 1Acquired Assets, free and clear of all Liens except Permitted Liens; (ii) the a General Assignment and ▇▇▇▇ of the Space Leases executed by Seller Sale in the form annexed of Exhibit D and attached hereto as Exhibit 2(the “▇▇▇▇ of Sale”) duly executed by the Company; (iii) the Assignment of the Service Contracts (and any permitted replacements or renewals thereof) executed by Seller in the form annexed hereto as Exhibit 3[Intentionally Left Blank.]; (iv) an Assignment and Assumption Agreement in the forms of Exhibit F-1 and F-2 attached hereto (collectively, the “Assignment of Licensesand Assumption Agreement-Assumed Contracts”) with respect to the Assumed Contracts set forth on Schedule 4.02(a)(iv), Permits, Guarantees and Warranties duly executed by Seller in the form annexed hereto as Exhibit 4Company and RWD Canada, respectively; (v) notice to the Space Tenants executed by Seller an Assignment and Assumption Agreement in the form annexed of Exhibit ▇-▇, ▇-▇, G-3 and G-4 attached hereto as Exhibit 5 (which will be delivered to the Space Tenants “Assignment and Assumption Agreement-Intellectual Property”), duly executed by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser)the applicable Sellers; (vi) originalsan Assignment and Assumption Agreement in the form of Exhibit H attached hereto (collectively, or if originals are not availablethe “Assignment and Assumption Agreement-Assumed Leases”) with respect to the Real Property Leases, copies of duly executed by the Space Leases (which may be delivered to Purchaser’s manager at the Premises)applicable Sellers; (vii) notice to the service contractors an Employment Agreement duly executed by Seller each of the individuals set forth on Schedule 4.02(a)(vii) in the form annexed of Exhibit I attached hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (viii) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2); (ix) the Transfer Tax return(s) executed by Seller; (x) estoppel certificates dated within forty-five (45) days of the date originally scheduled for Closing (each an “Estoppel CertificateEmployment Agreement” and collectively collectively, the “Estoppel CertificatesEmployment Agreements”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent an acknowledgement in the form attached as Exhibit J executed by eighty percent (80%) of the leased area employees who are listed on Schedule 9.04(a)(i) and offered employment by Buyers in each of: (1) the Northeast and South regions of the Premises Company; (2) West and Midwest regions of the Company; (3) the Company’s Rockwell Unit; (4) the Company’s Chrysler Unit; (5) the Company’s Energy Unit; (6) RWD Colombia; and (7) the Company’s four (4) practice areas, taken as a whole; (viii) a Non-Competition, Non-Disclosure and Non-Solicitation Agreement duly executed by each of the individuals set forth on Schedule 4.02(a)(viii), in the form attached hereto as Exhibit K (each a “Estoppel TenantsNon-Competition Agreement”, and together, the “Non-Competition Agreements”). Such Estoppel Certificates ; (ix) the opinion of counsel contemplated by Section 11.09 of this Agreement; (x) a sublease in substantially the form of Exhibit L attached hereto (the “Sublease”) duly executed by the Company and such other parties reasonably requested by the Buyers; (xi) a Subordination, Non-Disturbance and Attornment Agreement in the form attached hereto as Exhibit M or in other form reasonably acceptable to the Buyer with respect to each of the properties set forth on Schedule 4.01(a)(xi), duly executed by each lender holding a mortgage on the Leased Real Property; (xii) a landlord estoppel certificate and consent in the form attached hereto as Exhibit N, duly executed by each landlord of each Leased Real Property; (xiii) all other consents or filings required to transfer the Acquired Assets in accordance with the terms of this Agreement or otherwise consummate the transactions contemplated by this Agreement or the Transaction Documents (the “Required Consents”) to be obtained or made by the Sellers and RWD Canada, which shall be in a form reasonably acceptable to the Buyers; (xiv) all certificates of origin, manufacturer’s statements of origin, certificates of title or bills of sale for the Tangible Personal Property, duly endorsed for transfer; (xv) a public deed duly executed and reflecting the amendment of RWD Colombia’s bylaws designating GP US and GP Holdings as the new owners of all the issued and outstanding equity interests (cuotas sociales) of RWD Colombia and such other instruments or documents as may be necessary for the transfer to GP US and/or its Affiliates of all the issued and outstanding equity interests (cuotas sociales) of RWD Colombia; (xvi) all Permits listed on Schedule 5.09(b), to the extent transferable; (xvii) documentation reasonably satisfactory to the Buyers (including appropriate signature cards) assigning the bank accounts of the Sellers and RWD Colombia set forth on Schedule 2.01(n) duly executed by the Sellers; (xviii) the certificates required by Sections 11.01, 11.02, 11.04 and 11.08; (xix) duly executed UCC-3 termination statements and such other release and termination instruments (or copies thereof) as the Buyers shall reasonably request in order to vest in Buyers all right, title and interest in and to the Acquired Assets free and clear of all Liens; (xx) evidence, in form and substance which do not vary materially from reasonably satisfactory to Buyers, of the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be payment in any form delivered to Seller full by the Anna’s Linens Space Tenant Sellers, RWD Canada and RWD Colombia of all Transaction Expenses; (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contraryxxi) evidence, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance reasonably satisfactory to which Purchaser Buyers, that all arrangements required by Section 8.07 to be cancelled or terminated have been cancelled or terminated; (xxii) such agreements, deeds, transfers, conveyances and other documents (subject to the relevant local Law and otherwise as may be agreed between the Sellers, RWD Canada and the Buyers) to implement the transfer, at Closing, of the Acquired Assets, such documents to be substantially in the form of the documents attached hereto as Exhibit O (collectively, the “Local Transfer Documents”), duly executed by the Sellers and RWD Canada, as applicable; (xxiii) the General Escrow Agreement, duly executed by the Company; (xxiv) the Special Escrow Agreement, duly executed by the Company; and (xxv) a duly executed certification of non-foreign status with respect to the Company that complies with the requirements set forth in Treasury Regulatory Section 1.1445-2(b)(2)(ii) in form reasonably acceptable to Buyers; (xxvi) such other agreements, instruments and documents as may be reasonably requested by the Buyers necessary to effect the transfer of the Acquired Assets to the Buyers or to consummate the transactions contemplated by this Agreement or the Transaction Documents; and (xxvii) pro forma balance sheets for the Acquired Assets (excluding any inter-company balances), at December 31, 2010, and pro forma statements of income and cash flows for the Acquired Assets (excluding any inter-company balances) for each of the annual periods then ending. (b) At the Closing, the Equity Owners shall not have deliver, or cause to be delivered, to the right Buyers each of the following: (i) the certificates required by Sections 11.01, 11.02 and 11.08, duly executed by each of the Equity Owners; (ii) the opinion of counsel contemplated by Section 11.09 of this Agreement; (iii) documentation reasonably acceptable to object pursuant Buyer and Seller designed to collaterally assign for no more than three (3) years from the date of Closing and only to satisfy indemnification obligations of the Sellers and Equity Owners, Ten Million Dollars ($10,000,000) of the proceeds of the Deutsch Policy to GP US; and (iv) such other agreements, instruments and documents as may be reasonably requested by the Buyers necessary for the Sellers to transfer the Acquired Assets to the Buyers or to consummate the transactions contemplated by this Agreement or the Transaction Documents. (c) At the Closing, the Buyers shall deliver, or cause to be delivered, to the Sellers each of the following: (i) an amount of the Cash Consideration equal to the General Escrow Amount by wire transfer in immediately available funds to the Escrow Agent; (ii) an amount of the Cash Consideration equal to the Special Escrow Amount by wire transfer in immediately available funds to the Escrow Agent; (iii) the balance of the Cash Consideration paid in accordance with Section 9.3(a)(x2.04(b)(iii); (iv) [Intentionally Left Blank.]; (v) [Intentionally Left Blank.]; (vi) the Assignment and Assumption Agreement-Assumed Contracts, duly executed by GP US; (vii) the Assignment and Assumption Agreement-Intellectual Property, duly executed by the applicable Buyers; (viii) the Assignment and Assumption Agreement-Assumed Leases, duly executed by GP US; (ix) the Employment Agreements, duly executed by GP US; (x) the Non-Competition, Non-Disclosure and Non-Solicitation Agreements, duly executed by GP US; (xi) the Local Transfer Documents, duly executed by the applicable Buyers; (xii) the Sublease, duly executed by GP US; (xiii) the General Escrow Agreement, duly executed by GP US; (xiv) the Special Escrow Agreement, duly executed by GP US; (xv) the certificates required by Sections 10.01 and 10.02; and (xvi) such other agreements, instruments and documents as may be reasonably requested by the Sellers necessary to consummate the transactions contemplated by this Agreement or the Transaction Documents. (d) To the extent that the provisions of a Local Transfer Document are inconsistent with provisions of this Agreement (excluding such Local Transfer Document), then such subsequent Estoppel Certificate the provisions of this Agreement shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates prevail and the Sellers, RWD Canada and the Buyers shall procure that, so far as permissible under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return Laws of the Deposit or to close notwithstanding relevant jurisdiction, the lack provisions of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior relevant Local Transfer Document are adjusted to the Outside Termination Date shall not be deemed an Estoppel Default or an objection extent necessary to Purchaser’s closing title give effect to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period provisions of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;Agreement.

Closing Deliveries. (a) At Closing (or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated to the contrary herein, Seller shall deliver to Purchaser or EscroweeBuyer each of the following: (i) a certificate of the Special Warranty Deed executed by Seller and acknowledged dated as of the Closing Date in the form annexed attached hereto as Exhibit 1C, stating that the conditions specified in Sections 8.01 and 8.02 have been satisfied and the Reorganization has been consummated pursuant to the Reorganization Plan; (ii) either (A) an executed Internal Revenue Service Form W-9 from the Assignment Seller or (B) a non-foreign affidavit dated as of the Space Leases executed by Closing Date and in form and substance required under Treasury Regulation Section 1.1445-2(b)(2) stating that the Seller is not a “foreign person” as defined in Section 1445 of the form annexed hereto as Exhibit 2Code; (iii) the Assignment a copy of the Service Contracts certificate of incorporation of each Company certified by the Secretary of State of Delaware, and a certificate of good standing of each Company from the Secretary of State of Delaware dated within ten (and any permitted replacements or renewals thereof10) executed by Seller in days of the form annexed hereto as Exhibit 3Closing Date; (iv) the Assignment of Licenses, Permits, Guarantees and Warranties executed by Seller in the form annexed hereto as Exhibit 4Release Letters; (v) notice a payoff letter from S▇▇▇▇▇▇ Health Care Network, Inc. that reflects the amount required in order to pay in full the Space Tenants executed by Seller in Reorganization Note (such amount, the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser“Reorganization Note Amount”); (vi) originals, or if originals are not available, copies a counterpart signature page to each of the Space Leases (which may be delivered to Purchaser’s manager at Exclusive Global Network Access Agreement and the Premises)Investor Rights Agreement; (vii) notice to duly executed copies of each of the service contractors executed by Seller in Principal Restrictive Covenant Agreements and the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser)de la Torre Restrictive Covenant Agreement; (viii) duly the Equity Transfer Restriction Agreement executed certificate by each of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2)parties thereto; (ix) the Transfer Tax return(s) a participating provider agreement executed by SellerSMG between SMG and the Buyer or its Affiliate in substantially the form attached hereto as Exhibit D (the “SMG Participating Provider Agreement”); (x) estoppel certificates dated within forty-five assignments of those certain designation agreements set forth on Schedule 1.10(xi) to an individual designated by Buyer; (45xi) days assignments of those certain skilled nursing facility program agreements set forth on Schedule 1.10(xii) duly executed by SHCN and SNCN; (xii) an amendment to the date originally scheduled for Closing (each an “Estoppel Certificate” participating provider agreements between SHCN and collectively TACO, on the “Estoppel Certificates”) from (i) one hand, and all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of Affiliated Providers, either directly or indirectly through the leased area of physician group practice that employs or engages the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be Provider, in form and substance which do not vary materially from the form annexed attached hereto as Exhibit 7 E (unless the “Participating Provider Agreement Amendment”); (xiii) a termination of that certain Managed Healthcare Partners, LLC Network Risk Agreement with SHCN, dated December November 24, 2021 duly executed by SHCN; (xiv) transfer of the website information set forth on Schedule 1.10(a)(xiv) to the appropriate Company as requested by the Buyer; and (xv) a transition services agreement, executed by SHCS between SHCS and the Buyer on commercially reasonable terms which shall include that all services shall be provided at the incremental cost of providing such variance benefits Purchaserservices without markup and in a form reasonably acceptable to SHCS and the Buyer, including the transition services and terms set forth on Schedule 1.10(a)(xiv) or, (the “Transition Services Agreement”); and (xvi) resignations from such directors or officers of each Company and each Subsidiary as Buyer may request; and (xvii) evidence reasonably satisfactory to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, Buyer that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy Reorganization has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller consummated in accordance with the preceding sentence Reorganization Plan. (b) At the Closing, Buyer shall be deemed its approval deliver to the Seller each of the Estoppel Certificatesfollowing: (i) a certificate dated as of the Closing Date in substantially the form attached hereto as Exhibit F stating that the conditions specified in Sections 9.01 and 9.02 have been satisfied; (ii) certified copies of the resolutions duly adopted by the requisite Buyer Stockholders authorizing and approving the Buyer Stockholder Proposals; and (iii) a counterpart signature page to each of the Exclusive Global Network Extension Agreement, Stock Transfer Restriction Agreement, SMG Participating Provider Agreement, Transition Services Agreement, and Investor Rights Agreement signed by Buyer or its Affiliate, as applicable.

Closing Deliveries. At the Closing: (a) At Closing (Seller will deliver the following to Buyer or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated to the contrary herein, Seller shall deliver to Purchaser or Escroweeits designees: (i) All consents, waivers or approvals obtained by Parent or Seller with respect to the Special Warranty Deed executed consummation of the transactions contemplated by Seller this Agreement and acknowledged in the form annexed hereto as Exhibit 1Ancillary Agreements, to the extent specifically required hereunder and thereunder, including Seller’s Required Consents; (ii) the Assignment Counterparts of the Space Leases Deeds, duly executed by Seller in the form annexed hereto as Exhibit 2(or its relevant Affiliate); (iii) the Assignment of the Service Contracts (and any permitted replacements or renewals thereof) Counterparts executed by Seller in to the form annexed hereto as Exhibit 3▇▇▇▇ of Sale; (iv) the Assignment of Licenses, Permits, Guarantees and Warranties Counterparts executed by Seller in the form annexed hereto as Exhibit 4to an Assignment and Assumption of Pipeline Easement; (v) notice to A FIRPTA Certificate under Section 1445(b)(2) of the Space Tenants executed by Seller Code, substantially in the form annexed hereto as of Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser)B hereto; (vi) originals, or if originals are not available, copies Counterparts executed by Seller to the Assignment of the Space Leases (which may be delivered to Purchaser’s manager at the Premises)Transferred Intellectual Property Agreement; (vii) notice to the service contractors Counterparts executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller one or its property manager unless otherwise mutually agreed to by Seller more Assignment and Purchaser)Assumption of Easement Agreements; (viii) duly Counterparts executed certificate of by Seller in to the applicable form set forth in Treasury Regulations §1.1445-2(b)(2)PJM Transition Services Agreement; (ix) the Transfer Tax return(s) Counterparts executed by SellerSeller to the Transition Services Agreement; (x) estoppel certificates dated within forty-five Counterparts executed by The Dayton Power and Light Company to the Property Tax Allocation Agreement; (45xi) days Counterparts executed by Seller to the Assignment and Assumption of Interconnection Service Agreements; (xii) Counterparts executed by Seller to the date originally scheduled for Assignment and Assumption of Auxiliary Power Agreements; (xiii) The Records; and (xiv) Such other deeds, bills of sale, assignments, agreements, documents, instruments and writings as are required to be delivered by Seller at or prior to the Closing pursuant to the terms of this Agreement, including the certificate contemplated by Section ‎6.02(c), or as are otherwise reasonably required in connection herewith. (each an “Estoppel Certificate” and collectively b) Buyer will deliver the “Estoppel Certificates”) from following to Seller or its designees: (i) all Major Tenants and The Estimated Purchase Price by wire transfer of immediately available funds to the account or accounts specified in the Estimated Statement; (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) Counterparts of the leased area of the Premises Deeds, duly executed by Buyer (“Estoppel Tenants”if required). Such Estoppel Certificates shall be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 ; (unless such variance benefits Purchaseriii) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed A counterpart executed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing Buyer to the contrary, if ▇▇▇▇ of Sale; (iv) A counterpart executed by Buyer to an Assignment and Assumption of Pipeline Easement; (v) A counterpart executed by Buyer to the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn Assignment of Transferred Intellectual Property Agreement; (vi) Counterparts executed by Buyer to one or more Assignment and Assumption of Easement Agreements; (vii) Counterparts executed by Buyer to the Closing for a period not PJM Transition Services Agreement; (viii) Counterparts executed by Buyer to exceed thirty the Transition Services Agreement; (30ix) days, Counterparts executed by Buyer to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: Property Tax Allocation Agreement; (x) from Counterparts executed by Buyer to the definition Assignment and Assumption of Major TenantInterconnection Service Agreements; (xi) Counterparts executed by Buyer to the Assignment and Assumption of Auxiliary Power Agreements; and (xii) Such other deeds, bills of sale, assignments, agreements, documents, instruments and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver writings as are required to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default Buyer at or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Closing Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentenceterms of this Agreement, if (1) Purchaser fails to terminate this Contract as provided for aboveincluding the certificate contemplated by ‎Section 6.03(c), or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and as are otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, reasonably required in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;connection herewith.

Closing Deliveries. (a) At Closing (or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with The parties shall take the Closing), unless expressly stated to the contrary herein, Seller shall deliver to Purchaser or Escrowee: (i) the Special Warranty Deed executed by Seller and acknowledged in the form annexed hereto as Exhibit 1; (ii) the Assignment of the Space Leases executed by Seller in the form annexed hereto as Exhibit 2; (iii) the Assignment of the Service Contracts (and any permitted replacements or renewals thereof) executed by Seller in the form annexed hereto as Exhibit 3; (iv) the Assignment of Licenses, Permits, Guarantees and Warranties executed by Seller in the form annexed hereto as Exhibit 4; (v) notice to the Space Tenants executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (vi) originals, or if originals are not available, copies of the Space Leases (which may be delivered to Purchaser’s manager at the Premises); (vii) notice to the service contractors executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (viii) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2); (ix) the Transfer Tax return(s) executed by Seller; (x) estoppel certificates dated within forty-five (45) days of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as actions set forth in this Section 9.3(a)(x)). Notwithstanding 2.4 at the foregoing Closing. (a) Buyer will deliver (i) to the contrarySecretary of Buyer to be held in escrow, if $200,000 in cash (the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing “Indemnity Holdback Amount”) for a period not purposes of satisfying amounts owed to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases Buyer Indemnified Parties pursuant to a Space Lease more than ten thousand Section 6.1 (10,000the “Indemnity Holdback Account”) rentable square feet in the aggregate. Notwithstanding the foregoing, if and (ii) to Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition Cash Purchase Price, less the Indemnity Holdback Amount per clause (i), by wire transfer of Major Tenant, immediately available federal funds to the account designated in writing to Buyer not fewer than two (2) Business Days prior to the scheduled Closing Date and (y) when calculating the total leased area Initial Shares. (b) Seller will execute one or more bills of sale, in the form attached hereto as Exhibit B, with respect to all personal property included in the Acquired Assets. (c) Buyer and Seller will execute Assignment of Intellectual Property in the form attached hereto as Exhibit C. (d) Buyer and Seller will execute an instrument of assignment and assumption, in the form attached hereto as Exhibit D, with respect to the Assumed Liabilities, Transferred Contracts and Transferred Leases, and such other instruments as shall be reasonably requested by Buyer to vest in Buyer title in and to the Acquired Assets, in accordance with the provisions hereof. (e) ▇▇▇▇▇▇ will execute an Employment Agreement with Buyer in the form attached hereto as Exhibit F. (f) ▇▇▇▇▇▇▇ will execute an Independent Contractor Agreement with Buyer in the form attached hereto as Exhibit G. (g) Seller will deliver the Seller Closing Certificate. (h) Seller shall deliver the certificate of the Premises for purposes Secretary of determining the Estoppel Tenants under this Seller required by Section 9.3(a)(x). 7.2.10. (i) Seller shall deliver to PurchaserBuyer all books and records relating to the Business which are included in the Acquired Assets. (j) Seller shall deliver to Buyer a certificate, promptly after receipt thereofin a form reasonably acceptable to Buyer, copies dated as of each executed Estoppel Certificate obtained by Seller from the Space Tenants; providedClosing Date, however, that if Seller delivers conforming to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(xthe requirements of Treasury Regulation Sections 1.1445-2(b)(2) and delivers stating that Seller is not a subsequent executed Estoppel Certificate from foreign person for purposes of Section 1445 of the Code. (k) Seller shall deliver to Buyer documentation evidencing the repayment of all Debt of Seller that creates Encumbrances on any Acquired Assets and the termination of all such Space Tenant Encumbrances. (l) Seller shall deliver other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to which Purchaser shall not have the right Buyer, as may be required to object pursuant give effect to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;Agreement.

Closing Deliveries. (a) At Closing (or within five (5) Business Days thereafter the Closing, the Buyer shall deliver, with respect to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated to the contrary herein, Seller shall deliver to Purchaser or Escroweefollowing documents: (i) with respect to the Special Warranty Deed executed by Seller Property: (A) in connection with the Seller's leasehold interests in the Property, an Assignment and acknowledged Assumption of Ground Lease substantially in the form annexed hereto as of Exhibit 1; A-1 (ii) the Assignment of the Space Leases executed by Seller with any necessary modifications in order to conform with local laws for recording in the form annexed hereto as Exhibit 2; (iii) the Assignment of the Service Contracts (and any permitted replacements or renewals thereof) executed by Seller land records in the form annexed hereto as Exhibit 3; (iv) the Assignment of Licenses▇▇▇▇ County, PermitsIllinois), Guarantees and Warranties executed by Seller in the form annexed hereto as Exhibit 4; (v) notice to the Space Tenants executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (vi) originals, or if originals are not available, copies of the Space Leases (which may be delivered to Purchaser’s manager at the Premises); (vii) notice to the service contractors executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (viii) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2); (ix) the Transfer Tax return(s) executed by Seller; (xB) estoppel certificates dated within forty-five an assignment and assumption of landlord's interest in the Space Leases (45an "Assignment of Leases") days duly executed by the Buyer in substantially the form of Exhibit A hereto; (C) an assignment and assumption of Contracts (an "Assignment of Contracts") duly executed by the date originally scheduled for Closing Buyer in substantially the form of Exhibit B hereto; and (each an “Estoppel Certificate” and collectively D) a lease duly executed by Buyer, as landlord, substantially in the “Estoppel Certificates”) from form of Exhibit D hereto (i) all Major Tenants and the "Blackstone Lease"). (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel the transactions contemplated hereunder: (A) such other assignments, instruments of transfer, and other documents as the Seller may reasonably require in order to complete the transactions contemplated hereunder or to evidence compliance by the Buyer with the covenants, agreements, representations and warranties made by it hereunder, in each case, duly executed by the Buyer; (B) a duly executed and sworn Secretary's Certificate from the Buyer (or the managing general partner or the administrative member of the Buyer, where appropriate) certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (C) an executed and acknowledged Incumbency Certificate from the Buyer (or the managing general partner or administrative member of the Buyer, where appropriate) certifying the authority of the officers of the Buyer (or the general partner of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior Buyer to the Outside Termination Date shall not be deemed an Estoppel Default Seller at the Closing; (D) such other proof as Seller may reasonably request from time to time to evidence the authority of the Buyer and its officers and directors to execute all documents being delivered hereunder and consummate the transactions contemplated hereby; (E) all consents, approvals or an objection to Purchaser’s closing title waivers listed on Schedule J on terms satisfactory to the PremisesSellers; (F) all transfer tax returns which are required by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default law and shall, for the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default are payable or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, thenthe consummation of the transactions contemplated by this Agreement, in either eventeach case, the rights as prepared, determined and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection apportioned by Seller; (2G) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to a closing statement prepared by Seller in accordance with the preceding sentence terms hereof (such delivery may be waived by Seller as to the condition precedent benefitting it). (b) At the Closing the Seller shall deliver the following documents: (i) with respect to the Property: (A) in connection with the Seller's fee interests in the Property, a special warranty deed ("Deed") in substantially the form of Exhibit E (with any necessary modifications in order to conform with the local laws for recording in the land records of ▇▇▇▇ County, Illinois), duly executed by the Seller, without recourse, which deed, upon proper recording by the Buyer, shall be deemed its approval sufficient to transfer and convey to the Buyer whatever rights in the Property the Seller has acquired subject only to the Permitted Exceptions; (B) with respect to the Seller's leasehold interests in the Property, an Assignment and Assumption of Ground Lease in substantially the form of Exhibit A-1 (with any necessary modifications in order to conform with the local laws for recording in the land records of ▇▇▇▇ County, Illinois), duly executed by Seller; (C) an Assignment of Space Leases (in the form of Exhibit A) duly executed by the Seller, together with certified copies, and if available, originals of the Estoppel CertificatesSpace Leases referred to in such assignment; (D) a ▇▇▇▇ of sale (a "▇▇▇▇ of Sale") duly executed by the Seller in substantially the form of Exhibit F hereto, relating to the Tangible Personal Property owned by the relevant Seller which are currently located upon or attached to the Property; (E) an Assignment of Contracts in the form of Exhibit B duly executed by the Seller; (F) the Blackstone Lease in the form of Exhibit D, duly executed by Seller or an affiliate of Seller, as tenant. (G) notice letters ("Tenant Notices") duly executed by the Seller, in the form of Exhibit C attached hereto. Such notice letters shall be retained by the Seller and delivered by the Seller to each tenant and other such entity, with a copy thereof to Buyer, immediately following Closing. (H) a disclosure document from Seller in the form required under the Illinois Responsible Property Transfer Act, 765 ILSC 90/1, et.seq. or an affidavit to the effect that to the best of Seller's knowledge, no such IRPTA disclosure document is required under such act; (I) a water certificate as required by the applicable governmental authority; (J) all keys and keycards to the Property which are in the Seller's possession; (K) an affidavit that the Seller is not a "foreign person" within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G hereto; (L) copies, or to the extent available originals, of all Ground Leases, Space Leases, Contracts, Licenses and Asset Files (at Seller's option such items will be made available at the Property); (M) evidence that each terminated Contract has been terminated or that all actions necessary to terminate such Contract have been taken; and (N) a closing statement prepared by Seller in accordance with the terms hereof (such delivery may be waived by Buyer, as to the condition precedent benefitting it); (O) Evidence of termination of Property Management Agreement and a release of lien executed by the property manager of the Property. (P) Evidence that all steps have been taken by Seller with respect to the termination of the employees of the Property, other than (i) those being assumed by Buyer hereunder, (ii) employees under Union Contracts whose Contracts will not be terminated.

Closing Deliveries. (a) At Closing (or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated to the contrary herein, Seller shall will deliver to Purchaser or EscroweeBuyer: (i) a Certificate or Certificates signed by an appropriate officer of Seller stating that all of the Special Warranty Deed executed by Seller conditions set forth in Sections 7.02(a) and acknowledged in the form annexed hereto 7.02(b) have been satisfied or waived, as Exhibit 1provided therein; (ii) the Assignment a certified copy of the Space Leases executed by resolutions of the Board of Directors of Seller in authorizing the form annexed hereto as Exhibit 2execution of this Agreement and the consummation of the purchase and assumption transaction contemplated hereby; (iii) the Assignment evidence of payment to Buyer, by wire transfer in immediately available funds to an account designated by Buyer, of the Service Contracts (and any permitted replacements or renewals thereof) executed by Seller in the form annexed hereto as Exhibit 3Estimated Purchase Price; (iv) the an executed Assignment and Assumption of Licenses, Permits, Guarantees and Warranties executed by Seller Deposit Liabilities Agreement in substantially the form annexed hereto set forth in Exhibit 1 hereto; (v) an executed Assignment and Assumption of Contracts Agreement in substantially the form set forth in Exhibit 2 hereto; (vi) an executed ▇▇▇▇ of Sale in substantially the form set forth in Exhibit 3 hereto; (vii) an assignment and assumption of loans agreement in form and substance acceptable to both Buyer and Seller; (viii) executed special warranty deeds (subject to Permitted Exceptions, as such term is defined in Section 5.08) (together with groundwater hazard statements and declarations of value as required by law), conveying the Real Property to Buyer; (ix) an executed Assignment, Transfer and Appointment of Successor Trustee for Custodial Accounts in substantially the form set forth in Exhibit 4; (vx) notice an executed Limited Power of Attorney in substantially the form set forth in Exhibit 5; (xi) such other bills of sale, assignments, and other instruments and documents as counsel for Buyer may reasonably require as necessary or desirable for transferring, assigning and conveying to Buyer good, marketable and insurable title to the Space Tenants executed Assets, free and clear of all liens and encumbrances of any nature whatsoever (subject only to Permitted Exceptions and other liens and encumbrances accepted or waived by Buyer); (xii) listings of the Deposit Liabilities as of the Closing Date (the "Deposit Listings") in such electronic form as the parties may mutually agree, which Deposit Listings will include, for each account, the account number, outstanding principal balance, and accrued interest (provided that Seller in will deliver the form annexed hereto Deposit Listings as Exhibit 5 soon as practicable following Closing if Seller is unable to deliver such Deposit Listings on the Closing Date); and (xiii) such Records as are capable of being delivered to Buyer, which Records (other than the current promissory notes related to the Loans which will be originals) may, at Seller's option, be delivered by delivery of imaged, photocopies or other non-original and non-paper media in lieu of original copies. (b) At the Closing, Buyer will deliver to Seller: (i) a Certificate or Certificates signed by an appropriate officer of Buyer stating that all of the Space Tenants by Seller conditions set forth in Sections 7.01(a) and 7.01(b) have been satisfied or its property manager unless otherwise mutually agreed waived, as provided therein; (ii) a certified copy of the resolutions of the Board of Directors of Buyer authorizing the execution of this Agreement and the consummation of the purchase and assumption transaction contemplated hereby; (iii) an executed Assignment and Assumption of Deposit Liabilities Agreement in substantially the form set forth in Exhibit 1 hereto; (iv) an executed Assignment and Assumption of Contracts Agreement in substantially the form set forth in Exhibit 2 hereto; (v) an assignment and assumption of loans agreement in form and substance acceptable to by Seller both Buyer and Purchaser)Seller; (vi) originalsan executed Assignment, or if originals are not available, copies Transfer and Appointment of Successor Trustee for Custodial Accounts in substantially the Space Leases (which may be delivered to Purchaser’s manager at the Premises);form set forth in Exhibit 4 hereto; and (vii) notice to the service contractors executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (viii) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2); (ix) the Transfer Tax return(s) executed by Seller; (x) estoppel certificates dated within forty-five (45) days of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable Receipt for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;Personal Property.

Closing Deliveries. (a) At the Closing, the Company, the Sellers or the Sellers’ Representative, as applicable, will deliver to Buyer: (i) certificates representing all of the outstanding shares of Common Stock, including the certificates representing all of the outstanding shares of Class A Preferred Stock and Class B Preferred Stock that as of the Closing will have been converted into shares of Common Stock in accordance with Section 5.12(a), together with properly executed stock powers acceptable in form and substance to Buyer and sufficient to transfer all of each Seller’s right, title and interest in the Shares to Buyer; (or within five ii) a certificate executed by a duly authorized officer of the Company certifying to the satisfaction of the conditions set forth in Section 6.2(b) and Section 6.2(c); (5iii) Business Days thereafter with respect a certificate executed by a duly authorized officer of the Company, setting forth in reasonable detail: (A) an itemized list of all Transaction Costs; (B) that all of the outstanding Class A Preferred Stock and Class B Preferred Stock have been converted into Common Stock prior to delivery the Closing; and (C) all amounts necessary to repay in full all indebtedness of items the Company (other than documents the indebtedness set forth on Schedule 2.4(a)(iii)(C)), including all interest-bearing obligations of the company, remaining principal amounts associated with any convertible loans and indebtedness set forth on Schedule 3.19, outstanding as of the Closing Date and the related payment instructions; (iv) payoff letters acceptable in form and substance to Buyer evidencing the amount required to pay in full of all outstanding indebtedness of the Company that will be paid at Closing pursuant to Section 2.4(b)(i)(A), and the release of all liens thereunder; and (v) the Escrow Agreement, executed by Seller the Sellers’ Representative, substantially in connection with the form attached hereto as Exhibit B (as modified pursuant to the request of the Escrow Agent). (b) At the Closing), unless expressly stated to the contrary herein, Seller shall deliver to Purchaser or EscroweeBuyer will deliver: (i) the Special Warranty Deed executed Base Purchase Price, payable or withheld as follows: (A) FIRST, Buyer shall pay all indebtedness of the Company and Transaction Costs set forth on the certificate delivered pursuant to Section 2.4(a)(iii), by Seller wire transfer of immediately available funds in such amounts and acknowledged to such accounts as are designated on such certificate; (B) SECOND, Buyer shall pay Eight Million Dollars ($8,000,000) (the “Escrowed Amount”) to an escrow account administered by ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank N.A. (the “Escrow Agent”) pursuant to an escrow agreement substantially in the form annexed attached hereto as Exhibit 1; B (ii) as may be modified pursuant to the Assignment request of the Space Leases executed by Seller in Escrow Agent) (the form annexed hereto as Exhibit 2; (iii) the Assignment of the Service Contracts (and any permitted replacements or renewals thereof) executed by Seller in the form annexed hereto as Exhibit 3; (iv) the Assignment of Licenses, Permits, Guarantees and Warranties executed by Seller in the form annexed hereto as Exhibit 4; (v) notice to the Space Tenants executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser“Escrow Agreement”); (viC) originalsTHIRD, or if originals are not available, copies of the Space Leases (which may be delivered to Purchaser’s manager at the Premises); (vii) notice to the service contractors executed by Seller Buyer shall withhold cash in the form annexed hereto as Exhibit 6 aggregate amount of Eight Hundred Twenty One Thousand Six Hundred and Seventeen Dollars ($821,617) (such amount together with the Restricted Cash, the “Holdback Amount”), which will be delivered to disbursed or withheld by Buyer in accordance with the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (viii) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2); (ix) the Transfer Tax return(s) executed by Seller; (x) estoppel certificates dated within forty-five (45) days of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as purchase price adjustment set forth in Section 12.1 and 2.3(d); and (yD) with respect to any Estoppel Certificate delivered by FOURTH, Buyer shall pay the Anna’s Linens Space Tenant, remainder of the Base Purchase Price (after payment or withholding of all items described in the event any Estoppel Certificate shall claim a default subsections (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior A) through (C) (inclusive)) to the Outside Termination Date shall not be deemed an Estoppel Default Sellers that hold shares of Common Stock, Options or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to Warrants as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;follows:

Closing Deliveries. (a) At Closing (or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated the Seller shall deliver, or cause to be delivered, to the contrary hereinBuyer the following items, Seller shall deliver each in the form attached to Purchaser this Agreement as an Exhibit or Escroweein form and substance reasonably acceptable to the Buyer, as applicable: (i) a certificate of an officer of the Special Warranty Deed executed by Seller certifying to the Buyer the resolutions of the shareholder and acknowledged in the form annexed hereto as Exhibit 1board of directors of the Seller approving this Agreement and the transactions contemplated hereby; (ii) the Assignment a ▇▇▇▇ of the Space Leases executed by Seller sale substantially in the form annexed hereto of Exhibit A, duly executed by the Seller; (iii) an assignment and assumption agreement substantially in the form of Exhibit B (the “Assignment and Assumption Agreement”), duly executed by the Seller; KCP-4567096-16 (iv) a transition services agreement, substantially in the form of Exhibit C (the “Transition Services Agreement”) duly executed by the Seller; (v) intellectual property assignments, in forms acceptable to the Buyer, transferring to the Buyer all right, title and interest in, to and under all of the Intellectual Property held or used by the Seller, duly executed by the Seller (collectively, the “IP Assignments”); (vi) [Reserved.] (vii) all documents and instruments, executed and delivered in form and substance acceptable to the Buyer, amending the Seller’s articles of incorporation, any foreign qualification registrations and any assumed name or d/b/a filings to eliminate the Seller’s right to use the names “Accountable Health Solutions,” or any other name that, in the reasonable judgment of the Buyer, is similar to any of the foregoing names except otherwise provided herein; (viii) the consents and acknowledgements set forth in Section 3.3(c), other than the following agreements, to which consents shall be sought following the Closing: (i) Real property lease for the facility located in Des Moines, Iowa, (ii) Real property lease for the facility located in Indianapolis, Indiana, and (iii) the contracts set forth on Schedule 2.1(d) for which notice or consent is required, as indicated thereon. (b) At the Closing, the Buyer shall deliver to the Seller or Shareholder, as applicable, the following items, each in the form attached to this Agreement as an Exhibit 2or in form and substance reasonably acceptable to the Seller, as applicable: (i) a certificate of an officer of the Buyer Parent certifying to the Seller the resolutions of the sole member of the Buyer, the sole member of ▇▇▇▇▇▇ Wellness, and the board of directors of Buyer Parent approving this Agreement and the transactions contemplated hereby; (ii) a Transition Services Agreement, substantially in the form of Exhibit C duly executed by the Buyer; (iii) the Assignment of Cash Payment, and stock certificates for HH Common Stock constituting the Service Contracts (and any permitted replacements or renewals thereof) executed by Seller in Purchase Price less the form annexed hereto as Exhibit 3Holdback Shares; (iv) the Assignment of Licensesand Assumption Agreement, Permits, Guarantees and Warranties duly executed by Seller in the form annexed hereto as Exhibit 4;Buyer; and (v) notice to the Space Tenants IP Assignments, duly executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (vi) originals, or if originals are not available, copies of the Space Leases (which may be delivered to Purchaser’s manager at the Premises); (vii) notice to the service contractors executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (viii) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2); (ix) the Transfer Tax return(s) executed by Seller; (x) estoppel certificates dated within forty-five (45) days of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;Buyer.

Closing Deliveries. At the Closing, the following actions shall be taken, all of which will be deemed taken simultaneously and no one of which will be deemed completed until all have been completed: (a) At Closing (or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated to the contrary herein, Seller shall deliver to Purchaser or Escrowee: (i) the Special Warranty Deed executed by Seller and acknowledged in the form annexed hereto as Exhibit 1; (ii) the Assignment of the Space Leases executed by Seller in the form annexed hereto as Exhibit 2; (iii) the Assignment of the Service Contracts (and any permitted replacements or renewals thereof) executed by Seller in the form annexed hereto as Exhibit 3; (iv) the Assignment of Licenses, Permits, Guarantees and Warranties executed by Seller in the form annexed hereto as Exhibit 4; (v) notice to the Space Tenants executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (vi) originals, or if originals are not available, copies of the Space Leases (which may be delivered to Purchaser’s manager at the Premises); (vii) notice to the service contractors executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (viii) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2); (ix) the Transfer Tax return(s) executed by Seller; (x) estoppel certificates dated within forty-five (45) days of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates The Purchase Price shall be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond paid to Seller in accordance with the preceding sentence Section 3. (b) The Deeds for each Owned Property shall be deemed its approval executed and delivered to Buyer. (c) Buyer and Seller shall execute and deliver an Assignment and Assumption of Lease for each Leased Property. (d) Buyer and Seller shall execute and deliver an Assignment and Assumption of Sublease for each Sublease encumbering the Properties. (e) An affidavit of the Seller under FIRPTA shall be delivered to Buyer. (f) Seller shall deliver to Buyer the original counterparts or true copies of the Leases assigned by Seller to Buyer and assumed by Buyer pursuant to the Assignment and Assumption of Leases delivered under clause (c) above (or copies thereof certified to be true and correct by Seller) and the original counterparts of the Subleases assigned by Seller to Buyer and assumed by Buyer pursuant to the Assignment and Assumption of Subleases delivered under clause (d) above (or copies thereof certified to be true and correct by Seller). (g) Seller shall deliver to Buyer estoppel certificates from at least twenty-six (26) of the Franchisees, in the form attached hereto as Exhibit C and the balance of the estoppel certificates, if any, may be delivered by Seller, in the form attached hereto as Exhibit D ("Seller's Estoppel Certificates;Certificate"), if Seller, after using reasonable efforts, is unable to obtain such estoppel certificates from the Franchisees by the Closing Date. (h) Seller shall deliver to Buyer estoppel certificates from Burger King Corporation with respect to the Leased Properties, in form attached hereto as Exhibit E. (i) Seller shall deliver the originals (if any, and to the extent in Seller's possession) of all agreements, plans, drawings, surveys, technical descriptions, warranties and licenses or permits affecting the Properties. (j) Any and all documents, affidavits and agreements reasonably required by the Title Insurer to enable it to issue the Title Policies shall be delivered by Buyer and Seller, respectively.

Closing Deliveries. (a) A. At Closing (or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated to the contrary herein, Seller shall deliver to Purchaser or Escrowee: (i) the Special Warranty Deed executed by Seller and acknowledged in the form annexed hereto as Exhibit 1; (ii) the Assignment of the Space Leases executed by Seller in the form annexed hereto as Exhibit 2; (iii) the Assignment of the Service Contracts (and any permitted replacements or renewals thereof) executed by Seller in the form annexed hereto as Exhibit 3; (iv) the Assignment of Licenses, Permits, Guarantees and Warranties executed by Seller in the form annexed hereto as Exhibit 4; (v) notice to the Space Tenants executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (vi) originals, or if originals are not available, copies of the Space Leases (which may be delivered to Purchaser’s manager at the Premises); (vii) notice to the service contractors executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (viii) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2); (ix) the Transfer Tax return(s) executed by Seller; (x) estoppel certificates dated within forty-five (45) days of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereofexecuted and acknowledged, copies as applicable: (i) A bargain and sale deed without covenants against grantor’s acts, sufficient to convey fee title to the Land and Improvements subject to and in accordance with the provisions of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space TenantAgreement, in the event any Estoppel Certificate shall claim form attached hereto as Exhibit “8(A)(i)”, and made a default part hereof (a claim the “Deed”); (ii) A general ▇▇▇▇ of default or failure sale for the Personal Property, in the form of an obligation Exhibit “8(A)(ii)”, conveying, lien free (other than Permitted Exceptions) and as more particularly set forth therein, to Purchaser all of Seller’s right, title and interest in and to the Personal Property; (iii) An assignment and assumption, in the form of Exhibit “8(A)(iii)”, which provides for, as more particularly set forth therein, the assignment by Seller or a Space Tenant which arises out of or results from information actually disclosed all of Seller’s right, title and interest as landlord in and to the Leases, all guaranties delivered in connection therewith and actually known all security deposits thereunder, and the assumption by Purchaser prior to of all of Seller’s obligations as landlord under the Outside Termination Leases arising from and after the Closing Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to (the Premises“Assignment of Leases”); (iv) An assignment and assumption, in the form of Exhibit “8(A)(iv)”, which provides for, as more particularly set forth therein, the assignment by Seller of all of Seller’s right, title and interest in and to all of the Surviving Contracts and Brokerage Agreements and the assumption by Purchaser of all of Seller’s obligations under a Space Lease such Surviving Contracts and Brokerage Agreements arising from and after the Closing Date (such default hereinafter being referred to as an the “Estoppel DefaultAssignment of Contracts”), ; (v) (vi) The cash Security Deposits under Leases then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, then actually held by Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity(together with accrued interest thereon, if any, given pursuant less Seller’s proportionate share of administrative fees, if any) by payment of the aggregate amount thereof to subsection Purchaser or a credit to Purchaser against the Purchase Price, at Seller’s option. (2a) above. Notwithstanding anything contained herein If one or more Security Deposit is wholly or partially comprised of a letter of credit (collectively, the “Letters of Credit”), Seller shall use commercially reasonable efforts to transfer the contrary, Letters of Credit to Purchaser shall notify Seller upon the date which is the earlier as of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, the cost and expense of which Purchaser shall pay, and on the Closing Date Seller shall deliver to Purchaser all original Letters of Credit, with all amendments thereto, actually held by Seller. As to those Letters of Credits which are not transferred to Purchaser at Closing (collectively, the “Non-Transferable Letters of Credit”), Seller shall execute at Closing the documentation necessary to cause the transfer or re-issuance of the Non-Transferable Letters of Credit and Seller and Purchaser shall reasonably cooperate with each other on the Closing Date and following the Closing so as to effectuate the transfer of same to Purchaser and cause Purchaser to be the beneficiary thereunder or to obtain a replacement letter of credit showing Purchaser as the beneficiary thereunder. Until the Non-Transferable Letters of Credit shall be transferred to Purchaser or replaced, as aforesaid, Purchaser shall hold the same, but upon request may deliver the same to Seller (if necessary), who shall then draw upon the same and deliver the proceeds to Purchaser or return the same to the applicable Tenant, in each case upon Purchaser’s written instruction. Seller shall also deliver to 18848190v.10 Purchaser at Closing such documentation, including, without limitation, sight drafts executed in blank, as Purchaser shall reasonably require in connection with drawing under the Non-Transferable Letters of Credit in Seller’s name. Purchaser shall indemnify and hold Seller harmless from any and all losses, costs, damages, liens, claims, counterclaims, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees, court costs and disbursements) incurred by Seller as the result of Seller taking any steps pursuant to a request of Purchaser, including drawing, or seeking to draw, on any Tenant’s permitted objections to any such Estoppel CertificatesSecurity Deposit. Purchaser’s failure to timely respond to Seller in accordance with The provisions of this Section 8(A)(v)(b) shall survive the preceding sentence shall be deemed its approval of the Estoppel CertificatesClosing;

Closing Deliveries. (a) At Closing (or within five (5) Business Days thereafter with respect Administrative Agent shall have received each of the following documents, instruments and agreements, each of which shall be in form and substance and executed in such counterparts as shall be acceptable to delivery Administrative Agent and each Bank and each of items other than documents executed by Seller in connection with the Closing)which shall, unless expressly stated to otherwise indicated, be dated the contrary herein, Seller shall deliver to Purchaser or EscroweeClosing Date: (i) a Note payable to the Special Warranty Deed order of each Bank, each in the amount of such Bank's Commitment, duly executed by Seller and acknowledged in the form annexed hereto as Exhibit 1Borrower; (ii) the Assignment Mortgages (including any amendments to the Existing Mortgages) to be executed on the Closing Date pursuant to Section 5.1(a), duly executed and delivered by Borrower and each Subsidiary of the Space Leases executed by Seller Borrower (as applicable), together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 financing statements, tax affidavits and applicable department of revenue documentation, in the form annexed hereto as Exhibit 2and substance satisfactory to Administrative Agent, creating first and prior Liens in all Borrowing Base Properties (subject only to Permitted Encumbrances); (iii) the Assignment of the Service Contracts (and any permitted replacements or renewals thereof) Facility Guarantees duly executed by Seller in the form annexed hereto as Exhibit 3each existing Restricted Subsidiary of Borrower; (iv) the Assignment of Licenses, Permits, Guarantees and Warranties a Borrower Pledge Agreement duly executed by Seller in Borrower together with (A) certificates evidencing one hundred percent (100%) of the form annexed hereto issued and outstanding Equity of each existing Restricted Subsidiary of Borrower of every class (all certificates delivered pursuant to this Section 6.1(a)(iv) shall be duly endorsed or accompanied by duly executed blank stock powers), and (B) such financing statements (duly authorized) as Exhibit 4Administrative Agent shall request to perfect the Liens granted pursuant to such Borrower Pledge Agreement; (v) notice such financing statements (including, without limitation, the financing statements referenced in subclauses (ii) and (iv) above) in form and substance acceptable to Administrative Agent (duly authorized) as Administrative Agent shall specify to fully evidence and perfect all Liens contemplated by the Space Tenants executed by Seller Loan Papers, all of which shall be filed of record in the form annexed hereto such jurisdictions as Exhibit 5 (which will be delivered to the Space Tenants by Seller or Administrative Agent shall require in its property manager unless otherwise mutually agreed to by Seller and Purchaser)sole discretion; (vi) originalsa copy of the articles or certificate of incorporation, certificate of organization, or if originals are not availablecomparable charter documents, copies and all amendments thereto, of each Credit Party accompanied by a certificate that such copy is true, correct and complete, and dated within twenty (20) days of the Space Leases Closing Date (which may be delivered or within such other period as acceptable to Purchaser’s manager at Administrative Agent), issued by the Premises)appropriate Governmental Authority of the jurisdiction of incorporation of each such Credit Party, and accompanied by a certificate of the Secretary or comparable Authorized Officer of each such Credit Party that such copy is true, correct and complete on the Closing Date; (vii) notice to a copy of the service contractors executed bylaws, regulations or comparable charter documents, and all amendments thereto, of each Credit Party accompanied by Seller in a certificate of the form annexed hereto Secretary or comparable Authorized Officer of each such Credit Party that such copy is true, correct and complete as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser)of Closing Date; (viii) certain certificates and other documents issued by the appropriate Governmental Authorities of such jurisdictions as Administrative Agent has requested relating to the existence of each Credit Party and to the effect that each such Credit Party is in good standing with respect to the payment of franchise and similar Taxes and is duly executed certificate of Seller qualified to transact business in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2)such jurisdictions; (ix) a certificate of incumbency of all officers of each Credit Party who will be authorized to execute or attest to any Loan Paper, dated the Transfer Tax return(s) Closing Date, executed by Sellerthe Secretary or comparable Authorized Officer of each such Credit Party; (x) estoppel copies of resolutions or comparable authorizations approving the Loan Papers and authorizing the transactions contemplated by this Agreement and the other Loan Papers, duly adopted by the Board of Directors (or comparable authority) of each Credit Party accompanied by certificates dated within forty-five (45) days of the date originally scheduled for Closing Secretary or comparable officer of each such Credit Party that such copies are true and correct copies of resolutions duly adopted at a meeting of or (if permitted by applicable Law and, if required by such Law, by the bylaws or comparable charter documents of each an “Estoppel Certificate” and collectively such Credit Party, as applicable) by the “Estoppel Certificates”) from unanimous written consent of the Board of Directors (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%or comparable authority) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless each such variance benefits Purchaser) orCredit Party, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificateapplicable, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from such resolutions constitute all the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation resolutions adopted with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrarytransactions, if the required Estoppel Certificates canhave not be timely deliveredbeen amended, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditorsmodified, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenantrevoked in any respect, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain are in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction as of the Purchase Price. Subsequent Closing Date; (xi) an opinion of ▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the ClosingBorrower, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before dated the Closing Date, favorably opining as to the enforceability of Purchaser’s permitted objections each of the Loan Papers and otherwise in form and substance satisfactory to Administrative Agent and Banks; (xii) such opinions of local counsel as Administrative Agent shall require in each jurisdiction where Mortgages will be filed, each dated the Closing Date, favorably opining as to the enforceability of the applicable Mortgages in each applicable jurisdiction and otherwise in form and substance satisfactory to Administrative Agent and Banks; (xiii) a certificate signed by an Authorized Officer of Borrower stating that (A) the representations and warranties contained in this Agreement and the other Loan Papers are true and correct in all respects, and (B) no Default or Event of Default has occurred and is continuing; (xiv) a Certificate of Ownership Interests signed by an Authorized Officer of Borrower in the form of Exhibit H attached hereto; (xv) copies of all reports in Borrower's files (or otherwise reasonably available to Borrower) pertaining to Borrower's Mineral Interests and operations, which report(s) shall not reflect the existence of facts or circumstances which would constitute a material violation of any Applicable Environmental Law or which are likely to result in a material liability to any Credit Party; and (xvi) certificates from Borrower's insurance broker setting forth the insurance maintained by Borrower and stating that such Estoppel Certificates. Purchaser’s failure to timely respond to Seller insurance is in accordance full force and effect, and which certificates shall evidence that such insurance complies with the preceding sentence shall be deemed its approval requirements of the Estoppel Certificates;Section 8.6.

Closing Deliveries. On the Closing Date, Seller shall deliver or cause to be delivered: (a) At The Deed duly executed and acknowledged; (b) A duly executed quitclaim bill of sale and general assignment conveying the Personal Pro▇▇▇▇y and the Intangible Property to Buyer; (c) A duly executed assignment and assumption of the Leases and Tenant Deposits (the "ASSIGNMENT OF LEASES"); (d) A duly executed assignment and assumption of Property Contracts being assumed (the "ASSIGNMENT OF CONTRACTS"); (e) A certificate of non-foreign status from Seller; (f) Customary affidavits sufficient for the Escrow Agent to delete any exceptions for mechanic's or materialmen's liens and parties in possession from Buyer's title policy and such other affidavits relating to such title policy as the Escrow Agent may reasonably request; (g) An updated Rent Roll (including a list if all delinquent and prepaid rents) certified by the Seller as true and correct as of the Closing Date; (h) Such other instruments as Buyer or within five the Escrow Agent may reasonably request to effectuate the transactions contemplated by this Agreement; (5i) Business Days thereafter with respect A duly executed counterpart original of the closing statement setting forth the Purchase Price, the closing adjustments and the application of the Purchase Price as adjusted; (j) Evidence or documents as may reasonably be required by the Escrow Agent evidencing the status and capacity of Seller to delivery sell the Property and the authority of items other than the person or persons executing the various documents executed by on behalf of Seller in connection with the Closing), unless expressly stated to sale of the contrary herein, Seller shall deliver to Purchaser or Escrowee: (i) the Special Warranty Deed executed by Seller and acknowledged in the form annexed hereto as Exhibit 1Property; (iik) Originals, or where unavailable, copies of all Property Contracts, Leases (with all amendments and modifications thereto), operating information, permits, warranties and financial information about the Assignment of Property in Seller's possession or control relating to the Space Leases executed by Seller in the form annexed hereto as Exhibit 2Property; (iiil) All keys to all locks on the Assignment of Property and similar items, to the Service Contracts (and any permitted replacements or renewals thereof) executed by Seller extent in the form annexed hereto as Exhibit 3Seller's possession; (ivm) All documents reasonably required to effect the Assignment of Licenses, Permits, Guarantees assignment and Warranties executed by Seller in the form annexed hereto as Exhibit 4; (v) notice to the Space Tenants executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (vi) originals, or if originals are not available, copies assumption of the Space Leases (which may be delivered to Purchaser’s manager at the Premises); (vii) notice to the service contractors executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (viii) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2); (ix) the Transfer Tax return(s) executed by Seller; (x) estoppel certificates dated within forty-five (45) days of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be Existing Loan, in form and substance which do not vary materially from reasonably acceptable to the parties and acceptable to Lender; (n) To the extent required, documents for the transfer of telephone, electric, water and sewer, and gas utilities, as may be required by the utility; (o) A satisfactory and valid written termination of the management agreement executed by the existing management and rental agent for the Property; and (p) The form annexed attached hereto as Exhibit 7 G (unless such variance benefits Purchaser) or, as to any Space Tenant Disclosure of Information on Lead-Based Paint and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed Lead-Based Paint Hazards duly executed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;.

Closing Deliveries. (a) At Closing (or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated to the contrary herein, Seller shall deliver to Purchaser or EscroweeEscrow Holder: (i) the Special Warranty Grant Deed executed by Seller and acknowledged in the form annexed hereto to this Contract as Exhibit 1; (ii) the Assignment of the Space Leases and License Agreements executed by Seller in the form annexed hereto as Exhibit 2; (iii) the Required Estoppels (to the extent obtained by Seller and provided that Seller’s failure to deliver the Required Estoppels shall not constitute a default by Seller under this Contract); (iv) the Assignment of Permits, Guaranties and Warranties executed by Seller in the Service Contracts form annexed to this Contract as Exhibit 3; (v) notice to the tenants under the Space Leases and any permitted replacements or renewals thereof) the licensees under the License Agreements executed by Seller in the form annexed hereto as Exhibit 3; (iv) the Assignment of Licenses, Permits, Guarantees and Warranties executed by Seller in the form annexed hereto as Exhibit 4; (v) notice to the Space Tenants executed by Seller in the form annexed hereto as Exhibit 5 4 (which will be delivered to the Space Tenants such tenants and licensees by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (vi) originals, or if originals are not available, copies of the Space Leases (which may be delivered to Purchaser’s manager left at the PremisesProperty); (vii) originals, or if originals are not available, copies of the Service Contracts (which may be left at the Property), if any; (viii) to the extent in Seller’s possession, the real estate tax bills for the Property for the then current real estate tax year (which may be left at the Property); (ix) to the extent they are in Seller’s possession and were received within the six (6) months prior to the Closing (A) unless posted at the Real Property, all licenses and permits, authorizations and approvals pertaining to the Property and (B) all guaranties and warranties which Seller has received in connection with any work or services performed or equipment installed in and improvements erected on the Property (which may be left at the Property), excluding guaranties and warranties relating to the equipment and improvements located in the premises under the Lease to the extent that Seller, as tenant under the Lease, is obligated to repair and maintain such equipment or improvements; (x) the ▇▇▇▇ of Sale, executed by Seller in the form of Exhibit 5 annexed to this Contract; (xi) a copy of the keys, combinations and codes to all locks and security devices to the Property in Seller’s possession, excluding keys, combinations and codes to areas designated by Seller as “Secured Areas” under the Lease; (xii) an update of Seller’s representations, dated as of the Closing Date, executed by Seller in accordance with Section 6.3 above; (xiii) a Withholding Exemption Certificate Form 593 in accordance with California Revenue and Taxation Code §18662 executed by Seller; (xiv) a Certification of Non-Foreign Status in accordance with Internal Revenue Code Section 1445 executed by Seller; (xv) the Lease, by and between Purchaser, as landlord, and Seller, as tenant, in the form annexed to this Contract as Exhibit 8, executed by Seller; (xvi) the Memorandum of Lease, in the form attached to the Lease, executed by Seller in recordable form; (xvii) such evidence of Seller’s organizational authority as may be required by the Title Company; (xviii) the Bank SNDA, executed in recordable form by Seller, as tenant under the Lease; (xix) the Management Agreement, in the form annexed to this Contract as Exhibit 9, executed by Seller; (xx) the Engineering Agreement, in the form annexed to this Contract as Exhibit 10, executed by Seller; and (xxi) the letter agreements, in the form annexed to this Contract as ▇▇▇▇▇▇▇▇ ▇▇-▇, ▇▇-▇, ▇▇-▇, ▇▇-▇ ▇▇▇ ▇▇-▇. (▇) At the Closing, Purchaser shall deliver to Seller or Escrow Holder: (i) the balance of the Purchase Price as provided in Article 3 of this Contract; (ii) the Assignment of the Space Leases and License Agreements executed by Purchaser in the form annexed hereto as Exhibit 2; (iii) notice to the service contractors tenants under the Space Leases and licensees under the License Agreements executed by Purchaser in the form annexed hereto as Exhibit 4; (iv) the Assignment of Permits, Guaranties and Warranties executed by Seller in the form annexed hereto to this Contract as Exhibit 6 3; (which will be delivered v) a Preliminary Change of Ownership Report executed by Purchaser; (vi) the Transfer Tax Affidavit executed by Purchaser in the form required by the Office of the Assessor – Recorder of the City and County of San Francisco, showing a transfer tax due of One Million Two Hundred Ninety Thousand Dollars ($1,290,000.00). (vii) the Lease, by and between Purchaser, as landlord, and Seller, as tenant, in the form annexed to this Contract as Exhibit 8, executed by Purchaser; (viii) the Memorandum of Lease, in the form attached to the service contractors Lease, executed by Seller Purchaser in recordable form; (ix) such evidence of Purchaser’s organizational authority as may be required by the Title Company; (x) an update of Purchaser’s representations, dated as of the Closing Date; (xi) the Bank SNDA, executed in recordable form by Purchaser, as landlord under the Lease, and Barclays Bank PLC, as administrative agent for the mortgagee; (xii) the GSA SNDA, executed by Purchaser, as lessor, and Barclays Bank PLC, as administrative agent for the mortgagee, and the GSA (provided that the failure to deliver such GSA SNDA shall not constitute a default on the part of Purchaser or its property manager unless otherwise mutually agreed a condition to by Seller and Seller’s obligation to sell the Property to Purchaser); (viiixiii) duly executed certificate of Seller the Management Agreement, in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2)annexed to this Contract as Exhibit 9, executed by Purchaser; (ixxiv) the Transfer Tax return(s) executed by Seller; (x) estoppel certificates dated within forty-five (45) days of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be Engineering Agreement, in form and substance which do not vary materially from the form annexed hereto to this Contract as Exhibit 7 10, executed by Purchaser; and (unless such variance benefits Purchaserxv) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenantletter agreements, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed form annexed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for aboveExhibits 12-1, or (12-2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure , 12-3, 12-4 and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (12-5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;.

Closing Deliveries. On the Closing Date, (a) At Closing (or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated to the contrary herein, Seller shall deliver to Purchaser or EscroweeTransferor shall: (i) for each Property (other than the Special Warranty Deed executed by Seller Ground Lease Parcel) execute and acknowledged deliver to Transferee a bargain and sale deed with covenant against grantor's acts conveying Transferor's interest in the Properties free and clear of all liens, easements, encumbrances, restrictions and other exceptions, other than the Permitted Exceptions, in the form annexed attached hereto as Exhibit 1A (the "Deed"); (ii) for the Ground Lease Parcel, execute and deliver to Transferee an assignment (the "Ground Lease Assignment of the Space Leases executed by Seller and Assumption") in the form annexed attached hereto as Exhibit 2A-1, which assigns the lessee's interest in the leasehold estate created by the Ground Lease; (iii) for each Property, execute and deliver to Transferee a bill of sale covering the Assignment of the Service Contracts (and any permitted replacements or renewals thereof) executed by Seller Personal Property in the form annexed hereto attached ▇▇▇▇to as Exhibit 3B; (iv) for each Property, execute and deliver to Transferee an assignment (the "Assignment and Assumption of Licenses, Permits, Guarantees Leases") of all Leases and Warranties executed by Seller security deposits which shall be in recordable form and in the form annexed attached hereto as Exhibit 4C; (v) notice for each Property, execute and deliver to Transferee an assignment (the Space Tenants executed by Seller "Assignment and Assumption of Contracts") of all Contracts, Licenses and Permits, General Intangibles, warranties and guaranties affecting such Property, in the form annexed attached hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser)D; (vi) originalsdeliver to Transferee the security deposits then held by Transferor, its agents or any Affiliate pursuant to the Leases, and to the extent that any security deposit made under a Lease is in the form of a letter of credit, deliver such assignments and other instruments as Transferee may reasonably require to transfer such letter of credit to Transferee or, if originals are not availableTransferee so requires, copies of to Transferee's mortgage lender on the Space Leases applicable Property (which may be delivered to Purchaser’s manager at together with reasonably satisfactory confirmation from the Premisesissuer thereof that Transferee (or such lender) is the valid holder thereof); (vii) notice execute and deliver to the service contractors executed by Seller Transferee a nonforeign affidavit in the form annexed attached hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser)E; (viii) duly executed certificate execute and deliver to Transferee a letter addressed to each tenant, licensee or occupant under any Lease ("Tenant") advising the Tenant of Seller the transfer of the Property and assignment of its Lease in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2)attached hereto as Exhibit F; (ix) execute and deliver to Transferee a letter addressed to each vendor under any Contract being assumed by Transferee hereunder advising the Transfer Tax return(s) executed by Sellervendor of the transfer of the Property and assignment and assumption of its Contract in the form attached hereto as Exhibit F-1; (x) deliver to Transferee the original executed estoppel certificates dated obtained by Transferor pursuant to Section 5.6; (xi) execute and deliver to Transferee the Proration Agreement; (xii) deliver to Transferee or Transferee's property manager signed originals or, if unavailable, copies, of all Leases; (xiii) deliver to Transferee or Transferee's property manager signed originals or, if unavailable, copies, of all Contracts and Licenses and Permits being assigned to Transferee; (xiv) deliver to Transferee a signed original of each Ground Lease, or, if unavailable, a copy thereof; (xv) deliver to Transferee or Transferee's property manager for all Improvements copies of all warranties, guaranties, service manuals and other documentation in the possession or control of Transferor, its agents or any Affiliate pertaining to building systems and equipment; (xvi) deliver to Transferee or Transferee's property manager for all Improvements all keys and combinations to locks that are in the possession or control of Transferor, its agents or any Affiliate; (xvii) deliver to Transferee or Transferee's property manager for all Improvements copies of all plans and specifications that are in the possession or control of Transferor or any Affiliate; (xviii) file the 1099-S Form required by the Internal Revenue Service and deliver a copy thereof to Transferee; (xix) deliver to Title Insurer such customary affidavit or indemnity as is reasonably required for the Title Insurer to omit from its title report those exceptions required to be omitted in order to convey title to the Properties as required hereby; (xx) deliver to Title Insurer such corporate resolutions or other appropriate documentation reasonably required by Title Insurer regarding the authorization of Transferor to transfer the Properties to Transferee and the authority and incumbency of the person or persons executing this Agreement; (xxi) to the extent Transferor is obligated under the terms of this Agreement, deliver to Title Insurer such unconditional releases, satisfactions or other instruments as may be required by Law to discharge any mortgages or other security interests of record (other than the Existing Mortgages); (xxii) deliver to Transferee the Transferor Representation and Warranty Update; (xxiii) deliver to Transferee or Transferee's property manager (with Transferor having the right to retain copies thereof) all of the Books and Records; (xxiv) execute and deliver to Transferee such documents as Transferee may reasonably require to evidence the assignment of the Systems; (xxv) execute and deliver to Transferee an assignment and assumption of the Existing Unsecured Debt (the "Assignment and Assumption of Existing Debt") in form reasonably acceptable to Transferee and Transferor (it being intended that the holder of the Existing Unsecured Debt shall be a third party beneficiary to the Assignment and Assumption of Existing Debt and shall be entitled to proceed thereunder directly against Transferee) whereby Transferee will assume the Existing Unsecured Debt and will, immediately after such assumption, repay the Existing Unsecured Debt; (xxvi) unless previously executed, execute and deliver to each member of Transferee, except Scott Rechler, a Transition Agreement (collectively, the "Transi▇▇▇▇ ▇▇▇▇▇▇▇▇▇s") in the form attached as Exhibit O; (xxvii) intentionally omitted; (xxviii) unless previously executed, execute and deliver to Scott Rechler the Employment Agreement Amendment (the "SR Amendment") ▇▇ ▇▇▇ ▇▇▇m attached as Exhibit Q; (xxix) execute and deliver to Transferee the License Agreement (the "License Agreement") in the form attached as Exhibit R; (xxx) execute and deliver to Transferee an agreement (the "Surrender Agreement") reasonably acceptable to Transferee and Transferor providing for the surrender by Transferor of the entire first floor portion of the space leased by ROP at 225 Broadhollow Road consisting of 16,931 rentable square feet, t▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ROP of all furniture, fixtures and equipment located in such surrendered premises and providing for the equitable adjustment of the terms of the lease for the remainder of the space so leased by ROP, but for no additional consideration other than the Option Modification Agreement; (xxxi) execute and deliver to Transferee an agreement providing for the termination of ROP's option to acquire 593 Acorn in consideration of payment to ROP by Transferee at Closing of $872,000.00 (the "Acorn Option Termination Agreement") in the form attached as Exhibit T; (xxxii) execute and deliver to Transferee an agreement providing for the extension of ROP's option on 225 Broadhollow Road (the "Option Modification Agreement") in the fo▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇it U; (xxxiii) execute and deliver to Transferee an agreement providing for Transferee to have a right of first refusal with respect to certain parcels of vacant land (the "ROFR Agreement") in the form attached as Exhibit V; (xxxiv) execute and deliver to Transferee the Stock Loan Assignment and Assumption Agreement (the "Stock Loan Agreement") in the form attached hereto as Exhibit W; (xxxv) execute and deliver to Transferee an Artwork License Agreement (the "Artwork License Agreement") reasonably acceptable to Transferor and Transferee providing that any artwork belonging to any direct or indirect members of Transferee present in any property of Transferor or its affiliates after the Closing shall, in return for Transferor's payment of $1.00 to Transferee, remain in place until August 15, 2004 and shall be removed by Transferee within forty-five (45) 60 days of such date, and that until the date originally scheduled removal of such artwork, Transferor shall be responsible for Closing maintaining, insuring and securing such artwork; (each xxxvi) execute and deliver to Transferee an “Estoppel Certificate” environmental indemnity with respect to 32 Windsor Road in the form attached hereto as Exhibit P; and (xxxvii) execute and collectively deliver to Transferee an agreement providing for the “Estoppel Certificates”termination of ROP's options to acquire Gateway, Huntington and Willets (the "Option Termination Agreements") from in the same form as the Acorn Option Termination Agreement, except that the aggregate consideration payable to Transferor for all such terminations shall be $100,000.00. (b) Transferee shall: (i) all Major Tenants deliver to Transferor an instrument reasonably satisfactory to Transferor evidencing and confirming the surrender of the Partnership Interests; (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent execute and deliver to Transferor the Ground Lease Assignment and Assumption; (80%iii) execute and deliver to Transferor the Assignment and Assumption of Leases; (iv) execute and deliver to Transferor the leased area Proration Agreement; (v) execute and deliver to Transferor the Assignment and Assumption of Contracts; (vi) execute and deliver to Transferor the Premises Assignment and Assumption of Existing Debt; (“Estoppel Tenants”). Such Estoppel Certificates shall vii) deliver to Transferor the Transferee Representation and Warranty Update; (viii) unless previously executed, cause the Transition Agreements to be in form executed and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser its respective member of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty Transferee; (30ix) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: omitted; (x) from the definition of Major Tenantunless previously executed, cause Scott Rechler to execute and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from Transferor the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel CertificatesSR Amendment;

Closing Deliveries. (a) At Closing (or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with To effectuate the Closing), unless expressly stated to the contrary herein, Seller shall deliver to Purchaser or Escroweethe Escrow Agent the following: (i) the Special Warranty Deed duly executed by Seller and acknowledged in the form annexed hereto as Exhibit 1Seller; (ii) the Assignment of Leases duly executed by Seller; (iii) a ▇▇▇▇ of Sale in the Space Leases form attached hereto as EXHIBIT E pursuant to which Seller will convey to Buyer all of Seller’s right, title and interest in and to the Personal Property duly executed by Seller; (iv) signed counterparts of the General Assignment in substantially the form attached hereto as EXHIBIT G pursuant to which Seller will assign to Buyer all of the Intangible Property, all Guarantees and all Permits (the "General Assignment") duly executed by Seller; (v) an assignment to Buyer of all of Seller's right, title and interest in any reciprocal easement agreements, operating agreements and other similar agreements (the "REA Agreements") in substantially the form attached hereto as EXHIBIT H (the "REA Assignment") duly executed by Seller; (vi) an assignment to Buyer of all of Seller's right, title and interest in that certain Supplemental Agreement by and between Seller and Leawood Exchange, LLC, a Kansas limited liability company, date August 7, 2009, in substantially the form attached hereto as EXHIBIT N (the "Supplemental Agreement Assignment") duly executed by Seller; (vii) a certificate executed by Seller in the form annexed hereto as Exhibit 2; (iii) of EXHIBIT I attached hereto, certifying the Assignment truth, completeness and accuracy of the Service Contracts (representations and any permitted replacements or renewals thereof) warranties of Seller, as of the Closing Date duly executed by Seller in the form annexed hereto as Exhibit 3; (iv) the Assignment of Licenses, Permits, Guarantees and Warranties executed by Seller in the form annexed hereto as Exhibit 4; (v) notice to the Space Tenants executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (vi) originals, or if originals are not available, copies of the Space Leases (which may be delivered to Purchaser’s manager at the Premises); (vii) notice to the service contractors executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser)Seller; (viii) a certificate regarding Seller's non-foreign status duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2)by Seller; (ix) the Transfer Tax return(s) a completed 1099-S request for taxpayer identification number and certification and acknowledgment duly executed by Seller; (x) estoppel certificates dated within forty-five (45) days originals of the date originally scheduled for Tenant Estoppel Certificates (as hereinafter defined) and the REA Estoppels (as hereinafter defined); (xi) originals of the documents required by Lender (as hereinafter defined) or Buyer in connection with the defeasance of the Leawood Loan (as hereinafter defined); (xii) the Owner's Title Affidavit duly executed by Seller; (xiii) notices to all Tenants in substantially the form of EXHIBIT F attached hereto duly executed by Seller; (xiv) resolutions of Seller authorizing the sale of the Property pursuant to this Agreement and the authority of the officer executing the closing documents on behalf of Seller duly executed by Seller; (xv) a Closing Statement duly executed by Seller; and (each an “Estoppel Certificate” and collectively xvi) such other instruments reasonably required to consummate the “Estoppel Certificates”transaction contemplated by this Agreement. (b) from To effectuate the Closing, Buyer shall deliver to Escrow Agent the following: (i) all Major Tenants and the Assignment of Leases duly executed by Buyer; (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent the General Assignment duly executed by Buyer; (80%iii) of the leased area of REA Assignment duly executed by Buyer; (iv) the Premises Supplemental Agreement Assignment duly executed by Buyer; (“Estoppel Tenants”). Such Estoppel Certificates v) the Closing Statement duly executed by Buyer; and (vi) such other instruments reasonably required to consummate the transaction contemplated by this Agreement. (c) Unless otherwise provided herein, all documents and funds necessary for Closing shall be deposited in form and substance escrow at least one (1) business day prior to the Closing Date. At Closing: (i) the Escrow Agent shall deliver the Deed to Buyer by filing the Deed for record in the public records for the jurisdiction in which do not vary materially from the form annexed hereto as Exhibit 7 Property is located; (unless such variance benefits Purchaserii) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered Escrow Agent shall pay to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price less any credits to which Buyer is entitled as reflected on the Closing Statement, and without any liability of disburse the ▇▇▇▇▇▇▇ Deposit to Seller; (iii) the Title Company shall issue the Title Policy; and (iv) the Escrow Agent shall charge Seller relative thereto. Except (x) and Buyer for the closing costs as set forth in Section 12.1 and 5 above. (yd) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate Seller shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return deliver exclusive possession of the Deposit. In the event Purchaser is permitted Property to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, Buyer at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without except for the rights of any reduction of parties under the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;Permitted Exceptions.

Closing Deliveries. (a) At Closing (or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated to the contrary herein, Seller shall deliver deliver, or cause to Purchaser or Escroweebe delivered, to Buyer the following: (i) the Special Warranty Deed an Assignment and Conveyance Agreement duly executed by Seller and acknowledged Seller, substantially in the form annexed attached hereto as Exhibit 1A, whereby Seller shall convey and transfer to Buyer all of Seller’s right, title and interests in and to the Company Interests, subject to the terms contained herein and therein; (ii) the an Assignment of the Space Leases and Assumption Agreement duly executed by Seller Seller, substantially in the form annexed attached hereto as Exhibit 2B, which sets forth the terms and conditions under which Seller shall assign and Buyer shall accept and assume the Assumed Liabilities, subject to Permitted Encumbrances; (iii) the an SPA and R&W Policy Assignment of the Service Contracts (and any permitted replacements or renewals thereof) Agreement duly executed by Seller Seller, substantially in the form annexed attached hereto as Exhibit 3C, which sets forth the terms and conditions under which Seller shall assign and Buyer shall accept Seller’s rights under each of the Purchase Agreements and Seller’s rights and obligations under the R&W Policy with respect to each of the Purchase Agreements; (iv) the Assignment of Licenses, Permits, Guarantees and Warranties a letter agreement duly executed by Seller relating to certain delivery requirements under each Company’s Governing Instruments, substantially in the form annexed attached hereto as Exhibit 4D1, Exhibit D2 or Exhibit D3, as applicable; (v) notice to a properly executed statement from Seller (or the Space Tenants executed by appropriate parent Affiliate, if Seller is disregarded as an entity separate from its parent for federal income tax purposes on the Closing Date), dated as of the Closing Date, in the form annexed hereto as Exhibit 5 (which will be delivered reasonably acceptable to Buyer that meets the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser)requirements of Section 1.1445-2(b)(2) promulgated under the Code; (vi) originalsa certificate duly executed by the Secretary or an Assistant Secretary of Seller, or if originals are not available, copies dated as of the Space Leases (Closing Date, in customary form, attesting to the resolutions of the board of managers, board of directors or similar governing body of Seller authorizing the execution and delivery of this Agreement and the Operative Documents to which may be delivered to Purchaser’s manager at the Premises);Seller is a party and the consummation of the transactions contemplated hereby and thereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date; and (vii) notice such other instruments and agreements as the Parties may mutually agree are necessary or appropriate to consummate the service contractors transactions contemplated in this Agreement. (b) At the Closing, Buyer shall deliver, or cause to be delivered, to Seller the following: (i) payment of the Purchase Price in accordance with Section 2.2; (ii) an Assignment and Conveyance Agreement duly executed by Seller Buyer, substantially in the form annexed attached hereto as Exhibit 6 (which will be delivered A whereby Seller shall convey and transfer to Buyer all of Seller’s right, title and interests in and to the service contractors by Seller or its property manager unless otherwise mutually agreed Company Interests, subject to by Seller the terms contained herein and Purchaser)therein; (viiiiii) an Assignment and Assumption Agreement duly executed certificate of Seller by Buyer, substantially in the applicable form set attached hereto as Exhibit B, which sets forth in Treasury Regulations §1.1445-2(b)(2)the terms and conditions under which Seller shall assign and Buyer shall accept and assume the Assumed Liabilities, subject to Permitted Encumbrances; (ixiv) the Transfer Tax return(s) an SPA and R&W Policy Assignment Agreement duly executed by Buyer, substantially in the form attached hereto as Exhibit C, which sets forth the terms and conditions under which Seller shall assign and Buyer shall accept Seller’s rights under each of the Purchase Agreements and Seller’s rights and obligations under the R&W Policy with respect to each of the Purchase Agreements; (xv) estoppel certificates a letter agreement duly executed by Buyer relating to certain delivery requirements under each Company’s Governing Instruments, substantially in the form attached hereto as Exhibit D1, Exhibit D2 or Exhibit D3, as applicable; (vi) a certificate duly executed by the Secretary or an Assistant Secretary of Buyer, dated within forty-five (45) days as of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively Date, in customary form, attesting to the “Estoppel Certificates”) from resolutions of (i) all Major Tenants the Conflicts Committee approving the transactions contemplated by this Agreement and the Operative Documents and (ii) those Space Tenants the Buyer Parent GP Board authorizing the execution and delivery of this Agreement and the Operative Documents to which together with Major Tenants collectively represent eighty percent (80%) the Buyer is a party and the consummation of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be in form transactions contemplated hereby and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenantthereby, and (y) when calculating the total leased area certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections ; and (vii) such other instruments and agreements as the Parties may mutually agree are necessary or appropriate to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller consummate the transactions contemplated in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;this Agreement.

Closing Deliveries. (a) At Closing (or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with The parties shall take the Closing), unless expressly stated to the contrary herein, Seller shall deliver to Purchaser or Escrowee: (i) the Special Warranty Deed executed by Seller and acknowledged in the form annexed hereto as Exhibit 1; (ii) the Assignment of the Space Leases executed by Seller in the form annexed hereto as Exhibit 2; (iii) the Assignment of the Service Contracts (and any permitted replacements or renewals thereof) executed by Seller in the form annexed hereto as Exhibit 3; (iv) the Assignment of Licenses, Permits, Guarantees and Warranties executed by Seller in the form annexed hereto as Exhibit 4; (v) notice to the Space Tenants executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (vi) originals, or if originals are not available, copies of the Space Leases (which may be delivered to Purchaser’s manager at the Premises); (vii) notice to the service contractors executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (viii) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2); (ix) the Transfer Tax return(s) executed by Seller; (x) estoppel certificates dated within forty-five (45) days of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as actions set forth in this Section 9.3(a)(x)). Notwithstanding 2.4 at the foregoing Closing. 2.4.1 The Buyer will deliver (a) to the contrarySellers the Purchase Price, if less the required Estoppel Certificates cannot be timely deliveredEscrow Amount, Seller mayand (b) to the Escrow Agent the Escrow Amount, but shall not be obligated to, adjourn in each case by wire transfer of immediately available funds to the Closing for a period not accounts designated in writing to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease Buyer. 2.4.2 The Sellers will execute one or more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred bills of sale with respect to Anna’s Linens Space Tenant all personal property included in the Acquired Assets (e.g. a receiver or trustee is appointed to take possession the “Bills of its assetsSale”) evidencing the parties’ intents and agreement of sale and purchase, transfer, assignment and assumption of such personal property included the Acquired Assets. 2.4.3 The Buyer and the Sellers will execute (a) an assignment is made for Assignment of Trademarks, (b) an Assignment of Patents, (c) an Assignment of Copyrights, (d) an Assignment of Other Intellectual Property (collectively, the benefit of its creditors, or other judicial seizure of its assets occurs“IP Assignments”), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (ye) when calculating any other forms and documents required by the total leased area intellectual property offices of such jurisdiction for completing the assignment and recordation of the Premises Owned IP. 2.4.4 The Buyer and the Sellers will execute one or more instruments of assignment and assumption with respect to the Assumed Liabilities, Transferred Contracts, Transferred Leases and Transferred Permits, and such other instruments as shall be reasonably requested by the Buyer or the Sellers to vest in the Buyer title in and to the Acquired Assets and to consummate the assumption by the Buyer of the Assumed Liabilities, in accordance with the provisions hereof (the “Assignment and Assumption Agreements”). 2.4.5 The Sellers shall deliver to the Buyer all books and records relating to the Business that are included in the Acquired Assets. 2.4.6 API shall deliver to the Buyer a certificate, in a form reasonably acceptable to the Buyer, dated as of the Closing Date, conforming to the requirements of Treasury Regulation Sections 1.1445-2(b)(2) and stating that API is not a foreign person for purposes of determining Section 1445 of the Estoppel Tenants under this Section 9.3(a)(x). Code. 2.4.7 The Sellers shall deliver to the Buyer documentation evidencing the repayment of all Debt of the Business and the termination of all Encumbrances other than Permitted Encumbrances. 2.4.8 The Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) Buyer the consents and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) approvals with respect to any Estoppel Certificate delivered by assignment of the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior Acquired Assets to the Outside Termination Date Buyer set forth on Schedule 2.4.8. 2.4.9 The Sellers shall not be deemed an Estoppel Default deliver to the Buyer certificates of title or an objection origin with respect to Purchaser’s closing all Acquired Assets for which a certificate of title or origin is required to transfer the title to the Premises) by Seller under a Space Lease (Buyer. 2.4.10 The Buyer and the Sellers shall execute the Transition Services Agreement. 2.4.11 The Buyer and the Sellers shall execute the ETSA. EXHIBIT 2.1 2.4.12 The Buyer and the Sellers shall execute the Escrow Agreement. 2.4.13 The Buyer and the Sellers shall execute the License Agreement. 2.4.14 The Buyer and Picometrix shall execute the Sublease. 2.4.15 The Buyer and the Sellers shall execute such default hereinafter being referred to as an “Estoppel Default”)other certificates, then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default instruments or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract documents required pursuant to the preceding sentence, if (1) Purchaser fails provisions of this Agreement or otherwise necessary or appropriate to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure transfer the Acquired Assets and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller Assumed Liabilities in accordance with the preceding sentence shall terms hereof and to consummate the Contemplated Transactions, as may be deemed required to give effect to this Agreement, and to vest in the Buyer and its approval successors and assigns full, complete, absolute, legal and equitable title to the Acquired Assets, free and clear of the Estoppel Certificates;all Encumbrances (other than Permitted Encumbrances).

Closing Deliveries. (a) A. At Closing (or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated to the contrary herein, Seller shall deliver to Purchaser or Escroweeshall cause the appropriate affiliate of Seller, including without limitation ILM II and Lease Corporation (as defined below), with an interest in the Assets to deliver, executed and acknowledged, as applicable: (i) the A Special Warranty Deed executed by Seller and acknowledged (or local equivalent in the form annexed hereto as Exhibit 1each relevant State) for each Real Property, reasonably acceptable to Purchaser; (ii) A general bill of sale for the Assignment Personal Property, reasonably acceptable ▇▇ ▇urchaser, conveying, as more particularly set forth therein, to Purchaser all of Seller's right, title and interest in and to the Space Leases executed by Seller in the form annexed hereto as Exhibit 2Personal Property; (iii) Security deposits deposited under the Assignment Resident Agreements and the Leases (if any, together with accrued interest thereon) by, at Purchaser's option, (a) payment of the Service Contracts aggregate amount thereof to Purchaser, or (and any permitted replacements or renewals thereofb) executed by Seller in a credit to Purchaser against the form annexed hereto as Exhibit 3Purchase Price; (iv) A certification of nonforeign status, in form required by Section 1445 of the Assignment Internal Revenue Code of Licenses1986, Permitsas amended, Guarantees (the "Code") and Warranties executed by Seller in the form annexed hereto as Exhibit 4regulations issued thereunder; (v) notice Notice of Cancellation of Facilities Lease Agreement to ILM II Lease Corporation ("Lease Corporation") and termination of any management and leasing agreements relating to the Space Tenants executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser)Assets; (vi) originalsEvidence of authority, or if originals are not availablegood standing and due authorization of ILM II and Seller to entering into the within transaction and to perform all of its obligations hereunder, copies including, without limitation, the execution and delivery of all of the Space Leases (which closing documents required by this Agreement, and setting forth such additional facts, if any, as may be delivered needed to Purchaser’s manager at show that the Premises)transaction is duly authorized and is in conformity with ILM II's and Seller's organizational documents and applicable laws and to enable the Title Company to omit all exceptions and satisfy all requirements regarding Seller's standing, authority and authorization; (vii) notice If required by the Title Company in order for the Title Company to issue the Title Policy to Purchaser with no exception for matters regarding Seller's authority to sell the Assets, the legal opinion of Greenberg Traurig, LLP in form and substance acceptable to the service contractors executed by Seller in Title ▇▇m▇▇▇▇ ▇▇r such purpose (the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser"Authority Opinion"); (viii) duly executed certificate of Seller in Notice letter to Residents reasonably acceptable to Purchaser (the applicable form set forth in Treasury Regulations §1.1445-2(b)(2"Residents Notification Letter"); (ix) such title affidavits and indemnities required by the Transfer Tax return(s) executed by SellerTitle Company to enable the Title Company to issue the Title Policies as required hereby; (x) estoppel certificates dated within forty-five a General Assignment and Assumption Agreement in form reasonably acceptable to Purchaser, assigning to Purchaser Seller's right, title and interest in and to the Surviving Contracts (45as hereinafter defined), Intangible Property, the Claims, the Permits, and the Files and Records; (xi) days an Assignment of Leases in form reasonably acceptable to Purchaser, assigning to Purchaser Seller's right, title and interest in and to all of the date originally scheduled for Leases; (xii) an Assignment of Resident Agreements in form reasonably acceptable to Purchaser, assigning to Purchaser Seller's and Lease Corporation's right, title and interest in and to all of the Resident Agreements; (xiii) any required real estate transfer tax declaration or similar documents required in connection with any tax imposed by any governmental authority in connection with the transaction contemplated hereunder; (xiv) a termination of the Master Lease between Seller and Lease Corporation, dated September 1, 1995, in form reasonably acceptable to Purchaser; (xv) all originals (or copies if originals are not available) of the Leases, Resident Agreements, Contracts, Permits, keys and lock combinations with respect to the Real Property in the possession of ILM II and Seller; (xvi) a Closing Statement setting forth the Purchase Price, the amounts of all prorated items and all credits, debits and costs contemplated by this Agreement; and (each an “Estoppel Certificate” xvii) such other instruments or documents which by the terms of this Agreement are to be delivered by ILM II and collectively Seller at Closing. B. At the “Estoppel Certificates”) from Closing, Purchaser shall deliver to Seller, executed and acknowledged, as applicable: (i) The balance of the Purchase Price, less the Deposit (as prorated in accordance with Article 7) and all Major Tenants and other amounts payable by Purchaser to Seller at the Closing pursuant to this Agreement; (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent Evidence of authority, good standing (80%if applicable) and due authorization of Purchaser to enter into the within transaction and to perform all of its obligations hereunder, including, without limitation, the execution and delivery of all of the leased area closing documents required by this Agreement, and setting forth such additional facts, if any, as may be needed to show that the transaction is duly authorized and is in conformity with Purchaser's organizational documents and applicable laws; (iii) A receipt for the security deposits paid over or credited to Purchaser at the Closing; and (iv) Such other instruments or documents which by the terms of this Agreement are to be delivered by Purchaser at Closing. C. The acceptance of title to the Premises (“Estoppel Tenants”). Such Estoppel Certificates Real Property by Purchaser shall be in form deemed to be full performance and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser discharge of any Estoppel Certificate from and all obligations on the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect part of Seller to such Space Tenant be performed pursuant to the provisions of this Agreement, except as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from Agreement including without limitation where such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights agreements and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at are specifically stated to survive the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;.

Closing Deliveries. (a) At Closing The purchase and sale of the Shares shall be held on or before July 10, 2018 (or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with the “Closing”), unless expressly stated subject to the contrary herein, Seller shall deliver to Purchaser or Escrowee: (i) the Special Warranty Deed executed by Seller and acknowledged conditions precedent set forth in the form annexed hereto as Exhibit 1; Escrow Agreement between McMurdo Law Group, LLC (the “Escrow Agent”) and the Parties (the “Escrow Agreement”), (ii) the Assignment Form 10-K for the year ending March 31, 2018 being filed and the Accounts Payable listed therein being part of the Space Leases executed by Seller in the form annexed hereto as Exhibit 2; disbursement instructions, and (iii) the Assignment of tax returns being filed for the Service Contracts (and any permitted replacements or renewals thereof) executed by Seller in the form annexed hereto as Exhibit 3;previous financial years since inception. (ivb) At the Assignment of LicensesClosing, PermitsSelling Party shall cause the Escrow Agent to deliver to Purchaser (A) a stock certificate evidencing the Shares, Guarantees and Warranties duly endorsed in blank or accompanied by medallion guaranteed stock powers duly executed by Seller in the form annexed hereto as Exhibit 4; (v) notice to the Space Tenants executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (vi) originalsblank, or if originals are not available, copies other instruments of the Space Leases (which may be delivered to Purchaser’s manager at the Premises); (vii) notice to the service contractors executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (viii) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2); (ix) the Transfer Tax return(s) executed by Seller; (x) estoppel certificates dated within forty-five (45) days of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be transfer in form and substance which do not vary materially from reasonably satisfactory to Purchaser (B) any documentary evidence of the due recordation in the Company’s share register of Purchaser’s full and unrestricted title to the Shares, (C) this Agreement executed (D) Executive’s resignation as an officer and director and the appointment of Purchaser as the sole officer and director, in the form annexed attached hereto as Exhibit 7 A, which Company and Seller represent is in compliance with the Company’s Bylaws, (unless such variance benefits PurchaserE) ora written waiver of any liability of the related-party payable, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, in the form provided attached hereto as Exhibit B, (F) an Assignment of Assets and Assumption of Liabilities Agreement between the Company and its assignee transferring any and all assets used in the Company’s business or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller accounts controlled by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant Company, and that receipt by Purchaser assumption of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contraryand all related liabilities thereto, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, form attached hereto as applicable) shall be excluded: (x) from the definition of Major TenantExhibit C, and (yG) when calculating such other documents as may be required under applicable law or reasonably requested by Purchaser, including the total leased area of the Premises for purposes of determining the Estoppel Tenants Company’s E▇▇▇▇ codes and corporate governance documents, which shall be produced to Purchaser during due diligence under this Section 9.3(a)(x). Seller shall deliver to PurchaserAgreement. (c) At the Closing, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have cause the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation Escrow Agent to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price to Selling Party, and without any liability his assignees, by wire transfer of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect immediately available funds to any Estoppel Certificate delivered accounts designated by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default Selling Party. (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premisesd) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at At the Closing, accept such Estoppel Certificate subject to such Estoppel Default without the Selling Party shall assume liability for any reduction of the Purchase Price. Subsequent to the Closingremaining accounts payable and accrued expenses and any unpaid sales and income tax, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer existsas disclosed on Schedule 3(d), whereupon Seller which shall be entirely released from any liability arising out paid at the time of the indemnityClosing. Payment of those obligations set forth at Schedule 3(d), if any, given pursuant is a condition precedent to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (iiobligations under this Agreement. Failure to pay those obligations set forth at Schedule 3(d) one (1) Business Day before the at Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to constitutes a timely respond to Seller in accordance with the preceding sentence shall be deemed its approval notice by Purchaser under Section 3.1 of the Estoppel Certificates;Escrow Agreement.

Closing Deliveries. (a) At Closing the Closing, unless waived by the Sellers, the Buyer shall deliver, or execute and deliver, as applicable, to (or within five (5on behalf of) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated to the contrary herein, Seller shall deliver to Purchaser or EscroweeSellers: (i) the Special Warranty Deed Assignment and Assumption Agreement for Assumed Contracts; (ii) for each Leased Real Property, an Assignment and Assumption Agreement for Real Property Lease; (iii) the Assumption Agreement for Assumed Liabilities; (iv) the Assignment for Intellectual Property; (v) the Escrow Agreement; (vi) the Closing Payment; (vii) a certificate, dated as of the Closing Date, executed on behalf of the Buyer, certifying in such detail as the Sellers may reasonably request that the conditions to Closing specified in Sections 7.1 and 7.3 have been satisfied or waived; and (viii) all other documents, certificates, instruments or writings reasonably requested by Seller the Sellers in connection herewith. (b) At the Closing, unless waived by the Buyer, the Sellers shall deliver or cause to be delivered, or execute and acknowledged in deliver, as applicable, to the form annexed hereto as Exhibit 1Buyer: (i) the B▇▇▇ of Sale for Purchased Assets; (ii) the Assignment of the Space Leases executed by Seller in the form annexed hereto as Exhibit 2and Assumption Agreement for Assumed Contracts; (iii) the for each Leased Real Property, an Assignment of the Service Contracts (and any permitted replacements or renewals thereof) executed by Seller in the form annexed hereto as Exhibit 3Assumption Agreement for Real Property Lease; (iv) the Assignment of Licenses, Permits, Guarantees and Warranties executed by Seller in the form annexed hereto as Exhibit 4Assumption Agreement for Assumed Liabilities; (v) notice to the Space Tenants executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser)Assignment for Intellectual Property; (vi) originals, a stock certificate or if originals are not available, copies certificates representing all of the Space Leases (which may be delivered issued and outstanding Capital Stock of EG-UK, and a duly executed Stock Power transferring each such certificate to Purchaser’s manager at the Premises)Buyer; (vii) notice to the service contractors executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser)Escrow Agreement; (viii) duly a certificate, dated as of the Closing Date, executed certificate on behalf of Seller the Sellers, certifying in such detail as the applicable form set forth Buyer may reasonably request that the conditions to Closing specified in Treasury Regulations §1.1445-2(b)(2)Sections 7.1 and 7.2 have been satisfied or waived; (ix) a certified copy of the Transfer Tax return(s) executed by Seller;Sale Order, which order has not been reversed or modified on appeal or, if any such appeal is pending, such order shall not have been stayed; and (x) estoppel certificates dated within forty-five (45) days of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) orother documents, as to any Space Tenant and/or Space Lease providing for certificates, instruments or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller writings reasonably requested by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right Buyer in connection herewith, including all documents necessary to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant transfer all vehicles and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing other Purchased Assets to the contrary, if Buyer (all the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not document referred to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(xSections 2.4(a) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s2.4(b) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an the “Estoppel DefaultAncillary Documents”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty . (30c) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at At the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction the Liens of the Purchase Price. Subsequent Senior Creditors on the Purchased Assets shall attach to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out proceeds of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval sale of the Estoppel Certificates;Purchased Assets.

Closing Deliveries. On the Closing Date: (a) At Closing (or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated to the contrary herein, Seller shall deliver or cause to Purchaser be delivered to Buyer: (i) a ▇▇▇▇ of sale in the form of Exhibit A hereto (the “▇▇▇▇ of Sale”) duly executed by Seller, transferring the tangible personal property included in the Purchased Assets to Buyer; (ii) an assignment and assumption agreement in the form of Exhibit B hereto (the “Assignment and Assumption Agreement”) duly executed by Seller, effecting the assignment to and assumption by Buyer of the Assigned Contracts and the Assumed Liabilities; (iii) a transition services agreement in the form of Exhibit C hereto (the “Transition Services Agreement”) duly executed by Seller; (iv) a non-competition agreement in the form of Exhibit D hereto (the “Non-Competition Agreement”) duly executed by Seller; (v) a transition services agreement in the form of Exhibit E hereto (the “VCSF Contract TSA”) duly executed by Seller; (vi) an officer’s certificate duly executed by a duly authorized officer of Seller on Seller’s behalf, certifying: (A) as to whether each condition specified in Section 8.1 and Section 8.2 has been satisfied; (B) that correct copies of the resolutions or Escroweecertificates of the board of directors of Seller authorizing this Agreement and the Transactions, are attached thereto; and (C) a recent certificate of existence issued by the Secretary of State of the State of California; (vii) possession of the Purchased Assets by delivering all such Purchased Assets to ▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇; and [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (viii) such other bills of sale, assignments and other instruments of transfer, assignment or conveyance as Buyer may reasonably request or as may be otherwise necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets to Buyer, duly executed by Seller. (b) Buyer shall deliver or cause to be delivered to Seller: (i) the Special Warranty Deed executed by Seller and acknowledged in Purchase Price less the form annexed hereto as Exhibit 1;Holdback Amount. (ii) the Assignment of the Space Leases and Assumption Agreement, duly executed by Seller in the form annexed hereto as Exhibit 2Buyer; (iii) the Assignment of the Service Contracts (and any permitted replacements or renewals thereof) Transition Services Agreement, duly executed by Seller in the form annexed hereto as Exhibit 3Buyer; (iv) the Assignment of LicensesNon-Competition Agreement, Permits, Guarantees and Warranties duly executed by Seller in the form annexed hereto as Exhibit 4Buyer; (v) notice to the Space Tenants an officer’s certificate duly executed by Seller a duly authorized officer of Buyer on Buyer’s behalf, certifying: (A) as to whether each condition specified in Section 8.1 and Section 8.3 has been satisfied; and (B) a recent certificate of existence issued by the form annexed hereto as Exhibit 5 (which will be delivered to Secretary of State of the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser)State of California; (vi) originalssuch other bills of sale, assignments and other instruments of transfer, assignment or if originals are not availableconveyance as necessary to evidence and effect the sale, copies assignment, transfer, conveyance and delivery of the Space Leases (which may be delivered Purchased Assets to Purchaser’s manager at the Premises); (vii) notice to the service contractors Seller, duly executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (viii) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2); (ix) the Transfer Tax return(s) executed by Seller; (x) estoppel certificates dated within forty-five (45) days of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;Buyer.

Closing Deliveries. (a) At Closing (or within five (5) Business Days thereafter with respect prior to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated Parent and Seller will deliver or cause to be delivered to Buyer the contrary herein, Seller shall deliver to Purchaser or Escroweefollowing: (i) originals of all certificated securities representing the Special Warranty Deed executed by Seller and acknowledged equity interests in the form annexed hereto as Exhibit 1Company and stock powers endorsed in blank necessary to transfer such certificated securities; (ii) the Assignment of the Space Leases executed by Seller an Advisory Agreement between Parent and Buyer substantially in the form annexed attached hereto as Exhibit 2D duly executed by Parent; (iii) the Assignment of Unit Pledge Agreement duly executed by Seller; (iv) a Loan Agreement substantially in the Service Contracts (and any permitted replacements or renewals thereof) form attached hereto as Exhibit E duly executed by Seller and the Company; (v) a Loan Origination Agreement substantially in the form annexed attached hereto as Exhibit 3F duly executed by Parent and the Company; (vi) the certificates referred to in Sections 6.3(a) and 6.3(b); and (vii) all other documents required to be delivered by Parent and Seller to Buyer at the Closing pursuant to this Agreement. (b) At the Closing, Buyer will deliver or cause to be delivered to Parent and Seller the following: (i) stock powers endorsed in blank necessary to transfer the certificates representing the Assigned Shares to Seller and originals of all certificated securities representing the Assigned Shares; (ii) Employment Agreements duly executed by Buyer on the one hand and each of ▇▇▇▇ ▇▇▇▇▇▇▇▇, G. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ on the other hand; (iii) an Advisory Agreement between Parent and Buyer substantially in the form attached hereto as Exhibit D duly executed by Buyer; (iv) the Assignment of Licenses, Permits, Guarantees and Warranties Unit Pledge Agreement duly executed by Seller in the form annexed hereto as Exhibit 4Buyer; (v) notice to the Space Tenants executed by Seller Letter Agreement Regarding Incentive Compensation substantially in the form annexed attached hereto as Exhibit 5 (which will be delivered to the Space Tenants G duly executed by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser)▇▇▇▇▇▇; (vi) originals, or if originals are not available, copies an agreement in form and substance satisfactory to Parent and Seller duly executed by ARJ pursuant to which the Company and ARJ have terminated the ARJ Agreement effective as of the Space Leases (which may be delivered to Purchaser’s manager at the Premises)Closing Date; (vii) a notice to the service contractors of termination duly executed by Seller in ▇▇▇▇▇▇ pursuant to which ▇▇▇▇▇▇ has terminated that certain Advisory Agreement dated July 15, 2004 between ▇▇▇▇▇▇ and Parent effective as of the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser)Closing Date; (viii) duly executed certificate of Seller the certificates referred to in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2Sections 6.2(a) and 6.2(b);; and (ix) the Transfer Tax return(s) executed by Seller; (x) estoppel certificates dated within forty-five (45) days of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall other documents required to be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant Buyer to Parent and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn at the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;Agreement.

Closing Deliveries. (a) At Closing (or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated to the contrary herein, Seller shall deliver to Purchaser or Escroweethe Buyer: (i) signature pages to each of the Special Warranty Deed Closing Documents duly executed by Seller and acknowledged in the form annexed hereto as Exhibit 1Seller; (ii) the Assignment of documents required to be delivered by the Space Leases executed by Seller in the form annexed hereto as Exhibit 2pursuant to Sections 7.1 and 7.2; (iii) the Assignment certified copies of the Service Contracts (resolutions duly adopted by the Seller’s board of directors authorizing the execution, delivery and performance of this Agreement and each of the other agreements in connection with the Transaction, as well as any permitted replacements or renewals thereof) executed by other approvals required for the Seller in to consummate the form annexed hereto as Exhibit 3Transaction; (iv) reasonable documentation evidencing the Assignment release, or authorizing the release, of Licensesany Encumbrances existing as of the Closing on any of the Purchased Assets, Permits, Guarantees and Warranties executed by Seller in the form annexed hereto as Exhibit 4other than Permitted Encumbrances; (v) notice any certificates, duly executed elections or other documents required to the Space Tenants executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered pursuant to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser)Section 8.9; (vi) originalsthe Trust Certificate, or if originals are not available, copies dated as of the Space Leases (which may be delivered to Purchaser’s manager at the Premises)Closing Date; (vii) notice to reasonable documentation evidencing that the service contractors executed by Seller properly withheld and remitted applicable Taxes on any Intercompany Loans (as defined in the form annexed hereto as Exhibit 6 (which will be delivered to DIP Term Sheet) imposed under the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller Tax Act and Purchaser);any other Applicable Laws; and (viii) duly executed certificate actual possession of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2);Purchased Assets. (ixb) At the Transfer Tax return(s) executed by Closing, the Buyer shall deliver to the Seller;: (x) estoppel certificates dated within forty-five (45) days of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants and signature pages to each of the Closing Documents duly executed by the Buyer; ​ (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction payment of the Purchase Price in accordance with Section 3.3, and without in respect of any liability of amount payable to the Seller relative thereto. Except (x) to such account as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation specified by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or writing no less than two (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) days prior to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller or otherwise in accordance with the preceding sentence shall be deemed its approval Approval and Vesting Order; (iii) certified copies of the Estoppel Certificatesresolutions duly adopted by the Buyer’s board of directors authorizing the execution, delivery and performance of this Agreement and each of the other agreements in connection with the Transaction, as well as any other approvals required for the Buyer to consummate the Transaction; (iv) any certificates, duly executed elections or other documents required to be delivered pursuant to Section 8.9; (v) the documents required to be delivered by the Buyer pursuant to Section 7.3; and (vi) an instrument of assumption of liabilities with respect to the Assumed Liabilities in a form satisfactory to the Seller, acting reasonably.

Closing Deliveries. On the Closing Date, Seller shall deliver or cause to be delivered: (a) At A duly executed and acknowledged special warranty deed conveying the Land and the Improvements to Buyer; (b) A duly executed quitclaim bill of sale and general assignment conveying the Personal ▇▇▇▇erty and the Intangible Property to Buyer; (c) A duly executed assignment and assumption of the Leases and Tenant Deposits (the "ASSIGNMENT OF LEASES"); (d) A duly executed assignment and assumption of Property Contracts being assumed (the "ASSIGNMENT OF CONTRACTS"); (e) A certificate or certificates of non-foreign status from Seller; (f) Customary affidavits sufficient for the Escrow Agent to delete any exceptions for mechanic's or materialmen's liens and parties in possession from Buyer's title policy and such other affidavits relating to such title policy as the Escrow Agent may reasonably request; (g) An updated Rent Roll (including a list if all delinquent and prepaid rents) certified by the Seller as true and correct as of the Closing Date; (h) Such other instruments as Buyer or within five the Escrow Agent may reasonably request to effectuate the transactions contemplated by this Agreement; (5i) Business Days thereafter with respect A duly executed counterpart original of the closing statement setting forth the Purchase Price, the closing adjustments and the application of the Purchase Price as adjusted, (j) Evidence or documents as may reasonably be required by the Escrow Agent evidencing the status and capacity of Seller to delivery sell the Property and the authority of items other than the person or persons executing the various documents executed by on behalf of Seller in connection with the Closing), unless expressly stated to sale of the contrary herein, Seller shall deliver to Purchaser or Escrowee: (i) the Special Warranty Deed executed by Seller and acknowledged in the form annexed hereto as Exhibit 1Property; (iik) Originals, or where unavailable, copies of all Property Contracts, Leases (with all amendments and modifications thereto), operating information, permits, warranties and financial information about the Assignment of Property in Seller's possession or control relating to the Space Leases executed by Seller in the form annexed hereto as Exhibit 2Property; (iii1) All keys to all locks on the Assignment of the Service Contracts (Property and any permitted replacements or renewals thereof) executed by Seller in the form annexed hereto as Exhibit 3; (iv) the Assignment of Licensessimilar items, Permits, Guarantees and Warranties executed by Seller in the form annexed hereto as Exhibit 4; (v) notice to the Space Tenants executed by Seller extent in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser)Seller's possession; (vi) originals, or if originals are not available, copies of the Space Leases (which may be delivered to Purchaser’s manager at the Premises); (vii) notice to the service contractors executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (viii) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2); (ix) the Transfer Tax return(s) executed by Seller; (x) estoppel certificates dated within forty-five (45) days of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;

Closing Deliveries. At or prior to the Closing: (a) At Closing (or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated to the contrary herein, Seller shall deliver to The Purchaser or Escroweeshall: (i) deliver (A) the Special Warranty Deed executed by Seller and acknowledged in Escrow Shares to the form annexed hereto as Exhibit 1Escrow Share Agent to be held pursuant to the Escrow Share Agreement, (B) the Cash Escrow Amount to the Cash Escrow Agent to be held pursuant to the Cash Escrow Agreement; (ii) pay the Assignment Aggregate Estimated Cash Consideration and deliver the Aggregate Closing Payment Shares (other than amounts delivered to the Escrow Share Agent and Cash Escrow Agent in Section 2.6(a)(i) above), in each case, to such Sellers and Optionholders, in such amounts and (in the case of the Space Leases executed by Seller Aggregate Estimated Cash Consideration) to such accounts as are set forth across from each such Seller’s or Optionholder’s name in the form annexed hereto Payment Notice or, to the extent necessary to comply with applicable Law in respect of the Optionholders, the Freedom Powersports or FPS Real Estate, as Exhibit 2applicable, to be distributed in an ordinary or special payroll; (iii) deliver to the Assignment of Sellers’ Representative a counterpart signature page to the Service Contracts (and any permitted replacements or renewals thereof) Escrow Share Agreement, duly executed by Seller in the form annexed hereto as Exhibit 3Purchaser and the Escrow Share Agent; (iv) deliver to the Assignment of LicensesSellers’ Representative a counterpart signature page to the Cash Escrow Agreement, Permits, Guarantees and Warranties duly executed by Seller in the form annexed hereto as Exhibit 4Purchaser and the Cash Escrow Agent; (v) notice deliver to the Space Tenants Sellers’ Representative the counterpart signature page to each of the Registration Rights and Lock-Up Agreement, duly executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (vi) originals, or if originals are not available, copies deliver to the Sellers’ Representative a certificate signed by an authorized officer of the Space Leases Purchaser stating that the conditions specified in Section 9.3(a) and Section 9.3(b) have been satisfied. (which may b) The Sellers shall deliver (or cause to be delivered delivered) to the Purchaser each of the following (each in a form and substance reasonably satisfactory to the Purchaser): (i) assignments of membership interests or other applicable instruments of assignment, in each case, with respect to the Transferred Equity Interests; (ii) a certificate of good standing (or equivalent thereof), dated not more than ten (10) days prior to the Closing Date, with respect to each Acquired Company, issued by the appropriate government official of such Acquired Company’s manager at jurisdiction of organization or formation; (iii) an IRS Form W-9 executed by each Seller and Optionholder; (iv) with respect to each Seller and Optionholder, an executed certificate pursuant to Treasury Regulations Section 1.1445-2(b) and Code Section 1446(f) and applicable Treasury Regulations in form and substance reasonably satisfactory to the Premises)Purchaser and certifying that no withholding is required pursuant to Sections 1445 and 1446 of the Code, as applicable; (v) a counterpart signature page to the Escrow Share Agreement, duly executed by the Sellers’ Representative; (vi) a counterpart signature page to the Cash Escrow Agreement, duly executed by the Sellers’ Representative; (vii) notice a counterpart signature page to each of the service contractors Registration Rights and Lock-Up Agreement, duly executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller Sellers and Purchaser)each Optionholder; (viii) duly executed certificate of Seller in the applicable form evidence that each Related Party Transaction (other than those set forth in Treasury Regulations §1.1445-2(b)(2on Schedule 2.6(b)(viii)) has been terminated as of the Closing Date with no further liability or other Losses to the Purchaser or any Acquired Company, including without limitation the Management Agreement; (ix) written resignations (in each case, effective as of the Transfer Tax return(sClosing) of each manager, director or officer of the Acquired Companies set forth on Schedule 2.6(b)(ix), duly executed by Sellereach such Person; (x) a certificate signed by the Sellers stating that the conditions specified in Section 9.2(a), Section 9.2(b) and Section 9.2(c) have been satisfied; (xi) an estoppel certificates dated within forty-five (45) days certificate from each landlord of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”Leased Real Property listed on Schedule 2.6(b)(xi). Such Estoppel Certificates shall be , in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as reasonably acceptable to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet between an Acquired Company and an Affiliate or in the aggregate. Notwithstanding form prescribed by the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred applicable Lease with respect to Anna’s Linens Space Tenant any Lease between an Acquired Company and any non-Affiliate; (e.g. xii) payoff letters or final statements with respect to all Indebtedness of the Acquired Companies listed on Schedule 2.6(b)(xii) or for which a receiver or trustee payoff letter is appointed to take possession of its assetscustomarily obtained (including, an assignment is made for the benefit avoidance of its creditorsdoubt, or other judicial seizure of its assets occursTransaction Expenses), then Anna’s Linens Space Tenant which, if applicable, include, without limitation, a per diem interest amount, a release of all liens related to such Indebtedness and an authorization to file all UCC termination statements and releases necessary or desirable to evidence satisfaction and termination of such Indebtedness, along with wire transfer instructions for each holder of such Indebtedness (or the square footage under its Lease“Payoff Letters”); (xiii) a certificate of an authorized officer of each Seller that is not a natural person, dated as applicableof the Closing Date, certifying as to (A) shall be excluded: (x) from the definition Organizational Documents of Major Tenantsuch Seller, and (yB) when calculating the total leased area valid adoption of resolutions of the Premises for purposes board of determining managers of such Seller with respect to the Estoppel Tenants under transactions contemplated by this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except Agreement; (x) as set forth in Section 12.1 and (yxiv) with respect to any Estoppel Certificate delivered by each parcel of the Anna’s Linens Space TenantOwned Real Property, a title affidavit (in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior form reasonably acceptable to the Outside Termination Date shall not be deemed an Estoppel Default or an objection applicable title company) sufficient to permit Purchaser’s closing title company to eliminate the Premisesso-called “standard exceptions” set forth in Purchaser’s title commitments; (xv) an Option Termination Agreement, duly executed by Seller under a Space Lease Freedom Powersports or FPS Real Estate, as applicable, and each Optionholder; (xvi) written evidence that any option-based compensation plan of any Acquired Company, including the Freedom Powersports Option Plan and the FPS Real Estate Option Plan, has been terminated; and (xvii) such default hereinafter being referred to other documents, instruments or certificates as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following reasonably requested by Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;.

Closing Deliveries. a. Seller's Deliveries. Seller shall deliver or cause to be ------------------- delivered the following documents (athe "Seller's Documents") At Closing at Closing: (or within five 1) The duly executed and acknowledged Deed. (52) Business Days thereafter with respect to delivery of items other than documents A certification duly executed by Seller in connection with under penalty of perjury stating that Seller is not a "foreign person" within the Closing)meaning of Section 1445 of the Internal Revenue Code of 1986, unless expressly stated to the contrary hereinas amended, Seller shall deliver to Purchaser or Escrowee: (i) the Special Warranty Deed executed by Seller and acknowledged in the form annexed hereto as Exhibit 1;E. ---------- (ii3) Originals (or copies thereof if originals are not available) of all documents and materials assigned pursuant to the Assignment General Instrument. (4) Originals (or copies thereof if originals are not available) of all other Review Materials if not already provided, together with all updates and modifications thereof and additions thereto through the Closing, and all other books and records of Seller pertaining in a material way to the operation and management of the Space Leases executed Property. (5) A certificate by Seller to Buyer to the effect that all of the representations and warranties of Seller hereunder, as the same may be modified or updated as set forth herein, remain true and correct in all material respects as of the Closing, in the form annexed hereto as Exhibit 2;F. --------- (iii6) Such affidavits and indemnities as the Assignment of the Service Contracts (and Title Company may reasonably require in order to omit from any permitted replacements title insurance policy issued to Buyer or renewals thereof) executed by Seller in the form annexed hereto as Exhibit 3; (iv) the Assignment of Licenses, Permits, Guarantees and Warranties executed by Seller in the form annexed hereto as Exhibit 4; (v) notice to the Space Tenants executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (vi) originals, or if originals are not available, copies of the Space Leases (which may be delivered to Purchaser’s manager at the Premises); (vii) notice to the service contractors executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (viii) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2); (ix) the Transfer Tax return(s) executed by Seller; (x) estoppel certificates dated within forty-five (45) days of the date originally scheduled Buyer's mortgagee exceptions for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants parties in possession and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent mechanic's liens created by or through Seller. (80%7) Any corporate, partnership or other authorization documents necessary to record the Deed. (8) Evidence of the leased area authority of any individuals or constituent members in Seller to execute any instruments executed and delivered by Seller at Closing. (9) Any of the Premises following which are requested by Buyer and in the possession of or reasonably available to Seller: any and all keys, and lock and safe combinations. (“Estoppel Tenants”). Such Estoppel Certificates shall be 10) Any discharges, releases, other documents or other conditions required by the Title Company as Seller's Title Requirements under the Title Commitment which Seller is obligated to satisfy as a Disapproved Title Exception, in such form and substance which do not vary materially from as is reasonably satisfactory to the Title Company so as to enable Title Company to issue the owner's title policy in the form annexed hereto as Exhibit 7 of the Specimen Title Policy. (unless such variance benefits Purchaser11) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form A written sign-off by the Building Inspector of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, Town of Bedford indicating that the Estoppel Certificate from work performed pursuant to Building Permit #13926 dated August 20, 1997 has been inspected and approved, and certificates of inspection for the Anna’s Linens Space Tenant may two passenger elevators in the Property (Buyer acknowledging that the freight elevator will not be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall operative and will have no right such inspection certificate). To the extent that Buyer fails to object receive the above deliveries, any of the deliveries specified in form Section 8.b below, or substance to any Estoppel Certificate delivered by of the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as conditions set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing Agreement as conditions to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not Buyer's obligation to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object close pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance Agreement shall fail to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x)be fulfilled, then Buyer may, as its sole remedy, terminate this Agreement by notice to Seller, and upon such subsequent Estoppel Certificate notice Seller shall return the Deposit to Buyer promptly and this Agreement shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract null and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price void and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect recourse to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;except as otherwise specifically set forth herein.

Closing Deliveries. At the Closing: (a) At Closing (or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated to the contrary herein, Seller shall deliver to Purchaser Buyer: (i) a ▇▇▇▇ of sale (the "▇▇▇▇ of Sale") in the form of Exhibit 3.2(a)(i); (ii) Notarial Deeds or Escroweeother evidence of ownership, if any, of Fleer GmbH held by Seller; (iii) stock certificates or other evidence of ownership by Seller in Fleer Espanola, SA and Dr. Torrents, SA, or an assignment, by means of the ▇▇▇▇ of Sale, of any and all of Seller's right, title and interest in and to any and all proceeds from the sale of such ownership interest to the other shareholders in Fleer Espanola, SA or Dr. Torrents, SA, as determined pursuant to the By-Laws of Fleer Espanola, SA or Dr. Torrents, SA; (iv) a renewal of the Technical Assistance and Trademark License Agreement by and between Seller and Fleer Espanola, SA listed on Schedule 1.1; (v) such other endorsements, certificates of title and other instruments of assignment or transfer with respect to the Purchased Assets as Buyer may reasonably request and as may be necessary to vest in Buyer all of Seller's right, title and interest in and to the Purchased Assets and shall deliver possession of the Purchased Assets (excluding Trademarks) free and clear of all liens, encumbrances and claims as set forth in Section 1.2 and in accordance with and pursuant to Section 363 of the Bankruptcy Code; (b) Buyer shall deliver to Seller: (i) the Special Warranty Deed executed Purchase Price as provided in Section 2 hereof to be distributed only pursuant to orders entered by Seller and acknowledged in the form annexed hereto as Exhibit 1District Court; (ii) an instrument by which Buyer assumes the Assignment of the Space Leases executed by Seller Assumed Liabilities in the form annexed hereto as of Exhibit 21.3; (iii) the Assignment Certificate of the Service Contracts (and any permitted replacements or renewals thereof) executed by Seller in the form annexed hereto as Exhibit 3Good Standing of Buyer; (iv) the Assignment of Licenses, Permits, Guarantees and Warranties executed by Seller opinion letter from legal counsel for Buyer in the form annexed hereto as of Exhibit 4; (v) notice to the Space Tenants executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser3.2(b)(iv); (vi) originals, or if originals are not available, copies of the Space Leases (which may be delivered to Purchaser’s manager at the Premises); (vii) notice to the service contractors executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (viii) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2); (ix) the Transfer Tax return(s) executed by Seller; (x) estoppel certificates dated within forty-five (45) days of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;

Closing Deliveries. (a) At Closing (or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated to the contrary hereinSeller, Seller at its sole cost and expense, shall deliver to Purchaser or Escrowee: (i) the Special Warranty Deed executed by Seller following items and acknowledged in the form annexed hereto as Exhibit 1; (ii) the Assignment of the Space Leases executed by Seller in the form annexed hereto as Exhibit 2; (iii) the Assignment of the Service Contracts (and any permitted replacements or renewals thereof) executed by Seller in the form annexed hereto as Exhibit 3; (iv) the Assignment of Licenses, Permits, Guarantees and Warranties executed by Seller in the form annexed hereto as Exhibit 4; (v) notice to the Space Tenants executed by Seller in the form annexed hereto as Exhibit 5 documents (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (vi) originals, or if originals are not available, copies of the Space Leases (which may be delivered to Purchaser’s manager at the Premises); (vii) notice to the service contractors executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (viii) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2); (ix) the Transfer Tax return(s) executed by Seller; (x) estoppel certificates dated within forty-five (45) days of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates documents shall be in form and substance which do not vary materially from substance, as attached hereto, or otherwise reasonably satisfactory to Purchaser's attorneys): a Special Warranty Deed in the form annexed attached hereto as Exhibit 7 B (unless the "Deed"), executed by Seller, which Deed shall be in recordable form, duly executed and acknowledged; a ▇▇▇▇ of Sale in the form attached hereto as Exhibit C (the "▇▇▇▇ of Sale") conveying, transferring and selling to Purchaser all right, title and interest of Seller in and to all of the Personal Property, executed by Seller; If and to the extent in the possession or control of Seller or any affiliate of Seller, all (i) original licenses and permits pertaining to the Property and which may be required for the use or occupancy thereof (the "Licenses and Permits"), (ii) required permanent certificates of occupancy for the Improvements relating to such variance benefits Property ("Certificates of Occupancy"), and (iii) records and other documents pertaining to the ownership, operation and maintenance of the Property (the "Property Documents"); all documentation in the possession of Seller or its affiliate with respect to the roof warranty, and Seller shall cooperate with Purchaser at Purchaser's expense in enforcing any such roof warranty prior to its expiration, which obligation shall survive the Closing; an Assignment and Assumption of the Assigned Licenses and Permits, Certificates of Occupancy, Property Documents and all assignable guaranties and warranties which Seller has received in connection with the Property, if any, ("Guaranties and Warranties") orin the form attached hereto as Exhibit D (the "Assignment and Assumption Agreement"), executed by Seller; an executed Affidavit of Non-Foreign Status, in the form attached hereto as Exhibit E, executed by Seller, certifying that Seller is not a "foreign person" pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder; an executed IRS Form 1099; a certificate of good standing of Seller in its jurisdiction of formation dated no earlier than thirty (30) days prior to any Space Tenant and/or Space Lease providing for or allowing a different form the Closing Date and such other documents as Title Company may reasonably determine are necessary to evidence the authority of estoppel certificateSeller to enter into and perform this Agreement and the documents and instruments required to be executed and delivered by Seller pursuant to this Agreement; all keys to entrance doors to, and equipment and utility rooms located in, the Property in the possession of Seller or any affiliate of Seller, which keys shall be properly tagged for identification; an original title policy of title insurance with respect to the Property, in form provided or allowed by such Space Tenant and/or Space Lease; providedand with endorsements acceptable to Purchaser in its sole discretion, however, that and otherwise showing only the Estoppel Certificate from Permitted Title Exceptions and the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant Permitted Survey Conditions (it being understood and agreed that such title insurance policy may be delivered to Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant Title Company after the Closing); such reasonable and that receipt customary affidavits, indemnities and other deliveries as are required by Purchaser the Title Company to deliver so-called "extended coverage", executed by Seller; if and to the extent in the possession or control of Seller or any affiliate of Seller, any and all plans and specifications pertaining to the Property; evidence of termination of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditorsand all leases, or other judicial seizure of its assets occurs)occupancy, then Anna’s Linens Space Tenant (service contracts, operational, or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant other arrangements in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser effect prior to the Outside Termination Date shall not Closing Date; such other reasonable and customary documents as may be deemed an Estoppel Default or an objection reasonably required to Purchaser’s effectuate the transactions contemplated by this Agreement and/or to effectuate the closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentencetransaction contemplated hereunder, if (1) Purchaser fails to terminate this Contract as provided for aboveincluding, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against without limitation, any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, documents (if any, ) required by Section 12 of this Agreement; and a certification updating the representations and warranties given by Seller pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrarySection 9.1 hereof, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;by Seller.

Closing Deliveries. (a) At Closing (or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated to Seller, for itself and as agent for the contrary hereinother Selling Companies or any of their applicable Affiliates, Seller shall deliver or cause to Purchaser or Escroweebe delivered (unless delivered previously) to Buyer, for itself and as agent for the Buyer Assignees: (i) the Special Warranty Deed Transition Services Agreement, duly executed by Seller and acknowledged in the form annexed hereto as Exhibit 1Seller; (ii) the General Assignment of the Space Leases and Assumption Agreement, duly executed by Seller in the form annexed hereto as Exhibit 2Seller; (iii) the Assignment of the Service Contracts (and any permitted replacements or renewals thereof) IP Matters Agreement, duly executed by Seller in the form annexed hereto as Exhibit 3Seller; (iv) the Assignment of LicensesOperating and Production Agreement, Permits, Guarantees and Warranties duly executed by Seller in the form annexed hereto as Exhibit 4Seller; (v) notice to the Space Tenants Retention Escrow Agreement, duly executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser)Seller; (vi) originalsexcept with respect to any Deferred Transfer, or if originals are not availablethe Business Transfer Documents for each applicable jurisdiction as contemplated by Section 2.1(e), copies of the Space Leases (which may be delivered to Purchaser’s manager at the Premises)duly executed by Seller; (vii) notice to the service contractors executed Equity Interest Certificates as contemplated by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and PurchaserSection 2.1(a); (viii) a duly executed certificate of an authorized officer of Seller in certifying as correct and complete the applicable form set forth in Treasury Regulations §1.1445-2(b)(2)copy of the resolutions of the board of directors (or equivalent) of Seller authorizing the execution, delivery and performance of this Agreement, the other Ancillary Agreements and any other documents delivered by Seller hereunder; (ix) the Transfer Tax return(s) officer’s certificate referred to in Section 4.2(c), duly executed by Seller; (x) estoppel certificates dated within forty-five (45A) with respect to each of the two (2) Transferred Owned Real Property locations in Texas, a special warranty deed, a ▇▇▇▇ of sale and an assignment and assumption of leases, duly executed by the appropriate Seller Affiliate, and (B) with respect to each of the two (2) Transferred Owned Real Property locations in Texas and the one (1) Transferred Leased Real Property location in Texas, such customary affidavits or other instruments as may reasonably be required by a title insurance company for recordation or in the issuance of an owner or leasehold policy of title insurance (as applicable), duly executed by the appropriate Seller Affiliate (but for the avoidance of doubt, no third party); provided, that any such affidavits or other instruments are delivered by Buyer to Seller no less than ten (10) days prior to the Closing Date; provided, further, that, that the issuance of any title policy shall not be a condition to Closing; (xi) an assignment and assumption of lease with respect to each Transferred Leased Real Property, duly executed by the date originally scheduled appropriate Seller Affiliate; (xii) the FIRPTA Affidavits; (xiii) IRS Forms 8023, executed by Seller, and such other documentation required to be filed therewith pursuant to applicable Treasury Regulations in connection with the Agreed Section 338(h)(10) Elections; (xiv) the Transferred IP Assignments, duly executed by Seller; (xv) the Supply and Tolling Agreements, duly executed by Seller; and (xvi) a Texas Form 01-917, Statement of Occasional Sale, duly executed by Seller. (b) At the Closing, Buyer, for Closing itself and as agent for the Buyer Assignees, shall deliver (each an “Estoppel Certificate” unless delivered previously) to Seller, for itself and collectively as agent for the “Estoppel Certificates”) from other Selling Companies (or, in the case of Section 3.2(b)(ii), to the Retention Escrow Agent): (i) all Major Tenants and subject to Section 2.2(c), an amount equal to the sum of (iiA) those Space Tenants which together with Major Tenants collectively represent eighty the Purchase Price less (B) the Retention Escrow Amount less (C) fifty percent (8050%) of all expenses, fees and disbursements payable to the Retention Escrow Agent under the Retention Escrow Agreement less (D) fifty percent (50%) of the leased area total amount of all underwriting fees, costs and premium of the Premises R&W Insurance Policy less (“Estoppel Tenants”). Such Estoppel Certificates shall be E) the Deferred Transfer Holdback to the extent applicable, by wire transfer in form and substance which do not vary materially from U.S. Dollars in immediately available funds to a U.S. bank account in accordance with written instructions delivered by Seller to Buyer prior to the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space LeaseClosing; provided, however, that the Estoppel Certificate from consideration for the Anna’s Linens Space Tenant may India Transfer shall be paid in any form delivered India, in INR; (ii) pursuant to Seller the terms of the Retention Escrow Agreement, an amount equal to Fifteen Million U.S. Dollars ($15,000,000) (the “Retention Escrow Amount”) by wire transfer in immediately available funds to a bank account designated by the Anna’s Linens Space Tenant Retention Escrow Agent (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel DefaultRetention Escrow Account”), then Seller may, but shall not with the Retention Escrow Amount to be obligated to, elect to cure any such Estoppel Default held and shall, for that purpose, be entitled to adjourn disbursed by the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller Retention Escrow Agent in accordance with the preceding sentence shall be deemed its approval terms of, and at the time or times set forth in, the Retention Escrow Agreement; (iii) the Transition Services Agreement, duly executed by Buyer; (iv) the General Assignment and Assumption Agreement, duly executed by Buyer; (v) the IP Matters Agreement, duly executed by Buyer; (vi) the Operating and Production Agreement, duly executed by Buyer; (vii) the Retention Escrow Agreement, duly executed by Buyer and the Retention Escrow Agent; (viii) the Business Transfer Documents for each applicable jurisdiction as contemplated by Section 2.1(e), duly executed by Buyer; (ix) the officer’s certificate pursuant to Section 4.3(c), duly executed by Buyer; (x) a certificate of an authorized officer of Buyer certifying as correct and complete, a copy of the Estoppel Certificatesresolutions of the board of directors (or equivalent) of Buyer and any Buyer Assignee, as applicable, authorizing the execution, delivery and performance of this Agreement, the other Ancillary Agreements and any other documents delivered by Buyer or any Buyer Assignee, as applicable, hereunder, duly executed by Buyer; (xi) the Supply and Tolling Agreements, duly executed by Buyer; and (xii) the Transferred IP Assignments, duly executed by Buyer.

Closing Deliveries. On the Closing Date: (a) At Closing (Seller shall, or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with shall direct the Closing), unless expressly stated to the contrary herein, Seller shall deliver to Purchaser or EscroweeApplicable Party to: (i) (A) for each Sold Property in which the Special Warranty Deed executed by Seller Applicable Party owns the Fee Estate, execute and acknowledged deliver to Purchaser a quitclaim deed, in the form annexed attached hereto as Exhibit 1; H (iithe “Deed”), and (b) for each Sold Property in which the Assignment Applicable Party owns the Ground Lease Estate, execute and deliver to Purchaser an assignment of the Space Leases executed by Seller Lease in the form annexed attached hereto as Exhibit 2; I (iiithe “Assignment and Assumption of Ground Lease”) in each case conveying the Assignment of the Service Contracts (and any permitted replacements or renewals thereof) executed by Seller Applicable Party’s interest in the form annexed hereto as Exhibit 3; (iv) the Assignment of Licenses, Permits, Guarantees and Warranties executed by Seller in the form annexed hereto as Exhibit 4; (v) notice Properties subject to the Space Tenants executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (vi) originalsPermitted Exceptions, or if originals are not available, copies of the Space Leases (which may be delivered to Purchaser’s manager at the Premises); (vii) notice to the service contractors executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (viii) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2); (ix) the Transfer Tax return(s) executed by Seller; (x) estoppel certificates dated within forty-five (45) days of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, howeveragreed, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify have no right to object to any title matter, other than a violation of Section 5.4 hereof, affecting the Properties, including, without limitation, the fact that a Property may not have a certificate of occupancy or that the state or use of a Property may vary from that set forth in any certificate of occupancy that may exist; (ii) for each Sold Property, execute and deliver to Purchaser a ▇▇▇▇ of sale covering the Personal Property in the form attached hereto as Exhibit J; (iii) for each Sold Property, execute and deliver to Purchaser an assignment (the “Assignment and Assumption of Leases”) of all Leases and security deposits which shall be in recordable form and in the form attached hereto as Exhibit K; (iv) for each Sold Property, execute and deliver to Purchaser an assignment (the “Assignment and Assumption of Contracts”) of all Contracts, Licenses and Permits, General Intangibles, warranties and guaranties affecting such Property, in the form attached hereto as Exhibit L; (v) for each Sold Equity Interest, execute and deliver to Purchaser (x) an assignment (the “Assignment and Assumption of Interest”) of the Sold Equity Interests in the form attached hereto as Exhibit M and/or (y) with respect to any Sold Equity Interests that is stock of a corporation, stock certificate and a stock transfer instrument, without representation, warranty or recourse; (vi) for each Other Sold Asset, execute and deliver to Purchaser (x) an assignment (the “Other Sold Asset Assignment”) without representation, warranty or recourse, covering such Other Sold Asset and/or (y) with respect to any Other Sold Asset that is stock of a corporation, a stock certificate and a stock transfer instrument, without representation, warranty or recourse; (vii) execute and deliver to Purchaser a nonforeign affidavit; (viii) for each Sold Property, execute and deliver to Purchaser a letter addressed to each tenant, licensee or occupant under any Lease (“Tenant”) advising the Tenant of the sale of the Property and assignment of its Lease in the form attached hereto as Exhibit O; (ix) execute and deliver to Purchaser the Proration Agreement; (x) Seller upon shall deliver a copy of such corporation resolution of Seller, if any, provided in connection with the date Merger Closing; and (xi) execute and deliver to Purchaser such documents as Purchaser may reasonably require to evidence the assignment of the Systems without representation, warranty or recourse. (b) Seller shall endeavor to cause the Applicable Party to deliver to Purchaser the following items without representation, warranty or recourse to Seller, the Applicable Party or any Seller Related Party the following items; provided, however, that the delivery of such items shall in no way be deemed a condition precedent to closing and the failure of which is shall not be a default hereunder; provided, further that if Seller or the earlier of Applicable Party obtains such items after Closing it shall turn them over to Purchaser: (i) five for each Sold Property, deliver to Purchaser the security deposits then held by the Applicable Party pursuant to the Leases, and to the extent that any security deposit made under a Lease is in the form of a letter of credit to the extent within Seller’s control (5) Business Days following including Seller’s ability to direct the Applicable Party), deliver such assignments and other instruments as Purchaser may reasonably require to transfer such letter of credit to Purchaser or, if Purchaser so requires, to Purchaser’s mortgage lender on the applicable Property (together with reasonably satisfactory confirmation from the issuer thereof that Purchaser is the valid holder thereof); provided, that Purchaser shall pay all fees in connection with the transfer of any letters of credit if the Tenant is not obligated to pay such fees; and provided, further, that after Closing, until any such letter of credit is transferred or replaced, upon receipt of executed Estoppel Certificates (A) Purchaser’s certification that a default has occurred under the applicable lease entitling the landlord thereunder to apply the security deposit, and (B) Purchaser’s indemnification (for the benefit of the Seller Related Parties) against all Claims, demands, costs, expenses, liabilities, judgments and suits (including reasonable attorneys’ fees and disbursements) which the Seller Related Parties may incur as a result of drawing upon the letter of credit, Seller shall cause the Applicable Party to draw upon such letter of credit and deliver the proceeds thereof to Purchaser. (ii) one with respect to each Property, deliver to Purchaser or Purchaser’s property manager signed originals or, if unavailable, copies, of all Leases; (1iii) Business Day before with respect to each Property or Other Sold Asset that includes a Contract, deliver to Purchaser or Purchaser’s property manager signed originals or, if unavailable, copies, of all Contracts, including the Contracts constituting the Frontline Assets, any other Loan Assets, and Licenses and Permits; (iv) with respect to each Property, deliver to Purchaser or Purchaser’s property manager for all Improvements copies of all warranties, guaranties, service manuals and other documentation in the possession or control of Seller, its agents or any Affiliate pertaining to such Property; (v) with respect to each Property, deliver to Purchaser or Purchaser’s property manager for all Improvements all keys and combinations to locks that are in the possession or control of Seller or the Applicable Party; (vi) with respect to each Property, deliver to Purchaser or Purchaser’s property manager for all Improvements copies of all plans and specifications that are in the possession or control of Seller or the Applicable Party; (vii) with respect to each Loan Asset, deliver to Purchaser originals or, if unavailable, copies, of all notes, related documents, filings and title policies; (viii) deliver to Purchaser or Purchaser’s property manager (with Seller having the right to retain copies thereof) all of the Books and Records; (ix) Deliver notices to the service providers under the contracts advising them of the sale of the Asset; and (x) Will request resolutions from the Applicable Parties authorizing the transactions. (c) Purchaser shall: (i) deliver to Seller the balance of the Purchase Price payable at the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with Section 2.3, as adjusted for apportionments under Section 2.5; (ii) execute and deliver to Seller the preceding sentence Assignment and Assumption of Leases; (iii) execute and deliver to Seller the Proration Agreement; (iv) execute and deliver to Seller the Assignment and Assumption of Contracts; (v) execute and deliver to Seller the Assignment and Assumption of Interest; (vi) execute and deliver to Seller the Assignment and Assumption of Ground Lease; (vii) execute and deliver to Seller the Other Sold Asset Assignment; and (viii) execute and deliver to Seller the Existing Debt Indemnity Agreement, if necessary. (d) Not later than two (2) Business days prior to Closing Purchaser may designate one or more different entities to which Assets shall be deemed its approval conveyed in accordance with this Agreement, provided that at Closing, such designee assumes, in writing, those obligations imposed under this Agreement upon Purchaser which survive the Closing; provided, further, that the assumption by such designee shall not relieve Purchaser from any obligations or liability arising under this Agreement, and that Purchaser indemnifies and holds Seller and the Seller Related Parties harmless from any Claims, liabilities, losses, damages costs and expenses (including reasonable attorneys’ fees) incurred by Seller or the Seller Related Parties as a result of such designation. (e) Subject to Section 2.5(f) below, if, pursuant to Section 2.5, the Estoppel Certificates;prorations owed Seller exceed the prorations owed Purchaser, then Purchaser shall, at the Closing pay to Seller the amount by which the prorations owed Seller exceed the prorations owed Purchaser. Subject to Section 2.5(f) below, if, pursuant to Section 2.5, the prorations owed Purchaser exceed the prorations owed Seller, then Seller shall, at the Closing provide Purchaser a credit in the amount by which the prorations owed Purchaser exceed the prorations owed Seller. (f) After Closing, if either party (the “Requesting Party”) provides evidence reasonably satisfactory to the other party (the “Other Party”) that an item should have been delivered by the Other Party to the Requesting Party at Closing, the Other Party agrees to reasonably cooperate with the Requesting Party to cause such delivery to occur. The provisions of this Section 2.4(f) shall survive Closing.

Closing Deliveries. (a) At Closing least one (or within five (51) Business Days thereafter with respect Day prior to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated to CarrAmerica shall deposit with Escrow Holder the contrary hereinfollowing documents, Seller shall deliver to Purchaser or Escrowee:duly executed (and, where appropriate, notarized for recordation): (i) counterparts of the Special Warranty Deed executed by Seller Limited Liability Company Agreement and acknowledged in the form annexed hereto as Exhibit 1Property Management Agreement; (ii) a grant deed conveying the Assignment of Real Property to the Space Leases executed by Seller Venture, in the form annexed of Exhibit H attached hereto as Exhibit 2(the “Deed”); (iii) the Assignment a ▇▇▇▇ of sale in favor of the Service Contracts (and any permitted replacements or renewals thereof) executed by Seller Venture with respect to the Personal Property, in the form annexed of Exhibit I attached hereto as Exhibit 3(the “▇▇▇▇ of Sale”); (iv) an assignment and assumption, pursuant to which CarrAmerica assigns to the Assignment Venture, and the Venture assumes, all of LicensesCarrAmerica’s right, Permitstitle and interest in and to the Leases, Guarantees and Warranties executed by Seller in the form annexed of Exhibit J attached hereto as Exhibit 4(“Tenant Lease Assignment”); (v) notice an assignment and assumption, pursuant to which CarrAmerica assigns to the Space Tenants executed by Seller Venture, the Venture assumes, all of CarrAmerica’s right, title and interest in the Contracts and the Intangible Property, in the form annexed of Exhibit K attached hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller “Assignment of Contracts and PurchaserIntangible Property”); (vi) originalsa Non-Foreign Affidavit, or if originals are not available, copies satisfying the requirements of Section 1445 of the Space Leases Code (which may be delivered to Purchaser’s manager at the Premises“FIRPTA Affidavit”); (vii) notice to a California Withholding Exemption Certificate (Form 593-C) certifying that CarrAmerica is exempt from the service contractors executed by Seller in provisions of the form annexed hereto withholding requirements of the California Revenue and Taxation Code, as Exhibit 6 amended (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser“California Affidavit”); (viii) duly executed certificate a letter to each of Seller the tenants, in the form of Exhibit O attached hereto, dated as of the Closing Date, notifying each tenant that: (1) the Real Property has been transferred to the Venture; (2) all of CarrAmerica’s right, title and interest in and to the applicable form set forth in Treasury Regulations §1.1445-2(b)(2Lease has been assigned to the Venture; and (3) commencing immediately, all rent and other payments and any notices under such Lease are to be paid and sent to the Venture (the “Tenant Notices”); (ix) a certificate, in the Transfer Tax return(sform of Exhibit L-1 attached hereto, confirming that the representations and warranties made by CarrAmerica in this Agreement (as updated by Schedule 1 pursuant to Section 4.01(a)(ii)) executed by Sellerare true, correct and complete in all material respects as of the Closing Date, except as set forth therein (the “CarrAmerica Certificate”); (x) estoppel certificates dated within forty-five (45) days of an agreement designating the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively Title Company as the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%Reporting Person” for the transaction pursuant to Section 6045(e) of the leased area Code and the regulations promulgated thereunder, in the form of Exhibit M attached hereto (the Premises (“Estoppel TenantsDesignation Agreement”). Such Estoppel Certificates shall be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 ; (unless such variance benefits Purchaserxi) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of an estoppel certificate, the form provided or allowed certificate executed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation CarrAmerica with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet ▇▇▇▇ Stores lease in the aggregate. Notwithstanding form of Exhibit R attached hereto (the foregoing, if “▇▇▇▇ Stores Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occursEstoppel”), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained which representations made by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate CarrAmerica contained therein shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates be included and have the same effect as representations and warranties made by CarrAmerica under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy 5.01 and shall be subject to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as limitations set forth in Section 12.1 and (y) with respect 9.17 hereof. If, after Closing, CarrAmerica delivers an executed estoppel certificate from ▇▇▇▇ Stores to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel DefaultRREEF, then, to the extent that such estoppel from ▇▇▇▇ Stores covers the matters in either eventa manner consistent with the ▇▇▇▇ Stores Seller Estoppel, CarrAmerica shall be released from liability under the rights ▇▇▇▇ Stores Seller Estoppel for such matter; (xii) a certified resolution or secretary’s certificate or other similar instrument of CarrAmerica’s general partner, certifying as to the power and obligations authority of CarrAmerica and the parties hereto shall not be affected therebygeneral partner on behalf of CarrAmerica to enter into this transaction, together with incumbency certificate and recently issued certificates of good standing from the applicable government authorities in the state of formation and California for CarrAmerica and its general partner. (b) Unless otherwise provided in this Contract shall remain in full force and effect and Purchaser shallSection, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) least one (1) Business Day before prior to the Closing, RREEF shall deposit with Escrow Holder the following funds and documents, duly executed (and, where appropriate, notarized for recordation): (i) counterparts of the Limited Liability Company Agreement and the Designation Agreement; (ii) not later than the time required for the Closing to occur at the specified time on the Closing Date, immediately available U.S. funds in the amount of Purchaser’s permitted objections the Contribution Amount (less the amount of the Deposit, and subject to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller the adjustments and prorations provided for herein), for disbursement in accordance with the preceding sentence shall be deemed its approval Limited Liability Company Agreement and RREEF’s and CarrAmerica’s written closing instructions; (iii) a certificate, in the form of Exhibit L-2 attached hereto, confirming that the representations and warranties made by RREEF in this Agreement are true, correct and complete in all material respects as of the Estoppel Certificates;Closing Date (the “RREEF Certificate”); and (iv) a certified resolution or secretary’s certificate or other similar instrument of an officer of RREEF certifying as to the power and authority of RREEF to enter into this transaction, together with incumbency certificate and recently issued certificates of good standing from the applicable government authorities in the jurisdiction of its formation. (c) Unless otherwise provided in this Section, at least one (1) Business Day prior to the Closing, CarrAmerica and RREEF shall cause the Venture to deposit with Escrow Holder the following documents, duly executed (and, where appropriate, notarized for recordation): duly executed counterparts of the Property Management Agreement, the Tenant Lease Assignment, the Assignment of Contracts and Intangible Property, and the Designation Agreement.

Closing Deliveries. At the Closing, (a) At Closing Buyers will pay the Purchase Price to Sellers; (b) Sellers will endorse and deliver to Buyer any certificates of title necessary to effect or record the transfer of any Assets for which ownership is evidenced by a certificate of title (each of which is listed on Schedule 1.7(b)); (c) Sellers will execute and deliver to Buyer a ▇▇▇▇ of Sale conveying the Assets to Buyer, in the form attached hereto as Exhibit G; (d) Sellers and Buyer will execute and deliver to each other an Assignment of Patents conveying the Seller Patents included within five the Assets, in the form attached hereto as Exhibit H1 and an Assignment of Patent Applications conveying the patent applications included within the Assets in the form attached hereto as Exhibit H2; (5e) Business Days thereafter with respect Sellers and Buyer will execute and deliver to delivery each other an Assignment of items Marks conveying the Seller Marks included within the Assets, in the form attached hereto as Exhibit I; (f) Sellers and Buyer will execute and deliver to each other an Assignment of Copyrights conveying the Seller Copyrights included within the Assets, in the form attached hereto as Exhibit J; (g) Sellers and Buyer will execute and deliver to each other an Assignment of Intellectual Property conveying the Intellectual Property included within the Assets other than documents executed by Seller Listed Intellectual Property (as defined in connection with the ClosingSection 2.16(a)), unless expressly stated to in the contrary herein, Seller shall form attached hereto as Exhibit K; (h) Buyer and Sellers will execute and deliver to Purchaser or Escrowee:each other an Assignment and Assumption Agreement evidencing the assumption by Buyer of the Assumed Liabilities, in the form attached hereto as Exhibit L; (i) the Special Warranty Deed executed by Seller Buyer will execute and acknowledged deliver an assumption agreement in the form annexed attached hereto as Exhibit 1M pursuant to which Buyer assumes indemnification obligations under Citadel’s engagement letter with ThinkEquity Partners LLC; (iij) the Buyer and Sellers will execute and deliver an Assignment of the Space Leases executed by Seller Domain Names, in the form annexed attached hereto as Exhibit 2N; (iiik) the Assignment Sellers will execute and deliver to Buyer such other assignments, releases, consents to assignment and other instruments of sale, conveyance, assignment, assumption and transfer satisfactory in form and in substance to Buyer as reasonably requested by Buyer in order to convey to Buyers all right, title and interest in and to the Service Contracts (and any permitted replacements or renewals thereof) executed by Seller Assets in the form annexed hereto as Exhibit 3manner provided for in this Agreement; (ivl) Sellers will deliver to Buyer the originals or copies of all of Sellers’ books, records, ledgers, disks, proprietary information and other data included within the Assets and all other written or electronic depositories of information relating to the Assets and the Business, including a “snap shot” copy in a format reasonably requested by Buyer of all data stored by Sellers using Sellers’ Softrax software; and (m) the Assignment of Licenses, Permits, Guarantees Buyers and Warranties executed by Seller in the form annexed hereto as Exhibit 4; (v) notice Sellers will execute and deliver the documents required to the Space Tenants executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (vi) originals, or if originals are not available, copies each of the Space Leases (which may be delivered to Purchaser’s manager at the Premises); (vii) notice to the service contractors executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (viii) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2); (ix) the Transfer Tax return(s) executed by Seller; (x) estoppel certificates dated within forty-five (45) days of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases them pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;Article V.

Closing Deliveries. (a) a. At Closing (or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated to the contrary herein, Seller shall deliver to Purchaser or Escrowee: (i) the Special Warranty Deed executed by Seller and acknowledged in the form annexed hereto as Exhibit 1; (ii) the Assignment of the Space Leases executed by Seller in the form annexed hereto as Exhibit 2; (iii) the Assignment of the Service Contracts (and any permitted replacements or renewals thereof) executed by Seller in the form annexed hereto as Exhibit 3; (iv) the Assignment of Licenses, Permits, Guarantees and Warranties executed by Seller in the form annexed hereto as Exhibit 4; (v) notice to the Space Tenants executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (vi) originals, or if originals are not available, copies of the Space Leases (which may be delivered to Purchaser’s manager at the Premises); (vii) notice to the service contractors executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (viii) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2); (ix) the Transfer Tax return(s) executed by Seller; (x) estoppel certificates dated within forty-five (45) days of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly executed and acknowledged, as applicable: i. The Deed; ii. A general b▇▇▇ of sale for the Personal Property, in the form of Exhibit 8(a)(ii), conveying lien free (other than Permitted Exceptions), as more particularly set forth therein, to Purchaser all of Seller’s right, title and interest in and to the Personal Property; iii. An assignment and assumption, in the form of Exhibit 8(a)(iii), which provides for, as more particularly set forth therein, the assignment by Seller of all of Seller’s right, title and interest as landlord in and to the Leases, all guaranties delivered in connection therewith and all security deposits thereunder, and the assumption by Purchaser of all of Seller’s obligations as landlord under the Leases arising from and after receipt thereofthe Closing Date (the “Assignment of Leases”); iv. An assignment and assumption, in the form of Exhibit 8(a)(iv), which provides for, as more particularly set forth therein, the assignment by Seller of all of Seller’s right, title and interest in and to all of the Surviving Contracts and Brokerage Agreements and the assumption by Purchaser of all of Seller’s obligations under such Surviving Contracts and Brokerage Agreements arising from and after the Closing Date (the “Assignment of Contracts”); (a) The cash Security Deposits under Leases then in effect and then actually held by Seller (together with accrued interest thereon, if any, less Seller’s proportionate share of administrative fees, if any) by payment of the aggregate amount thereof to Purchaser or a credit to Purchaser against the Purchase Price, at Seller’s option. (b) If one or more Security Deposit is wholly or partially comprised of a letter of credit (collectively, the “Letters of Credit”), Seller shall use commercially reasonable efforts to transfer the Letters of Credit to Purchaser as of the Closing Date (but Seller shall have no obligation to cause Purchaser to be the beneficiary under a Letter of Credit or to obtain a replacement letter of credit showing Purchaser as the beneficiary under a Letter of Credit prior to Closing), the cost and expense of which Seller and Purchaser shall share equally, and on the Closing Date Seller shall deliver to Purchaser all original Letters of Credit, with all amendments thereto, actually held by Seller. As to those Letters of Credits which are not transferred to Purchaser at Closing (collectively, the “Non-Transferable Letters of Credit”), Seller shall execute at Closing the documentation necessary to cause the transfer or re-issuance of the Non-Transferable Letters of Credit and Seller and Purchaser shall reasonably cooperate with each other on the Closing Date and following the Closing so as to effectuate the transfer of same to Purchaser and cause Purchaser to be the beneficiary thereunder or to obtain a replacement letter of credit showing Purchaser as the beneficiary thereunder. Until the Non-Transferable Letters of Credit shall be transferred to Purchaser or replaced, as aforesaid, Purchaser shall hold the same, but upon request may deliver the same to Seller (if necessary), who shall then draw upon the same and deliver the proceeds to Purchaser or return the same to the applicable Tenant, in each case upon Purchaser’s written instruction. Seller shall also deliver to Purchaser at Closing such documentation, including, without limitation, sight drafts executed in blank, as Purchaser shall reasonably require in connection with drawing under the Non-Transferable Letters of Credit in Seller’s name. Purchaser shall indemnify and hold Seller harmless from any and all losses, costs, damages, liens, claims, counterclaims, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees, court costs and disbursements) incurred by Seller as the result of Seller taking any steps pursuant to a request of Purchaser, including drawing, or seeking to draw, on any Tenant’s Security Deposit. The provisions of this Section 8(a)(v)(b) shall survive the Closing; vi. Executed original counterparts of all Leases, guaranties of Leases, Brokerage Agreements and Surviving Contracts, or copies thereof to the extent executed original counterparts are not in Seller’s or property manager’s possession or control with such affidavit of each executed Estoppel lost lease as Purchaser may reasonably request, all of which shall be certified by Seller as true and correct to Seller’s actual knowledge; vii. A certification of non-foreign status, in form required by Internal Revenue Code Section 1445 and the regulations issued thereunder; viii. Notice letters to the Tenants, in the form of Exhibit 8(a)(viii) (the “Tenant Notice Letters”), to be prepared by Seller; ix. Notice letters to contractors under Surviving Contracts, in the form of Exhibit 8(a)(ix) (the “Contractor Letters”), to be prepared by Seller; x. Confirming Estoppels (as hereinafter defined), as required to be delivered under Article 10 hereof; xi. A Real Property Transfer Tax Return with respect to the New York City Real Property Transfer Tax (the “RPT Form”); xii. A New York State Real Estate Transfer Tax Return and Credit Line Mortgage Certificate obtained with respect to the New York State Real Estate Transfer Tax (the “Form TP-584”); xiii. A New York State Real Property Transfer Report Form RP-5217 NYC (the “RP-5217”); xiv. A Department of Housing Preservation and Development Affidavit in Lieu of Registration Statement (the “Non-Multiple Dwelling Affidavit”); xv. Evidence of authority, good standing (if applicable) and due authorization of Seller to enter into the within transaction and to perform all of its obligations hereunder, including, without limitation, the execution and delivery of all of the closing documents required by this Agreement, and setting forth such additional facts, if any, as may be needed to show that the transaction is duly authorized and is in conformity with Seller’s organizational documents and applicable laws and to enable the Title Insurer to omit all exceptions regarding Seller’s standing, authority and authorization; xvi. To the extent in Seller’s or its property manager’s possession or control (a) those transferable licenses and permits, authorizations and approvals pertaining to the Premises which are not posted at the Premises, and (b) all transferable guarantees and warranties which Seller has received in connection with any work or services performed or equipment installed in and improvements to the Premises; xvii. To the extent available at Closing, documentation as reasonably required by the Purchaser to calculate the Overage Rent due and owing after the Closing or if not available then Seller will deliver same within a reasonable time following the Closing; xviii. A title affidavit in substantially the form attached hereto as Exhibit 8(a)(xviii) (the “Title Affidavit”); xix. A closing statement on Chicago’s standard form (the “Closing Statement”); xx. Keys, security codes, pass cards and the like for the Property in the possession or control of Seller or its property manager; xxi. Evidence of Seller’s termination of any existing management and/or leasing agency agreements pertaining to the Premises; xxii. An updated rent roll, arrears report and schedule of security deposits and letters of credit, certified to Seller’s actual knowledge to be true and correct in all material respects, subject to the limitations set forth in Section 16(d) of this Agreement; xxiii. A certificate from Seller, certifying to Purchaser that all of Seller’s representations and warranties provided for in Section 16 of this Agreement are true and correct in all material respects as of the Closing Date, subject to Section 9(b)(ii) of this Agreement; xxiv. A Master Lease, in substantially the form attached hereto as Exhibit 8(a)(xxiv) (the “Master Lease”), together with the sum of $1,000,000.00 from Seller (the “Master Lease Rent”) which shall be delivered to the Escrow Agent at Closing, to be held and disbursed in accordance with the terms and conditions of the Master Lease. xxv. All tenant files, to the extent in Seller’s possession or control (which files shall be made available for Purchaser at Seller’s office or the office of Seller’s managing agent upon Closing); xxvi. SNDA’s received by Seller from the Space Tenants, if any; xxvii. All other records (including originals) within Seller’s or Seller’s managing agent’s possession or control reasonably required for the continued operation of the Property, including but not limited to, plans, surveys, records of current expenditures for repairs and maintenance, copies of RPIE filings, notices of violations, and the certificate of occupancy (which records shall be made available for Purchaser at Seller’s office or the office of Seller’s managing agent upon Closing); providedand xxviii. Such other instruments or documents which by the terms of this Agreement are to be delivered by Seller at the Closing. b. At the Closing, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right deliver to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x)executed and acknowledged, does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction as applicable: i. The balance of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known all other amounts payable by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn at the Closing for a period not pursuant to exceed thirty this Agreement; ii. The Assignment of Leases; iii. The Assignment of Contracts; iv. The Tenant Notice Letters; v. The Contractor Notice Letters; vi. The RPT Form; vii. The RP-5217; viii. The Form TP-584; ix. The Master Lease; x. Evidence of authority, good standing (30if applicable) daysand due authorization of Purchaser to enter into the within transaction and to perform all of its obligations hereunder, providedincluding, howeverwithout limitation, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period execution and delivery of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return all of the Deposit. In the event Purchaser is permitted to terminate closing documents required by this Contract pursuant to the preceding sentenceAgreement, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) and setting forth such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnityadditional facts, if any, given pursuant as may be needed to subsection (2) above. Notwithstanding anything contained herein to show that the contrary, Purchaser shall notify Seller upon the date which transaction is the earlier of (i) five (5) Business Days following duly authorized and is in conformity with Purchaser’s organizational documents and applicable laws; xi. An acknowledgement or receipt for each of executed Estoppel Certificates and (ii) one (1) Business Day before the Security Deposits paid over or credited to Purchaser at the Closing; xii. The Closing Date, Statement; and xiii. Such other instruments or documents which by the terms of Purchaser’s permitted objections this Agreement are to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with be delivered by Purchaser at Closing. c. The acceptance of the preceding sentence Deed by Purchaser shall be deemed its approval to be full performance and discharge of any and all obligations on the Estoppel Certificates;part of Seller to be performed pursuant to the provisions of this Agreement, except where such agreements and obligations are specifically stated to survive.

Closing Deliveries. At the Closing: (a) At Closing (The Shareholders shall deliver or within five (5) Business Days thereafter with respect cause to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated be delivered to the contrary hereinPurchaser the following: (i) (x) certificates representing the Shares owned by the Shareholders as of the Closing Date, Seller as set forth on Annex I, duly endorsed by the appropriate Shareholder, for transfer to the Purchaser, in the case of Venusa Mexico, or accompanied by duly executed stock powers, in either case executed in blank and otherwise in a form acceptable for transfer on the books of the Companies or, as the case may be, (y) share transfer agreements whereby the Shares owned by the Shareholders as of the Closing Date, as set forth on Annex I, are transferred to the Purchaser, and newly issued share certificates representing Purchaser's ownership of all such transferred Shares; (ii) the certificates pursuant Section 5.7; (iii) the resignations of the Companies' directors and officers, pursuant to Section 5.11; (iv) the stock books, stock ledgers, minute books and corporate seals of the Companies, which shall include any and all entries, records or registrations required for the validity or effectiveness of the transactions provided in this Agreement pursuant to applicable Laws; (v) any authorizations, consents or approvals required pursuant to Section 5.4; (vi) the Noncompetition Agreements pursuant to Section 5.13; (vii) the Employment Agreements pursuant to Section 5.14; (viii) pursuant to Section 5.8, the documents set forth therein; (ix) the Opinions pursuant to Section 5.10; (x) the Closing Balance Sheet; and (xi) the Withholding Certificate. (b) The Purchaser shall deliver or cause to Purchaser or Escroweebe delivered to the Shareholders the following: (i) the Special Warranty Deed executed by Seller and acknowledged in the form annexed hereto as Exhibit 1Closing Consideration; (ii) the Assignment of the Space Leases executed by Seller in the form annexed hereto as Exhibit 2certificate pursuant to Section 6.5; (iii) the Assignment of the Service Contracts (any authorizations, consents and any permitted replacements or renewals thereof) executed by Seller in the form annexed hereto as Exhibit 3approvals required pursuant to Section 6.3; (iv) the Assignment of Licenses, Permits, Guarantees and Warranties executed by Seller in the form annexed hereto as Exhibit 4Employment Agreements pursuant to Section 6.6; (v) notice the Non-Competition Agreements pursuant to the Space Tenants executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser);Section 6.7; and (vi) originalspursuant to Section 6.8, or if originals are not available, copies of the Space Leases (which may be delivered to Purchaser’s manager at the Premises); (vii) notice to the service contractors executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (viii) duly executed certificate of Seller in the applicable form documents set forth in Treasury Regulations §1.1445-2(b)(2); (ix) the Transfer Tax return(s) executed by Seller; (x) estoppel certificates dated within forty-five (45) days of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;therein.

Closing Deliveries. (a) At Closing (or within five (5) Business Days thereafter with respect prior to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated to and effective as of the contrary hereinEffective Time, Seller shall the Parties will execute and deliver to Purchaser or Escroweeone another each of the following documents and instruments to further evidence the transactions contemplated by this Agreement: (i) endorsed vehicle titles conveying the Special Warranty Deed Titled Vehicles described in Section 1.1(c) from Enovation to Newco, duly executed by Seller and acknowledged in the form annexed hereto as Exhibit 1Enovation; (ii) the an Assignment of Contracts assigning the Space Leases Assigned Contracts from Enovation to Newco, duly executed by Seller in each of the form annexed hereto as Exhibit 2Parties; (iii) the an Assignment of Patents and Patent Applications conveying the Service Contracts (and any permitted replacements or renewals thereofPatent Rights listed on Schedule 1.1(g) from Enovation to Newco, duly executed by Seller in each of the form annexed hereto as Exhibit 3Parties; (iv) the an Assignment of LicensesTrademarks conveying the Trademark Rights listed on Schedule 1.1(h) from Enovation to Newco, Permits, Guarantees and Warranties duly executed by Seller in each of the form annexed hereto as Exhibit 4Parties; (v) notice with respect to any Assigned Securities that are certificated, the Space Tenants certificates representing such Assigned Securities duly endorsed in blank by Enovation or accompanied by stock or equity interest transfer powers duly executed in blank by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser)Enovation; (vi) originals, or if originals with respect to any Assigned Securities that are not availablecertificated, copies an Assignment of the Space Leases (which may be delivered Equity Interests conveying such Assigned Securities from Enovation to Purchaser’s manager at the Premises)Newco, duly executed by Enovation; (vii) notice a ▇▇▇▇ of Sale conveying the other Assets from Enovation to the service contractors Newco, duly executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser);Enovation; and (viii) an Assignment of Liabilities, assigning the Assumed Liabilities from Enovation to Newco, duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2); (ix) the Transfer Tax return(s) executed by Seller; (x) estoppel certificates dated within forty-five (45) days each of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;Parties.

Closing Deliveries. The Purchaser must have delivered (or caused to be delivered) to the Seller each of the following: (a) At Closing the Cash Purchase Price by wire transfer of immediately available funds to an account or accounts designated in writing by the Seller Representative; (or within five (5b) Business Days thereafter with respect executed originals of the Conveyance Agreements to delivery of items other than documents the extent any such Conveyance Agreements are required to be executed by the Purchaser; (c) an executed original of the Promissory Note; (d) an original General Business Security Agreement executed by ISI Controls, Ltd,. for the benefit of Seller in connection with the Closing)form attached hereto as Exhibit E; (e) an original General Business Security Agreement executed by ISI Security Group, unless expressly stated to Inc. for the contrary hereinbenefit of Seller in the form attached hereto as Exhibit F; (f) an original General Business Security Agreement executed by Argyle Security, Inc. for the benefit of Seller shall deliver to Purchaser or Escrowee:in the form attached hereto as Exhibit G; (g) an original guaranty agreement executed by ISI Security Group, Inc. for the benefit of the Seller in the form attached hereto as Exhibit H; (h) an original guaranty agreement executed by Argyle Security, Inc. for the benefit of the Seller in the form attached hereto as Exhibit I; (i) the Special Warranty Deed executed by Seller and acknowledged in the form annexed hereto as Exhibit 1; (ii) the Assignment of the Space Leases an original Subordination Agreement executed by Seller in the form annexed attached hereto as Exhibit 2K; (iiij) a certificate (dated the Assignment of the Service Contracts (Closing Date and any permitted replacements or renewals thereof) executed by Seller in the form annexed hereto as Exhibit 3; (iv) the Assignment of Licenses, Permits, Guarantees and Warranties executed by Seller in the form annexed hereto as Exhibit 4; (v) notice to the Space Tenants executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (vi) originals, or if originals are not available, copies of the Space Leases (which may be delivered to Purchaser’s manager at the Premises); (vii) notice to the service contractors executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (viii) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2); (ix) the Transfer Tax return(s) executed by Seller; (x) estoppel certificates dated within forty-five (45) days of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be in form and substance which do not vary materially from reasonably satisfactory to the form annexed hereto as Exhibit 7 (unless such variance benefits Seller Representative) executed, on behalf of the Purchaser) or, by an officer of the Purchaser certifying as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area fulfillment of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as conditions set forth in Section 12.1 and 6.1 and (yk) with respect to any Estoppel Certificate delivered the documentation required by the Anna’s Linens Space TenantSection 4.11. (l) an original Lease executed by Seller, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to form attached hereto as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;Exhibit J.

Closing Deliveries. At the Closing: (a) At Closing (or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated to the contrary herein, Seller Trango shall deliver or cause to Purchaser or Escroweebe delivered to Purchaser: (i) duly executed transfers in favor of Purchaser, or such other Affiliate of Purchaser as Purchaser may designate by written notice to Everest in accordance with Section 2.15 at least five Business Days prior to the Special Warranty Deed executed Closing Date, in respect of the Acquired Everest Shares together with either the share certificates for the Acquired Everest Shares or an indemnity in a form to be agreed by Seller Trango and acknowledged Purchaser in relation to the form annexed hereto as Exhibit 1share certificates for the Acquired Everest Shares; (ii) the Assignment of the Space Leases executed by Seller in the form annexed hereto as Exhibit 2certificates required to be delivered pursuant to Section 8.2(g)(i) and Section 8.2(g)(iii); (iii) a counterpart signature page to the Assignment of the Service Contracts (and any permitted replacements or renewals thereof) Transition Services Agreement, duly executed by Seller in the form annexed hereto as Exhibit 3Trango and Everest; (iv) a counterpart signature page to the Assignment of LicensesColocation Services Agreement Amendment, Permits, Guarantees and Warranties duly executed by Seller in the form annexed hereto as Exhibit 4TrangoeNett International (Singapore) Pte. Ltd. and Travelport, LP; (v) notice a counterpart signature page to each of the Space Tenants Colocation Services Order Amendments, duly executed by Seller in the form annexed hereto as Exhibit 5 TrangoeNett International (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller Singapore) Pte. Ltd. and Purchaser)Travelport, LP; (vi) originalsa counterpart signature page to the Investor Rights Agreement, or if originals are not availableduly executed by Trango, copies of the Space Leases (which may be delivered to Purchaser’s manager at the Premises)Trango Holdco and Anthony Hynes[reserved]; (vii) notice a counterpart signature page to the service contractors Everest Escrow Agreement, duly executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser)Trango; (viii) duly executed certificate of Seller resignations, substantially in the applicable form set forth attached hereto as Exhibit J, effective as of the Closing Date, of the directors of each of Everest and its Subsidiaries, in Treasury Regulations §1.1445-2(b)(2)each case, requested by Purchaser at least five Business Days in advance of the Closing; (ix) copies of notices from Everest to the Transfer Tax return(s) executed by Seller;Everest Redeemed Holders informing them of the Everest Redemption; and (x) estoppel certificates dated within forty-five (45) days a copy of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) minutes of a duly held meeting of the leased area board of directors of Everest authorising the Premises transfer of Everest A Shares to the Purchaser. (“Estoppel Tenants”). Such Estoppel Certificates b) The Olympus Sellers’ Representatives shall, and each Olympus Seller shall cause the Olympus Sellers’ Representatives to, deliver or cause to be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant Purchaser (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure case of Section 2.7(b)(i) only, such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy delivery shall be to terminate this Contract made by Olympus (and receive not the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, Olympus Sellers’ Representatives or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of Olympus Seller)): (i) duly executed transfers in favor of Purchaser, or such other Affiliate of Purchaser as Purchaser may designate by written notice to Olympus in accordance with Section 2.15 at least five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before prior to the Closing Date, in respect of the Acquired Olympus Shares (other than the Dragged Olympus Equityholders) and the Acquired Olympus Z Shares, together with either the share certificates for the Acquired Olympus Shares (other than the Dragged Olympus Shares) and the Acquired Olympus Z Shares or an indemnity, in customary form, in relation to the share certificates for the Acquired Olympus Shares (other than the Dragged Olympus Equityholders) and the Acquired Olympus Z Shares; (ii) transfers in favor of Purchaser’s permitted objections , or such other Affiliate of Purchaser as Purchaser may designate by written notice to any such Estoppel Certificates. Purchaser’s failure Olympus at least five Business Days prior to timely respond to Seller the Closing Date, in respect of the Dragged Olympus Shares duly executed in accordance with the preceding sentence shall be deemed its approval power of attorney in Article 28 of the Estoppel CertificatesOlympus Articles of Association;

Closing Deliveries. (a) At Closing (or within five (5) Business Days thereafter with respect prior to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated to Appaloosa, Purchaser and/or the contrary hereinStandby Purchasers, Seller shall as applicable, will deliver to Purchaser or EscroweeNew Dana: (i) the Special Warranty Deed executed by Seller and acknowledged Series A Purchase Price, the ▇▇▇ies B Purchase Price or the Direct Shares Purchase Price, as applicable, payable in the form annexed hereto as Exhibit 1accordance with Section 1.4; (ii) a counterpart to the Assignment of the Space Leases executed by Seller Shareholders Agreement in the form annexed attached hereto as Exhibit 2;B (the "Shareholders Agreement"), duly executed by Appaloosa and Purchaser;(1) (iii) a counterpart to the Assignment of the Service Contracts (and any permitted replacements or renewals thereof) executed by Seller Registration Rights Agreement in the form annexed attached hereto as Exhibit 3;C (the "Series A Registration Rights Agreement"), duly executed by Purchaser;(2) and (iv) a counterpart to the Assignment of Licenses, Permits, Guarantees and Warranties executed by Seller Registration Rights Agreement in the form annexed attached hereto as Exhibit 4;D (the "Series B Registration Rights Agreement" and, together with the Series A Registration Rights Agreement, the "Registration Rights Agreements"). (vb) notice to the Space Tenants executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller At or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (vi) originals, or if originals are not available, copies of the Space Leases (which may be delivered to Purchaser’s manager at the Premises); (vii) notice to the service contractors executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (viii) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2); (ix) the Transfer Tax return(s) executed by Seller; (x) estoppel certificates dated within forty-five (45) days of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may New Dana will deliver an Estoppel Certificate confirming that to Purchaser and each Standby P▇▇▇▇aser, as applicable: (i) Subject to clause (c) below, validly issued stock certificates evidencing the Estoppel Default no longer existsshares of Series A Preferred and/or Series B Preferred, whereupon Seller shall as applicable; all such shares will be entirely released from delivered with any liability arising out of and all issue, stamp, transfer, sales and use, or similar Taxes or duties payable in connection with such delivery duly paid by the indemnity, Company; (ii) a counterpart to the Shareholders Agreement duly executed by New Dana; (1) Note: Document to be modifi▇▇ ▇ppropriately if any, given pursuant to subsection additional purchasers are added. (2) above. Notwithstanding anything contained herein Note: Document to be modified appropriately if additional purchasers are added. (iii) a counterpart to the contrary, Purchaser shall notify Seller upon the date which is the earlier of Registration Rights Agreements duly executed by New Dana; and (iiv) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval a copy of the Estoppel Certificates;New Dana ▇▇▇▇ter containing the Certificate of D▇▇▇▇nations, certified by the Secretary of State of the state in which it is incorporated. (c) Certificates for shares of Series B Preferred purchased by Eligible Holders will be delivered as promptly as practicable after the Closing.

Closing Deliveries. At the Closing: (a) At Closing (or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated to the contrary herein, Seller shall deliver deliver, or cause to Purchaser be delivered, to Buyer or Escroweeits designees: (i) the Special Warranty Deed executed by Seller and acknowledged a ▇▇▇▇ of sale in substantially the form annexed attached hereto as Exhibit 1B (the “▇▇▇▇ of Sale”) conveying to Buyer title to the Acquired Assets not otherwise addressed in this Section 2.09; (ii) a duly executed deed to the Assignment of Real Property (other than the Space Leases executed by Seller Excluded Easements) substantially in the form annexed attached hereto as Exhibit 2C-1 (the “Real Property Deed”), duly executed by Seller, and a duly executed quitclaim deed to the Excluded Easements substantially in the form attached hereto as Exhibit C-2 (the “Excluded Easements Deed”), duly executed by Seller; (iii) the Assignment of the Service Contracts (an assignment and any permitted replacements or renewals thereof) executed by Seller assumption agreement in substantially the form annexed attached hereto as Exhibit 3D (the “Assignment and Assumption Agreement”), pursuant to which (A) Seller shall assign to Buyer all of Seller’s right, title and interest in, to and under the Contracts included as Acquired Assets and (B) Buyer shall assume all Liabilities under such Contracts and all other Assumed Liabilities; (iv) a certificate in the Assignment form of LicensesExhibit F, Permits, Guarantees duly completed and Warranties executed by Seller in (or by Seller’s owner that is regarded for federal income tax purposes, as applicable) and satisfying the form annexed hereto as Exhibit 4; (v) notice to the Space Tenants executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (vi) originals, or if originals are not available, copies requirements of the Space Leases (which may be delivered to Purchaser’s manager at the Premises); (vii) notice to the service contractors executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (viii) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §Regulation Section 1.1445-2(b)(2); (ixv) the Transfer Tax return(s) a duly completed and executed by IRS Form W-9 from Seller (or from Seller;’s owner that is regarded for federal income tax purposes, as applicable); and (xvi) estoppel certificates dated within forty-five such other agreements, documents, instruments and writings as are required to be delivered by Seller at or prior to the Closing pursuant to Section 6.02. (45b) days of Buyer shall make, or cause to be made, the date originally scheduled for Closing (each an “Estoppel Certificate” payment required to be made by it pursuant to Section 2.07(c) and collectively the “Estoppel Certificates”) from deliver, or cause to be delivered, to Seller (i) all Major Tenants the Real Property Deed, the Excluded Easements Deed and the Assignment and Assumption Agreement, each duly executed by Buyer and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall such other agreements, documents, instruments and writings as are required to be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by Buyer at or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Closing Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result terms of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;Section 6.03.

Closing Deliveries. (a) At Closing (or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated to the contrary herein, Seller Little Rock shall deliver to Purchaser or EscroweeCamden: (i) a certified copy of the Special Warranty Deed executed by Seller resolutions of Little Rock's Board of Directors, as required for valid approval of the execution of this Agreement and acknowledged in the form annexed hereto as Exhibit 1consummation of the purchase and assumption transactions contemplated hereby; (ii) the an Assignment and Assumption of the Space Leases executed by Seller Liabilities Agreement in substantially the form annexed hereto as of Exhibit 21 hereto; (iii) the an Assignment and Assumption of the Service Contracts (and any permitted replacements or renewals thereof) executed by Seller Agreement in substantially the form annexed hereto as of Exhibit 32 hereto; (iv) the Assignment a ▇▇▇▇ of Licenses, Permits, Guarantees and Warranties executed by Seller Sale in substantially the form annexed hereto as of Exhibit 43 hereto; (v) notice a quit claim deed conveying all of Little Rock's real property to the Space Tenants executed by Seller Camden, other than that certain real property included in the form annexed hereto Retained Assets as Exhibit 5 described in Section 1(c)(i) of the Stock Purchase Agreement (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser"Real Property"); (vi) originals, or if originals are not available, copies an Assignment and Successor Trustee Agreement with respect to the transfer of the Space Leases (which may be delivered to Purchaser’s manager at ▇▇▇ Accounts in substantially the Premises)form set forth in Exhibit 4; (vii) notice to listings of the service contractors executed by Seller in Deposit Liabilities as of the form annexed hereto start of business on the Closing Date (the "Deposit Listings") on magnetic tape or utilizing such other method of information transfer as Exhibit 6 (the parties may mutually agree, which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller Deposit Listings shall include account number, outstanding principal balance, and Purchaser)accrued interest; (viii) Little Rock's files and records related to all loans (the "Loans") comprising the Seller Assets as of the start of business on the Effective Date, including, without limitation, all deposit related overdrafts and/or overdrafts pursuant to an overdraft protection plan which are associated with Deposit Liabilities, the notes or other instruments evidencing such Loans which shall be duly executed certificate of Seller in endorsed on their face or by separate assignment by Little Rock to the applicable form set forth in Treasury Regulations §1.1445-2(b)(2)Camden without recourse; (ix) teller working cash, ▇▇▇▇▇ cash and vault cash at the Transfer Tax return(s) executed by SellerMonticello Branch as of the start of business on the Closing Date; (x) estoppel certificates dated within forty-five (45) days of such records and files specifically relating to the date originally scheduled for Closing (each an “Estoppel Certificate” Seller Assets and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) Seller Liabilities, excluding, without limitation, those Space Tenants which together with Major Tenants collectively represent eighty percent (80%matters specified in Section 2(e) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Stock Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel CertificatesAgreement;

Closing Deliveries. The Purchaser must have delivered (or caused to be delivered) to the Seller each of the following: (a) At Closing the Cash Purchase Price by wire transfer of immediately available funds to an account or accounts designated in writing by the Seller Representative; (or within five (5b) Business Days thereafter with respect executed originals of the Conveyance Agreements to delivery of items other than documents the extent any such Conveyance Agreements are required to be executed by the Purchaser; (c) an executed original of the Promissory Note; (d) an original General Business Security Agreement executed by ISI Controls, Ltd,. for the benefit of Seller in connection with the Closing)form attached hereto as Exhibit E; (e) an original General Business Security Agreement executed by ISI Security Group, unless expressly stated to Inc. for the contrary hereinbenefit of Seller in the form attached hereto as Exhibit F; (f) an original General Business Security Agreement executed by Argyle Security, Inc. for the benefit of Seller shall deliver to Purchaser or Escrowee:in the form attached hereto as Exhibit G; (g) an original guaranty agreement executed by ISI Security Group, Inc. for the benefit of the Seller in the form attached hereto as Exhibit H; (h) an original guaranty agreement executed by Argyle Security, Inc. for the benefit of the Seller in the form attached hereto as Exhibit I; (i) the Special Warranty Deed an original Subordination Agreement executed by Seller and acknowledged the Purchaser, substantially in the form annexed hereto of Exhibit K, which is provided as Exhibit 1a specimen; (iij) a certificate (dated the Assignment of the Space Leases executed by Seller in the form annexed hereto as Exhibit 2; (iii) the Assignment of the Service Contracts (Closing Date and any permitted replacements or renewals thereof) executed by Seller in the form annexed hereto as Exhibit 3; (iv) the Assignment of Licenses, Permits, Guarantees and Warranties executed by Seller in the form annexed hereto as Exhibit 4; (v) notice to the Space Tenants executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (vi) originals, or if originals are not available, copies of the Space Leases (which may be delivered to Purchaser’s manager at the Premises); (vii) notice to the service contractors executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (viii) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2); (ix) the Transfer Tax return(s) executed by Seller; (x) estoppel certificates dated within forty-five (45) days of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be in form and substance which do not vary materially from reasonably satisfactory to the form annexed hereto as Exhibit 7 (unless such variance benefits Seller Representative) executed, on behalf of the Purchaser) or, by an officer of the Purchaser certifying as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area fulfillment of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as conditions set forth in Section 12.1 and 6.1 and (yk) with respect to any Estoppel Certificate delivered the documentation required by Section 4.11. (l) an original Lease executed by the Anna’s Linens Space TenantPurchaser, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to form attached hereto as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;Exhibit J.

Closing Deliveries. (a) At Closing (or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with To effectuate the Closing), unless expressly stated to the contrary herein, Seller shall deliver to Purchaser or Escroweethe Escrow Agent the following: (i) the Special Warranty Deed duly executed by Seller and acknowledged in the form annexed hereto as Exhibit 1▇▇▇▇▇▇; (ii) the Assignment of ▇▇▇▇▇▇ duly executed by ▇▇▇▇▇▇; (iii) a Bill of Sale in the Space Leases form attached hereto as EXHIBIT E pursuant to which Seller will convey to Buyer all of Seller’s right, title and interest in and to the Personal Property duly executed by Seller; (iv) signed counterparts of the General Assignment in substantially the form attached hereto as EXHIBIT G pursuant to which Seller will assign to Buyer all of the Intangible Property, all Guarantees and all Permits (the "General Assignment") duly executed by Seller; (v) an assignment to Buyer of all of Seller's right, title and interest in any reciprocal easement agreements, operating agreements and other similar agreements (the "REA Agreements") in substantially the form attached hereto as EXHIBIT H (the "REA Assignment") duly executed by Seller; (vi) an assignment to Buyer of all of Seller's right, title and interest in that certain Supplemental Agreement by and between Seller and Leawood Exchange, LLC, a Kansas limited liability company, date August 7, 2009, in substantially the form attached hereto as EXHIBIT N (the "Supplemental Agreement Assignment") duly executed by Seller; (vii) a certificate executed by Seller in the form annexed hereto as Exhibit 2; (iii) of EXHIBIT I attached hereto, certifying the Assignment truth, completeness and accuracy of the Service Contracts (representations and any permitted replacements or renewals thereof) warranties of Seller, as of the Closing Date duly executed by Seller in the form annexed hereto as Exhibit 3; (iv) the Assignment of Licenses, Permits, Guarantees and Warranties executed by Seller in the form annexed hereto as Exhibit 4; (v) notice to the Space Tenants executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (vi) originals, or if originals are not available, copies of the Space Leases (which may be delivered to Purchaser’s manager at the Premises); (vii) notice to the service contractors executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser)Seller; (viii) a certificate regarding Seller's non-foreign status duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2)by ▇▇▇▇▇▇; (ix) the Transfer Tax return(s) a completed 1099-S request for taxpayer identification number and certification and acknowledgment duly executed by Seller; (x) estoppel certificates dated within forty-five (45) days originals of the date originally scheduled for Tenant Estoppel Certificates (as hereinafter defined) and the REA Estoppels (as hereinafter defined); (xi) originals of the documents required by ▇▇▇▇▇▇ (as hereinafter defined) or Buyer in connection with the defeasance of the Leawood Loan (as hereinafter defined); (xii) the Owner's Title Affidavit duly executed by ▇▇▇▇▇▇; (xiii) notices to all Tenants in substantially the form of EXHIBIT F attached hereto duly executed by ▇▇▇▇▇▇; (xiv) resolutions of Seller authorizing the sale of the Property pursuant to this Agreement and the authority of the officer executing the closing documents on behalf of Seller duly executed by ▇▇▇▇▇▇; (xv) a Closing Statement duly executed by ▇▇▇▇▇▇; and (each an “Estoppel Certificate” and collectively xvi) such other instruments reasonably required to consummate the “Estoppel Certificates”transaction contemplated by this Agreement. (b) from To effectuate the Closing, Buyer shall deliver to Escrow Agent the following: (i) all Major Tenants and the Assignment of ▇▇▇▇▇▇ duly executed by ▇▇▇▇▇; (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent the General Assignment duly executed by ▇▇▇▇▇; (80%iii) of the leased area of REA Assignment duly executed by ▇▇▇▇▇; (iv) the Premises Supplemental Agreement Assignment duly executed by ▇▇▇▇▇; (“Estoppel Tenants”). Such Estoppel Certificates v) the Closing Statement duly executed by ▇▇▇▇▇; and (vi) such other instruments reasonably required to consummate the transaction contemplated by this Agreement. (c) Unless otherwise provided herein, all documents and funds necessary for Closing shall be deposited in form and substance escrow at least one (1) business day prior to the Closing Date. At Closing: (i) the Escrow Agent shall deliver the Deed to Buyer by filing the Deed for record in the public records for the jurisdiction in which do not vary materially from the form annexed hereto as Exhibit 7 Property is located; (unless such variance benefits Purchaserii) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered Escrow Agent shall pay to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price less any credits to which ▇▇▇▇▇ is entitled as reflected on the Closing Statement, and without any liability of disburse the ▇▇▇▇▇▇▇ Deposit to Seller; (iii) the Title Company shall issue the Title Policy; and (iv) the Escrow Agent shall charge Seller relative thereto. Except (x) and Buyer for the closing costs as set forth in Section 12.1 and 5 above. (yd) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate Seller shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return deliver exclusive possession of the Deposit. In the event Purchaser is permitted Property to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, Buyer at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without except for the rights of any reduction of parties under the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;Permitted Exceptions.

Closing Deliveries. (a) At Closing the Closing, Purchaser shall deliver, or cause to be delivered, to Seller (or within five one or more other Seller Entities designated by Seller) the following: (5i) Business Days thereafter Payment in immediately available funds of an amount equal to the Closing Purchase Price, by wire transfer(s) to one or more bank accounts designated in writing by Seller and in Dollars or such other currency or currencies designated by Seller; (ii) the certificate to be delivered pursuant to Section 7.3(c); (iii) a counterpart of the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Purchaser; (iv) a receipt for the Purchased Entity Shares and Purchased Venture Interests, including the Purchased Entity Shares with respect to delivery ▇▇▇▇▇▇▇ Controls (HK) Advanced Power Solutions Limited (the “HK Company”) and the Specified Non-Consolidated Venture Interests, and excluding any Purchased Entity Shares or Purchased Venture Interests held by any Purchased Company, duly executed by Purchaser; (v) to the extent any Purchased Asset is not held by a Purchased Company, a counterpart of items the ▇▇▇▇ of Sale for the Purchased Assets (other than documents the Purchased Entity Shares and the Purchased Venture Interests), by and between the applicable Seller Entities and Purchaser, attached as Exhibit B hereto (the “▇▇▇▇ of Sale”), duly executed by Purchaser; (vi) to the extent any Purchased Asset or Assumed Liability is not held by a Purchased Company, a counterpart of the Assignment and Assumption Agreement for the Purchased Assets and the Assumed Liabilities, by and between the applicable Seller Entities and Purchaser, attached as Exhibit C hereto (the “Assignment and Assumption Agreement”), duly executed by Purchaser; (vii) solely if required to vest in connection Purchaser title to any Transferred Owned Property subject only to Permitted Liens, a deed (or the local legal equivalent) for each parcel of Transferred Owned Property constituting a Purchased Asset, in such form and substance reasonably satisfactory to Seller and Purchaser and sufficient to vest in Purchaser (or any entity designated by Purchaser) fee simple title (or the local legal equivalent) to such Transferred Owned Property subject only to Permitted Liens, provided that nothing in such customary affidavits, certificates and filings shall serve or otherwise operate to increase the liability of the Seller Entities beyond the liability expressly imposed on the Seller Entities by the terms of this Agreement (collectively, the “Deeds”), in each case duly executed by Purchaser, to the extent applicable; (viii) with respect to jurisdictions outside the United States in which the Purchased Assets or Assumed Liabilities are located, such bills of sale, share transfer deeds, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer in such form and substance reasonably satisfactory to Seller and Purchaser (in a form that is consistent with the Closingterms and conditions of this Agreement and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of such Purchased Assets or the assumption of such Assumed Liabilities pursuant to this Agreement (collectively, the “Foreign Closing Documents”), unless expressly stated in each case duly executed by Purchaser, to the contrary hereinextent applicable; (ix) a counterpart of each Foreign Acquisition Agreement, in each case duly executed by Purchaser or its Subsidiary, to the extent applicable; and (x) to the extent any Intellectual Property that is part of the Purchased Assets is not held by a Purchased Company, a counterpart of the Intellectual Property Assignment Agreement with respect to such Intellectual Property duly executed by Purchaser. (b) At the Closing, Seller shall deliver deliver, or cause to be delivered, to Purchaser or Escroweethe following: (i) the Special Warranty Deed executed by Seller and acknowledged in the form annexed hereto as Exhibit 1certificate to be delivered pursuant to Section 7.2(c); (ii) the Assignment a counterpart of the Space Leases Transition Services Agreement duly executed by each Seller in the form annexed hereto Entity named as Exhibit 2a party thereto; (iii) certificates evidencing the Assignment Purchased Entity Shares and Purchased Venture Interests, including the Purchased Entity Shares with respect to the HK Company and the Specified Non-Consolidated Venture Interests, and excluding any Purchased Entity Shares or Purchased Venture Interests held by any Purchased Company, to the extent that such Purchased Entity Shares and Purchased Venture Interests are in certificate form, duly endorsed in blank or with stock powers or similar instruments of transfer duly executed in proper form for transfer, and, to the Service Contracts (extent such Purchased Entity Shares and Purchased Venture Interests are not in certificated form, other evidence of ownership or assignment in form and substance reasonably satisfactory to Purchaser and Seller, in each case with any permitted replacements or renewals thereof) required stock transfer stamps affixed thereto, in each case duly executed by the applicable Seller in Entity, to the form annexed hereto as Exhibit 3extent applicable; (iv) a counterpart of the Assignment ▇▇▇▇ of Licenses, Permits, Guarantees and Warranties Sale duly executed by each Seller in the form annexed hereto Entity named as Exhibit 4a party thereto; (v) notice to a counterpart of the Space Tenants Assignment and Assumption Agreement duly executed by each Seller in the form annexed hereto Entity named as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser)a party thereto; (vi) originalsthe Deeds duly executed and notarized by the applicable Seller Entities, or if originals are not available, copies of to the Space Leases (which may be delivered to Purchaser’s manager at the Premises)extent applicable; (vii) notice a counterpart of the Foreign Closing Documents duly executed by each Seller Entity named as a party thereto, to the service contractors executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser)extent applicable; (viii) a counterpart of each Foreign Acquisition Agreement duly executed certificate of by each Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2)Entity named as a party thereto; (ix) a counterpart of the Transfer Tax return(s) Intellectual Property Assignment Agreement duly executed by Seller;each Seller Entity named as a party thereto; and (x) estoppel certificates dated a duly executed certificate of non-foreign status from each Seller Entity that is a United States Person, within forty-five (45) days the meaning of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%Section 7701(a)(30) of the leased area Code, substantially in the form of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as sample certification set forth in this Treasury Regulation Section 9.3(a)(x1.1445-2(b)(2)(iv)(B)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;.

Closing Deliveries. On the Closing Date, Seller shall deliver or cause to be delivered: (a) At A duly executed and acknowledged special warranty deed conveying the Land and the Improvements to Buyer in the form attached hereto as EXHIBIT F; (b) A duly executed quitclaim ▇▇▇▇ of sale conveying the Personal Property to Buyer in the form attached hereto as EXHIBIT G; (c) A duly executed assignment and assumption of the Leases and Tenant Deposits (the ASSIGNMENT OF LEASES) in the form attached hereto as EXHIBIT H; (d) A duly executed assignment and assumption of contracts and intangibles (the ASSIGNMENT OF CONTRACTS) conveying the Property Contracts and the Intangible Property, in the form attached hereto as EXHIBIT I; (e) A certificate or certificates of non-foreign status from Seller in the form attached hereto as EXHIBIT J; (f) Customary affidavits sufficient for the Escrow Agent to delete any exceptions for mechanics or materialmens liens and parties in possession from Buyers title policy and such other affidavits relating to such title policy as the Escrow Agent may reasonably request including lien waivers from the Broker (as hereinafter defined) and the property manager; (g) An updated Rent Roll (including a list of all delinquent, prepaid rents and Tenant Deposits) certified by the Seller as true and correct as of the Closing Date; (h) Such other instruments as Buyer, Lender or within five the Escrow Agent may reasonably request to effectuate the transactions contemplated by this Agreement including a duly executed Transfer Tax Declaration form; (5i) Business Days thereafter with respect A duly executed counterpart original of the closing statement setting forth the Purchase Price, the closing adjustments and the application of the Purchase Price as adjusted; (j) Evidence or documents as may reasonably be required by the Escrow Agent evidencing the status and capacity of Seller to delivery sell the Property and the authority of items other than the person or persons executing the various documents executed by on behalf of Seller in connection with the Closingsale of the Property; (k) Originals, or where unavailable, copies of all Property Contracts, Leases (with all amendments and modifications thereto), unless expressly stated operating information, permits, warranties and financial information about the Property in Sellers possession or control relating to the contrary hereinProperty; (l) All keys to all locks on the Property and similar items, Seller shall deliver to Purchaser or Escroweethe extent in Sellers possession; and (m) The following documents with respect to the assignment and assumption of the Existing Loan: (i) Assignment and Assumption of the Special Warranty Deed executed by Seller and acknowledged in the form annexed hereto as Exhibit 1Mortgage; (ii) the Assignment of the Space Assignment of Leases executed by Seller in the form annexed hereto as Exhibit 2and Rents; (iii) the Assignment UCC-3 Assignments of the Service Contracts (and any permitted replacements or renewals thereof) executed by Seller in the form annexed hereto as Exhibit 3;Financing Statements; and (iv) the Assignment Written approval of Licenses, Permits, Guarantees and Warranties executed by Seller in the form annexed hereto as Exhibit 4; (v) notice Lender to the Space Tenants executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered assignment to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (vi) originals, or if originals are not available, copies Buyer of the Space Leases (which may be delivered Existing Loan to Purchaser’s manager at the Premises); (vii) notice to the service contractors executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (viii) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2); (ix) the Transfer Tax return(s) executed by Seller; (x) estoppel certificates dated within forty-five (45) days of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;Buyer.

Closing Deliveries. (a) At the Closing, unless waived by Buyer, Sellers and Owner, as applicable, shall deliver to Buyer: (i) a ▇▇▇▇ of sale, assignment and assumption with respect to the Purchased Assets substantially in the form attached hereto as Exhibit B, duly executed by Sellers and Owner, in favor of certain direct or indirect, wholly-owned subsidiaries of Buyer, as designated by Buyer to Seller prior to the Closing Date; (or ii) an employment agreement, substantially in the form attached hereto as Exhibit C (the “Physician Employment & Medical Director Agreement”), executed by Owner; (iii) Certificates of Account Status with respect to each Seller, issued by the Texas Comptroller within five (5) Business Days thereafter with respect business days prior to delivery of items other than documents the Closing Date; (iv) a closing certificate, substantially in the form attached hereto as Exhibit E-1, executed by each Seller, and a certificate, substantially in the form attached hereto as Exhibit E-2, executed by Owner; (v) any approvals or consents required by Section 4.4; (vi) any evidence of payoff of debt required by Section 4.12 (excluding Equipment Indebtedness) of each Seller in connection with or Owner or release of liens encumbering any of the Purchased Assets requested by Buyer; (vii) all books and records of Sellers or Owner related to the Purchased Assets; (viii) the Transition Services Agreement, upon terms mutually agreeable to Buyer, Sellers and Owner, executed by Sellers; (ix) assignment and assumption agreements for each of the Clinic Leases, executed by Sellers and Owner; and (x) such other documents as Buyer may reasonably request. (b) At the Closing), unless expressly stated to the contrary hereinwaived by Sellers, Seller Buyer shall deliver to Purchaser or EscroweeSellers: (i) the Special Warranty Deed executed by Seller and acknowledged in the form annexed hereto as Exhibit 1Closing Cash via wire transfer; (ii) the Assignment of the Space Leases Note, upon terms mutually agreeable to Buyer and Seller, executed by Seller in the form annexed hereto as Exhibit 2Buyer; (iii) the Assignment any approvals or consents of the Service Contracts (and any permitted replacements rulemaking authority, person or renewals thereof) executed entity applicable to Buyer required by Seller in the form annexed hereto as Exhibit 3Section 4.4; (iv) the Assignment of LicensesPhysician Employment & Medical Director Agreement, Permits, Guarantees and Warranties executed by Seller in the form annexed hereto as Exhibit 4Buyer; (v) notice the Transition Services Agreement, upon terms mutually agreeable to the Space Tenants Buyer, Sellers and Owner, executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser)Buyer; (vi) originalsa closing certificate, or if originals are not availablesubstantially in the form attached hereto as Exhibit F, copies of the Space Leases (which may be delivered to Purchaser’s manager at the Premises)executed by Buyer; (vii) notice to assignment and assumption agreements for each of the service contractors Clinic Leases, executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser)Buyer; (viii) duly executed certificate Certificates of Seller in Account Status with respect to Buyer and NHC (or equivalent documentation applicable to each entity’s jurisdiction of formation), issued by the applicable form set forth in Treasury Regulations §1.1445-2(b)(2);jurisdiction of formation within five (5) business days prior to the Closing Date; and (ix) the Transfer Tax return(s) executed by Seller; (x) estoppel certificates dated within forty-five (45) days of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be in form and substance which do not vary materially from the form annexed hereto such other documents as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant Sellers may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;reasonably request.

Closing Deliveries. (a) At Closing (or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated to the contrary herein, Seller Company shall deliver or cause to be delivered to each Purchaser or Escroweethe following: (i) one or more stock certificates evidencing that number of Series E Senior Preferred Stock set forth opposite such Purchaser's name on Schedule A hereto under the Special Warranty Deed executed by Seller and acknowledged heading "Series E Preferred Stock", registered in the form annexed hereto as Exhibit 1name of such Purchaser; (ii) with respect to the Assignment Lead Investor, one or more stock certificates evidencing all of the Space Leases executed by Seller Series F Preferred Stock, registered in the form annexed hereto as Exhibit 2name of the Lead Investor; (iii) the Assignment of the Service Contracts (and any permitted replacements or renewals thereof) executed by Seller an Additional Investment Right, registered in the form annexed name of such Purchaser, pursuant to which such Purchaser shall have the right to (x) acquire Additional Shares in the amount set forth opposite such Purchaser's name on Schedule A hereto as Exhibit 3under the heading "Additional Shares", and (y) acquire Additional Investment Right Warrants which shall be exercisable into that number of shares of Common Stock set forth opposite such Purchaser's name on Schedule A hereto under the heading "Additional Investment Right-Warrant Shares"; (iv) the Assignment of Licensesa Warrant, Permits, Guarantees and Warranties executed by Seller registered in the form annexed name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire that number of shares of Common Stock set forth opposite such Purchaser's name on Schedule A hereto as Exhibit 4under the heading "Warrant Shares"; (v) notice evidence that each Certificate of Designations has been filed and become effective on or prior to the Space Tenants executed by Seller Closing Date with the Secretary of State of Delaware, in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise and substance mutually agreed to by Seller and Purchaser)the parties; (vi) originalsthe legal opinion of Company Counsel, or if originals are not availablein the form of Exhibit F, copies of the Space Leases (which may be executed by such counsel and delivered to Purchaser’s manager at the Premises)Purchasers; (vii) notice to the service contractors Registration Rights Agreement duly executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser)Company; (viii) duly executed certificate of Seller in Transfer Agent Instructions acknowledged by the applicable form set forth in Treasury Regulations §1.1445-2(b)(2)Company's transfer agent; (ix) evidence that the Transfer Tax return(s) Aisling Closing has occurred and copies of the executed by Seller;transaction documents; and (x) estoppel certificates dated within forty-five any other documents reasonably requested by a Purchaser or counsel to any Purchaser in connection with the Closing. (45b) days of At the date originally scheduled for Closing (Closing, each an “Estoppel Certificate” and collectively Purchaser shall deliver or cause to be delivered to the “Estoppel Certificates”) from Company the following: (i) all Major Tenants (A) the purchase price set forth opposite such Purchaser's name on Schedule A hereto under the heading "Purchase Price", in United States dollars and in immediately available funds, by wire transfer to Olympus Securities, LLC, as Escrow Agent pursuant to the Escrow Agreement attached hereto as Exhibit H, which funds are to be distributed in accordance with such Escrow Agreement, and (B) in the case of a Purchaser made a party hereto by virtue of a Supplemental Purchase Agreement in accordance with Section 4.18 hereof, evidence of satisfaction of existing indebtedness of the Company in an amount equal to such Purchaser's purchase price as may be reasonably requested by the Company; and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed Registration Rights Agreement duly executed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;.

Closing Deliveries. (ai) At Seller shall deliver or cause to be executed and delivered at or before the time of Closing the following: (or within five A) a Massachusetts quitclaim deed from WC Seller in the form annexed as Exhibit G-1 and a Massachusetts quitclaim deed from WCE Seller in the form annexed as Exhibit G-2, in the name of Purchaser, conveying fee simple title to the Property subject only to Permitted Exceptions (5collectively, the "Deed"); (B) Business Days thereafter with respect an assignment and assumption of the Leases, Security Deposits and Service Contracts in the form annexed as Exhibit H hereto and made a part hereof (the "Assignment of Leases") from each of WC Seller and WCE Seller; (C) a general instrument of transfer and ▇▇▇▇ of sale, conveying to delivery Purchaser all right, title and interest of items other than documents executed Seller in and to all of the personal property, if any, owned by Seller in connection with the Closing)Property, unless expressly stated to and any intangible property forming part of the contrary hereinProperty, Seller shall deliver to Purchaser or Escrowee: (i) the Special Warranty Deed executed by Seller and acknowledged in the form annexed hereto as Exhibit 1I hereto and made a part hereof, from each of WC Seller and WCE Seller; (D) an affidavit by each of WC Seller and WCE Seller stating that it is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder; (E) an Information for Real Estate 1099-S Report Filing Form from each of WC Seller and WCE Seller; (F) a notice to the Tenants advising that Seller's interest in the Property has been conveyed to Purchaser and instructing that all rent and additional rent thereafter payable under its respective Lease shall be paid to Purchaser; such notice to be in form as reasonably acceptable to Seller and Purchaser; (G) each of the following, within ten (10) business days after the Closing: (i) a copy of all Tenant Lease files in Seller's possession or control; (ii) the Assignment of the Space Leases original fully executed Leases, or if unavailable, photocopies thereof certified by Seller in the form annexed hereto as Exhibit 2; true, correct and complete photocopies thereof; and (iii) all keys to the Assignment of the Service Contracts (and any permitted replacements or renewals thereof) executed by Seller Property in the form annexed hereto as Exhibit 3; (iv) the Assignment possession of Licenses, Permits, Guarantees and Warranties executed by Seller in the form annexed hereto as Exhibit 4; (v) notice to the Space Tenants executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (vi) originals, or if originals are not available, copies of the Space Leases (which may be delivered to Purchaser’s manager at the Premises); (vii) notice to the service contractors executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (viii) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2); (ix) the Transfer Tax return(s) executed by Seller; (xH) estoppel such title affidavits, resolutions and certificates dated within fortyas the Title Company may reasonably require in order to insure title to the Property in Purchaser in the form required to be delivered by Seller under this Agreement; (I) any required transfer forms and certifications as may be reasonably necessary for compliance with Federal or Massachusetts tax laws or regulations; (J) a counterpart original of the settlement statement, in form and substance reasonably acceptable to Seller and Purchaser; (K) Estoppel certificates in favor of Purchaser executed by ▇▇▇▇'▇, ▇▇▇▇▇▇ Liquors, Petco, Planet Fitness, Dress Barn, Santander and The Paper Store, Firestone and Jimmy's Alehouse (the "Major Tenants") and tenants (the "Other Tenants") occupying in the aggregate, together with the Major Tenants, eighty-five (45) days of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (8085%) of the leased area of the Premises Property (“Estoppel the Major Tenants and the Other Tenants”, collectively, the "Required Tenants"). Such Estoppel Certificates shall be , in form and substance which do not vary materially from (except for Petco) substantially similar to the form annexed hereto as Exhibit 7 J-1 (unless or in such variance benefits Purchaserother form as may be prescribed under the respective Lease with such Tenant or on such Tenant's standard company form) or, not containing any deviation from the information set forth in the Rent Roll (except as to any Space lease term stated by the Tenant and/or Space to be not more than six (6) months longer than the term for such tenant set forth on the Rent Roll), not alleging any default by Seller as land lord or the tenant under its Lease providing and otherwise not containing any deviation (except as to any lease term stated by the Tenant to be not more than six (6) months longer than the term for or allowing a different form of estoppel certificatesuch tenant set forth on the Rent Roll), the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as information set forth in this Section 9.3(a)(x)the Leases delivered to Purchaser (the foregoing, the "Required Estoppels"). Notwithstanding the foregoing The estoppel certificate for Petco shall be in form substantially similar to the contraryform annexed hereto as Exhibit J-2 (or in such other form as may be prescribed under the Petco Lease or on Petco's standard company form, if provided that such estoppel need not certify that Seller has completed all landlord’s work or paid or provided all allowances or concessions or that Petco has accepted possession of its premises). After the required Estoppel Certificates cannot be timely deliveredEffective Date, Seller may, but shall not be obligated to, adjourn request such estoppel certificates and guaranty estoppel certificates to the extent any of the Leases contain a guaranty and pursue same in good faith. If Seller is unable to obtain the Required Estoppels by the Closing Date, then the Closing Date shall be adjourned for a period not to exceed thirty (30) days, to enable Seller to obtain the required Estoppel CertificatesRequired Estoppels; if the Required Estoppels have not been obtained after the expiration of such adjournment of the Closing Date, then such failure shall not constitute a default of Seller under this Agreement, but in such event Purchaser shall have the right to terminate this Agreement by delivering written notice of termination to Seller no later than five (5) days after the Closing Date (as may have been extended by Seller), in which event Escrow Agent shall disburse the Deposit to Purchaser and each party shall be released from any further liability hereunder, except for liability which expressly survives the termination of this Agreement. As used herein, “Major Tenant” In no event shall mean any Space estoppel certificate be rejected on the basis of the Tenant who leases pursuant or the landlord inserting any "best of knowledge" or "knowledge" or similar limitation. Any estoppel not objected to a Space Lease more than ten thousand by Purchaser within three (10,0003) rentable square feet in business days after delivery thereof to Purchaser shall be deemed satisfactory and counted towards the aggregateRequired Estoppels. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by one or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession more of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) Required Estoppels from the definition of Major TenantOther Tenants is not delivered on or before Closing, and (y) when calculating Seller shall have the total leased area right to deliver a Seller estoppel certificate for such Other Tenants in lieu of the Premises tenant estoppel for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space such Other Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable deliver a Seller estoppel certificate for purposes Other Tenants occupying more than five percent (5%) of satisfying the leased area of the Property. Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right 's liability for a breach of the certifications set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaserany and all Seller's sole remedy estoppel certificates shall be subject to terminate this Contract and receive the return all of the Deposit same terms, conditions and limitations of liability (and one and the same aggregate dollar limitation of liability) as Seller's liability for a breach of Seller's representations and warranties set forth in Section 6(d). Seller shall have the right at any time within six (6) months after the Closing to cause any Tenant for whom Seller shall have delivered a Seller estoppel certificate to deliver a Tenant estoppel certificate complying with this section, in which event Seller shall be released from further liability under Seller's estoppel certificate for such Tenant. (L) The Petco Escrow Agreement (as defined in Article 17); (M) An indemnity agreement executed by Acadia Strategic Opportunity Fund III LLC in the form of Exhibit L attached hereto and made a part hereof; and (N) such other documents or instruments as may be reasonably required in order to close notwithstanding effectuate the lack Closing. (ii) Purchaser shall deliver or cause to be executed and delivered at or before the time of Closing the Estoppel Certificate(sfollowing: (A) without any reduction the balance of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in payable under Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant2, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be delivered to terminate this Contract Escrow Agent; (B) the Assignment of Leases for WC and receive WCE; (C) such title affidavits, resolutions and certificates as the return Title Company may reasonably require of Purchaser; (D) any required transfer forms and certifications as may be reasonably necessary for compliance with Federal or Massachusetts tax laws or regulations; (E) a counterpart original of the Deposit. In the event Purchaser is permitted settlement statement, inform and substance reasonably acceptable to terminate this Contract pursuant to the preceding sentence, if Seller and Purchaser; (1F) Purchaser fails to terminate this Contract as provided for above, or The Petco Escrow Agreement; and (2G) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) other documents or instruments as may be reasonably required in order to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at effectuate the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;.

Closing Deliveries. (a) At Closing the Closing, Purchaser shall deliver, or cause to be delivered, to Seller (or within five (5one or more other Seller Entities designated by Seller) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated to the contrary herein, Seller shall deliver to Purchaser or Escroweefollowing: (i) the Special Warranty Deed executed payment, by wire transfer(s) to one or more bank accounts designated in writing by Seller and acknowledged (such designation to be made by Seller at least two (2) Business Days prior to the Closing Date), an amount in immediately available funds equal to the form annexed hereto as Exhibit 1Closing Purchase Price; (ii) the Assignment of the Space Leases executed by Seller in the form annexed hereto as Exhibit 2certificate to be delivered pursuant to Section 7.3(c); (iii) the Assignment a counterpart of the Service Contracts Master Supply Agreement in substantially the form attached as Exhibit A hereto (and any permitted replacements or renewals thereof) the “Supply Agreement”), duly executed by Seller in the form annexed hereto as Exhibit 3Purchaser; (iv) a counterpart of the Assignment of LicensesTransition Services Agreement in substantially the form attached as Exhibit B hereto (the “Transition Services Agreement”), Permits, Guarantees and Warranties duly executed by Seller in the form annexed hereto as Exhibit 4Purchaser; (v) notice to the Space Tenants extent any Purchased Asset (other than the Purchased Company Shares) or Assumed Liability is not held by a Purchased Company or Subsidiary thereof, a counterpart of an Assignment and Assumption Agreement and ▇▇▇▇ of Sale providing for the transfer of the applicable Seller Entities’ right, title and interest as of the Closing in and to the Purchased Assets (other than the Purchased Company Shares) and the assumption by Purchaser of the Assumed Liabilities in accordance with and subject to this Agreement, by and between the applicable Seller Entities and Purchaser, in customary form (the “Assignment Agreement and ▇▇▇▇ of Sale”), duly executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered Purchaser, to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser)extent applicable; (vi) originalswith respect to jurisdictions outside the United States in which the Purchased Assets or Assumed Liabilities are located, such bills of sale, share transfer deeds, stock powers, certificates of title, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or the assumption of the Assumed Liabilities pursuant to this Agreement (collectively, the “Foreign Closing Documents”), in each case duly executed by Purchaser, to the extent applicable; and (vii) any other instruments necessary and appropriate to evidence Purchaser’s assumption of the Assumed Liabilities pursuant to and in accordance with this Agreement, in each case duly executed by Purchaser, to the extent applicable. (b) At the Closing, Seller shall deliver, or if originals cause to be delivered, to Purchaser the following: (i) certificates evidencing the Purchased Company Shares, to the extent that such Purchased Company Shares are in certificate form, duly endorsed in blank or with stock powers duly executed in proper form for transfer, and, to the extent such Purchased Company Shares are not availablein certificated form, copies other evidence of ownership or assignment; (ii) the certificate to be delivered pursuant to Section 7.2(c); (iii) a counterpart of the Space Leases Supply Agreement, duly executed by each Seller Entity named as a party thereto; (which may be delivered iv) a counterpart of the Transition Services Agreement, duly executed by each Seller Entity named as a party thereto; (v) to Purchaser’s manager at the Premises)extent any Purchased Asset (other than the Purchased Company Shares) or Assumed Liability is not held by a Purchased Company or Subsidiary thereof, a counterpart of the Assignment Agreement and ▇▇▇▇ of Sale duly executed by each Seller Entity named as a party thereto, to the extent applicable; (vi) a counterpart of the Foreign Closing Documents duly executed by each Seller Entity named as a party thereto, to the extent applicable; (vii) notice to the service contractors a duly executed by Seller in the form annexed hereto as Exhibit 6 IRS Form W-9 from (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by A) Seller and Purchaser)(B) each Seller Entity (other than Seller) that is a United States Person, within the meaning of Section 7701(a)(30) of the Code; (viii) any other instruments of transfer necessary and appropriate to evidence the transfer of the Seller Entities’ right, title and interest in the Purchased Assets pursuant to and in accordance with this Agreement duly executed certificate of by each Seller in Entity named as a party thereto, to the applicable form set forth in Treasury Regulations §1.1445-2(b)(2);extent applicable; and (ix) customary release documentation evidencing the Transfer Tax return(s) executed release and termination of all guarantees by Seller; any Purchased Company of any Indebtedness (x) estoppel certificates dated within forty-five (45) days limited to Indebtedness of the date originally scheduled for Closing type referred to in clause (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”a) from or (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%b) of the leased area definition of Funded Debt) of the Premises Seller or any of its Affiliates (“Estoppel Tenants”other than any Purchased Company) and release and termination of all Liens on the assets of the Purchased Companies or the other Purchased Assets securing any such Indebtedness of the Seller or any of its Affiliates (other than any Purchased Company). Such Estoppel Certificates shall be , in form each case, including release and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser termination of any Estoppel Certificate from such guarantees and Liens created under the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding Credit Agreement and the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;TD Agreement.

Closing Deliveries. (a) At Closing (or within five (5) Business Days thereafter with respect Administrative Agent shall have received each of the following documents, instruments and agreements, each of which shall be in form and substance and executed in such counterparts as shall be acceptable to delivery Administrative Agent and each Bank and each of items other than documents executed by Seller in connection with the Closing)which shall, unless expressly stated to otherwise indicated, be dated the contrary herein, Seller shall deliver to Purchaser or EscroweeClosing Date: (i) a Note payable to the Special Warranty Deed order of each Bank, each in the amount of such Bank's Commitment, duly executed by Seller and acknowledged in the form annexed hereto as Exhibit 1Borrower; (ii) the Assignment Mortgages and Assignments and Amendments to Mortgages to be executed on the Closing Date pursuant to Section 5.1(a), duly executed and delivered by Borrower and each Subsidiary of the Space Leases executed by Seller Borrower (as applicable), together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 financing statements, tax affidavits and applicable department of revenue documentation, in the form annexed hereto as Exhibit 2and substance satisfactory to Administrative Agent, creating first and prior Liens in all Borrowing Base Properties; (iii) the Assignment of the Service Contracts (and any permitted replacements or renewals thereof) Facility Guarantees duly executed by Seller in the form annexed hereto as Exhibit 3each existing Restricted Subsidiary of Borrower; (iv) the Assignment of Licenses, Permits, Guarantees and Warranties a Borrower Pledge Agreement duly executed by Seller in Borrower together with (A) certificates evidencing one hundred percent (100%) of the form annexed hereto issued and outstanding Equity of each existing Restricted Subsidiary of Borrower of every class (all certificates delivered pursuant to this Section 6.1(a)(iv) shall be duly endorsed or accompanied by duly executed blank stock powers), and (B) such financing statements (duly authorized) as Exhibit 4Administrative Agent shall request to perfect the Liens granted pursuant to such Borrower Pledge Agreement; (v) notice such financing statements (including, without limitation, the financing statements referenced in subclauses (ii) and (iv) above) in form and substance acceptable to Administrative Agent (duly authorized) as Administrative Agent shall specify to fully evidence and perfect all Liens contemplated by the Space Tenants executed by Seller Loan Papers, all of which shall be filed of record in the form annexed hereto such jurisdictions as Exhibit 5 (which will be delivered to the Space Tenants by Seller or Administrative Agent shall require in its property manager unless otherwise mutually agreed to by Seller and Purchaser)sole discretion; (vi) originalsa copy of the articles or certificate of incorporation, certificate of organization, or if originals are not availablecomparable charter documents, copies and all amendments thereto, of each Credit Party accompanied by a certificate that such copy is true, correct and complete, and dated within ten (10) days of the Space Leases Closing Date (which may be delivered or within such other period as acceptable to Purchaser’s manager at Administrative Agent), issued by the Premises)appropriate Governmental Authority of the jurisdiction of incorporation of each such Credit Party, and accompanied by a certificate of the Secretary or comparable Authorized Officer of each such Credit Party that such copy is true, correct and complete on the Closing Date; (vii) notice to a copy of the service contractors executed bylaws, regulations or comparable charter documents, and all amendments thereto, of each Credit Party accompanied by Seller in a certificate of the form annexed hereto Secretary or comparable Authorized Officer of each such Credit Party that such copy is true, correct and complete as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser)of Closing Date; (viii) certain certificates and other documents issued by the appropriate Governmental Authorities of such jurisdictions as Administrative Agent has requested relating to the existence of each Credit Party and to the effect that each such Credit Party is in good standing with respect to the payment of franchise and similar Taxes and is duly executed certificate of Seller qualified to transact business in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2)such jurisdictions; (ix) a certificate of incumbency of all officers of each Credit Party who will be authorized to execute or attest to any Loan Paper, dated the Transfer Tax return(s) Closing Date, executed by Sellerthe Secretary or comparable Authorized Officer of each such Credit Party; (x) estoppel copies of resolutions or comparable authorizations approving the Loan Papers and authorizing the transactions contemplated by this Agreement and the other Loan Papers, duly adopted by the Board of Directors (or comparable authority) of each Credit Party accompanied by certificates dated within forty-five (45) days of the date originally scheduled for Closing Secretary or comparable officer of each such Credit Party that such copies are true and correct copies of resolutions duly adopted at a meeting of or (if permitted by applicable Law and, if required by such Law, by the bylaws or comparable charter documents of each an “Estoppel Certificate” and collectively such Credit Party, as applicable) by the “Estoppel Certificates”) from unanimous written consent of the Board of Directors (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%or comparable authority) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless each such variance benefits Purchaser) orCredit Party, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificateapplicable, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from such resolutions constitute all the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation resolutions adopted with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrarytransactions, if the required Estoppel Certificates canhave not be timely deliveredbeen amended, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditorsmodified, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenantrevoked in any respect, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain are in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction as of the Purchase Price. Subsequent to the ClosingClosing Date; (xi) an opinion of ▇▇▇▇ ▇▇▇▇▇ P.C., Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before dated the Closing Date, favorably opining as to the enforceability of Purchaser’s permitted objections each of the Loan Papers and otherwise in form and substance satisfactory to Administrative Agent and Banks; (xii) an opinion of special counsel for Administrative Agent in each of Alabama, Louisiana, New Mexico and Wyoming, each dated the Closing Date, favorably opining as to the enforceability of the applicable Mortgages and Assignments and Amendments to Mortgages in each applicable State and otherwise in form and substance satisfactory to Administrative Agent and Banks; (xiii) a certificate signed by an Authorized Officer of Borrower stating that (a) the representations and warranties contained in this Agreement and the other Loan Papers are true and correct in all respects, and (b) no Default or Event of Default has occurred and is continuing; (xiv) a Certificate of Ownership Interests signed by an Authorized Officer of Borrower in the form of Exhibit H attached hereto; (xv) copies of all reports in Borrower's files (or otherwise reasonably available to Borrower) pertaining to Borrower's Mineral Interests and operations, which report(s) shall not reflect the existence of facts or circumstances which would constitute a material violation of any Applicable Environmental Law or which are likely to result in a material liability to any Credit Party; and (xvi) certificates from Borrower's insurance broker setting forth the insurance maintained by Borrower and stating that such Estoppel Certificates. Purchaser’s failure to timely respond to Seller insurance is in accordance full force and effect, and which certificates shall evidence that such insurance complies with the preceding sentence shall be deemed its approval requirements of the Estoppel Certificates;Section 8.6.

Closing Deliveries. (a) At Closing (or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated to the contrary herein, Seller shall deliver to Purchaser or EscroweeBuyer: (i) the Special Warranty Deed a Certificate executed by an appropriate officer of Seller stating that (A) the representations and acknowledged warranties made by Seller in Article Three hereof are true and correct in all material respects on and as of the form annexed hereto Closing Date, with the same effect as Exhibit 1though such representations and warranties were made on the Closing Date; and (B) the conditions set forth in Section 7.02(a) have been satisfied or waived as provided therein and, to the best of Seller’s knowledge, the conditions set forth in Section 7.02(b), (c) and (d) have been satisfied or waived; (ii) the Assignment a certified copy of currently effective resolutions of the Space Leases executed by Board of Directors of Seller in authorizing Seller’s execution and delivery of this Agreement and the form annexed hereto as Exhibit 2consummation of the transactions contemplated hereby; (iii) the Assignment a Certificate of the Service Contracts (and any permitted replacements or renewals thereof) executed by Office of the Secretary of State of the State of California, dated a recent date, stating that Seller is in the form annexed hereto as Exhibit 3good standing; (iv) the an executed Assignment and Assumption of Licenses, Permits, Guarantees and Warranties executed by Seller Deposit Liabilities Agreement in substantially the form annexed hereto as set forth in Exhibit 41 to this Agreement; (v) notice to the Space Tenants an executed by Seller Assignment and Assumption of Contracts Agreement in substantially the form annexed hereto as set forth in Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser)2 hereto; (vi) originalsevidence of payment to Buyer, or if originals are not availableby wire transfer in immediately available funds to an account designated by Buyer, copies of the Space Leases (which may be delivered to Purchaser’s manager at Estimated Purchase Price, if the Premises)Estimated Purchase Price is positive; (vii) notice an executed Assignment, Transfer and Appointment of Successor Custodian with respect to the service contractors executed by Seller transfer of the ▇▇▇ Accounts, in substantially the form annexed hereto as set forth in Exhibit 6 (which will be delivered 3 to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser)this Agreement; (viii) duly executed certificate a ▇▇▇▇ of Seller Sale in substantially the applicable form set forth in Treasury Regulations §1.1445-2(b)(2)of Exhibit 4 to this Agreement; (ix) such other endorsements, assignments, bills of sale, and other instruments and documents of transfer as Buyer may reasonably require as necessary or desirable to transfer and assign to Buyer good, marketable and insurable title to the Transfer Tax return(s) executed by SellerAssets; (x) estoppel certificates dated within forty-five (45) days listings of the date originally scheduled for Closing (each an “Estoppel Certificate” Deposit Liabilities and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) Loans as of the leased area close of business on the Premises Measurement Date in an electronic format designated by Buyer, which listings shall include account number, outstanding principal balance, accrued interest, and other pertinent information; and (“Estoppel Tenants”). Such Estoppel Certificates shall be in form and substance which do not vary materially from the form annexed hereto xi) such Records as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form are capable of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form being delivered to Seller by the Anna’s Linens Space Tenant Buyer (it being understood that Purchaser after the Closing Date, Seller shall have no right to object in form or substance provide Buyer with reasonable access to any Estoppel Certificate delivered by Records which are not capable of being transferred to Buyer at the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from Closing). (b) At the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contraryClosing, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller Buyer shall deliver to Purchaser, promptly after receipt thereof, copies Seller: (i) a Certificate executed by an appropriate officer of each executed Estoppel Certificate obtained Buyer stating that (A) the representations and warranties made by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant Buyer in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) Article Four hereof are true and delivers a subsequent executed Estoppel Certificate from such Space Tenant correct in form all material respects on and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return as of the Deposit or to close notwithstanding Closing Date, with the lack of same effect as though such representations and warranties were made on the Estoppel Certificate(sClosing Date; and (B) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as conditions set forth in Section 12.1 7.01(a) have been satisfied or waived as provided therein and, to the best of Buyer’s knowledge, the conditions set forth in Section 7.01(b), (c) and (yd) have been satisfied or waived; (ii) a certified copy of currently effective resolutions of the Board of Directors of Buyer authorizing Buyer’s execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; (iii) a Certificate of the State of Missouri Division of Finance, dated a recent date, stating that Buyer is in good standing; (iv) an executed Assignment and Assumption of Deposit Liabilities Agreement in substantially the form set forth in Exhibit 1 to this Agreement; (v) an executed Assignment and Assumption of Contracts Agreement in substantially the form set forth in Exhibit 2 hereto; (vi) evidence of payment to Seller, by wire transfer in immediately available funds to an account designated by Seller, of the Estimated Purchase Price, if the Estimated Purchase Price is negative; and (vii) an executed Assignment, Transfer and Appointment of Successor Custodian with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenanttransfer of the ▇▇▇ Accounts, in substantially the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed form set forth in Exhibit 3 to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;Agreement.

Closing Deliveries. (a) At the Closing, the Seller will deliver or cause to be delivered to the Purchaser, for itself and as agent for the Designated Affiliates: (i) a bill of sale in the form of Ex▇▇▇▇t B (the “Bill of Sale”), duly executed ▇▇ ▇he Seller; (ii) an assignment and assumption agreement in the form of Exhibit C (the “Assignment and Assumption Agreement”), duly executed by the Seller; (iii) a share sale and transfer agreement in respect of the Shares in the form of Exhibit D (the “Share Transfer Agreement”), duly executed and notarized by the Share Selling Affiliate; (iv) such deeds, documents, instruments and actions as are necessary or appropriate to effect the valid sale and transfer of the Shares to the Purchaser or its Designated Affiliate, duly executed by the Share Selling Affiliate, and/or the managing director or the Acquired Company, as required pursuant to German Law; (v) assignments of all Purchased Intellectual Property in the forms of Exhibit E-1 and E-2 (collectively, the “IP Assignments”) and License of Shared Intellectual Property in the form of Exhibit E-3 (the “IP License Agreement”), duly executed by the Seller; (vi) for each parcel of Owned Real Property, a recordable warranty deed or such other appropriate document or instrument of transfer in accordance with local custom, each in form and substance reasonably satisfactory to the Purchaser and its counsel and executed by the Seller; (vii) a certificate, dated as of the Closing Date, executed by the Seller confirming the satisfaction of the conditions specified in Section 6.1(a) and 6.1(b); (or within five viii) the resignations of the managing directors of the Acquired Company set forth on Schedule 2.9(a)(viii), to the extent that such resignations have been requested in writing by the Purchaser not less than two (52) Business Days thereafter with respect prior to delivery Closing; (ix) a transition services agreement in the form of items other than documents Exhibit F (the “Transition Services Agreement”), duly executed by Seller the Seller; (x) a supply agreement in connection the form of Exhibit G (the “TBT Supply Agreement”), duly executed by the Seller; (xi) a supply agreement in the form of Exhibit H (the “TOT Supply Agreement”), duly executed by the Seller; (xii) a supply agreement in the form of Exhibit I (the “TPP/LPE Supply Agreement”), duly executed by the Seller; (xiii) an assignment of the environmental indemnity from Ciba contained in the Ciba Basic Agreement in the form of Exhibit J (the “Ciba Environmental Indemnity Assignment”); (xiv) a copy of the Approval Order; and (xv) evidence that notice of termination of the Acquired Company’s participation in the domination and profit and loss pooling agreements has been made in accordance with German Law. (b) At the Closing), unless expressly stated the Purchaser will, for itself and as agent for its Designated Affiliate, deliver or cause to be delivered to the contrary hereinSeller, Seller shall deliver to Purchaser or Escroweefor itself and as agent for the Share Selling Affiliate: (i) the Special Warranty Deed executed Initial Cash Consideration, fifty percent (50%) of the aggregate amount of the Trade Accounts Payable Adjustment Payment and the Shared Accounts Payable Adjustment Payment, and the Accrued Payroll and Benefits Adjustment Payment by Seller and acknowledged wire transfer of immediately available funds in U.S. dollars in the form annexed hereto as Exhibit 1amount and manner specified in Section 2.5(b); (ii) the Assignment of the Space Leases and Assumption Agreement, duly executed by Seller in the form annexed hereto as Exhibit 2Purchaser; (iii) the Assignment Bill of the Service Contracts (and any permitted replacements or renewals thereof) Sale, duly executed by Seller in the form annexed hereto as Exhibit 3▇▇▇ Purchaser; (iv) the Assignment of LicensesShare Transfer Agreement, Permitsduly executed and notarized by the Purchaser or its Designated Affiliate, Guarantees and Warranties executed by Seller in the form annexed hereto as Exhibit 4applicable; (v) notice to the Space Tenants IP Assignments, if any, that call for a signature by the Purchaser and/or its Designated Affiliates, duly executed by Seller in the form annexed hereto Purchaser and/or such Designated Affiliates, as Exhibit 5 (which will be delivered to applicable, and the Space Tenants IP License Agreement, duly executed by Seller or its property manager unless otherwise mutually agreed to by Seller and the Purchaser); (vi) originalsa certificate, or if originals are not available, copies dated as of the Space Leases (which may be delivered to Purchaser’s manager at Closing Date, duly executed by the PremisesPurchaser confirming the satisfaction of the conditions specified in Sections 6.2(a) and 6.2(b); (vii) notice to the service contractors Transition Services Agreement, duly executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (viii) the TBT Supply Agreement, duly executed certificate of Seller in by the applicable form set forth in Treasury Regulations §1.1445-2(b)(2)Purchaser; (ix) the Transfer Tax return(s) TOT Supply Agreement, duly executed by Sellerthe Purchaser; (x) estoppel certificates dated within forty-five (45) days of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) orTPP/LPE Supply Agreement, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller duly executed by the Anna’s Linens Space Tenant Purchaser; and (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered xi) the Ciba Environmental Indemnity Assignment, duly executed by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;Acquired Company.

Closing Deliveries. (a) At Closing (or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated the Sellers will deliver or cause to be delivered to the contrary herein, Seller shall deliver to Purchaser or EscroweePurchasers: (i) such executed instruments of transfer or other evidence sufficient to transfer all of the Special Warranty Deed executed by Seller Equity Interests to Purchasers (together, the “Equity Transfer Documents)”, including certificates representing the Shares and acknowledged statutory share transfer forms (the “Share Transfer Forms”) in the form annexed hereto as of Exhibit 1A executed by each Share Seller and all other documents necessary to register the Share Transfer Forms with the Mauritian Registrar General); (ii) with respect to the Assignment Option Shares: (A) notices of exercise of options, in a form reasonably acceptable to Share Purchaser, in which each Option Holder (i) exercises all of the Space Leases vested options in Class B Shares of the Company held by him or her upon Closing, (ii) authorizes the Share Purchaser to pay the aggregate exercise price payable in respect of the exercise of Options to the Company from the portion of the Initial Purchase Price payable to the Option Holder therefor, (iii) authorizes the sale of the Option Shares to the Share Purchaser and instructs the Seller Representative to carry out all necessary actions to effect such sale and purchase, and (iv) authorizes the Share Purchaser to pay the net consideration from the sale of Option Shares to [***] = Confidential Treatment requested for redacted portion; redacted portion has been filed separately with the Commission. the Option Holders (having first deducted from the sale proceeds (1) the aggregate exercise price payable in respect of the exercise of the Options, plus (2) sufficient funds to satisfy any income tax liability and or any other tax or social security withholding required where appropriate and (3) the pro rata share of contributions to the Escrow Amount and the pro rata share of transaction fees and expenses associated with the exercise of the option and the sale of the Option Shares as set forth on Schedule B); and (B) a Share Transfer Form, executed by Seller in each Option Holder (all such documents, collectively, the form annexed hereto as Exhibit 2“Option Share Transfer Documents”); (iii) the Assignment of the Service Contracts (and any permitted replacements or renewals thereof) executed by Seller a release in the form annexed hereto as of Exhibit 3B executed by each Seller (collectively, the “Seller Releases”); (iv) an employment agreement, substantially in the Assignment of Licensesrespective forms agreed between the parties, Permitsas applicable, Guarantees and Warranties executed by Seller in Agoda Thailand and [***] (collectively, the form annexed hereto as Exhibit 4“Employment Agreements”); (v) notice resignations effective as of the Closing Date of each director and officer of each Acquired Company as the Purchasers may have requested in writing prior to the Space Tenants executed by Seller in Closing Date, with exception of the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser)persons set forth on Schedule E; (vi) originals, or if originals are not available, copies a certificate in the form of Exhibit C of the Space Leases secretary or assistant secretary (which may be delivered or equivalent officer, as applicable) of each Acquired Company dated as of the Closing Date and attaching with respect to Purchasereach Acquired Company (A) the Acquired Company’s manager at charter and all amendments thereto, certified by the Premises)Secretary of State (or equivalent) of the jurisdiction of the Acquired Company’s organization not more than five business days prior to the Closing Date, (B) the Acquired Company’s bylaws (or equivalent) and all amendments thereto and (C) a certificate of good standing (or equivalent) of the Acquired Company certified by the Secretary of State (or equivalent) of the jurisdiction of the Acquired Company’s organization, where applicable, and issued not more than five business days prior to the Closing Date; (D) all resolutions of the board of directors or other authorizing body (or a duly authorized committee thereof) of the Acquired Companies relating to this Agreement and the transactions contemplated by this Agreement; and (E) incumbency and signatures of the officers of the Company executing any agreement contemplated by this Agreement; (vii) notice a receipt for the Initial Purchase Price, less the Escrow Amount, in a form reasonably satisfactory to the service contractors executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser)Purchasers; (viii) duly executed certificate of Seller an escrow agreement in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2); of Exhibit D (ix) the Transfer Tax return(s“Escrow Agreement”) executed by Seller; Sellers’ Representative and JPMorgan Chase Bank, N.A. (x) estoppel certificates dated within forty-five (45) days of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel TenantsEscrow Agent”). Such Estoppel Certificates shall be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;

Closing Deliveries. (a) A. At Closing (or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated to the contrary herein, Seller shall deliver to Purchaser or EscroweePurchaser, executed and acknowledged, as applicable: (i) i. The Deeds; ii. A general ▇▇▇▇ of sale for the Special Warranty Deed executed by Seller and acknowledged Personal Property, in the form annexed of Exhibit 8(A)(ii), conveying as more particularly set forth therein, to Purchaser all of Seller’s right, title and interest in and to the Personal Property; iii. An assignment and assumption, in the form of Exhibit 8(A)(iii), which provides for, as more particularly set forth therein, the assignment by Seller of all of Seller’s right, title and interest as landlord in and to the Leases and the assumption by Purchaser of all of Seller’s obligations as landlord under the Leases arising from and after the Closing Date (the “Assignment and Assumption of Leases”); iv. An estoppel certificate from the Condominium Board pursuant to Section 2.2.2.4 of the By-Laws (the “Condominium Estoppel”): (1) setting forth the date and amounts to which Common Charges and any additional Common Charges (including Special Assessments) have been paid, and the amount of any unpaid indebtedness owed under the Condominium Documents and (2) acknowledging that there are not, to the best knowledge of the Condominium Board, any uncured defaults or violations by any Unit owner under the Condominium Documents or specifying any defaults or violations if any are claimed; v. Executed originals of all Leases, Brokerage Agreements and Surviving Contracts, or copies thereof to the extent executed originals thereof are not in Seller’s or property manager’s possession; vi. A certification of nonforeign status, in form required by Internal Revenue Code (the “Code”) Section 1445 and the regulations issued thereunder; vii. Notice letters to the Tenants, in the form of Exhibit 8(A)(vii) (the “Tenant Notice Letters”), to be prepared by Purchaser; viii. The Tenant Estoppels (as hereinafter defined) to the extent delivered under Article 10 hereof; ix. A Real Property Transfer Tax Return with respect to the New York City Real Property Transfer Tax (the “RPT Form”); x. A New York State Real Estate Transfer Tax Return and Credit Line Mortgage Certificate with respect to the New York State Real Estate Transfer Tax (the “Form TP-584”); xi. A New York State Real Property Transfer Report Form RP-5217 NYC (the “RP-5217”); xii. A Department of Housing Preservation and Development Affidavit in Lieu of Registration Statement (the “Non-Multiple Dwelling Affidavit”); xiii. Evidence of authority, good standing (if applicable) and due authorization of Seller to enter into the within transaction and to perform all of its obligations hereunder, including, without limitation, the execution and delivery of all of the closing documents required by this Agreement, and setting forth such additional facts, if any, as may be needed to show that the transaction is duly authorized and is in conformity with Seller’s organizational documents and applicable laws and to enable the Title Insurer to omit all exceptions regarding Seller’s standing, authority and authorization; xiv. To the extent in Seller’s or its property manager’s possession or control (a) those transferable licenses and permits, authorizations and approvals pertaining to the Premises which are not posted at the Premises, and (b) all transferable guarantees and warranties which Seller has received in connection with any work or services performed or equipment installed in and improvements to the Premises; xv. To the extent available at Closing, documentation as reasonably required by the Purchaser to calculate the Overage Rent due and owing after the Closing or if not available then Seller will deliver same within a reasonable time following the Closing; xvi. A title affidavit in substantially the form attached hereto as Exhibit 18(A)(xvi) (the “Title Affidavit”); xvii. A closing statement (iithe “Closing Statement”); xviii. Keys to locks at the Property in the possession or control of Seller or its property manager; and xix. The Tenant Deposits (hereinafter defined) the Assignment of the Space Leases executed held by Seller in the form annexed hereto as Exhibit 2; of cash, at Seller’s option, either (iiii) the Assignment of the Service Contracts (and any permitted replacements or renewals thereof) executed by Seller in the form annexed hereto of a cashier’s check issued by a bank reasonably acceptable to Purchaser, or (ii) as Exhibit 3; (iv) part of an adjustment to the Assignment of Licenses, Permits, Guarantees and Warranties executed by Seller Purchase Price. In the event one or more Tenant Deposits are in the form annexed hereto as Exhibit 4; of a letter of credit, then Seller shall deliver at Closing (v) notice subject to the Space Tenants executed by Seller in following sentence) the form annexed hereto as Exhibit 5 original letter(s) of credit with all amendments thereto (which will collectively, the “Letters of Credit”), together with documentation sufficient to cause the Letters of Credit to be delivered transferred or assigned to Purchaser, or, with respect to any of the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (vi) originals, or if originals Letters of Credit that are not availabletransferable, copies replaced, upon approval thereof by the issuer of the Space Leases (which may letter(s) of credit. Seller shall use commercially reasonable efforts to cause the Letters of Credit that are not transferable to be delivered re-issued to Purchaser promptly following the Closing Date, it being understood that the re-issuance of such Letters of Credit shall not be a condition precedent to Purchaser’s manager obligation hereunder. Any fees levied by the issuer of any of the Letters of Credit shall be paid by Purchaser, which obligation shall survive the Closing as to those non-transferable Letters of Credits which are not transferred to Purchaser at the PremisesClosing (collectively, the “Non-Transferable Letters of Credit”); (vii) notice . Seller shall cooperate with Purchaser post-closing to transfer the Non-Transferable Letters of Credit, and until the Non-Transferable Letters of Credit shall be transferred to Purchaser or replaced, as aforesaid, Purchaser may request Seller to draw upon the same and deliver the proceeds to Purchaser or return the same to the service contractors executed by applicable Tenant, in each case upon Purchaser’s written instruction, and Purchaser shall indemnify, defend and hold Seller in the form annexed hereto as Exhibit 6 (which will be delivered harmless from any liability, claims, actions, actual damages, judgments, penalties, actual costs, and reasonable expenses, including reasonable attorneys’ fees, related to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (viii) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2); (ix) the Transfer Tax return(s) executed any claims arising from any such draw by Seller; xx. An assignment and assumption, in the form of Exhibit 8(A)(xx), which provides for, as more particularly set forth therein, the assignment by Seller of all of Seller’s right, title and interest in and to the Surviving Contracts and the assumption by Purchaser of all of Seller’s obligations under the Surviving Contracts arising from and after the Closing Date (xthe “Assignment and Assumption of Surviving Contracts”); xxi. A Form 1099-S Statement for Recipient of Proceeds from Real Estate Transaction; xxii. The No-Action Letter (hereinafter defined); xxiii. Any SNDAs, if obtained pursuant to Section 10(B) estoppel certificates dated within forty-five (45) days hereunder; and xxiv. Such other instruments or documents that by the terms of this Agreement are to be delivered by Seller at Closing or that may be reasonably necessary to effect the consummation of the date originally scheduled for Closing (each an “Estoppel Certificate” transactions which are the subject of this Agreement. B. At the Closing, Purchaser shall deliver to Seller, executed and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) acknowledged, as applicable: i. The balance of the leased area Purchase Price (i.e., the Purchase Price, less the Deposit and the interest earned thereon) and all other amounts payable by Purchaser to Seller at the Closing pursuant to this Agreement; ii. The Assignment and Assumption of Leases; iii. The Tenant Notice Letters; iv. The RPT Form; v. The RP-5217; vi. The Form TP-584; vii. The Assignment and Assumption of Surviving Contracts; viii. Evidence of authority, good standing (if applicable) and due authorization of Purchaser to enter into the within transaction and to perform all of its obligations hereunder, including, without limitation, the execution and delivery of all of the Premises (“Estoppel Tenants”)closing documents required by this Agreement, and setting forth such additional facts, if any, as may be needed to show that the transaction is duly authorized and is in conformity with Purchaser’s organizational documents and applicable laws; ix. The Closing Statement; and x. Such Estoppel Certificates other instruments or documents that by the terms of this Agreement are to be delivered by Purchaser at Closing or that may be reasonably necessary to effect the consummation of the transactions which are the subject of this Agreement. C. Subject to Section 16(D) hereof, the acceptance of the Deeds by Purchaser shall be deemed to be full performance of, and discharge of, every agreement and obligation on Seller’s part to be performed under this Agreement, except for such matters which are expressly stated in form this Agreement to survive the Closing, to the limit of such survival, and substance which do not vary materially any ongoing obligations under the agreements and instruments of assignment delivered at Closing. D. Seller shall cooperate with Purchaser, at no out-of-pocket cost to Seller, to request reliance letters from IVI Assessment Services, Inc. with respect to the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) orPhase I Environmental Site Assessment and the Property Condition Report, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificateeach dated May 2, the form provided or allowed by such Space Tenant and/or Space Lease2013; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in failure of Purchaser to obtain any form delivered such reliance letters shall not constitute a default by Seller under this Agreement or have any consequence to Seller by under this Agreement, and the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser delivery of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but reliance letters shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver condition to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at consummate the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;.

Closing Deliveries. (a) At A. On the Closing (or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated to the contrary hereinDate, Seller shall deliver the following in escrow to Purchaser or Escroweethe title company conducting the Closing: (i) the Special Warranty Deed executed by Seller i. Executed and acknowledged Deed in the form annexed attached as Exhibit H. ii. Executed Bill of Sale conveying all personal property purchased hereunder in the form attached hereto as Exhibit 1;I. (ii) the iii. Executed and acknowledged Assignment of the Space Leases executed by Seller and Assumption Agreement in the form annexed hereto attached as Exhibit 2;J, and the original executed copy of each Lease and all amendments thereto. (iii) iv. An executed Section 1445 Affidavit. Seller hereby agrees to indemnify and hold Purchaser harmless from and against all costs, losses, expenses, claims, liability, actions and causes of action arising out of or in any way related to the Assignment falsity of the Service Contracts Section 1445 Affidavit. v. Executed “owner’s affidavit” and gap indemnity, in form reasonably acceptable to Purchaser, Seller and the title insurer and sufficient for the title insurer to delete any exceptions for (a) mechanics’ or materialmen’s liens arising from work at the Property which is the responsibility of Seller hereunder, (b) parties in possession, other than tenants as tenants only, and any permitted replacements or renewals thereof(c) executed by Seller matters not shown in the form annexed hereto as Exhibit 3;public records. (iv) vi. Copies of the Assignment of Licenses, Permits, Guarantees and Warranties executed by Seller in Tenant Estoppels. vii. To the form annexed hereto as Exhibit 4; (v) notice to the Space Tenants executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (vi) originals, or if originals are extent not availablepreviously delivered, copies of all Tenant files maintained by the Space Leases Seller. viii. A letter to the tenants (which joined in by Purchaser) advising the tenants of the sale and the change in ownership. ix. Executed and acknowledged as appropriate, all additional documents that may be delivered necessary or appropriate to carry out the provisions of this Agreement. x. To the extent not previously delivered, maintenance records, keys and operating manuals that Seller has in its possession or control pertaining to the ownership, operation or maintenance of the Property. xi. Evidence reasonably sufficient to satisfy Purchaser’s manager at the Premises); (vii) notice to the service contractors executed by title company that Seller in the form annexed hereto is duly organized and, as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (viii) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2); (ix) the Transfer Tax return(s) executed by Seller; (x) estoppel certificates dated within forty-five (45) days of the date originally scheduled of Closing, validly existing in the state of its formation, and that all actions have been taken by Seller which are necessary to duly authorize Seller (and its attorneys in fact) to consummate the transactions contemplated by this Agreement. xii. An updated Rent Roll for Closing the Property, certified by Seller. xiii. A certification addressed to Purchaser and for its benefit (in form reasonably satisfactory to Purchaser) that all of Seller’s representations, covenants and warranties are each an “Estoppel Certificate” true, correct and collectively the “Estoppel Certificates”) from (i) complete in all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) material respects as of the leased area date of Closing. xiv. An executed settlement statement prepared by ▇▇▇▇▇▇ Agent. B. On the Premises (“Estoppel Tenants”). Such Estoppel Certificates Closing date, ▇▇▇▇▇▇▇▇▇ shall be deliver the following in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing escrow to the contrary, if title company conducting the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction Closing: i. The full amount of the Purchase Price specified herein in cash or immediately available federal funds, together with or less any net adjustments due Seller as herein provided and without any liability payment of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known all costs payable by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure terms hereof. ii. Executed Assignment and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, Assumption Agreement specified in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2Section 13.A(iii) above. iii. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of An executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;settlement statement prepared by ▇▇▇▇▇▇ Agent.

Closing Deliveries. (a) At Closing (or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated to the contrary herein, Seller shall deliver to Purchaser or EscroweeBuyer the following: (i) An assignment and assumption of membership interest conveying one hundred percent (100%) of the Special Warranty Deed executed by Seller membership interest in the SPE to Buyer, or its nominee, free and acknowledged clear of all liens, claims and encumbrances, substantially in the form annexed attached hereto as Exhibit 1“E”; (ii) the Assignment An assignment and assumption of the Space Leases executed by and security deposits from Seller to Buyer, or its nominee, substantially in the form annexed hereto attached as Exhibit 2“F” hereto and made a part hereof; (iii) An affidavit by Seller stating that it (or the Assignment Transferor of the Service Contracts (property as required by the Internal Revenue Code of 1986, as amended) is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended, and any permitted replacements or renewals thereof) executed by Seller in the form annexed hereto as Exhibit 3regulations issued thereunder; (iv) Original executed counterparts of the Assignment of LicensesLeases, Permitsor, Guarantees and Warranties executed if unavailable, photocopies thereof certified by Seller in to the form annexed hereto best of its knowledge as Exhibit 4true, correct and complete photocopies thereof; (v) notice Form 1099 or a document enabling Buyer to provide information concerning the gross proceeds of sale of this transaction to the Space Tenants executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser)Internal Revenue Service; (vi) originals, or if originals are not available, copies A tenant notice letter to each Tenant from Seller notifying the Tenants of the Space Leases (which may be delivered transfer of ownership to Purchaser’s manager at Buyer and the Premises)place to pay rentals; (vii) notice Documentation as reasonably required to establish the service contractors executed due authority of Seller to sell the Property and Seller’s delivery of the documents required to be delivered by Seller in the form annexed hereto as Exhibit 6 (which will be delivered pursuant to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser)this Agreement; (viii) A closing statement between Seller and Buyer, duly executed certificate of Seller in by Seller, setting forth the applicable form set forth in Treasury Regulations §1.1445-2(b)(2)prorations and adjustments to the Purchase Price respecting the Property to be made pursuant to this Agreement; (ix) Such other documents as may be reasonably required by this Agreement or by the Transfer Tax return(s) executed Title Company to effectuate the Closing in accordance with the terms and conditions of this Agreement, including any title affidavits that the Title Company shall reasonably require in order to insure title to the Property in Buyer or its nominee in the form required to be delivered by SellerSeller under this Agreement; (x) estoppel certificates dated within forty-five (45) days A management agreement between Buyer and Seller providing for Seller to continue to operate, manage, repair, maintain and insure the common areas of the date originally scheduled for Closing Properties as an integrated part of the Aircenter, pursuant to the provisions of Article 17 below; (each an “Estoppel Certificate” xi) An amendment to the existing Declaration pursuant to the provisions of Article 19 below; (xii) A reaffirmation of Seller’s representations and collectively warranties; (xiii) Such disclosures and reports as are required by applicable law in connection with the “Estoppel Certificates”operation or transfer of the Properties; (xiv) from The Signage Easement (see Section 20 below); (xv) Confirmation of the resignation of all persons then holding managing, officer, director, or other governing positions in the SPE; and (xvi) Cost Sharing Agreement substantially in the form attached hereto as Exhibit I. (b) At Closing, Buyer shall deliver to Seller the following: (i) all Major Tenants The Purchase Price, adjusted for apportionments under Article 11 and any other adjustments required under the express provisions of this Agreement, and any other costs and expenses required to be paid by Buyer to Seller under this Agreement; (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent The documents described in Section 10(a) (80%i), (ii), (viii), (ix), (x), (xi) and (xiv), duly executed and acknowledged by Buyer; (iii) Documentation as reasonably required to establish the due authority of Buyer in acquiring the Property and Buyer's delivery of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall documents required to be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object Buyer pursuant to this Section 9.3(a)(xAgreement; and (iv) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to Such other documents as may be reasonably required by this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising Agreement or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed Title Company to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn effectuate the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval terms and conditions of the Estoppel Certificates;this Agreement.

Closing Deliveries. (a) At Closing (or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated to the contrary herein, Seller shall deliver to Purchaser or EscroweeBuyer: (i) A ▇▇▇▇ of Sale transferring the Special Warranty Deed executed Intellectual Property Assets to Buyer, free and clear of all Encumbrances except as expressly assumed by Seller Buyer and acknowledged in the form annexed hereto as Exhibit 1described on EXHIBIT B; (ii) An Assignment Agreement assigning to Buyer the Assignment Contracts, free and clear of the Space Leases executed all Encumbrances except as expressly assumed by Seller in the form annexed hereto as Exhibit 2Buyer and described on EXHIBIT B; (iii) the Assignment of the Service Contracts (Complete and any permitted replacements or renewals thereof) executed by Seller in the form annexed hereto as Exhibit 3accurate Disclosure Schedules; (iv) the Assignment of LicensesAn executed Asset Purchase Agreement, Permits, Guarantees and Warranties executed by Seller acceptable to Buyer in the form annexed hereto as Exhibit 4its discretion; (v) notice An executed Deed of Restraint of Trade, acceptable to the Space Tenants executed by Seller Buyer in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser)discretion; (vi) originalsSuch other documents, including certificates of independent legal advice and appropriate statutory declarations, as may be required by this Agreement or the Asset Purchase Agreement, or if originals are not available, copies of reasonably requested by Buyer to carry out the Space Leases (which may be delivered to Purchaser’s manager at the Premises);transactions contemplated hereby or thereby; and (vii) notice to Possession of the service contractors executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser);Intellectual Property Assets. (viiib) duly executed certificate of Seller in At the applicable form set forth in Treasury Regulations §1.1445-2(b)(2);Closing, Buyer shall deliver to Seller: (ix) the Transfer Tax return(s) executed by Seller; (x) estoppel certificates dated within forty-five (45) days of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) The amount of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Fifty Five Thousand Dollars ($500,000555,000) to cure and if Seller agrees to escrow at Closing sufficient in the form of cash, certified funds or wire transferred funds, with the transfer of such funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations be initiated by Buyer within twenty-four hours of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and ; (ii) one An executed Asset Purchase Agreement, acceptable to Buyer in its discretion; (1iii) Business Day before An Assignment Agreement accepting assignment to Buyer of all Seller's rights under the Contracts and assuming the obligations arising under the Contracts to be performed after the Closing Date; and (iv) Such other documents, of Purchaser’s permitted objections including officers' certificates, as may be required by this Agreement or the Asset Purchase Agreement, or as reasonably requested by Seller to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with carry out the preceding sentence shall be deemed its approval of the Estoppel Certificates;transactions contemplated hereby or thereby.

Closing Deliveries. (a) At Closing (or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated Veracyte shall deliver, or cause to be delivered, to NanoString the contrary herein, Seller shall deliver to Purchaser or Escroweefollowing: (i) the Special Warranty Deed executed Cash Consideration, by Seller and acknowledged wire transfer(s) of immediately available funds to one or more bank accounts designated in writing by NanoString (such designation to be made by NanoString at least two (2) business days prior to the form annexed hereto as Exhibit 1Closing Date); (ii) irrevocable instructions to Veracyte’s transfer agent instructing it to issue a stock certificate (or book entry entitlement) representing the Assignment of the Space Leases executed by Seller Equity Consideration in the form annexed hereto as Exhibit 2name of NanoString; (iii) evidence reasonably satisfactory to NanoString that the Assignment Equity Consideration has been authorized for listing (subject to notice of issuance) on the Service Contracts (and any permitted replacements or renewals thereof) executed by Seller in the form annexed hereto as Exhibit 3Nasdaq Global Market; (iv) the Assignment of LicensesService and Supply Agreements and Transition Services Agreement, Permits, Guarantees and Warranties duly executed by Seller in the form annexed hereto Veracyte and any of Veracyte’s Subsidiaries named as Exhibit 4a party thereto; (v) notice to the Space Tenants Assignment and Assumption Agreement and ▇▇▇▇ of Sale for the Purchased Assets and the Assumed Liabilities, in substantially the form attached as Exhibit C hereto (the “Assignment Agreement and ▇▇▇▇ of Sale”), duly executed by Seller in the form annexed hereto Veracyte and any of Veracyte’s Subsidiaries named as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser);a party thereto; and (vi) originalsto the extent applicable, with respect to jurisdictions outside the United States in which the Purchased Assets or Assumed Liabilities are located, counterparts of each asset purchase agreement, ▇▇▇▇ of sale, certificate of title, deed, assignment or other agreement or instrument of transfer (in a form that is consistent with the terms and conditions of this Agreement, the Assignment Agreement and ▇▇▇▇ of Sale and otherwise customary in such jurisdiction) as the Parties mutually and reasonably agree are reasonably necessary or appropriate to effect the sale and transfer of the Purchased Assets or the assumption of the Assumed Liabilities pursuant to this Agreement (collectively, the “Foreign Closing Documents”), in each case, duly executed by Veracyte or any of Veracyte’s Subsidiaries named as a party thereto. (b) At the Closing, NanoString shall deliver, or if originals are not availablecause to be delivered, copies to Veracyte the following: (i) the Service and Supply Agreements and Transition Services Agreement, duly executed by NanoString and each Subsidiary of the Space Leases (which may be delivered to Purchaser’s manager at the Premises)NanoString named as a party thereto; (viiii) notice to a counterpart of the service contractors Assignment Agreement and ▇▇▇▇ of Sale, duly executed by Seller in the form annexed hereto NanoString and each Subsidiary of NanoString named as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser)a party thereto; (viiiiii) evidence satisfactory to Veracyte of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Transactions or any other transaction contemplated by this Agreement under the contracts listed or described on Schedule 2.8(b)(iii)(A) hereto, (B) the termination of each of the contracts of NanoString listed or described on Schedule 2.8(b)(iii)(B) hereto, and (C) the amendment of each of the contracts of NanoString listed or described on Schedule 2.8(b)(iii)(C) hereto in the manner described on such Schedule with respect to each such contract; (iv) evidence reasonably satisfactory to Veracyte that all Liens on the Purchased Assets set forth on Schedule 2.8(b)(iv) shall have been released prior to or shall be released simultaneously with the Closing; (v) to the extent applicable, counterparts of the Foreign Closing Documents, duly executed by NanoString or each Subsidiary of NanoString named as a party thereto; and (vi) (A) from NanoString and each Subsidiary of NanoString that sells, transfers or assigns (or is treated as selling, transferring or assigning, for U.S. federal income tax purposes) any Purchased Assets or Assumed Liabilities and that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Code), a duly executed certificate of Seller non-foreign status, substantially in the applicable form of the sample certification set forth in Treasury Regulations §Section 1.1445-2(b)(2); 2(b)(2)(iv) (ixB) the Transfer Tax return(s) executed by Seller; and (x) estoppel certificates dated within forty-five (45) days of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”B) from each Subsidiary of NanoString that sells, transfers or assigns (ior is treated as selling, transferring or assigning, for U.S. federal income tax purposes) all Major Tenants any Purchased Assets or Assumed Liabilities and that is not a “United States person” (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%as such term is defined in Section 7701(a)(30) of the leased area of the Premises (“Estoppel Tenants”Code). Such Estoppel Certificates shall be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing duly executed certificate to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for effect that no such asset is a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel DefaultUnited States real property interest.”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;

Closing Deliveries. Seller and/or Owner, as applicable, shall have delivered to PRGI each of the following, together with any additional items which PRGI may reasonably request to effect the transactions contemplated herein: (a) At Closing possession of the Purchased Assets; (or within five (5b) Business Days thereafter a certified copy of the corporate resolutions of the directors of Seller and of Owner authorizing the transactions contemplated herein and the execution, delivery and performance of the RCI Agreement, this Agreement and the other Seller Transaction Documents, together with an incumbency certificate with respect to delivery officers of items Seller executing documents or instruments on behalf of Seller; (c) intentionally omitted; (d) the Bill ▇▇ Sale, the Assignment and Assumption Agreement and the other than documents instruments of transfer as shall be reasonably required by PRGI for the transfer to PRGI of all of Seller's right, title and interest to the Purchased Assets free and clear of all claims, liens, encumbrances, security interests and similar interests of any kind or nature whatsoever, including, without limitation, releases of any and all such claims, liens, encumbrances, security interests and similar interests with respect to the Purchased Assets; (e) the Indemnity Escrow Agreement, duly executed by the Seller, Owner and the Representative, as nominee and attorney-in-fact of Seller and Owner, together with blank stock powers, duly executed by the Representative with medallion level signature guarantee; (f) the Noncompetition and Nonsolicitation Agreements duly executed by Seller in connection with the Closing)and Owner; (g) written Seller Consents from all parties, unless expressly stated whose consent to the contrary herein, transactions contemplated herein is required; (h) an opinion of counsel to Seller shall deliver to Purchaser or Escrowee:and Owner substantially in the form of Exhibit 4.6(h) attached hereto; (i) the Special Warranty Deed offer letter for employment of the Principal, duly executed by the Principal; (j) the Nonqualified Stock Option Agreement for the Principal, duly executed by the Principal: (k) the Lock-up Agreements, duly executed by Seller, Owner and the Representative; (l) intentionally omitted; (m) if applicable, the spousal consents, referred to in the RCI Agreement, duly executed by the spouses of Owner; (n) if applicable, Forms UCC-3, duly executed by each secured lender of Seller, releasing all liens on the Purchased Assets; (o) a release of RBA and the Other Sellers in substantially the form of Exhibit 4.6(o) attached hereto, duly executed by Seller and acknowledged in the form annexed hereto as Exhibit 1Owner; (iip) a Closing Escrow Agreement, duly executed by Seller, Owner and the Assignment of the Space Leases Representative; (q) a Closing Statement, duly executed by Seller in the form annexed hereto as Exhibit 2;and Owner; and (iiir) any other documents or agreements contemplated hereby and/or necessary or appropriate to consummate the Assignment of the Service Contracts (and any permitted replacements or renewals thereof) executed by Seller in the form annexed hereto as Exhibit 3; (iv) the Assignment of Licenses, Permits, Guarantees and Warranties executed by Seller in the form annexed hereto as Exhibit 4; (v) notice to the Space Tenants executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (vi) originals, or if originals are not available, copies of the Space Leases (which may be delivered to Purchaser’s manager at the Premises); (vii) notice to the service contractors executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (viii) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2); (ix) the Transfer Tax return(s) executed by Seller; (x) estoppel certificates dated within forty-five (45) days of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;transactions contemplated hereby.

Closing Deliveries. (a) At Closing (or within five (5) Business Days thereafter with respect Administrative Agent received each of the following documents, instruments and agreements, in such counterparts as are acceptable to delivery Administrative Agent and each Bank and each of items other than documents executed by Seller in connection with the Closing)which is, unless expressly stated to otherwise indicated, dated the contrary herein, Seller shall deliver to Purchaser or EscroweeClosing Date: (i) a Note payable to the Special Warranty Deed order of each Bank, each in the amount of such Bank's Commitment, duly executed by Seller and acknowledged in the form annexed hereto as Exhibit 1Borrower; (ii) the Assignment Amended and Restated Pledge Agreement duly executed and delivered by Borrower together with (A) certificates of interests evidencing all of the Space Leases outstanding membership interests of Spanish Peaks owned by Borrower, duly endorsed for transfer to Administrative Agent, or such other duly executed assignments of such membership interests as are acceptable to Administrative Agent, Banks or their counsel, and (B) such UCC-1 financing statements and UCC-3 amendments and assignments executed by Seller in Borrower and Existing Bank, as Administrative Agent shall request to confirm, evidence and perfect the form annexed hereto as Exhibit 2Liens granted pursuant to such Amended and Restated Pledge Agreement; (iii) the Assignment of Assignments and Amendments to Mortgages duly executed and delivered by Borrower and Existing Bank together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-3 amendments and assignments, in form and substance satisfactory to Administrative Agent, to properly assign and convey to Administrative Agent the Service Contracts (and any permitted replacements or renewals thereof) executed by Seller in the form annexed hereto as Exhibit 3Existing Mortgages; (iv) the Assignment of LicensesMortgages to be executed on the Closing Date pursuant to Section 6.1, Permitsduly executed and delivered by Borrower, Guarantees together with such other assignments, conveyances, amendments, agreements and Warranties executed by Seller other writings, including, without limitation, UCC-1 financing statements in the form annexed hereto as Exhibit 4and substance satisfactory to Administrative Agent; (v) notice to the Space Tenants executed by Seller a Certificate of Ownership Interests substantially in the form annexed hereto as of Exhibit 5 (which will be I, duly executed and delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser)an Authorized Officer of Borrower; (vi) originalsan opinion of Morris, or if originals are not availableLaing, copies of the Space Leases (which may be delivered Evan▇, ▇▇▇▇▇ & ▇enn▇▇▇, counsel for Borrower, in form and substance satisfactory to Purchaser’s manager at the Premises)Administrative Agent; (vii) notice an opinion of Thom▇▇▇▇ & ▇night, P.C., special Delaware corporate counsel for Borrower, in form and substance satisfactory to the service contractors executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser)Administrative Agent; (viii) duly executed certificate an opinion of Seller Prui▇▇, ▇▇sh▇▇ & ▇ach▇▇▇▇, ▇▇ecial Utah counsel for Borrower, favorably opining as to the enforceability of the Mortgages in the applicable Utah and otherwise in form set forth in Treasury Regulations §1.1445-2(b)(2)and substance satisfactory to Administrative Agent; (ix) an opinion of Bjor▇, ▇▇▇▇▇▇▇ & ▇ani▇▇▇▇▇, ▇.C., special Colorado counsel for Borrower, favorably opining as to the Transfer Tax return(s) executed by Sellerenforceability of the Mortgages in Colorado and otherwise in form and substance satisfactory to Administrative Agent; (x) estoppel certificates dated within forty-five a certificate signed by an Authorized Officer of Borrower stating that (45a) days the representations and warranties contained in this Agreement and the other Loan Documents are true and correct in all respects, and (b) no Default or Event of the date originally scheduled for Closing Default has occurred and is continuing, and (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (ic) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as conditions set forth in this Section 9.3(a)(x)). Notwithstanding 7.1 and Section 7.2 have been satisfied; (xi) a copy of each Merger Document, together with a certificate executed by an Authorized Officer of Borrower certifying that such copies are accurate and complete and represent the foregoing to complete understanding and agreement of the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred parties with respect to Anna’s Linens Space Tenant the subject matter thereof; (e.g. a receiver or trustee is appointed to take possession xii) copies of its assetsthe Merger Certificate filed with the Kansas and Delaware Secretaries of State (as applicable), an assignment is made for the benefit of its creditorstogether with such certificates, affidavits or other judicial seizure of its assets occurs)instruments suitable for recording same in the applicable counties and offices in Colorado, then Anna’s Linens Space Tenant (Kansas, Texas and Utah, certifying or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, otherwise evidencing that such copies are accurate and (y) when calculating the total leased area complete copies of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Merger Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificatesso filed;

Closing Deliveries. (a1) At Closing the Time of Closing: (1) FUR shall pay the aggregate Purchase Price (the "Aggregate Purchase Price") for the Purchased Shares by delivery to Investco on behalf of the Vendors of a certified cheque or within five bank draft in immediately available Canadian funds in the amount of the Aggregate Purchase Price; and (52) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated to the contrary herein, Seller each Vendor shall deliver to Purchaser or EscroweeFUR: (i1) the Special Warranty Deed executed by Seller and acknowledged an acknowledgement in the form annexed hereto as Exhibit 1; (ii) the Assignment writing of the Space Leases executed receipt by Seller in the form annexed hereto as Exhibit 2; (iiiInvestco of any payment made pursuant to Section 4.3(a)(i) the Assignment of the Service Contracts (and any permitted replacements or renewals thereof) executed by Seller in the form annexed hereto as Exhibit 3; (iv) the Assignment of Licenses, Permits, Guarantees and Warranties executed by Seller in the form annexed hereto as Exhibit 4; (v) notice to the Space Tenants executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (vi) originals, or if originals are not available, copies of the Space Leases (which may be delivered to Purchaser’s manager at the Premises); (vii) notice to the service contractors executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (viii) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2); (ix) the Transfer Tax return(s) executed by Seller; (x) estoppel certificates dated within forty-five (45) days of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s such delivery obligation with respect to Investco constitutes good delivery to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction Vendor of the Purchase Price for the Purchased Shares being sold by such Vendor; (2) a representation and without warranty in writing from such Vendor that the Vendor is then the registered and beneficial owner of the Purchased Shares to be sold by it at the Time of Closing, free and clear of any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenantlien, in the event any Estoppel Certificate shall claim a default (a claim of default charge, pledge, encumbrance, security interest, call, option or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior adverse claim, except to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to extent the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract same exists pursuant to the preceding sentenceprovisions of this Agreement or the Deposit Agreement; and (3) a representation and warranty in writing from such Vendor that it is not a non-resident of Canada within the meaning of the Tax Act or, if in lieu thereof, (I) a certificate obtained under section 116 of the Tax Act with a "certificate limit" not less than the Purchase Price of the Purchased Shares being sold by such Vendor or (II) a direction in writing by such Vendor to FUR to withhold from such Purchase Price any amount required to be withheld under the Tax Act and any applicable provincial tax statute in respect of the sale of the Purchased Shares by such Vendor; (3) at the time that each Vendor is required to deliver to FUR an acknowledgement in writing as described in Section 4.3(a)(ii)(A), Investco shall deliver to the Depositary (with an original executed copy being delivered to FUR) either: (1) Purchaser fails to terminate this Contract as provided confirmation in writing that Investco has received the Aggregate Purchase Price for above, or the Purchased Shares; or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars an irrevocable direction to the Depositary to the effect that the Depositary shall thereafter hold the Purchased Shares solely for and on behalf of FUR; and ($500,0004) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closingtime that each Vendor is required to deliver to FUR an acknowledgement in writing as described in Section 4.3(a)(ii)(A), accept such Estoppel Certificate subject to such Estoppel Default without any reduction of if at that time the Purchase Price. Subsequent conditions to the Closingautomatic termination of this Agreement as set out in Section 10.8(b) have been satisfied, Seller may Investco shall deliver to the Trustee (with an Estoppel Certificate confirming original executed copy being delivered to FUR) written notice to the effect that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection this Agreement has been terminated in accordance with its terms. (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon From and after the date which is of the earlier delivery of (i) five (5) Business Days following Purchaser’s receipt such Immediate Put Notice, and even though the certificates representing the Purchased Shares may not have been delivered to FUR, the purchase and sale of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence Purchased Shares shall be deemed its approval to have been completed and all right, title, benefit and interest in and to the Purchased Shares shall be conclusively deemed to have been transferred and assigned to and become vested in FUR, in each case as at the date of the Estoppel Certificates;Immediate Put Event, and all right, title, benefit and interest of each Vendor or of any pledgee, transferee or other person claiming any interest therein or thereto through any Vendor shall cease, except that the Vendors shall retain a security interest in the Purchased Shares until the receipt by Investco of the full amount of the Aggregate Purchase Price.

Closing Deliveries. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) At Closing (or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated to the contrary herein, Seller shall deliver to Purchaser or EscroweeBuyer: (i) the Special Warranty Deed executed by Seller and acknowledged a bill of sale in the form annexed attached hereto as Exhibit 1C (the “Bill of Sale”), duly executed by ▇▇▇▇▇▇; (ii) the Assignment of the Space Leases executed by Seller an assignment and assumption agreement in the form annexed attached hereto as Exhibit 2D (the “Assignment and Assumption Agreement”), duly executed by Seller; (iii) the Assignment evidence, in a form reasonably acceptable to Buyer, of the Service Contracts (and any permitted replacements or renewals thereof) executed by Seller in release of all Liens on the form annexed hereto as Exhibit 3Assets; (iv) the Assignment of Licensesa properly completed IRS Form W-9, Permits, Guarantees and Warranties duly executed by Seller in the form annexed hereto as Exhibit 4▇▇▇▇▇▇; (v) notice each consent identified in Schedule 2.2(a)(v), in a form reasonably acceptable to the Space Tenants executed by Seller Buyer, which shall be in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller full force and Purchaser)effect; (vi) originals, or if originals are not available, true and complete copies of all resolutions adopted by the Space Leases (which may be delivered members and managers of Seller as necessary to Purchaser’s manager at authorize the Premises)execution, delivery and performance of this Agreement and the Transaction Documents, and the consummation of the transactions contemplated hereby or thereby, as applicable and specifying the names and signatures of Seller authorized to sign this Agreement and the Transaction Documents; (vii) notice a counterpart to a transition services agreement, by and among Buyer, Seller and Parent (the service contractors “Transition Services Agreement”), in the form attached hereto as Exhibit E, duly executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser)Parent; (viii) an intellectual property assignment agreement in the form attached hereto as Exhibit F, duly executed certificate of Seller in by CVG Management Corporation (the applicable form set forth in Treasury Regulations §1.1445-2(b)(2“IP Assignment”); (ix) the Transfer Tax return(s) executed certificate of formation and all amendments thereto of Seller, duly certified as of a recent date by Sellerthe Secretary of State of the State of Delaware; (x) estoppel certificates dated within forty-five a good standing certificate of Seller as of a recent date from the Secretary of State of each state that Seller is organized or qualified to do business; and (45xi) days of a sublease agreement in the date originally scheduled for Closing form attached hereto as Exhibit G (each an “Estoppel Certificate” and collectively the “Estoppel CertificatesSublease”), duly executed by ▇▇▇▇▇▇. (b) from Buyer shall deliver to Seller: (i) all Major Tenants and The Cash Consideration in immediately available funds by wire transfer to an account specified by Seller in a writing delivered to Buyer at least two (2) business days prior to the Closing Date; (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent the Seller Note, duly executed by ▇▇▇▇▇; (80%iii) a counterpart of the leased area Assignment and Assumption Agreement, duly executed by ▇▇▇▇▇; (iv) a counterpart to the Transition Services Agreement, duly executed by ▇▇▇▇▇; and (v) a counterpart to the IP Assignment, duly executed by DIYA STACC, LLC; (vi) true and complete copies of all resolutions adopted by the board of directors of Buyer as necessary to authorize the execution, delivery and performance of this Agreement and the Transaction Documents, and the consummation of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) ortransactions contemplated hereby or thereby, as applicable and specifying the names and signatures of Buyer authorized to any Space Tenant and/or Space Lease providing for or allowing sign this Agreement and the Transaction Documents; and (vii) a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing counterpart to the contrarySublease, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed duly executed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;▇▇▇▇▇.

Closing Deliveries. 6.2.1 At the Closing, Transferor shall deliver, or cause to be delivered, to Acquiror: (a) At Closing A fully executed ▇▇▇▇ of Sale and Assignment and Assumption in the form of Exhibit C to this Agreement (or within five (5the "▇▇▇▇ of Sale") Business Days thereafter with respect conveying to delivery of items other than documents executed Acquiror all personal property to be acquired by Seller in connection with the Closing), unless expressly stated Acquiror pursuant to the contrary herein, Seller shall deliver to Purchaser or Escrowee: this Agreement and providing for (i) the Special Warranty Deed executed by Seller assignment to Acquiror of the contract rights, and acknowledged all other intangible personal property included in the form annexed hereto as Exhibit 1; (ii) the Assignment of the Space Leases executed by Seller assets used in the form annexed hereto as Exhibit 2; (iii) the Assignment of the Service Contracts (and any permitted replacements or renewals thereof) executed by Seller in the form annexed hereto as Exhibit 3; (iv) the Assignment of Licenses, Permits, Guarantees and Warranties executed by Seller in the form annexed hereto as Exhibit 4; (v) notice to the Space Tenants executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (vi) originals, or if originals are not available, copies of the Space Leases (which may be delivered to Purchaser’s manager at the Premises); (vii) notice to the service contractors executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (viii) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2); (ix) the Transfer Tax return(s) executed by Seller; (x) estoppel certificates dated within forty-five (45) days of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants Business and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) Acquiror's assumption of the leased area Assumed Liabilities; (b) A Certificate of an officer of Transferor (i) certifying to the attached resolutions of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be in form board of directors and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contraryshareholders, if the required Estoppel Certificates cannot be timely deliveredboard of directors deems it necessary, Seller mayof Transferor authorizing this transaction, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one attesting to the incumbency of the authorized officers of Transferor executing this Agreement and the Transferor's closing documents; (1c) Business Day before A duly authorized and executed Release Agreement required by Section 8.1.1; (d) A Certificate of an authorized officer of the Closing DateTransferor certifying as to the accuracy of the Transferor's representations and warranties under Section 7.1; (e) All Consents necessary to permit Transferor to transfer the Purchased Assets to Acquiror; and (f) All necessary documents to transfer and assign any Intellectual Property which is being transferred pursuant to this Agreement; and (g) all of the books and records of Transferor. 6.2.2 At the Closing, Acquiror shall deliver, or cause to be delivered, to Transferor: (a) A counterpart copy of Purchaser’s permitted objections the ▇▇▇▇ of Sale, executed by Acquiror; (b) A Certificate of an authorized officer of Acquiror (i) certifying attached resolutions of the boards of directors and shareholders of Acquiror authorizing this transaction, and (ii) attesting to any such Estoppel Certificates. Purchaser’s failure the incumbency of the authorized officer of Acquiror executing this Agreement and the Acquiror's closing documents; (c) A duly authorized and executed Release Agreement as required by Section 8.1.1; (d) A Certificate of an authorized officer of the Acquiror certifying as to timely respond the accuracy of the Acquiror's representations and warranties under Section 7.2; (e) A Certificate of an authorized officer of the Acquiror certifying the number of shares that Transferor shall be entitled to Seller in accordance with the preceding sentence shall be deemed its approval terms and conditions of the Estoppel Certificates;this Agreement; and (f) A counterpart copy of necessary documents to transfer and assign any Intellectual Property which is being transferred pursuant to this Agreement.

Closing Deliveries. (a) At A. On the Closing (or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated to the contrary hereindate, Seller shall deliver the following in escrow to Purchaser or Escroweethe title company conducting the Closing: (i) the Special Warranty Deed executed Execute, acknowledge and deliver a special warranty deed in a form mutually agreed upon by Seller Purchaser and acknowledged in the form annexed hereto as Exhibit 1;Seller. (ii) Execute and deliver a ▇▇▇▇ of Sale and Assignment in a form mutually agreed upon by purchaser and Seller, assigning to Purchaser all Service Contracts, licenses, permits, and certificates in the Assignment possession of Seller or its agents related to the Property, to the extent assignable and transferable without cost to Seller, and deliver the original of each of the Space Leases executed by foregoing to Purchaser if it is within the possession of Seller in or, if not, deliver to Purchaser a true copy of each of the form annexed hereto as Exhibit 2;same, if available. (iii) Convey to Purchaser all personal property purchased hereunder, free and clear of all liens and encumbrances, by executing and delivering the ▇▇▇▇ of Sale and Assignment of the Service Contracts referred to in clause (and any permitted replacements or renewals thereofii) executed by Seller in the form annexed hereto as Exhibit 3;above. (iv) the Execute, acknowledge and deliver to Purchaser an Assignment of LicensesLeases in a form mutually agreed upon by Purchaser and Seller, Permitsassigning to Purchaser the Leases, Guarantees and Warranties deliver to Purchaser the original executed by Seller in the form annexed hereto as Exhibit 4;copy of each Lease and all amendments thereto. (v) notice Deliver to Purchaser the Section 1445 Affidavit. Seller hereby agrees to indemnify and hold Purchaser harmless from and against all costs, losses, expenses, claims, liability, actions and causes of action arising out of or in any way related to the Space Tenants executed by Seller in falsity of the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser);Section 1445 Affidavit. (vi) originalsExecute and deliver to the applicable title insurer an “owner’s affidavit”, or if originals are not available, copies of the Space Leases (which may be delivered in form reasonably acceptable to Purchaser, Seller and the title insurer and sufficient for the title insurer to delete any exceptions for (a) mechanics’ or materialmen’s manager liens arising from work at the Premises);Property which is the responsibility of Seller hereunder, (b) parties in possession, other than tenants as tenants only, and (c) matters not shown in the public records. (vii) notice to the service contractors The original of each estoppel certificate and each subordination, non-disturbance, and attornment executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to tenant under the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser);Lease. (viii) duly executed certificate of Seller Assign in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2); (ix) the Transfer Tax return(s) executed by Seller; (x) estoppel certificates dated within forty-five (45) days of the date originally scheduled for Closing (each an “Estoppel Certificate” writing, transfer and collectively the “Estoppel Certificates”) from (i) deliver to Purchaser, all Major Tenants construction warranties and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is guaranties made for the benefit of its creditors, Seller by any provider of labor or other judicial seizure of its assets occurs), then Anna’s Linens Space materials incorporated in the Improvements. (ix) Deliver a letter to Tenant (or joined in by Purchaser) advising Tenant of the square footage under its Lease, as applicable) shall be excluded: sale and the change in ownership. (x) from Execute, acknowledge and deliver, as appropriate, all additional documents which may be necessary or appropriate to carry out the definition provisions of Major Tenantthis Agreement. (xi) To the extent not previously delivered, maintenance records, keys and (y) when calculating operating manuals that Seller has in its possession or control pertaining to the total leased area ownership, operation or maintenance of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Property. (xii) Seller shall deliver evidence reasonably sufficient to satisfy Purchaser’s title company that Seller is duly organized and, as of the date of Closing, validly existing in the state of its formation, and that all actions have been taken by Seller which are necessary to duly authorize Seller (and its attorneys in fact) to consummate the transactions contemplated by this Agreement. (xiii) Seller shall deliver a certification addressed to Purchaser and for its benefit (in form reasonably satisfactory to Purchaser) that (a) the Rent Roll and (b) all of Seller’s representations, promptly after receipt thereofcovenants and warranties are each true, copies correct and complete as of each executed Estoppel Certificate obtained the date of Closing. (xiv) A settlement statement prepared by Seller from Escrow Agent. B. On the Space Tenants; providedClosing date, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be following in escrow to terminate this Contract and receive the return of title company conducting the Deposit or to close notwithstanding Closing: (i) Deliver the lack of the Estoppel Certificate(s) without any reduction full amount of the Purchase Price and without specified herein in cash or immediately available Federal funds, together with any liability of net adjustments due Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, herein provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and . (ii) one Execute and deliver the assignment of contracts, licenses, permits and certificates specified in Section 13.A(ii) above and the Assignment of Leases specified in Section 13.A(iv) above. (1iii) Business Day before the Closing Date, of A settlement statement prepared by Escrow Agent. (iv) The Property Management Agreement executed by Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;.

Closing Deliveries. (a) At Closing the Closing, the Sellers will deliver or cause to be delivered to the Purchaser: (or within five i) an escrow agreement in the form of Exhibit C (5the “Escrow Agreement”) Business Days thereafter with respect to delivery of items other than documents executed by the Sellers and the Sellers’ Representative; (ii) one or more bills of sale in the form of Exhibit D (the “B▇▇▇ of Sale”) executed by the Sellers; (iii) one or more assignment and assumption agreements in the form of Exhibit E (the “Assignment and Assumption Agreement”) executed by the Sellers; (iv) for each parcel of Leased Real Property, an assignment of the Sellers’ rights under each lease agreement evidencing the Sellers’ interest in such Leased Real Property in the form of Exhibit F (collectively, the “Lease Assignments”) executed by the Sellers; (v) assignments of all Purchased Intellectual Property in the forms of Exhibits G-1 through G-4 (collectively, the “IP Assignments”) executed by the Sellers; (vi) a certificate, dated as of the Closing Date, executed by the Sellers confirming the satisfaction of the conditions specified in Sections 6.1(a) and 6.1(b); (vii) a noncompetition agreement in the form of Exhibit H executed by each of the Sellers and the Persons set forth on Schedule 2.9(a)(vii) (collectively, the “Noncompetition Agreements”); (viii) copies of the Governmental Authorizations and consents required to be obtained as a condition to Closing pursuant to Section 6.1(c); (ix) a certification in the form of Exhibit I executed by the Sellers stating, under penalty of perjury, the Sellers’ U.S. employer identification numbers and addresses and that each Seller is not a “foreign person” as defined in connection with Section 1445 of the Code; (x) a human resource agreement in the form of Exhibit J (the “Human Resources Agreement”) executed by the Sellers; (xi) certificates in the form of Exhibit K of the secretary or comparable officer or manager of each Seller dated as of the Closing Date and attaching (A) such Seller’s certificate of formation and all amendments thereto, certified by the Secretary of State of the jurisdiction of such Seller’s organization not more than thirty days prior to the Closing Date, (B) such Seller’s operating agreement or other comparable governing document and all amendments thereto and (C) certificates of good standing of such Seller certified by the Secretary of State of the jurisdiction of such Seller’s organization and of each jurisdiction in which such Seller is qualified to do business as a foreign entity and issued not more than thirty days prior to the Closing Date; (D) all resolutions of the board of managers, members or directors or other comparable governing body of such Seller relating to this Agreement and the transactions contemplated by this Agreement; and (E) incumbency and signatures of the officers or managers of the Seller executing this Agreement or any other agreement contemplated by this Agreement; and (xii) a closing settlement statement (the “Closing Statement”) and receipt for the Initial Consideration in form reasonably satisfactory to the Purchaser. (b) At the Closing), unless expressly stated the Purchaser will deliver or cause to be delivered to the contrary herein, Seller shall deliver to Purchaser or EscroweeSellers: (i) the Special Warranty Deed executed Initial Consideration by Seller and acknowledged wire transfer of immediately available funds to the single bank account designated by TCG in the form annexed hereto as Exhibit 1writing to Purchaser, with such writing to be delivered at least 24 hours prior to Closing; (ii) the Assignment of the Space Leases Escrow Agreement, Non-Competition Agreement, Human Resources Agreement, and Closing Statement executed by Seller in the form annexed hereto as Exhibit 2Purchaser; (iii) the B▇▇▇(s) of Sale, the Assignment of and Assumption Agreement(s) and the Service Contracts other assignments, if any, under Section 2.9(a)(iv) and (and any permitted replacements or renewals thereofv) executed that call for a signature by Seller in the form annexed hereto as Exhibit 3;Purchaser; and (iv) the Assignment of Licenses, Permits, Guarantees and Warranties executed by Seller in the form annexed hereto as Exhibit 4; (v) notice to the Space Tenants executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (vi) originals, or if originals are not available, copies of the Space Leases (which may be delivered to Purchaser’s manager at the Premises); (vii) notice to the service contractors executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (viii) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2); (ix) the Transfer Tax return(s) executed by Seller; (x) estoppel certificates dated within forty-five (45) days of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser dated as of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with executed by the preceding sentence shall be deemed its approval Purchaser confirming the satisfaction of the Estoppel Certificates;conditions specified in Sections 6.2(a) and 6.2(b).

Closing Deliveries. (a) At Closing (or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated to the contrary herein, Seller shall deliver to Purchaser or Escrowee: (i) the Special Warranty Deed an Assignment of Limited Partnership Interest (respecting PREIT’s limited partnership interest in PRDB) executed by Seller and acknowledged PREIT in the form attached as Exhibit C); (ii) an Assignment of Membership Interest (respecting PREIT’s membership interest in PRDB General Partner executed by PREIT in the form annexed hereto as Exhibit 1; (ii) the Assignment of the Space Leases executed by Seller in the form annexed hereto as Exhibit 2D); (iii) a special warranty deed to the Assignment of the Service Contracts (and any permitted replacements or renewals thereof) PR Springfield East Interest duly executed by Seller PR Springfield in the form annexed attached hereto as Exhibit 3D; (iv) the Assignment of Licenses, Permits, Guarantees and Warranties executed by Seller in the form annexed hereto as Exhibit 4; (v) notice to the Space Tenants executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (vi) originals, or if originals are not available, copies of the Space Leases (which may be delivered to Purchaser’s manager at the Premises)Leases; (viiv) notice to the service contractors executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (viii) a duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2); (ixvi) the Transfer Tax realty transfer tax return(s) executed by Seller; (xvii) estoppel certificates dated within forty-five (45) days of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from: (A) Target (as to the REA) in form and substance which do not vary materially from the form attached hereto as Exhibit H, (iB) all from the Major Tenants and three (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%3) of the leased area remaining five (5) other Space Tenants of the Premises Property (unless the lender under the Acquisition Loan shall require as a condition for the Acquisition Loan a greater number of estoppels in which event Seller shall provide the required number of estoppels said lender shall require) (collectively “Estoppel Tenants”). Such Estoppel Certificates shall be , in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) orF, or as to any Space Tenant and/or whose Space Lease providing provides for or allowing a different form of estoppel certificate, the form provided or allowed for by such Space Tenant and/or Space Lease; provided, howeverand from Bed, that Bath and Beyond in connection with the Estoppel Certificate Bed, Bath and Beyond Sublease, in form and substance which does not vary materially from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant attached hereto as set forth in this Section 9.3(a)(x)). Exhibit M. Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x13.3 (a)(vii), does not or cannot deliver the required Estoppel Certificates, Purchaser's ’s sole remedy shall be to terminate this Contract Agreement and receive the return of the Deposit (or Letter of Credit or proceeds thereof) or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of three (i) five (53) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel CertificatesCertificate; (viii) standard seller’s affidavits to the Title Company in such form as may be reasonably required by the Title Company; (ix) a Waiver of Right of First Refusal with respect to the sale of the PR Springfield East Interest duly executed by Target in the form attached as Exhibit H hereto; (x) An Assignment and Assumption Agreement (respecting the Bed Bath & Beyond Sublease) duly executed by Pennsylvania Real Estate Investment Trust in the form of that attached as Exhibit L_ hereto; and (xi) Reasonable evidence of Seller’s organizational authority. (xii) An updated rent roll listing all Space Tenants as of the Closing Date. (b) At Closing Purchaser shall deliver to Seller or Escrowee: (i) the balance of the Purchase Price as provided in Section 3 hereof; (ii) an Assignment of Limited Partnership Interest (respecting PREIT’s limited partnership interest in PRDB) executed by Purchaser in the form of that attached as Exhibit C hereto; (iii) an Assignment of Membership Interest (respecting PREIT’s membership interest in PRDB General Partner) executed by Purchaser in the form annexed hereto as Exhibit D; (iv) standard buyer’s affidavits to the Title Company in such form as may be reasonably required by the Title Company; (v) an Assignment and Assumption Agreement (respecting the Bed Bath & Beyond Sublease) duly executed by Purchaser in the form of that attached as Exhibit L hereto; (vi) realty transfer tax return(s) executed by Purchaser, if required; and

Closing Deliveries. (a) At Closing (or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated to the contrary herein, Seller shall deliver to Purchaser or Escrowee: (i) the Special Warranty Deed executed Buyer shall pay the Closing Payment to the Seller, by wire transfer of immediately available funds to such account or accounts as the Seller and acknowledged shall designate in writing to the form annexed hereto as Exhibit 1Buyer; (ii) the Assignment Seller shall have executed and delivered a ▇▇▇▇ of the Space Leases executed by Seller in the form annexed Sale attached hereto as Exhibit 2A (the “▇▇▇▇ of Sale”); (iii) the Seller shall have executed and delivered a Patent Rights Assignment of the Service Contracts (and any permitted replacements or renewals thereof) executed by Seller in the form annexed attached hereto as Exhibit 3B (the “Patent Rights Assignment”); (iv) the Seller shall have executed and delivered a Trademark Assignment of Licenses, Permits, Guarantees and Warranties executed by Seller in the form annexed attached hereto as Exhibit 4C (the “Trademark Assignment”); (v) notice to the Space Tenants Seller and the Buyer shall have executed by Seller in the form annexed and delivered a License Agreement attached hereto as Exhibit 5 D (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser“License Agreement”); (vi) originals, or if originals are not available, copies of the Space Leases (which may be Buyer shall have executed and delivered to Purchaser’s manager at the PremisesSeller an Assumption Agreement, attached hereto as Exhibit G (the “Assumption Agreement”); (vii) notice to the service contractors Seller and the Buyer shall have executed by Seller in the form annexed and delivered a supply agreement attached hereto as Exhibit 6 H (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser“Supply Agreement”); (viii) duly the Seller and the Buyer shall have executed certificate of Seller in and delivered a quality agreement attached hereto as Exhibit I (the applicable form set forth in Treasury Regulations §1.1445-2(b)(2“Quality Agreement”); (ix) the Transfer Tax return(s) Seller and the Buyer shall have executed and delivered a safety data exchange agreement attached hereto as Exhibit J (the “Safety Data Exchange Agreement”, and together with the ▇▇▇▇ of Sale, the Patent Rights Assignment, the Trademark Assignment, the License Agreement, the Seller FDA Letter, the Buyer FDA Letter, the Supply Agreement, the Quality Agreement, and the Assumption Agreement and any other agreements entered into by Seller;the Parties pursuant hereto, collectively, the “Ancillary Documents”) (x) estoppel certificates dated within fortythe Seller shall have delivered to Buyer evidence of collateral release of that certain Lien (other than Permitted Liens) set forth on Schedule 2.6(b)(x) related to the Acquired Assets; (xi) the Buyer shall have received a certificate pursuant to Treasury Regulations Section 1.1445-five (452(b)(2) days of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be in form and substance reasonably satisfactory to the Buyer, which do certificate shall have been duly executed by the Seller certifying that the Seller is not vary materially from a foreign person within the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) ormeaning of Section 1445 of the Internal Revenue Code of 1986, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificateamended, and the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that regulations promulgated thereunder; (xii) the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form Buyer shall have delivered to the Seller by a certificate of its and the AnnaGuarantor’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser Chief Executive Officer dated as of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty Date and certifying that attached thereto are (301) days, to obtain true and complete copies of the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession correct certificate of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant incorporation and bylaws (or the square footage under its Leaselimited liability company agreement, as applicable) shall be excluded: (x) from of the definition of Major TenantBuyer and the Guarantor, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaserall amendments thereto, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and true copies of all claims, loss, liability, damage, cost or expensecorporate actions taken by it, including reasonable attorneys' fees, that may arise as a result resolutions adopted by its respective Board of such Estoppel Default, then, in either event, Directors authorizing the rights and obligations consummation of the parties hereto shall not be affected therebytransactions contemplated hereby and the execution, delivery and performance of this Contract shall remain Agreement and the Ancillary Documents, and that all such resolutions are in full force and effect and Purchaser shallare all the resolutions adopted by the Buyer or the Guarantor, at as applicable, in connection with the transactions contemplated by this Agreement, and (3) certificates of good standing from the Secretary of State of Delaware, dated as of a date not more than ten (10) days prior to Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction certifying that each of the Purchase Price. Subsequent Buyer and the Guarantor is in good standing in Delaware; and (xiii) the Seller shall have delivered to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out Buyer a certificate of its Secretary dated as of the indemnityClosing Date and certifying that attached thereto are (1) true and complete copies of the correct certificate of incorporation and bylaws of the Seller, if anyand all amendments thereto, given pursuant to subsection (2) above. Notwithstanding anything contained herein to true copies of all corporate actions taken by it, including resolutions adopted by its respective Board of Directors, authorizing the contraryconsummation of the transactions contemplated hereby and the execution, Purchaser shall notify Seller upon delivery and performance of this Agreement and the date which is Ancillary Documents, and that all such resolutions are in full force and effect and are all the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates resolutions adopted by the Seller, in connection with the transactions contemplated by this Agreement, and (ii3) one a certificate of good standing from the Secretary of State of Delaware, dated as of a date not more than ten (110) Business Day before days prior to Closing, certifying that the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller is in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;good standing in Delaware.

Closing Deliveries. At the Closing, the parties shall deliver the following documents, and take the following actions, all of which deliveries and actions shall be deemed to occur simultaneously and none of which shall be effective until all have occurred: (a) At Closing (or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated to the contrary herein, Seller shall deliver deliver, or cause to Purchaser or Escroweebe delivered, to Purchaser, as consideration for the Purchase Price: (i) one or more certificates representing all of the Special Warranty Deed Tipperary Shares, together with documents duly executed by SUSA in favor of Purchaser, as transferee, together with documents duly executed by SUSA necessary to validly and duly deliver, transfer, assign and convey such Tipperary Shares, free and clear of all Encumbrances (as defined in Section 2.4(a)), provided that the Transfer of the Tipperary Shares shall be deemed to have occurred immediately after consummation of all other transactions under this Agreement; (ii) an assignment of all of SUSA's rights and interests in the TOGA Ordinary Shares, free and clear of all Encumbrances, other than the Shareholder Deed of Security and the TOGA Stock Pledge Agreement, and all of Seller's rights in the Shareholder Deed of Security and the TOGA Stock Pledge Agreement; (iii) each of the SUSA Note and the STEL Credit Facility, together with documents duly executed by SUSA or STEL (as the case may be) necessary to validly and duly deliver, transfer, assign and convey such note and credit facility, free and clear of all Encumbrances; (iv) each of the Warrants, together with documents duly executed by SUSA necessary to validly and duly deliver, transfer, assign and convey such warrants, free and clear of all Encumbrances; and (v) a general assignment and assumption instrument (in a form reasonably acceptable to Seller and acknowledged in Purchaser) whereby (A) Purchaser shall agree to accept, assume, perform and discharge the form annexed hereto Comet Ridge Facilities Rights and Obligations and the SUSA Letter and all rights, liabilities and obligations of Seller, SUSA, STEL and each of their respective Affiliates excluding the Company and its subsidiaries, as Exhibit 1applicable, with respect to the Interests and the Guaranty Agreement, and (B) Seller, SUSA, STEL and each of their respective Affiliates excluding the Company and its subsidiaries, as applicable, shall agree to transfer, assign, convey and delegate the Comet Ridge Facilities Rights and Obligations and the SUSA Letter and all rights, liabilities and obligations of Seller, SUSA, STEL and each of their respective Affiliates excluding the Company and its subsidiaries, as applicable, with respect to the Interests and the Guaranty Agreement (the "COMET RIDGE ASSIGNMENT"). (b) At the Closing, Parent shall cause Purchaser to deliver, and Purchaser shall deliver or cause to be delivered, to Seller, as consideration for the Interests: (i) an amount equal to the Purchase Price by wire transfer of immediately available funds to the following account: Barclays Bank plc, New York, New York ABA #▇▇▇▇▇▇▇▇▇ For the account of: Slough Estates USA Inc. Account #▇▇▇-▇▇▇▇▇-▇; (ii) the Assignment of the Space Leases executed by Seller in the form annexed hereto Release (as Exhibit 2defined below); (iii) the Assignment of the Service Contracts (and any permitted replacements or renewals thereof) executed by Seller in the form annexed hereto as Exhibit 3;Comet Ridge Assignment; and (iv) the Assignment of Licenses, Permits, Guarantees and Warranties executed all other instruments reasonably requested by Seller in the form annexed hereto as Exhibit 4; (v) notice to the Space Tenants executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (vi) originals, or if originals are not available, copies of the Space Leases (which may be delivered to Purchaser’s manager at the Premises); (vii) notice to the service contractors executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (viii) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2); (ix) the Transfer Tax return(s) executed by Seller; (x) estoppel certificates dated within forty-five (45) days of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as reasonably acceptable to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;.

Closing Deliveries. (a) At Closing (or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated to the contrary herein, Seller Tampa Electric shall deliver to Purchaser or EscroweePGSI the following, representing all of the assets of its Gas Division: (i) the Special Warranty Deed executed by Seller and acknowledged Assets; (ii) a Bill of Sale, in the form annexed attached hereto as Exhibit 1B (the “Bill of Sale”), transferring to PGSI title to all of the Assets, duly executed by Tampa Electric; (iii) an Assignment and Assumption of Franchises, in the form attached hereto as Exhibit C-1 (the “Franchise Assignment”), transferring to PGSI all of the franchises of its Gas Division, duly executed by Tampa Electric; (iv) an Assignment and Assumption of General Contracts, in the form attached hereto as Exhibit C-2 (the “Contract Assignment”), transferring to PGSI all of the other contracts of its Gas Division, duly executed by Tampa Electric; (v) a Quit Claim Deed for each fee owned property by the Gas Division in the form attached hereto as Exhibit D-1 and recordable assignments for each county in which easements lie in the form attached hereto as Exhibit D-2 (collectively, the “Real Property Assignment”), transferring to PGSI all of the interests in real estate including easements of its Gas Division, duly executed by Tampa Electric; (vi) such instruments and documents reasonably necessary to transfer the TPI Stock to PGSI; (vii) all consents and approvals required in connection with the execution, delivery and performance of this Agreement (except for (A) those consents and approvals customarily obtained post-Closing and (B) those consents and approvals for which the Parties will satisfy pursuant to Section 5.6); (viii) all Tampa Electric’s books and records and other data relating to the Assets; and (ix) such other separate instruments of assignment or transfer reasonably required by PGSI to effect the transfer of the foregoing. (b) At the Closing, PGSI shall deliver to Tampa Electric: (i) the Bill of Sale, duly executed by PGSI; (ii) the Assignment of the Space Leases Franchise Assignment, duly executed by Seller in the form annexed hereto as Exhibit 2;PGSI (iii) the Assignment of the Service Contracts (and any permitted replacements or renewals thereof) Contract Assignment, duly executed by Seller in the form annexed hereto as Exhibit 3PGSI; (iv) the Assignment of LicensesReal Property Assignment, Permits, Guarantees and Warranties duly executed by Seller in the form annexed hereto as Exhibit 4;PGSI; and (v) notice to the Space Tenants executed such other separate instruments of assignment or transfer reasonably required by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (vi) originals, or if originals are not available, copies of the Space Leases (which may be delivered to Purchaser’s manager at the Premises); (vii) notice to the service contractors executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (viii) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2); (ix) the Transfer Tax return(s) executed by Seller; (x) estoppel certificates dated within forty-five (45) days of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;Tampa Electric.

Closing Deliveries. (a) At Closing the Closing, Purchaser shall deliver, or cause to be delivered, to Seller (or within five one or more other Seller Entities designated by Seller) the following: (5i) Business Days thereafter Payment in immediately available funds of an amount equal to the Closing Purchase Price, by wire transfer(s) to one or more bank accounts designated in writing by Seller and in Dollars or such other currency or currencies designated by Seller, which amount shall, subject to Section 2.13, be paid by Purchaser in full, without any set-off or deduction for any amounts; (ii) the certificate to be delivered pursuant to Section 7.3(c); (iii) a counterpart of the Transition Services Agreement attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Purchaser; (iv) a receipt for the Purchased Entity Shares, duly executed by ▇▇▇▇▇▇▇▇▇; (v) to the extent any Purchased Asset or Assumed Liability is not held by a Purchased Entity, a counterpart of the Assignment and Assumption Agreement and Bill of Sale for the Purchased Assets (other than the Purchased Entity Shares) and the Assumed Liabilities, by and between the applicable Seller Entities and Purchaser, attached as Exhibit B-1 and Exhibit B-2 hereto (the “Assignment Agreement and Bill of Sale”), duly executed by ▇▇▇▇▇▇▇▇▇; (vi) with respect to delivery jurisdictions outside the United States in which the Purchased Assets or Assumed Liabilities are located, such bills of items sale, share transfer deeds, stock powers, certificates of title, contract notes, deeds, assignments and other than documents agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement and otherwise customary in such jurisdictions) as and to the extent necessary to effect the transfer of the Purchased Assets or the assumption of the Assumed Liabilities pursuant to this Agreement (collectively, the “Foreign Closing Documents”), in each case duly executed by Purchaser, to the extent applicable; (vii) a counterpart of the Seller in connection with Note attached as Exhibit C-1 hereto (the “Seller Note”), duly executed by ▇▇▇▇▇▇; and (viii) a counterpart of the Commercial Agreements, duly executed by ▇▇▇▇▇▇▇▇▇. (b) At the Closing), unless expressly stated to the contrary herein, Seller shall deliver deliver, or cause to be delivered, to Purchaser or Escroweethe following: (i) the Special Warranty Deed executed by Seller and acknowledged in the form annexed hereto as Exhibit 1certificate to be delivered pursuant to Section 7.2(c); (ii) the Assignment a counterpart of the Space Leases Transition Services Agreement duly executed by each Seller in the form annexed hereto Entity named as Exhibit 2a party thereto; (iii) certificates evidencing the Assignment Purchased Entity Shares, to the extent that such Purchased Entity Shares are in certificate form, duly endorsed in blank or with stock powers duly executed in proper form for transfer, and, to the extent such Purchased Entity Shares are not in certificated form, other evidence of the Service Contracts (and any permitted replacements ownership or renewals thereof) executed by Seller in the form annexed hereto as Exhibit 3assignment; (iv) a counterpart of the Assignment Agreement and Bill of Licenses, Permits, Guarantees and Warranties Sale duly executed by each Seller in the form annexed hereto Entity named as Exhibit 4a party thereto; (v) notice a counterpart of the Foreign Closing Documents duly executed by each Seller Entity named as a party thereto, to the Space Tenants executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser)extent applicable; (vi) originalsa duly executed Internal Revenue Service Form W-9 or applicable Form W-8 from each Seller Entity (or, or if originals are not availablein the case of a Seller Entity that is disregarded for U.S. federal income Tax purposes, copies of the Space Leases (which may be delivered to Purchasersuch Seller Entity’s manager at the Premisesregarded owner for U.S. federal income Tax purposes);; and (vii) notice to copies of the service contractors Commercial Agreements, duly executed by the applicable Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller Entities and Purchaser)Purchased Entities; (viii) duly executed certificate copies of Seller each document, agreement, filing or other instrument contemplated in the Pre-Closing Reorganization or otherwise required to effect the transfers of assets and employees and other transactions contemplated by the Pre-Closing Reorganization in such forms as may be necessary to effect such transactions, which shall be on terms consistent with the applicable terms of this Agreement (including Section 5.12 of the Seller Disclosure Schedule) and in form set forth in Treasury Regulations §1.1445and substance reasonably acceptable to Purchaser and Seller (collectively, the “Pre-2(b)(2Closing Reorganization Agreements”); (ix) a counterpart of the Transfer Tax return(s) Seller Note duly executed by Seller;▇▇▇▇▇▇; and (x) estoppel certificates dated within forty-five an executed partial release and/or other customary release instruments and documentation (45) days including UCC-3 financing statements evidencing the release of the date originally scheduled for Closing Purchased Entities and the Purchased Assets) (each an “Estoppel Certificate” and collectively collectively, the “Estoppel CertificatesGuarantee and Release Documents”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) respect to the Credit Facilities, in each case, that provides that, upon consummation of the leased area transactions contemplated hereby, all Liens encumbering the Purchased Entities or the Purchased Assets, and any guarantees by the Purchased Entities, in each case, pursuant to the Credit Facilities (but solely with respect to the assets, equity interests or guarantees of the Premises (“Estoppel Tenants”). Such Estoppel Certificates Purchased Entities) shall be released and shall have no further force or effect, which Guarantee and Release Documents shall be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver reasonably satisfactory to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;.

Closing Deliveries. (a) 7.2.1 At Closing (or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated to the contrary herein, Seller shall deliver or cause to Purchaser or Escrowee: (i) the Special Warranty Deed executed by Seller and acknowledged in the form annexed hereto as Exhibit 1; (ii) the Assignment of the Space Leases executed by Seller in the form annexed hereto as Exhibit 2; (iii) the Assignment of the Service Contracts (and any permitted replacements or renewals thereof) executed by Seller in the form annexed hereto as Exhibit 3; (iv) the Assignment of Licenses, Permits, Guarantees and Warranties executed by Seller in the form annexed hereto as Exhibit 4; (v) notice to the Space Tenants executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser);: 7.2.1 (via) originals, or if originals are not available, copies of the Space Leases (which may be delivered to Purchaser’s manager at the Premises); (vii) notice to the service contractors executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (viii) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2); (ix) the Transfer Tax return(s) executed by Seller; (x) estoppel certificates dated within forty-five (45) days resolutions of the date originally scheduled for Closing (each an “Estoppel Certificate” board of directors and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) shareholders of the leased area Seller, authorizing and approving the transactions contemplated by this Agreement and the Ancillary Agreements certified by the company secretary or a director of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall Seller to be in form true and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant complete and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at unmodified as of the Closing, accept such Estoppel Certificate subject ; 7.2.1 (b) a deed of assignments in respect of all Purchased Intellectual Property in the form of Exhibit F (the “IP Assignments”) duly stamped executed by the Seller or its Affiliates and the originals of all prior deeds of assignment and other documents pursuant to such Estoppel Default without any reduction of which the Purchase Price. Subsequent Seller or its Affiliate has derived its title to the Closing, Seller may deliver an Estoppel Certificate confirming that Purchased Intellectual Property; 7.2.1 (c) for the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of Aurangabad Facility: (i) five a sale deed in form and substance reasonably acceptable to the Purchaser (5the “Aurangabad Deed”) Business Days following duly stamped and executed by the Seller in favor of the Purchaser’s receipt , conveying the whole of executed Estoppel Certificates the right, title and interest of the Seller in each parcel of the Aurangabad Facility (excluding the Aurangabad Leased Portion) to the Purchaser, free and clear of all Encumbrances; and any novations, assignments and Consents as may be necessary to transfer such right, title and interest to the Purchaser; (ii) one a notarized copy of the title deed to the Aurangabad Facility (1excluding the Aurangabad Leased Portion) Business Day before from which Seller has derived its title to the Closing DateAurangabad Facility (excluding the Aurangabad Leased Portion); and (iii) a lease deed and any novations, assignments and Consents as may be necessary to transfer the right, title and interest in the Aurangabad Leased Portion in favour of Purchaser’s permitted objections the Purchaser in form and substance reasonably acceptable to any such Estoppel Certificates. Purchaser’s failure the Purchaser (the “Aurangabad Lease Deed”) duly stamped and executed by the Seller and the applicable third party to timely respond the lease Contract; 7.2.1 (d) for the Sholinganallur Facility: (i) a sale deed in form and substance reasonably acceptable to Seller in accordance the Purchaser (the “Sholinganallur Deed,” and collectively with the preceding sentence shall be deemed its approval of Aurangabad Deed and the Estoppel Certificates;Aurangabad Lease Deed,

Closing Deliveries. At the Closing, the following actions shall be taken, all of which will be deemed taken simultaneously and no one of which will be deemed completed until all have been completed: (a) At Closing (or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated to the contrary herein, Seller shall deliver to Purchaser or Escrowee: (i) the Special Warranty Deed executed by Seller and acknowledged in the form annexed hereto as Exhibit 1; (ii) the Assignment of the Space Leases executed by Seller in the form annexed hereto as Exhibit 2; (iii) the Assignment of the Service Contracts (and any permitted replacements or renewals thereof) executed by Seller in the form annexed hereto as Exhibit 3; (iv) the Assignment of Licenses, Permits, Guarantees and Warranties executed by Seller in the form annexed hereto as Exhibit 4; (v) notice to the Space Tenants executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (vi) originals, or if originals are not available, copies of the Space Leases (which may be delivered to Purchaser’s manager at the Premises); (vii) notice to the service contractors executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (viii) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2); (ix) the Transfer Tax return(s) executed by Seller; (x) estoppel certificates dated within forty-five (45) days of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates The Purchase Price shall be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond paid to Seller in accordance with Section 3. (b) The Deeds for each Owned Property shall be executed and delivered to Buyer. (c) Buyer and Seller shall execute and deliver an Assignment and Assumption of Lease for each Leased Property. (d) Buyer and Seller shall execute and deliver an Assignment and Assumption of Sublease for each Sublease encumbering the preceding sentence Properties. (e) An affidavit of the Seller under FIRPTA shall be delivered to Buyer. (f) Seller shall deliver to Buyer the original counterparts or true copies of the Leases assigned by Seller to Buyer and assumed by Buyer pursuant to the Assignment and Assumption of Leases delivered under clause (c) above (or copies thereof certified to be true and correct by Seller) and the original counterparts or true copies of the Subleases assigned by Seller to Buyer and assumed by Buyer pursuant to the Assignment and Assumption of Subleases delivered under clause (d) above (or copies thereof certified to be true and correct by Seller). (g) Seller shall use commercially reasonable efforts to deliver to Buyer estoppel certificates from the Franchisees, in the form attached hereto as Exhibit C on or before the last day of the Due Diligence Period, and if Seller, after using reasonable efforts, is unable to obtain such estoppel certificates from the Franchisees by the Closing Date, the balance of the estoppel certificates, if any, may be delivered by Seller, in the form attached hereto as Exhibit D ("Seller's Franchisee Estoppel Certificate"). (h) Seller shall use commercially reasonable efforts to deliver to Buyer estoppel certificates from Burger King, in the form attached hereto as Exhibit E on or before the last day of the Due Diligence Period, and if Seller after using reasonable efforts, is unable to obtain such estoppel certificates from Burger King by the Closing Date, the balance of the estoppel certificates, if any, may be delivered by Seller, in the form attached as Exhibit F (the "Seller's Burger King Estoppel Certificate"). (i) Seller shall deliver the originals (if any, and to the extent in Seller's possession) of all agreements, plans, drawings, surveys, technical descriptions, warranties and licenses or permits affecting the Properties. (j) Any and all documents, affidavits and agreements reasonably required by the Title Insurer to enable it to issue the Title Policies shall be delivered by Buyer and Seller, respectively. (k) Buyer and Burger King Corporation shall execute and deliver the Lease Support Agreement and Buyer shall deliver the Letter of Credit to Burger King Corporation, unless Burger King Corporation has waived such requirement in accordance with Section 6.1 above. If additional estoppel certificates are received by Seller from Burger King or any Franchisee after the last day of the Due Diligence Period and up to sixty (60) days after the Closing, such estoppel certificates shall be deemed its approval to replace the Seller's Franchisee Estoppel Certificate or the Seller's Burger King Estoppel Certificate, as applicable, with respect to the Sublease or Lease for which an estoppel has been received. Buyer agrees to cooperate and assist Seller, at no expense to Buyer, in obtaining such estoppel certificates subsequent to the last day of the Estoppel Certificates;Due Diligence Period.

Closing Deliveries. At the Closing: (a) At Closing (or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated to the contrary herein, Seller each Founder shall deliver or cause to Purchaser or Escroweebe delivered: (i) to New United, such documents or instruments as may be necessary or that New United may reasonably request in order to effect the Special Warranty Deed executed merger of each of the Founder Newcos into New United, in accordance with the Founder Newco Merger Agreements and this Agreement, including (if applicable) (A) delivery of certificates representing all of the issued and outstanding limited liability company membership interests of the applicable Founder Newco for cancellation against delivery of the applicable Founder Consideration Shares and (B) evidence of the full and unconditional release of any Liens and Restrictions on the shares of United Common Stock held by Seller and acknowledged each of the Founder Newcos, as set forth in the form annexed hereto as Exhibit 1Section 2.2(b); (ii) the Assignment to Liberty, Liberty Global, New United and each other Founder, duly executed counterparts of the Space Leases executed by Seller in the form annexed hereto as Exhibit 2Stockholders Agreement; (iii) the Assignment to New United and each other Founder, duly executed counterparts of the Service Contracts Voting Agreement; and (iv) if such Founder is a Series E Holder, (A) to United, the stock certificate or stock certificates representing all shares of United Series E Preferred Stock held by such Series E Holder for cancellation against delivery of the appropriate number of shares of Surviving Entity Class A Stock, as contemplated by the United/New United Merger Agreement, and any permitted replacements (B) to New United and each other Series E Holder, duly executed counterparts of the Exchange Agreement. (b) Liberty Global shall deliver or renewals cause to be delivered: (i) to New United, the stock certificate or stock certificates representing the Liberty Global Shares, all duly endorsed in blank or with separate notarized stock powers attached thereto duly executed in blank and otherwise in proper form for transfer with all necessary documentary or transfer tax stamps affixed; (ii) to New United, Liberty and each Founder, duly executed counterparts of the Stockholders Agreement; (iii) to New United and Liberty, duly executed counterparts of the Standstill Agreement and the Registration Rights Agreement; and (iv) to New United and Liberty, duly executed counterparts of the New United Covenant Agreement. (c) Schneider shall deliver to New United a stock certificate representi▇▇ ▇▇▇ ▇▇are of United Class A Stock, duly endorsed in blank or with a separate notarized stock power attached thereto duly executed in blank and otherwise in proper form for transfer with all necessary documents or transfer tax stamps affixed. (d) Liberty shall deliver or cause to be delivered: (i) to New United, (A) the Belmarken Notes or the proceeds thereof, in each case in proper form for transfer, (B) appropriate instruments, duly executed by Seller Liberty Sub, assigning all of Liberty Sub's rights and obligations under the Belmarken Loan Agreements, (C) payment of the Cash Contribution, (D) the Note Shares and (E) the Liberty UPC Bonds and/or the Restructuring Proceeds, in each case in proper form for transfer; (ii) to New United and LMI, duly executed counterparts of the No Waiver Agreement; (iii) [Reserved.] (iv) to New United, Liberty Global and each Founder, duly executed counterparts of the Stockholders' Agreement; (v) to New United and Liberty Global, duly executed counterparts of the Standstill Agreement and the Registration Rights Agreement; (vi) to United and Liberty Global, duly executed counterparts of the United/Liberty Agreement; (vii) to Liberty Global and New United, duly executed counterparts of the New United Covenant Agreement; and (viii) if the Note Repayment Amount or any portion thereof is being paid at the Closing, to UIPI, (A) payment of the Note Repayment Amount or portion thereof by delivery of cash, Liberty 2009 Notes or a combination thereof, or such other form of consideration provided for in the form annexed hereto Notes Tender Letter Agreement or as Exhibit 3may be acceptable to United, as provided in Section 2.3 and (B) if applicable, a duly executed counterpart of the Liberty 2009 Notes Registration Rights Agreement. (e) New United shall deliver or cause to be delivered: (i) to Liberty Global or the appropriate Contributing Party or Contributing Parties, newly issued stock certificates representing the Liberty Global Consideration Shares; (ii) to each Founder, newly issued stock certificates representing the Founder Consideration Shares to be issued to such Founder pursuant to Section 2.2(b), registered in the name of such Founder; (iii) to Liberty or the appropriate Contributing Party or Contributing Parties, newly issued stock certificates representing the Liberty Consideration Shares and the Liberty Contribution Shares; (iv) the Assignment of Licensesto Liberty, Permitsappropriate instruments, Guarantees and Warranties duly executed by Seller in New United, assuming all of Liberty Sub's obligations under the form annexed hereto as Exhibit 4Belmarken Loan Agreements; (v) notice to Liberty and LMI, duly executed counterparts of the Space Tenants executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser)No Waiver Agreement; (vi) originalsto Liberty Global, or if originals are not availableLiberty and each Founder, copies duly executed counterparts of the Space Leases (which may be delivered to Purchaser’s manager at the Premises)Stockholders Agreement; (vii) notice to each Founder, duly executed counterparts of the service contractors executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser)Voting Agreement; (viii) to Liberty Global and Liberty, duly executed certificate counterparts of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2)Standstill Agreement and the Registration Rights Agreement; (ix) to United, duly executed counterparts of the Transfer Tax return(s) executed by SellerCertificate of Merger; (x) estoppel certificates dated within forty-five (45) days to each Series E Holder, duly executed counterparts of the date originally scheduled for Closing Exchange Agreement; and (each an “Estoppel Certificate” xi) to Liberty and collectively Liberty Global, duly executed counterparts of the “Estoppel Certificates”New United Covenant Agreement. (f) from United shall deliver or cause to be delivered: (i) all Major Tenants and to New United, duly executed counterparts of the Certificate of Merger; (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shallif, at the Closing, accept such Estoppel Certificate subject the Note Repayment Amount or any portion thereof is being paid or the $310,000,000 Notes or any portion thereof are being assumed by New United, to Liberty, (A) if applicable, the $310,000,000 Notes for cancellation against payment of the Note Repayment Amount as provided in Section 2.3, (B) if applicable, a counterpart of the Liberty 2009 Notes Registration Rights Agreement, duly executed by UIPI and United and (C) an appropriate instrument, duly executed by United and by each of its Controlled Affiliates that is a beneficiary of the Liberty Guaranty, irrevocably releasing Liberty from all of its obligations under the Liberty Guaranty; and (iii) to Liberty and Liberty Global, duly executed counterparts of the United/Liberty Agreement; and (iv) to each Series E Holder, newly issued stock certificates representing the shares of Surviving Entity Class A Stock to be issued to such Estoppel Default without any reduction Series E Holder, as contemplated by the United/New United Merger Agreement, registered in the name of such Series E Holder. (g) LMI shall deliver or cause to be delivered to New United and Liberty, duly executed counterparts of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out No Waiver Agreement. (h) Each of the indemnityparties shall also deliver or cause to be delivered the certificates, if anyopinions and other documents required by Articles VIII, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contraryIX, Purchaser shall notify Seller upon the date which is the earlier of X, XI and XII. (i) five (5) All shares of New United Class C Stock required to be delivered to a Liberty Party shall be represented by newly issued stock certificates registered in the name of the applicable Liberty Party or, at its direction, an Affiliate thereof. All payments of cash to be made to a party or an Affiliate thereof shall be made by wire transfer of immediately available funds to an account or accounts at a domestic bank identified by the applicable party by written notice to the party making or causing to be made such payment at least three Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before prior to the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;applicable Closing.

Closing Deliveries. (a) At Closing (or within five (5) Business Days thereafter with respect to delivery of items other than documents executed by Seller in connection with the Closing), unless expressly stated to the contrary herein, Seller Sellers shall deliver to Purchaser or EscroweeBuyer: (i) a ▇▇▇▇ of sale, assignment and assumption with respect to the Special Warranty Deed executed by Seller and acknowledged Purchased Assets, substantially in the form annexed attached hereto as Exhibit 1B, duly executed by Sellers, in favor of certain direct or indirect, wholly-owned subsidiaries of Buyer, as designated by Buyer to Seller prior to the Closing Date; (ii) an amendment to ACMIS’s Certificate of Formation to be filed with the Arizona Secretary of State to change ACMIS’s name to a name chosen by ACMIS and acceptable to Buyer, executed by an authorized officer of ACMIS; (iii) an employment agreement, substantially in the form attached hereto as Exhibit C (the “Employment Agreement”), executed by Owner; (iv) amendments to the real property leases related to the Business, in form and substance satisfactory to the Parties (the “Lease Amendments”), executed by the applicable lessors; (v) estoppel certificates, substantially in the form attached hereto as Exhibit D, from the lessors of any leases, including capital leases, transferred as part of the Purchased Assets; (vi) an intellectual property license to certain of the Excluded Assets, substantially in the form attached hereto as Exhibit E (the “IP License”); (vii) certificates of good standing with respect to each Seller, issued by the Arizona Secretary of State within five business days prior to the Closing Date; (viii) a closing certificate, substantially in the form attached hereto as Exhibit F, executed by each Seller; (ix) any approvals or consents of any rulemaking authority, person or entity applicable to Sellers, Owner or the Purchased Assets required by Section 4.4; (x) any evidence of payoff of debt (excluding Equipment Indebtedness) of each Seller or release of liens encumbering any of the Purchased Assets requested by Buyer; (xi) evidence that the lease related to Owner’s 2013 Tesla Model S P Sedan, financed by ACMIS, under the Combination and Loan Security Agreement (#409606-700) dated July 26, 2013 by and between ACMIS, as Debtor, and ▇▇▇▇▇ Fargo Equipment Finance, Inc., has been removed from the cross-default provisions of any agreements acquired by Buyer set forth in Schedule 1.1(a); (xii) all books and records of Sellers related to the Purchased Assets, to a location as directed by Buyer; (xiii) a Schedule 1.1(b) with respect to the AR as of the Closing Date; (xiv) a revised Schedule 1.3(a) with respect to the AP as of the Closing Date; and (xv) such other documents as Buyer may reasonably request. (b) At the Closing, Buyer shall deliver to Sellers: (i) any approvals or consents of any rulemaking authority, person or entity applicable to Buyer required by Section 4.4; (ii) the Assignment of Cash Purchase Price, by wire transfer to an account specified by Sellers prior to the Space Leases executed by Seller in the form annexed hereto as Exhibit 2Closing Date; (iii) the Assignment of the Service Contracts (and any permitted replacements or renewals thereof) Note, executed by Seller in the form annexed hereto as Exhibit 3Buyer; (iv) a certificate representing the Assignment Shares issued in the name of Licenses, Permits, Guarantees and Warranties executed ACMIS as directed by Seller in the form annexed hereto as Exhibit 4and agreed by NHC; (v) notice to the Space Tenants Employment Agreement, executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser)Buyer; (vi) originalsthe Lease Amendments, or if originals are not available, copies of the Space Leases (which may be delivered to Purchaser’s manager at the Premises)executed by Buyer; (vii) notice to replacement agreements of certain of the service contractors Health Care Professional Agreements, executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser);Buyer; and (viii) duly executed certificate of Seller a closing certificate, substantially in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2); (ix) the Transfer Tax return(s) executed by Seller; (x) estoppel certificates dated within forty-five (45) days of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be in form and substance which do not vary materially from the form annexed attached hereto as Exhibit 7 (unless such variance benefits Purchaser) orG, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed executed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;Buyer.

Closing Deliveries. At the Closing, the Parties shall take the following actions: (a) At Closing Seller shall deliver to Buyer: (i) a receipt evidencing receipt by Seller of payment and delivery by Buyer of the Estimated Purchase Price; (ii) certificates representing the Acquired Company Shares to be transferred by CIGI, duly executed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer; (iii) copies (or other evidence) of all valid approvals or authorizations of, filings or registrations with, or notifications to, all Governmental Entities required to be obtained, filed or made by Seller in satisfaction of Section 6.1(a) and Section 6.2(c); (iv) duly executed Raydon/Phoenix Stop Loss Agreement; (v) duly executed ADR Amendment; (vi) Retrocession Agreement executed by Hannover Re; (vii) the officer’s certificates contemplated in Section 6.2(a) and Section 6.2(b); (viii) a letter substantially in the form attached as Exhibit G from Hannover Re, and acknowledged by the Acquired Company and Acquired Company, Subsidiaries terminating the Hannover Re Collateral Facility as of the Closing Date; (ix) a certification, duly completed and executed by Seller pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations, certifying that Seller is not a “foreign person” within five the meaning of Section 1445 of the Code; (5x) Business Days thereafter the common seal (if any), certificate of incorporation including any amendments, minute books, stock ledgers and statutory registers relating to the Acquired Company and the Acquired Company Subsidiaries duly recorded up to Closing; (xi) a certificate prepared by the Chief Financial Officer of Clarendon National certifying that the Acquired Company Notes have been validly contributed to Clarendon National, free and clear of all Liens; (xii) written resignations, expressed to take effect as of the Closing, of the directors of each of the Acquired Company and each Acquired Company Subsidiary; and (xiii) all such additional instruments, documents and certificates provided for by this Agreement or as may be reasonably requested by Buyer in connection with respect the closing of the transactions contemplated by this Agreement. (b) Buyer shall deliver to delivery Seller: (i) cash in an amount equal to the Estimated Purchase Price, which shall be made by wire transfer of items immediately available funds to the account or accounts designated by Seller pursuant to Section 2.5; (ii) copies (or other than evidence) of all valid approvals or authorizations of, filings or registrations with, or notifications to, all Governmental Entities required to be obtained, filed or made by Buyer in satisfaction of Section 6.1(a) and Section 6.3(c); (iii) the officer’s certificate contemplated in Section 6.3(a); and (iv) Retrocession Agreement executed by Fitzwilliam Insurance Limited and Parent; (v) all such additional instruments, documents executed and certificates provided for by this Agreement or as may be reasonably requested by Seller in connection with the Closing), unless expressly stated to the contrary herein, Seller shall deliver to Purchaser or Escrowee: (i) the Special Warranty Deed executed by Seller and acknowledged in the form annexed hereto as Exhibit 1; (ii) the Assignment closing of the Space Leases executed transactions contemplated by Seller in the form annexed hereto as Exhibit 2; (iii) the Assignment of the Service Contracts (and any permitted replacements or renewals thereof) executed by Seller in the form annexed hereto as Exhibit 3; (iv) the Assignment of Licenses, Permits, Guarantees and Warranties executed by Seller in the form annexed hereto as Exhibit 4; (v) notice to the Space Tenants executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (vi) originals, or if originals are not available, copies of the Space Leases (which may be delivered to Purchaser’s manager at the Premises); (vii) notice to the service contractors executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (viii) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2); (ix) the Transfer Tax return(s) executed by Seller; (x) estoppel certificates dated within forty-five (45) days of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”). Such Estoppel Certificates shall be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;Agreement.

Closing Deliveries. As of the Effective Date, Seller, Shareholder and EPS shall have delivered possession of the Purchased Assets to PRGUSA. At the Closing, Seller, Shareholder and EPS shall have delivered to PRGUSA each of the following, together with any additional items which PRGUSA may reasonably request to effect the transactions contemplated herein: (a) At Closing intentionally omitted; (b) a certified copy of the corporate resolutions of the directors of Seller and Shareholder authorizing the transactions contemplated herein and the execution, delivery and performance of this Agreement and the Seller Transaction Documents by Seller and any other actions or within five (5) Business Days thereafter authorizations required under Article 3 hereof, together with an incumbency certificate with respect to delivery officers of items Seller executing documents or instruments on behalf of each Seller; (c) a certificate of the President of Seller certifying as to the matters set forth in Sections 7.1 and 7.2 hereof and as to the satisfaction of all other than conditions set forth in this Article 7; (d) the Bill ▇▇ Sale, the Assignment and Assumption Agreement and the other documents described in Section 1.3 hereof; (e) the Indemnity Escrow Agreement duly executed by Seller, Shareholder and EPS; (f) the Noncompetition Agreement duly executed by Seller, Shareholder and EPS; (g) written Seller in connection with the Closing), unless expressly stated Consents from all parties whose consent to the contrary hereintransactions contemplated herein is required; (h) an opinion of counsel to Seller, Seller shall deliver to Purchaser or Escrowee:Shareholder and EPS substantially in the form of Exhibit 7.5(h) attached hereto; (i) the Special Warranty Deed offer letters for employment between PRGUSA and each of the Key Employees and the Employee Agreements, duly executed by each of the Key Employees; (j) a Certificate of Good Standing in respect of Seller issued within 5 days prior to the Closing, by the Secretary of State of Delaware and by the Secretary of State of any other state in which Seller is qualified to do business; (k) if applicable, Forms UCC-3, duly executed by each secured lender of Seller, releasing all liens on the Purchased Assets; (l) a Closing Statement, duly executed by Seller and acknowledged Shareholder; (m) the Historical Statements provided for in Section 3.1 hereof and the Estimated Closing Balance Sheet; (n) the General Release substantially in the form annexed attached hereto as Exhibit 1; (ii) the Assignment of the Space Leases executed by Seller in the form annexed hereto as Exhibit 2; (iii) the Assignment of the Service Contracts (and any permitted replacements or renewals thereof) executed by Seller in the form annexed hereto as Exhibit 3; (iv) the Assignment of Licenses7.5(n), Permits, Guarantees and Warranties executed by Seller in the form annexed hereto as Exhibit 4; (v) notice to the Space Tenants executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (vi) originals, or if originals are not available, copies of the Space Leases (which may be delivered to Purchaser’s manager at the Premises); (vii) notice to the service contractors executed by Seller in the form annexed hereto as Exhibit 6 (which will be delivered to the service contractors by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (viii) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2); (ix) the Transfer Tax return(s) executed by Seller;, Shareholder and EPS; and (xo) estoppel certificates dated within forty-five (45) days of the date originally scheduled for Closing (each an “Estoppel Certificate” and collectively the “Estoppel Certificates”) from (i) all Major Tenants and (ii) those Space Tenants which together with Major Tenants collectively represent eighty percent (80%) of the leased area of the Premises (“Estoppel Tenants”)letter agreement among EPS, PRGUSA, Robe▇▇ ▇▇▇▇ ▇▇▇ Char▇▇▇ ▇. Such Estoppel Certificates shall be in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser) or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease; provided, however, that the Estoppel Certificate from the Anna’s Linens Space Tenant may be in any form delivered to Seller by the Anna’s Linens Space Tenant (it being understood that Purchaser shall have no right to object in form or substance to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant and that receipt by Purchaser of any Estoppel Certificate from the Anna’s Linens Space Tenant will satisfy Seller’s delivery obligation with respect to such Space Tenant as set forth in this Section 9.3(a)(x)). Notwithstanding the foregoing to the contrary, if the required Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain the required Estoppel Certificates. As used herein, “Major Tenant” shall mean any Space Tenant who leases pursuant to a Space Lease more than ten thousand (10,000) rentable square feet in the aggregate. Notwithstanding the foregoing, if Seller fails to obtain an Estoppel Certificate from Anna’s Linens Space Tenant because a petition in bankruptcy has been filed by or against Anna’s Linens Space Tenant or other similar bankruptcy event has occurred with respect to Anna’s Linens Space Tenant (e.g. a receiver or trustee is appointed to take possession of its assets, an assignment is made for the benefit of its creditors, or other judicial seizure of its assets occurs), then Anna’s Linens Space Tenant (or the square footage under its Lease, as applicable) shall be excluded: (x) from the definition of Major Tenant, and (y) when calculating the total leased area of the Premises for purposes of determining the Estoppel Tenants under this Section 9.3(a)(x). Seller shall deliver to Purchaser, promptly after receipt thereof, copies of each executed Estoppel Certificate obtained by Seller from the Space Tenants; provided, however, that if Seller delivers to Purchaser an executed Estoppel Certificate from a Space Tenant in form or substance to which Purchaser is entitled to object pursuant to this Section 9.3(a)(x) and delivers a subsequent executed Estoppel Certificate from such Space Tenant in form and substance to which Purchaser shall not have the right to object pursuant to this Section 9.3(a)(x), then such subsequent Estoppel Certificate shall be deemed acceptable for purposes of satisfying Seller’s obligation to deliver Estoppel Certificates under this Contract. If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(x), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. Except (x) as set forth ▇▇▇▇▇▇▇ ▇▇▇cribed in Section 12.1 and (y) with respect to any Estoppel Certificate delivered by the Anna’s Linens Space Tenant, in the event any Estoppel Certificate shall claim a default (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information actually disclosed to and actually known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default or an objection to Purchaser’s closing title to the Premises) by Seller under a Space Lease (such default hereinafter being referred to as an “Estoppel Default”), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence, if (1) Purchaser fails to terminate this Contract as provided for above, or (2) such Estoppel Default will require less than Five Hundred Thousand Dollars ($500,000) to cure and if Seller agrees to escrow at Closing sufficient funds to remedy such Estoppel Default and otherwise elects to indemnify Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default, then, in either event, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to subsection (2) above. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) five (5) Business Days following Purchaser’s receipt of executed Estoppel Certificates and (ii) one (1) Business Day before the Closing Date, of Purchaser’s permitted objections to any such Estoppel Certificates. Purchaser’s failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppel Certificates;7.13 hereof.