Common use of Closing Mechanics Clause in Contracts

Closing Mechanics. 12.1 Closing shall, unless otherwise agreed by the Parties, take place at the offices of Accura Advokat partnerselskab, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇, ▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, on 1 June 2015, at 10:00am subject to the Merger Condition having been fulfilled or waived no later than 5 Business Days prior to that date. If the condition has not been fulfilled or waived prior to that date, Closing must instead take place on the date which is 5 Business Days after the Merger Condition has been fulfilled or waived, or such other date as mutually agreed by the Parties. 12.2 No later than 4 Business Days prior to the Closing Date, the Sellers’ Representative must deliver to the Buyer: (a) a draft Closing Memorandum; and (b) a certificate from Danske Bank A/S stating (i) the amounts and currency required to effect full prepayment of the Pay-Off Amounts, and (ii) all payee account details as will be required by the Buyer to effect payment of the Pay-Off Amounts in accordance with clause 12.5(b) and, in a form acceptable to the Buyer acting reasonably, confirming finally and irrevocably and with binding effect for Danske Bank A/S, that (iii) subject to performance of the payment instructions as set out in the certificate all Third Party Rights in respect of the Secured Debt shall be deemed to be fully and finally discharged and released. 12.3 No later than 4 Business Days prior to the Closing Date, the Sellers’ Representative must deliver to the Buyer a good faith estimate of the consolidated Cash and consolidated Debt of the Group as of the Effective Date, each determined in accordance with the principles set forth in clause 5.2 (the “Preliminary Purchase Price Calculation”). The Buyer may review and discuss the Preliminary Purchase Price Calculation with the Sellers’ Representative within 2 Business Days following delivery of the Preliminary Purchase Price Calculation. The Sellers’ Representative shall provide to the Buyer all information and data reasonably requested by the Buyer for such review. The Sellers’ Representative shall consider any comments of the Buyer regarding the Preliminary Purchase Price Calculation in good faith and, at the latest on the 2nd Business Day before the Closing Date, notify the Buyer of its final good faith estimate of the Closing Purchase Price (the “Preliminary Purchase Price”); 12.4 At Closing, the Sellers’ Representative must deliver the following documents: (a) a statement in the form attached as Schedule 12.4(a) signed by the Sellers’ Representative on the Closing Date on behalf of the Sellers and confirming that to the knowledge of the Sellers no Material Adverse Change occurred after the Signing Date; (b) the Company’s original register of shareholders evidencing that the Buyer is entered as the owner of the Shares free from any Third Party Rights; (c) letters of resignation from each member of the board of directors of the Company; (d) the Escrow Agreement duly executed by the Sellers; (e) a final version of the Closing Memorandum executed on behalf of the Sellers; and (f) evidence of the authority of the individual(s) signing the Closing Memorandum on behalf of the Sellers.

Closing Mechanics. 12.1 (a) The parties shall conduct an escrow Closing shallthrough the Escrow Agent as escrowee so that it will not be necessary for any party to attend Closing. The escrow Closing shall be conducted in accordance with an escrow arrangement, unless otherwise agreed by and pursuant to an escrow agreement, reasonably acceptable to Eldorado, Buyer and the PartiesEscrow Agent (the “Escrow Arrangement”). The Closing shall occur on the Scheduled Closing Date in accordance with the provisions of Section 6.1(b) hereof, take place at subject to the offices right of Accura Advokat partnerselskabeither party to adjourn Closing one or more times (but not beyond the Outside Date) if necessary to satisfy the closing conditions set forth in Section 6.4 and Section 6.5 hereof. (b) On the Scheduled Closing Date, provided (1) all conditions precedent to Eldorado’s obligations hereunder have been satisfied (or waived) in accordance with Section 6.5, and (2) all conditions precedent to Buyer’s obligations hereunder have been satisfied (or waived) in accordance with Section 6.4, (i) Eldorado shall cause ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇, ▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, on 1 June 2015, at 10:00am subject to convey the Owned Property to Buyer pursuant to the Deed, (ii) Buyer shall, and Eldorado shall cause JCC to, enter into the HNO Ground Lease Assignment and Assumption Agreement and Act of Cash Sale of Improvements, (iii) Buyer shall, and Eldorado shall cause JCC to, enter into the Lease Assignment and Acceptance Agreement; (iv) Buyer shall, and Eldorado shall cause Seller HNO Tenant (as one of the entities comprising Non-CPLV Lease Tenant) to, enter into the Lease Assignment and Assumption Agreement, (v) Buyer shall pay the Purchase Price (plus or minus any closing costs in accordance with Section 5.2) to (a) the Exchange Agent (as defined in the Merger Condition having been fulfilled Agreement), in the event the Closing occurs substantially concurrently with the Merger Closing or waived no later than 5 Business Days prior (b) Seller, in the event the Closing does not occur substantially concurrently with the Merger Closing but does occur subsequently thereto, in each case, in accordance with the Escrow Arrangement, (vi) Buyer shall, and Eldorado shall cause Seller HNO Tenant (as one of the entities comprising Non-CPLV Lease Tenant) to, enter into the Non-CPLV Lease Amendment, and (vii) the applicable Buyer Parties will, and Eldorado shall cause the applicable Seller Parties to, execute and deliver the other documents and materials as required under this Agreement, including Sections 6.2 and 6.3. Notwithstanding anything to the contrary contained herein, it is expressly agreed to by Eldorado and Buyer that date. If TIME IS OF THE ESSENCE with respect to Eldorado’s and Buyer’s respective obligations to consummate the condition has not been fulfilled or waived prior to that date, Closing must instead take place Transaction on the date which is 5 Business Days after the Merger Condition has been fulfilled or waived, or such other date as mutually agreed by the PartiesScheduled Closing Date. 12.2 No later than 4 (c) The items to be delivered by each Seller Party or each Buyer Party in accordance with the terms of Sections 6.2 or 6.3 shall be delivered to Escrow Agent at least one (1) Business Days Day prior to the Closing Date, the Sellers’ Representative must deliver to the Buyer: (a) a draft Closing Memorandum; and (b) a certificate from Danske Bank A/S stating (i) the amounts and currency required to effect full prepayment of the Pay-Off Amounts, and (ii) all payee account details as will be required by the Buyer to effect payment of the Pay-Off Amounts in accordance with clause 12.5(b) and, in a form acceptable to the Buyer acting reasonably, confirming finally and irrevocably and with binding effect for Danske Bank A/S, that (iii) subject to performance of the payment instructions as set out in the certificate all Third Party Rights in respect of the Secured Debt shall be deemed to be fully and finally discharged and released. 12.3 No later than 4 Business Days prior to the Closing Date, the Sellers’ Representative must deliver to the Buyer a good faith estimate of the consolidated Cash and consolidated Debt of the Group as of the Effective Date, each determined in accordance with the principles set forth in clause 5.2 (the “Preliminary Purchase Price Calculation”). The Buyer may review and discuss the Preliminary Purchase Price Calculation with the Sellers’ Representative within 2 Business Days following delivery of the Preliminary Purchase Price Calculation. The Sellers’ Representative shall provide to the Buyer all information and data reasonably requested by the Buyer for such review. The Sellers’ Representative shall consider any comments of the Buyer regarding the Preliminary Purchase Price Calculation in good faith and, at the latest on the 2nd Business Day before the Closing Date, notify the Buyer of its final good faith estimate of the Closing Purchase Price (the “Preliminary Purchase Price”); 12.4 At Closing, the Sellers’ Representative must deliver the following documents: (a) a statement in the form attached as Schedule 12.4(a) signed by the Sellers’ Representative on the Closing Date on behalf of the Sellers and confirming that to the knowledge of the Sellers no Material Adverse Change occurred after the Signing Date; (b) the Company’s original register of shareholders evidencing that the Buyer is entered as the owner of the Shares free from any Third Party Rights; (c) letters of resignation from each member of the board of directors of the Company; (d) the Escrow Agreement duly executed by the Sellers; (e) a final version of the Closing Memorandum executed on behalf of the Sellers; and (f) evidence of the authority of the individual(s) signing the Closing Memorandum on behalf of the Sellers.

Closing Mechanics. 12.1 (a) The parties shall conduct an escrow Closing shallthrough the Escrow Agent as escrowee so that it will not be necessary for any party to attend Closing. The escrow Closing shall be conducted in accordance with an escrow arrangement, unless otherwise agreed by and pursuant to an escrow agreement, reasonably acceptable to Eldorado, Buyer and the PartiesEscrow Agent (the “Escrow Arrangement”). The Closing shall occur on the Scheduled Closing Date in accordance with the provisions of Section 6.1(b) hereof, take place at the offices of Accura Advokat partnerselskab, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇, ▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, on 1 June 2015, at 10:00am subject to the right of either party to adjourn Closing one or more times (but not beyond the Outside Date) if necessary to satisfy the closing conditions set forth in Section 6.4 and Section 6.5 hereof. (b) On the Scheduled Closing Date, provided (1) all conditions precedent to Eldorado’s obligations hereunder have been satisfied (or waived) in accordance with Section 6.5, and (2) all conditions precedent to Buyer’s obligations hereunder have been satisfied (or waived) in accordance with Section 6.4, (i) Eldorado shall cause Seller to convey the Property to Buyer pursuant to the Deed, (ii) Buyer shall, and Eldorado shall cause Seller to, enter into the Lease Assignment and Acceptance Agreement, (iii) Buyer shall, and Eldorado shall cause OpCo (as one of the entities comprising Non-CPLV Lease Tenant) to enter into the Non-CPLV Lease Amendment, (iv) Buyer shall, and Eldorado shall cause OpCo (as one of the entities comprising Non-CPLV Lease Tenant) to, enter into the Lease Assignment and Assumption Agreement, (v) Buyer shall pay the Purchase Price (plus or minus any closing costs in accordance with Section 5.2) to (a) the Exchange Agent (as defined in the Merger Condition having been fulfilled Agreement), in the event the Closing occurs substantially concurrently with the Merger Closing or waived no later than 5 Business Days prior (b) Seller, in the event the Closing does not occur substantially concurrently with the Merger Closing but does occur subsequently thereto, in each case, in accordance with the Escrow Arrangement, and (vi) the applicable Buyer Parties will, and Eldorado shall cause the applicable Seller Parties to, execute and deliver the other documents and materials as required under this Agreement, including Sections 6.2 and 6.3. Notwithstanding anything to the contrary contained herein, it is expressly agreed to by Eldorado and Buyer that date. If TIME IS OF THE ESSENCE with respect to Eldorado’s and Buyer’s respective obligations to consummate the condition has not been fulfilled or waived prior to that date, Closing must instead take place Transaction on the date Scheduled Closing Date. Notwithstanding the foregoing, in the event that it is not feasible for reasons beyond the parties’ control for the parties to complete all of the steps set forth in this Section 6.1(b) on the Scheduled Closing Date, and such failure is not the result of a default by either party to comply with its obligations under the terms of this Agreement, then neither party shall be in default under this Agreement, this Agreement shall remain in full force and effect, and the Closing shall occur on the subsequent Business Day, which is 5 Business Days after shall be deemed the Merger Condition has been fulfilled or waived, or such other date as mutually agreed by the PartiesScheduled Closing Date. 12.2 No later than 4 (c) The items to be delivered by each Seller Party or each Buyer Party in accordance with the terms of Sections 6.2 or 6.3 shall be delivered to Escrow Agent at least one (1) Business Days Day prior to the Closing Date, the Sellers’ Representative must deliver to the Buyer: (a) a draft Closing Memorandum; and (b) a certificate from Danske Bank A/S stating (i) the amounts and currency required to effect full prepayment of the Pay-Off Amounts, and (ii) all payee account details as will be required by the Buyer to effect payment of the Pay-Off Amounts in accordance with clause 12.5(b) and, in a form acceptable to the Buyer acting reasonably, confirming finally and irrevocably and with binding effect for Danske Bank A/S, that (iii) subject to performance of the payment instructions as set out in the certificate all Third Party Rights in respect of the Secured Debt shall be deemed to be fully and finally discharged and released. 12.3 No later than 4 Business Days prior to the Closing Date, the Sellers’ Representative must deliver to the Buyer a good faith estimate of the consolidated Cash and consolidated Debt of the Group as of the Effective Date, each determined in accordance with the principles set forth in clause 5.2 (the “Preliminary Purchase Price Calculation”). The Buyer may review and discuss the Preliminary Purchase Price Calculation with the Sellers’ Representative within 2 Business Days following delivery of the Preliminary Purchase Price Calculation. The Sellers’ Representative shall provide to the Buyer all information and data reasonably requested by the Buyer for such review. The Sellers’ Representative shall consider any comments of the Buyer regarding the Preliminary Purchase Price Calculation in good faith and, at the latest on the 2nd Business Day before the Closing Date, notify the Buyer of its final good faith estimate of the Closing Purchase Price (the “Preliminary Purchase Price”); 12.4 At Closing, the Sellers’ Representative must deliver the following documents: (a) a statement in the form attached as Schedule 12.4(a) signed by the Sellers’ Representative on the Closing Date on behalf of the Sellers and confirming that to the knowledge of the Sellers no Material Adverse Change occurred after the Signing Date; (b) the Company’s original register of shareholders evidencing that the Buyer is entered as the owner of the Shares free from any Third Party Rights; (c) letters of resignation from each member of the board of directors of the Company; (d) the Escrow Agreement duly executed by the Sellers; (e) a final version of the Closing Memorandum executed on behalf of the Sellers; and (f) evidence of the authority of the individual(s) signing the Closing Memorandum on behalf of the Sellers.

Closing Mechanics. 12.1 (a) One business day prior to the Closing, Jefferies & Company, Inc., (“Jefferies”) as closing agent (in such capacity, the “Closing shallAgent”) will contact the contact person for the Purchaser to confirm the closing mechanics set forth herein. (b) On or before 9:00 a.m., unless otherwise agreed New York City time, on the Closing Date, the Purchaser will pay the full amount of the purchase price for the Notes being purchased hereunder to the Closing Agent as required by Section 1.2. In the event that the Purchaser shall fail to deliver all or any portion of the purchase price for the Notes being purchased on or before 9:00 a.m., New York City time, on the Closing Date as required by Section 1.2, the Closing Agent shall be permitted (but shall not be obligated), in its sole discretion, to fund the purchase price for the Notes being purchased on behalf of the Purchaser; provided, however, that the funding of the purchase of any Notes by the PartiesClosing Agent pursuant to this Section 1.3(b) shall not relieve the Purchaser of any liability that it may have to the Company or the Closing Agent pursuant to this Agreement or for the breach of its obligations under this Agreement. In any such case in which the Closing Agent, take place in its sole discretion, has elected to fund the purchase price for the Notes being purchased on behalf of the Purchaser, if the Purchaser has not fulfilled its Annex B-1. obligation to purchase the Notes as set forth herein within two business days of the Closing Date, the Closing Agent shall thereafter be entitled to retain the certificates representing the Notes and, if so requested by the Closing Agent, the Company shall transfer registration of such Notes to or as directed by the Closing Agent. (c) In the event that the Closing Agent shall have funded the purchase of the Notes on behalf of the Purchaser under the circumstances set forth in clause (b) above, such Purchaser shall be obligated to repay the Closing Agent in exchange for the release of the Notes to the Purchaser at a purchase price for the offices Notes equal to 100% of Accura Advokat partnerselskabthe purchase price for the Notes being purchased by such Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇plus accrued interest from the Closing Date; provided, ▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇however, ▇▇▇▇▇▇▇that if the Closing Agent has funded such purchase on behalf of the Purchaser, and the Purchaser subsequently makes payment to the Closing Agent before 9:00 a.m., New York City time, on 1 June 2015the Closing Date, at 10:00am subject the Purchase Price shall equal the purchase price for such Notes plus an amount equal to the Merger Condition having Closing Agent’s cost of intraday funds for such purchase. (d) The receipt of funds by the Closing Agent from the Purchaser shall be deemed to be irrevocable instructions from such Purchaser to the Closing Agent that the conditions to the Closing have been fulfilled satisfied. (e) Funds received by the Closing Agent on behalf of the Company pursuant to this Section 1 (or waived no later than 5 Business Days prior funded by the Closing Agent in its sole discretion pursuant to that dateSection 1.3(c)) will be held in trust and not as property or in the title of the Closing Agent. If On the condition has not been fulfilled or waived prior to that date, Closing must instead take place on the date which is 5 Business Days after the Merger Condition has been fulfilled or waivedDate, or as soon as reasonably practicable thereafter, the Closing Agent shall disburse such other date as mutually funds (net of the agreed amount of fees and expenses of the placement agents) by wire transfer of immediately available funds in accordance with the Parties. 12.2 No later than 4 Business Days Company’s written wire instructions (which shall be provided to the Closing Agent at least one business day prior to the Closing Date), unless otherwise agreed to by the Company and the Closing Agent. (f) Upon receipt of the purchase price from the Purchasers, the Sellers’ Representative must deliver Closing Agent will cause the delivery of such funds to the Buyer: Company, pursuant to written instructions from the Company (a) a draft Closing Memorandum; and (b) a certificate from Danske Bank A/S stating (i) the amounts and currency required to effect full prepayment of the Pay-Off Amounts, and (ii) all payee account details as will which shall be required by the Buyer to effect payment of the Pay-Off Amounts in accordance with clause 12.5(b) and, in a form acceptable provided to the Buyer acting reasonably, confirming finally and irrevocably and with binding effect for Danske Bank A/S, that (iii) subject to performance of the payment instructions as set out in the certificate all Third Party Rights in respect of the Secured Debt shall be deemed to be fully and finally discharged and released. 12.3 No later than 4 Business Days Closing Agent at least one business day prior to the Closing Date). Immediately following the Company’s receipt of such funds, the Sellers’ Representative must deliver Notes purchased by the Purchaser (as specified on the signature page hereof) will be issued by the Company and delivered by electronic book-entry through the facilities of DTC to the Buyer a good faith estimate of the consolidated Cash and consolidated Debt of the Group as of the Effective Date, each determined in accordance with the principles set forth in clause 5.2 (the “Preliminary Purchase Price Calculation”). The Buyer may review and discuss the Preliminary Purchase Price Calculation with the Sellers’ Representative within 2 Business Days following delivery of the Preliminary Purchase Price Calculation. The Sellers’ Representative shall provide to the Buyer all information and data reasonably requested account specified by the Buyer for such review. The Sellers’ Representative shall consider any comments of Purchaser on the Buyer regarding Purchaser Questionnaire and will be released by the Preliminary Purchase Price Calculation in good faith andTrustee, at the latest on the 2nd Business Day before the Closing Date, notify the Buyer of its final good faith estimate of the Closing Purchase Price (the “Preliminary Purchase Price”); 12.4 At Closing, the Sellers’ Representative must deliver the following documents: (a) a statement in the form attached as Schedule 12.4(a) signed by the Sellers’ Representative on the Closing Date on behalf of the Sellers and confirming that to the knowledge of the Sellers no Material Adverse Change occurred after the Signing Date; (b) the Company’s original register of shareholders evidencing that the Buyer is entered as the owner of the Shares free from any Third Party Rights; (c) letters of resignation from each member of the board of directors written instruction of the Company; (d) , to such Purchaser at the Escrow Agreement duly executed by the Sellers; (e) a final version Closing and upon receipt of the Closing Memorandum executed on behalf of the Sellers; and (f) evidence of the authority of the individual(s) signing the Closing Memorandum on behalf of the SellersPurchaser’s DWAC deposit request.

Closing Mechanics. 12.1 The First Closing shalland each Subsequent Closing are each referred to herein as a “Closing,” and the date applicable to any such Closing, unless otherwise agreed by the Parties, a “Closing Date.” Each Closing will take place by facsimile or PDF, at the offices of Accura Advokat partnerselskab, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇, ▇▇-▇▇▇▇ ▇▇& ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, on 1 June 2015, at 10:00am subject to the Merger Condition having been fulfilled or waived no later than 5 Business Days prior to that date. If the condition has not been fulfilled or waived prior to that date, Closing must instead take place on the date which is 5 Business Days after the Merger Condition has been fulfilled or waivedP.C., or at such other date place as mutually agreed shall be designated by the Parties. 12.2 No later than 4 Business Days prior Company and agreed to by Purchasers who have agreed to purchase a majority of the Closing DateShares to be issued hereunder at such Closing. At or before each Closing, the Sellers’ Representative must Company and the Purchasers in such Closing (as designated on Exhibit A-1 hereto) will execute counterpart signature pages to this Agreement and the Amended Members Agreement, Amended Co-Sale Agreement and Amended Voting Agreement (each as defined in Section 4(a) below and together this Agreement, the “Agreements”). At or before each Closing, each Purchaser shall deliver to the Buyer: (a) a draft Closing Memorandum; and (b) a certificate from Danske Bank A/S stating (i) Company the amounts and currency required to effect full prepayment aggregate Purchase Price of the Pay-Off AmountsShares to be purchased by such Purchaser in such Closing, and (ii) all payee account details as will be required by the Buyer to effect which is set forth opposite each Purchaser’s name in Exhibit A-1 hereto. The payment of the Pay-Off Amounts in accordance with clause 12.5(b) and, in a form acceptable to the Buyer acting reasonably, confirming finally and irrevocably and with binding effect for Danske Bank A/S, that (iii) subject to performance of the payment instructions as set out in the certificate all Third Party Rights in respect of the Secured Debt shall be deemed to be fully and finally discharged and released. 12.3 No later than 4 Business Days prior to the Closing Date, the Sellers’ Representative must deliver to the Buyer a good faith estimate of the consolidated Cash and consolidated Debt of the Group as of the Effective Date, each determined in accordance with the principles set forth in clause 5.2 (the “Preliminary Purchase Price Calculation”). The Buyer may review and discuss the Preliminary Purchase Price Calculation with the Sellers’ Representative within 2 Business Days following delivery of the Preliminary Purchase Price Calculation. The Sellers’ Representative shall provide to the Buyer all information and data reasonably requested by the Buyer for such review. The Sellers’ Representative shall consider any comments of the Buyer regarding the Preliminary Purchase Price Calculation in good faith and, at the latest on the 2nd Business Day before the Closing Date, notify the Buyer of its final good faith estimate of the Closing Purchase Price (the “Preliminary Purchase Price”); 12.4 At Closing, the Sellers’ Representative must deliver the following documents: (a) a statement in the form attached of a cashier’s check, wire transfer of immediately available funds or cancellation of indebtedness. At each Closing, or as Schedule 12.4(a) signed promptly thereafter as practicable, the Company will issue to each Purchaser a certificate representing the Shares being purchased by such Purchaser in such Closing, as set forth opposite such Purchaser’s name in Exhibit A-1 hereto, registered in the name of such Purchaser. Upon delivery by each new Purchaser, if any, in the Subsequent Closing of an executed counterpart signature page to this Agreement (and acceptance by the Sellers’ Representative on Company of such signature page), such Purchaser shall become a Party (as defined below) to this Agreement as a Purchaser with no further amendment or action by any other Purchaser, and the Closing Date on behalf Schedule of the Sellers and confirming that to the knowledge of the Sellers no Material Adverse Change occurred after the Signing Date; (b) the Company’s original register of shareholders evidencing that the Buyer is entered Purchasers attached hereto as the owner of the Shares free from any Third Party Rights; (c) letters of resignation from each member of the board of directors of the Company; (d) the Escrow Agreement duly executed by the Sellers; (e) a final version of the Closing Memorandum executed on behalf of the Sellers; and (f) evidence of the authority of the individual(s) signing the Closing Memorandum on behalf of the SellersExhibit A-1 will be updated accordingly.

Closing Mechanics. 12.1 Closing shall, unless otherwise agreed by the Parties, take place at the offices of Accura Advokat partnerselskab, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇, ▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, on 1 June 2015, at 10:00am subject (1) On or prior to the Merger Condition having been fulfilled or waived no later than 5 Business Days prior Closing, the Company shall (i) take all actions necessary to terminate the Data Return LLC 2006 Unit Option Plan (the “Unit Option Plan”) and the Data Return LLC 2006 Unit Appreciation Rights Plan (the “Unit Appreciation Rights Plan”) (collectively referred to as the “Unit Plans”). In furtherance of the foregoing, all unit options granted under the Unit Option Plan (the “Unit Option Awards”) and all unit appreciation rights granted under the Unit Appreciation Rights Plan (the “UAR Awards”) that date. If the condition has not been fulfilled or waived prior to that date, Closing must instead take place on the date which is 5 Business Days after the Merger Condition has been fulfilled or waived, or such other date as mutually agreed by the Parties. 12.2 No later than 4 Business Days are outstanding immediately prior to the Closing DateDate shall be cancelled effective as of Closing and each holder (the “Award Holders”) of the Unit Option Awards and the UAR Awards shall receive a cash payment equal to the excess, if any, of the Fair Market Value (as defined in the Unit Plans) of the vested portion of the Units subject to each Unit Option Award or UAR Award, whichever applicable, over the aggregate exercise price (as set forth in the individual award agreement) (the “Unit Award Payments”). (2) At the Closing, Purchaser shall deliver to each of the Sellers’ Representative must deliver to the Buyer: : (a) a draft Closing Memorandum; and (b) a certificate from Danske Bank A/S stating an amount equal to the Cash Consideration minus (i) the amounts and currency required Escrow Amount (as defined above), by wire transfer of immediately available funds to effect full prepayment of the Pay-Off Amountsan account or accounts designated in writing by each Seller at least two Business Days prior thereto, and (ii) all payee account details as will be required by the Buyer amount referred to effect payment of the Pay-Off Amounts in accordance with clause 12.5(b) andSection 1.7, in a form acceptable to the Buyer acting reasonably, confirming finally and irrevocably and with binding effect for Danske Bank A/S, that (iii) subject any management, consulting or other fees payable to performance any of the payment instructions as set out in Sellers, (iv) the certificate all Third Party Rights in respect cost of the Secured Debt shall be deemed to be fully retirement the outstanding preferred stock of the Company and finally discharged (v) all legal, broker and released. 12.3 No later than 4 Business Days prior to other fees payable by the Closing DateSellers in connection with the transaction (such net amount, the Sellers’ Representative must deliver to “Closing Seller Wires”) and (b) certificates representing the Buyer a good faith estimate Stock Consideration, duly and validly endorsed in favor of the consolidated Cash applicable Seller or accompanied by a separate duly and consolidated Debt of the Group as of the Effective Date, each determined in accordance with the principles set forth in clause 5.2 validly executed stock power (the “Preliminary Purchase Price CalculationStock Deliveries”). The Buyer may review and discuss the Preliminary Purchase Price Calculation with the Sellers’ Representative within 2 Business Days following delivery of the Preliminary Purchase Price Calculation. The Sellers’ Representative shall provide to the Buyer all information and data reasonably requested by the Buyer for such review. The Sellers’ Representative shall consider any comments of the Buyer regarding the Preliminary Purchase Price Calculation in good faith and, at the latest on the 2nd Business Day before the Closing Date, notify the Buyer of its final good faith estimate of the Closing Purchase Price (the “Preliminary Purchase Price”); 12.4 At Closing, the Sellers’ Representative must deliver the following documents: (a) a statement in the form attached as Schedule 12.4(a) signed by the Sellers’ Representative on the Closing Date on behalf of the Sellers and confirming that to the knowledge of the Sellers no Material Adverse Change occurred after the Signing Date; (b) the Company’s original register of shareholders evidencing that the Buyer is entered as the owner of the Shares free from any Third Party Rights; (c) letters of resignation from each member of the board of directors of the Company; (d) the Escrow Agreement duly executed by the Sellers; (e) a final version of the Closing Memorandum executed on behalf of the Sellers; and (f) evidence of the authority of the individual(s) signing the Closing Memorandum on behalf of the Sellers.

Closing Mechanics. 12.1 Closing shall, unless otherwise agreed by (a) The purchase and sale of the Parties, Purchased Assets and the assumption of the Assumed Obligations will take place in a series of closings at the offices of Accura Advokat partnerselskabBuyer (each a “Closing” and, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇collectively, ▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇the “Closings”), ▇▇▇▇▇▇▇, on 1 June 2015, at 10:00am subject with the first such Closing to the Merger Condition having been fulfilled or waived no later than 5 Business Days prior to that date. If the condition has not been fulfilled or waived prior to that date, Closing must instead take place on April ___, 2014 (the "Initial Closing Date"), and subsequent Closings to take place on such dates set forth on the Closing Schedule, or as otherwise designated by the Buyer, until the final Closing, which must occur on or before May 31, 2014. As used herein, the date which is 5 Business Days after of the Merger Condition has been fulfilled or waived, or final Closing shall be referred to as the "Final Closing Date" and the date of any Closing shall be referred to as a “Closing Date”. Each Closing shall be effective as of 11:59 p.m. on the Closing Date applicable to such other date as mutually agreed by the PartiesClosing. 12.2 No later than 4 Business Days prior (b) On the Initial Closing Date, Seller shall sell and deliver to Buyer, and Buyer shall purchase from Seller good and valid title (free and clear of any Encumbrances) to the Intellectual Property Assets and the Portfolio Assets identified to be transferred and sold on the Closing Schedule to be sold on the Initial Closing Date, other than any Portfolio Assets related to any Portfolio Accounts properly withdrawn by Buyer or Seller in accordance with Section 7.4. (c) On all Closing Dates other than the Initial Closing Date, Seller shall sell and deliver to Buyer, and Buyer shall purchase from Seller good and valid title (free and clear of any Encumbrances) to the Portfolio Assets identified to be transferred and sold on the Closing Schedule to be sold on such Closing Date, other than any Portfolio Assets related to any Portfolio Accounts properly withdrawn by Buyer or Seller in accordance with Section 7.4. (d) On the Final Closing Date, the Sellers’ Representative must Seller shall sell and deliver to the Buyer: (a) a draft Closing Memorandum; and (b) a certificate from Danske Bank A/S stating (i) the amounts and currency required to effect full prepayment of the Pay-Off Amounts, and the Buyer shall purchase from Seller good and valid title (iifree and clear of any Encumbrances) to the Portfolio Assets related to all payee account details as will be required Portfolio Accounts that have not been purchased by the Buyer to effect payment of the Pay-Off Amounts prior thereto, other than any Portfolio Account properly withdrawn by Buyer or Seller in accordance with clause 12.5(bSection 7.4. (e) and, in The Buyer shall not be permitted to purchase any Portfolio Accounts with respect to a form acceptable to particular Customer at a Closing unless the Buyer acting reasonably, confirming finally and irrevocably and purchases all Portfolio Accounts with binding effect for Danske Bank A/S, that (iii) subject respect to performance of the payment instructions as set out in the certificate all Third Party Rights in respect of the Secured Debt shall be deemed to be fully and finally discharged and releasedsuch Customer at such Closing. 12.3 No later than 4 Business Days prior to (f) The Seller hereby agrees that, during the period from the Signing Date through each applicable Closing Date, the Sellers’ Representative must deliver Seller will cooperate in good faith with the Buyer in making joint communications from the Seller and the Buyer to each Customer whose Portfolio Accounts are to be sold to the Buyer a good faith estimate on such Closing Date, which communications shall be subject to the Seller’s reasonable approval and shall contain notice of the consolidated Cash pending sale of such Customer’s Portfolio Accounts to the Buyer and consolidated Debt such other information as may be necessary in order to assist with an orderly transition of responsibilities as lender/factor with respect to such Portfolio Accounts from the Seller to the Buyer. The Buyer hereby agrees that, until the Closing of the Group as sale of the Effective Date, each determined Portfolio Accounts with respect to a particular Customer in accordance with the principles set forth in clause 5.2 (the “Preliminary Purchase Price Calculation”). The Buyer may review and discuss the Preliminary Purchase Price Calculation with the Sellers’ Representative within 2 Business Days following delivery of the Preliminary Purchase Price Calculation. The Sellers’ Representative shall provide to terms hereof, the Buyer all information and data reasonably requested by shall not make or have any communications with such Customer except for the Buyer for such review. The Sellers’ Representative shall consider any comments of joint communications described in the Buyer regarding the Preliminary Purchase Price Calculation in good faith and, at the latest on the 2nd Business Day before the Closing Date, notify the Buyer of its final good faith estimate of the Closing Purchase Price preceding sentence. (the “Preliminary Purchase Price”); 12.4 g) At each Closing, the Sellers’ Representative must deliver Buyer will pay the following documents: (a) a statement Preliminary Closing Payment and assume the Assumed Obligations corresponding to the Portfolio Accounts specified in the form attached as Closing Schedule 12.4(a) signed by the Sellers’ Representative on the for such Closing, such Closing Date on behalf of the Sellers and confirming that Payment to the knowledge of the Sellers no Material Adverse Change occurred after the Signing Date; (b) the Company’s original register of shareholders evidencing that the Buyer is entered as the owner of the Shares free from any Third Party Rights; (c) letters of resignation from each member of the board of directors of the Company; (d) the Escrow Agreement duly executed by the Sellers; (e) a final version of the Closing Memorandum executed on behalf of the Sellers; and (f) evidence of the authority of the individual(s) signing the Closing Memorandum on behalf of the Sellersbe paid in accordance with Section 4.2.

Closing Mechanics. 12.1 Closing shall(a) Unless this Agreement shall have been terminated pursuant to an express right to terminate as herein provided, unless otherwise agreed by the Parties, take place at the offices of Accura Advokat partnerselskab, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇, ▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, on 1 June 2015, at 10:00am subject closing hereunder related to the Merger Condition having been fulfilled purchase and sale of the Assets (the “Closing”) shall occur at 10:00 a.m. Pacific Time on the thirtieth (30th) day following the date that is the later of (i) the expiration of the Diligence Period, or (ii) the date on which all conditions to such Closing expressly stated in this Agreement are satisfied or waived no later than 5 Business Days prior to that date. If the condition has not been fulfilled or waived prior to that date, Closing must instead take place on the date which is 5 Business Days after the Merger Condition has been fulfilled or waivedin writing, or such other date as may be mutually agreed to by the Partiesparties (the “Closing Date”). Subject to the preceding sentence, the parties hereto acknowledge that their respective intention is to have a Closing Date which is the last day of a calendar month. For purposes of the foregoing, if said 30th day is not the last day of a calendar month, the Closing Date shall be on the last day of the current calendar month in which said 30th day occurs. The Closing will be effective for accounting purposes as of 11:59:59 p.m. Pacific Time on the Closing Date (the “Effective Time”) such that the Closing Date will be a day of income and expense to Seller. The Closing shall take place through an exchange of consideration and documents using overnight courier service, wire transfers, electronic mail or facsimile. 12.2 No later than 4 Business Days prior to (b) On the Closing Date, all documents and other materials required from Seller under Section 10.1(b) (collectively, the Sellers’ Representative must deliver “Seller Documents”) and from Real Estate Purchasers and the TRS Entity under Section 10.1(c) (collectively, the “Purchaser Documents”) in order to effectuate the consummation of the Closing shall be delivered to the Buyer: (a) a draft Closing Memorandum; and (b) a certificate from Danske Bank A/S stating offices of the Title Company, as escrow agent, or at such other place as Purchaser may reasonably require. Notwithstanding the foregoing, (i) the amounts and currency required to effect full prepayment Seller may deliver all of the Pay-Off AmountsSeller Documents required hereunder to the Title Company or to Purchaser’s counsel on or before the Closing Date (to hold in escrow in accordance with customary conveyancing practices subject to the consummation of the Closing), and (ii) Real Estate Purchasers and the TRS Entity may deliver all payee account details as will be required by the Buyer to effect payment of the Pay-Off Amounts Purchaser Documents required hereunder to the Title Company or to Seller’s counsel on or before the Closing Date (to hold in escrow in accordance with clause 12.5(b) and, in a form acceptable customary conveyancing practices subject to the Buyer acting reasonably, confirming finally and irrevocably and with binding effect for Danske Bank A/S, that (iii) subject to performance consummation of the payment instructions as set out in the certificate all Third Party Rights in respect of the Secured Debt shall be deemed to be fully and finally discharged and releasedClosing). 12.3 No later than 4 Business Days prior to the Closing Date, the Sellers’ Representative must deliver to the Buyer a good faith estimate of the consolidated Cash and consolidated Debt of the Group as of the Effective Date, each determined in accordance with the principles set forth in clause 5.2 (the “Preliminary Purchase Price Calculation”). The Buyer may review and discuss the Preliminary Purchase Price Calculation with the Sellers’ Representative within 2 Business Days following delivery of the Preliminary Purchase Price Calculation. The Sellers’ Representative shall provide to the Buyer all information and data reasonably requested by the Buyer for such review. The Sellers’ Representative shall consider any comments of the Buyer regarding the Preliminary Purchase Price Calculation in good faith and, at the latest on the 2nd Business Day before the Closing Date, notify the Buyer of its final good faith estimate of the Closing Purchase Price (the “Preliminary Purchase Price”); 12.4 At Closing, the Sellers’ Representative must deliver the following documents: (a) a statement in the form attached as Schedule 12.4(a) signed by the Sellers’ Representative on the Closing Date on behalf of the Sellers and confirming that to the knowledge of the Sellers no Material Adverse Change occurred after the Signing Date; (b) the Company’s original register of shareholders evidencing that the Buyer is entered as the owner of the Shares free from any Third Party Rights; (c) letters of resignation from each member of the board of directors of the Company; (d) the Escrow Agreement duly executed by the Sellers; (e) a final version of the Closing Memorandum executed on behalf of the Sellers; and (f) evidence of the authority of the individual(s) signing the Closing Memorandum on behalf of the Sellers.

Closing Mechanics. 12.1 (a) Set forth on Schedule 1.8 hereto is an outline of the transaction mechanics (the “Closing shallMechanics”), unless otherwise agreed by including, without limitation, the Parties, take place at transactions set forth in Section 1.1. At least three (3) business days prior to the offices of Accura Advokat partnerselskabClosing Date, ▇▇▇▇▇▇ ▇▇▇Holding shall deliver to HSI a certificate (the “Closing Date Certificate”), which shall set forth estimates of the Aggregate Preferred Face Amount, the Refinancing Expenses and the Existing Net Debt. The amounts set forth on the Closing Date Certificate shall be used for purposes of Closing Mechanics at the Closing, provided that any payments and distributions made in accordance with Schedule 1.8 shall be subject to adjustment following the Closing as set forth in Section 1.8(b) below. (b) Within ten (10) days after the Closing, the ▇▇▇▇▇▇ ▇, ▇▇-▇▇▇▇ Group shall deliver to ▇▇▇▇▇▇▇▇▇ Holding a statement setting forth the actual Aggregate Preferred Face Amount, the Refinancing Expenses and Existing Net Debt (the “Final Closing Statement”), which statement shall set forth in reasonable detail the actual Refinancing Expenses and Existing Net Debt as of the Closing. If ▇▇▇▇▇▇ Holding delivers a dispute notice to the ▇▇▇▇▇▇ Group within ten (10) days after receipt by ▇▇▇▇▇▇ Holding of the Final Closing Statement, on 1 June 2015then ▇▇▇▇▇▇ Holding and the ▇▇▇▇▇▇ Group will attempt to resolve and finally determine and agree upon the Final Closing Statement as promptly as practicable. If ▇▇▇▇▇▇ Holding and the ▇▇▇▇▇▇ Group are unable to agree upon the Final Closing Statement within thirty (30) days any items remaining in dispute, at 10:00am subject the request of either party at any time after the HSI Negotiation Period, shall be submitted to the Merger Condition having been fulfilled or waived no later than 5 Business Days prior Accounting Firm to that dateresolve such dispute pursuant to the dispute resolution provisions of Section 2.2(c) hereof, mutatis mutandis. If Upon final determination of the condition has not been fulfilled or waived prior to that date, Closing must instead take place amounts set forth on the date which is 5 Business Days after the Merger Condition has been fulfilled or waivedFinal Closing Statement, or such other date as mutually agreed by the Parties. 12.2 No later than 4 Business Days prior all payments and distributions made pursuant to the Closing DateMechanics shall be recalculated as though the amounts set forth on the Final Closing Statement were used for purposes of the Closing, and each of the Sellers’ Representative must deliver ▇▇▇▇▇▇ Holding Members and ▇▇▇▇▇▇ Holding agrees to make such payments or distributions as may be necessary to true-up any such payments and distributions to reflect the amounts set forth on the Final Closing Statement. The parties acknowledge that HSI and its representatives on the Company Board shall have the right to exercise the rights of ▇▇▇▇▇▇ Holding under this Section 1.8(b) (including the resolution of disputes). (c) Notwithstanding anything contained herein to the Buyer: (a) a draft Closing Memorandum; and (b) a certificate from Danske Bank A/S stating contrary, (i) the amounts and currency aggregate cash payment by HSI pursuant to the Closing Mechanics is equal to $55,323,439,22, subject to adjustment for the amount of Refinancing Expenses (other than the payments, if any, required to effect full prepayment of the Pay-Off Amountsby Article 2), and (ii) immediately after giving effect to all payee account details as will be required by the Buyer to effect payment transactions contemplated hereby, HSI shall own, directly or indirectly, 50.1% of the Pay-Off Amounts outstanding equity interests in accordance with clause 12.5(b) and, in a form acceptable to the Buyer acting reasonably, confirming finally ▇▇▇▇▇▇ Holding and irrevocably and with binding effect for Danske Bank A/S, that (iii) subject to performance of the payment instructions as set out in the certificate all Third Party Rights in respect of the Secured Debt there shall be deemed to be fully only one class of outstanding Equity Securities of ▇▇▇▇▇▇ Holding and finally discharged and released. 12.3 No later than 4 Business Days prior to the Closing Date, the Sellers’ Representative must deliver to the Buyer a good faith estimate of the consolidated Cash and consolidated Debt of the Group as of the Effective Date, each determined MergerSub in accordance with the principles set forth in clause 5.2 (the “Preliminary Purchase Price Calculation”). The Buyer may review and discuss the Preliminary Purchase Price Calculation with the Sellers’ Representative within 2 Business Days following delivery of the Preliminary Purchase Price Calculation. The Sellers’ Representative shall provide to the Buyer all information and data reasonably requested by the Buyer for such review. The Sellers’ Representative shall consider any comments of the Buyer regarding the Preliminary Purchase Price Calculation in good faith and, at the latest on the 2nd Business Day before the Closing Date, notify the Buyer of its final good faith estimate of the Closing Purchase Price (the “Preliminary Purchase Price”); 12.4 At Closing, the Sellers’ Representative must deliver the following documents: (a) a statement in the form attached as Schedule 12.4(a) signed by the Sellers’ Representative on the Closing Date on behalf of the Sellers and confirming that to the knowledge of the Sellers no Material Adverse Change occurred after the Signing Date; (b) the Company’s original register of shareholders evidencing that the Buyer is entered as the owner of the Shares free from any Third Party Rights; (c) letters of resignation from each member of the board of directors of the Company; (d) the Escrow Agreement duly executed by the Sellers; (e) a final version of the Closing Memorandum executed on behalf of the Sellers; and (f) evidence of the authority of the individual(s) signing the Closing Memorandum on behalf of the SellersMechanics.

Closing Mechanics. 12.1 Annex B-1. (a) One business day prior to the Closing, Jefferies LLC (“Jefferies”) as closing agent (in such capacity, the “Closing shallAgent”) will contact the contact person for each Undersigned to confirm the closing mechanics set forth herein. (b) On or before 9:00 a.m., unless otherwise agreed New York City time, on the Closing Date, the Purchaser will pay the Aggregate Purchase Price for the Notes and Warrants being purchased hereunder to the Closing Agent as required by Section 1.2. In the event that the Purchaser shall fail to deliver all or any portion of the purchase price for the Notes and Warrants being purchased on or before 9:00 a.m., New York City time, on the Closing Date as required by Section 1.2, the Closing Agent shall be permitted (but shall not be obligated), in its sole discretion, to fund the Aggregate Purchase Price for the Notes and Warrants being purchased on behalf of the Purchaser; provided, however, that the funding of the purchase of any Notes and Warrants by the PartiesClosing Agent pursuant to this Section 1.3(b) shall not relieve the Purchaser or the Undersigned of any liability that it may have to the Company or the Closing Agent pursuant to this Agreement or for the breach of its obligations under this Agreement. In any such case in which the Closing Agent, take place in its sole discretion, has elected to fund the purchase price for the Notes and Warrants being purchased on behalf of the Purchaser, if the Purchaser has not fulfilled its obligation to purchase the Notes and Warrants as set forth herein within two business days of the Closing Date, the Closing Agent shall thereafter be entitled to retain the certificates representing the Notes and Warrants and, if so requested by the Closing Agent, the Company shall transfer registration of such Notes and Warrants to or as directed by the Closing Agent. (c) In the event that the Closing Agent shall have funded the purchase of the Notes and Warrants on behalf of the Purchaser under the circumstances set forth in clause (b) above, such Purchaser shall be obligated to repay the Closing Agent in exchange for the release of the Notes and Warrants to the Purchaser at a purchase price for the offices Notes and Warrants equal to 100% of Accura Advokat partnerselskabthe Aggregate Purchase Price for the Notes and Warrants being purchased by such Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇plus accrued interest from the Closing Date; provided, ▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇however, ▇▇▇▇▇▇▇that if the Closing Agent has funded such purchase on behalf of the Purchaser, and the Purchaser subsequently makes payment to the Closing Agent before 9:00 a.m., New York City time, on 1 June 2015the Closing Date, at 10:00am subject the Purchase Price shall equal the purchase price for such Notes and Warrants plus an amount equal to the Merger Condition having Closing Agent’s cost of intraday funds for such purchase. (d) The receipt of funds by the Closing Agent from the Purchaser shall be deemed to be irrevocable instructions from the Purchaser and the Undersigned to the Closing Agent that the conditions to the Closing have been fulfilled satisfied. (e) Funds received by the Closing Agent on behalf of the Company pursuant to this Section 1 (or waived no later than 5 Business Days prior funded by the Closing Agent in its sole discretion pursuant to that dateSection 1.3(c)) will be held in trust and not as property or in the title of the Closing Agent. If On the condition has not been fulfilled or waived prior to that date, Closing must instead take place on the date which is 5 Business Days after the Merger Condition has been fulfilled or waivedDate, or as soon as reasonably practicable thereafter, the Closing Agent shall disburse such other date funds (net of the agreed amount of fees and expenses of Jefferies as mutually agreed the placement agent) by wire transfer of immediately available funds in accordance with the Parties. 12.2 No later than 4 Business Days Company’s written wire instructions (which shall be provided to the Closing Agent at least one business day prior to the Closing Date), unless otherwise agreed to by the Company and the Closing Agent. 112027870 v8 (f) Upon receipt of the purchase price from the Purchaser, the Sellers’ Representative must deliver Closing Agent will cause the delivery of such funds to the Buyer: Company, pursuant to written instructions from the Company (a) a draft Closing Memorandum; and (b) a certificate from Danske Bank A/S stating (i) the amounts and currency required to effect full prepayment of the Pay-Off Amounts, and (ii) all payee account details as will which shall be required by the Buyer to effect payment of the Pay-Off Amounts in accordance with clause 12.5(b) and, in a form acceptable provided to the Buyer acting reasonably, confirming finally and irrevocably and with binding effect for Danske Bank A/S, that (iii) subject to performance of the payment instructions as set out in the certificate all Third Party Rights in respect of the Secured Debt shall be deemed to be fully and finally discharged and released. 12.3 No later than 4 Business Days Closing Agent at least one business day prior to the Closing Date, the Sellers’ Representative must deliver to the Buyer a good faith estimate of the consolidated Cash and consolidated Debt of the Group as of the Effective Date, each determined in accordance with the principles set forth in clause 5.2 (the “Preliminary Purchase Price Calculation”). The Buyer may review and discuss the Preliminary Purchase Price Calculation with the Sellers’ Representative within 2 Business Days Immediately following delivery of the Preliminary Purchase Price Calculation. The Sellers’ Representative shall provide to the Buyer all information and data reasonably requested by the Buyer for such review. The Sellers’ Representative shall consider any comments of the Buyer regarding the Preliminary Purchase Price Calculation in good faith and, at the latest on the 2nd Business Day before the Closing Date, notify the Buyer of its final good faith estimate of the Closing Purchase Price (the “Preliminary Purchase Price”); 12.4 At Closing, the Sellers’ Representative must deliver the following documents: (a) a statement in the form attached as Schedule 12.4(a) signed by the Sellers’ Representative on the Closing Date on behalf of the Sellers and confirming that to the knowledge of the Sellers no Material Adverse Change occurred after the Signing Date; (b) the Company’s original register receipt of shareholders evidencing that such funds, the Buyer is entered as the owner of the Shares free from any Third Party Rights; (c) letters of resignation from each member of the board of directors of the Company; (d) the Escrow Agreement duly executed by the Sellers; (e) a final version of the Closing Memorandum executed on behalf of the Sellers; and (f) evidence of the authority of the individual(s) signing the Closing Memorandum on behalf of the SellersNotes and Warrants will be delivered pursuant to Section 1.2.

Closing Mechanics. 12.1 Closing shallIn order to facilitate the closing of the purchase of the Shares under paragraph 1, unless otherwise agreed (a) the Sellers (i) agree to deposit with the Sellers’ counsel pending closing of the Company Merger and the sale of the Shares hereunder, not less than five business days prior to the scheduled closing date as advised by the PartiesCompany, take place at the offices stock certificates evidencing all Shares then outstanding and (ii) agree that certificates, if any, evidencing any additional Dividend Shares that may be issued during the term of Accura Advokat partnerselskabthis Agreement shall also be directly deposited with the Sellers’ counsel pending such closing (it being understood that prior to the date hereof, no such certificates have been issued), and (b) each THL Seller (i) agrees that ▇▇▇▇▇▇ ▇▇▇▇▇▇. ▇▇▇ ▇Equity Fund IV, ▇▇L.P. shall act, and is hereby appointed, as the agent, proxy and attorney-▇▇▇▇ ▇▇▇▇▇▇▇▇in-fact for such THL Seller (the “THL Agent”) for purposes of any actions to be taken (including any documents delivered) by or on behalf of such THL Seller in connection with the transactions contemplated by this Agreement or any amendment to, ▇▇▇▇▇▇▇, on 1 June 2015, at 10:00am subject to the Merger Condition having been fulfilled waiver of or waived no later than 5 Business Days prior to that date. If the condition has not been fulfilled or waived prior to that date, Closing must instead take place on the date which is 5 Business Days after the Merger Condition has been fulfilled or waived, or such other date as mutually agreed by the Parties. 12.2 No later than 4 Business Days prior to the Closing Date, the Sellers’ Representative must deliver to the Buyer: (a) a draft Closing Memorandum; and (b) a certificate from Danske Bank A/S stating (i) the amounts and currency required to effect full prepayment extension of the Pay-Off Amounts, this Agreement and (ii) agrees that all payee amounts payable to the THL Sellers hereunder shall be aggregated and satisfied by a single payment of such aggregate amount to be made to an account details as will to be required designated by the Buyer THL Agent to effect payment the Company before the closing of the Pay-Off Amounts Company Merger and the sale of the Shares hereunder. The parties agree that in accordance with the event any certificates evidencing the Shares of a Seller shall have been lost, stolen or destroyed, such Seller’s obligations under clause 12.5(b(a) andof the foregoing sentence shall be satisfied upon the making by such Seller of an affidavit of that fact; provided, however, that the Company may, in its discretion, require such Seller to deliver an agreement of indemnification in a form acceptable reasonably satisfactory to the Buyer acting reasonably, confirming finally and irrevocably and with binding effect for Danske Bank A/S, Company against any claim that (iii) subject to performance of may be made against the payment instructions as set out in the certificate all Third Party Rights Company in respect of the Secured Debt shall be deemed certificates alleged to be fully and finally discharged and released. 12.3 No later than 4 Business Days prior to the Closing Datehave been lost, the Sellers’ Representative must deliver to the Buyer stolen or destroyed. The parties agree that, if this Agreement is terminated without a good faith estimate purchase of the consolidated Cash and consolidated Debt of Shares having occurred, any certificates for the Group as of the Effective Date, each determined in accordance with the principles set forth in clause 5.2 (the “Preliminary Purchase Price Calculation”). The Buyer may review and discuss the Preliminary Purchase Price Calculation Shares previously deposited with the Sellers’ Representative counsel shall be returned promptly (and in any event within 2 Business Days following delivery of the Preliminary Purchase Price Calculation. The Sellers’ Representative shall provide two business days) to the Buyer all information Bain Seller and data reasonably requested by the Buyer for such review. The Sellers’ Representative shall consider any comments of the Buyer regarding the Preliminary Purchase Price Calculation in good faith andTHL Agent, at the latest on the 2nd Business Day before the Closing Date, notify the Buyer of its final good faith estimate of the Closing Purchase Price (the “Preliminary Purchase Price”); 12.4 At Closing, the Sellers’ Representative must deliver the following documents: (a) a statement in the form attached as Schedule 12.4(a) signed by the Sellers’ Representative on the Closing Date on behalf of the Sellers and confirming that to the knowledge of the Sellers no Material Adverse Change occurred after the Signing Date; (b) the Company’s original register of shareholders evidencing that the Buyer is entered as the owner of the Shares free from any Third Party Rights; (c) letters of resignation from each member of the board of directors of the Company; (d) the Escrow Agreement duly executed by the Sellers; (e) a final version of the Closing Memorandum executed on behalf of the Sellers; and (f) evidence of the authority of the individual(s) signing the Closing Memorandum on behalf of the Sellersrespectively.

Closing Mechanics. 12.1 (a) The parties shall conduct an escrow Closing shallthrough the Escrow Agent as escrowee so that it will not be necessary for any party to attend Closing. The escrow Closing shall be conducted in accordance with an escrow arrangement, unless otherwise agreed by and pursuant to an escrow agreement, reasonably acceptable to Seller, Buyer and the PartiesEscrow Agent (the “Escrow Arrangement”). The Closing shall occur during the Closing Period in accordance with the provisions of subsection 6.1(b) hereof. (b) On the first (1st) day of the Closing Period, take place at Seller shall cause New Property Owner to be formed and then convey the offices of Accura Advokat partnerselskab, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇, ▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, on 1 June 2015, at 10:00am subject Property to New Property Owner pursuant to the Merger Condition having been fulfilled or waived no later than 5 Business Days prior to that dateDeed, and New Property Owner and Seller will enter into a short form lease of the Property in the form of Exhibit U (the “Short Form of Lease”), the Lease and Easement Assignment and Acceptance Agreement, and the Lease Assignment and Assumption Agreement. If the condition has not been fulfilled or waived prior to that date, Closing must instead take place on the date which is 5 Business Days after the Merger Condition has been fulfilled or waived, or such other date as mutually agreed by the Parties. 12.2 No later than 4 Business Days prior to On the Closing Date, the Sellers’ Representative must deliver provided all conditions precedent to the Buyer: Seller’s obligations hereunder have been satisfied (aor waived) a draft Closing Memorandum; and (b) a certificate from Danske Bank A/S stating (i) the amounts and currency required to effect full prepayment of the Pay-Off Amounts, and (ii) all payee account details as will be required by the Buyer to effect payment of the Pay-Off Amounts in accordance with clause 12.5(bSection 6.5, Seller shall assign and transfer all of the Membership Interests to Buyer and provided all conditions precedent to Buyer’s obligations hereunder have been satisfied (or waived) andin accordance with Section 6.4, Buyer agrees to pay the Purchase Price to Seller, in a form acceptable to the Buyer acting reasonablyeach case, confirming finally and irrevocably and with binding effect for Danske Bank A/S, that (iii) subject to performance of the payment instructions as set out in the certificate all Third Party Rights in respect of the Secured Debt shall be deemed to be fully and finally discharged and released. 12.3 No later than 4 Business Days prior to the Closing Date, the Sellers’ Representative must deliver to the Buyer a good faith estimate of the consolidated Cash and consolidated Debt of the Group as of the Effective Date, each determined in accordance with the principles set forth in clause 5.2 (Escrow Arrangement and Seller and New Property Owner will enter into the “Preliminary Purchase Price Calculation”)Net Lease and the Memorandum of Lease, and Net Lease Guarantor shall execute and deliver the Net Lease Guaranty. The Upon written notice from Seller to Buyer, or Buyer may review and discuss the Preliminary Purchase Price Calculation with the Sellers’ Representative within 2 Business Days following delivery of the Preliminary Purchase Price Calculation. The Sellers’ Representative shall provide to Seller, as applicable, on or prior to the then scheduled Closing Period, each of Seller and Buyer all information shall be entitled to adjourn the then scheduled Closing Period for up to six (6) days in the aggregate, provided that in no event shall the Closing Date be adjourned beyond the December 28, 2017, and data reasonably requested in no event will the Closing occur after December 28, 2017. Notwithstanding anything to the contrary contained herein, it is expressly agreed to by Seller and Buyer that TIME IS OF THE ESSENCE with respect to Seller’s and Buyer’s respective obligations to consummate the Buyer for such review. The Sellers’ Representative shall consider any comments of the Buyer regarding the Preliminary Purchase Price Calculation in good faith and, at the latest Transaction on the 2nd Business Day before the Closing Date, notify the Buyer of its final good faith estimate of the Closing Purchase Price (the “Preliminary Purchase Price”); 12.4 At Closing, the Sellers’ Representative must deliver the following documents: (a) a statement in the form attached as Schedule 12.4(a) signed by the Sellers’ Representative on the Closing Date on behalf of the Sellers and confirming that to the knowledge of the Sellers no Material Adverse Change occurred after the Signing Date; (b) the Company’s original register of shareholders evidencing that the Buyer is entered as the owner of the Shares free from any Third Party Rights;. (c) letters The items to be delivered by Seller or Buyer in accordance with the terms of resignation from each member of the board of directors of the Company; Sections 6.2 or 6.3 (dother than those pursuant to subsections 6.2(a) the through (c) and 6.2(g)) shall be delivered to Escrow Agreement duly executed by the Sellers; (e) a final version of Agent on the Closing Memorandum executed on behalf of the Sellers; and (f) evidence of the authority of the individual(s) signing the Closing Memorandum on behalf of the SellersDate.

Closing Mechanics. 12.1 (a) The parties shall conduct an escrow Closing shallthrough the Escrow Agent as escrowee so that it will not be necessary for any party to attend Closing. The escrow Closing shall be conducted in accordance with an escrow arrangement, unless otherwise agreed by and pursuant to an escrow agreement, reasonably acceptable to Seller, Buyer and the PartiesEscrow Agent (the “Escrow Arrangement”). The Closing shall occur during the Closing Period in accordance with the provisions of subsection 6.1(b) hereof. (b) On the first (1st) day of the Closing Period, take place at Seller shall cause New Property Owner to be formed and then convey the offices of Accura Advokat partnerselskab, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇, ▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, on 1 June 2015, at 10:00am subject Property to New Property Owner pursuant to the Merger Condition having been fulfilled or waived no later than 5 Business Days prior to that dateDeed. If the condition has not been fulfilled or waived prior to that date, Closing must instead take place on the date which is 5 Business Days after the Merger Condition has been fulfilled or waived, or such other date as mutually agreed by the Parties. 12.2 No later than 4 Business Days prior to On the Closing Date, the Sellers’ Representative must deliver provided all conditions precedent to the Buyer: Seller’s obligations hereunder have been satisfied (aor waived) a draft Closing Memorandum; and (b) a certificate from Danske Bank A/S stating (i) the amounts and currency required to effect full prepayment of the Pay-Off Amounts, and (ii) all payee account details as will be required by the Buyer to effect payment of the Pay-Off Amounts in accordance with clause 12.5(bSection 6.5, Seller shall assign and transfer all of the Membership Interests to Buyer and provided all conditions precedent to Buyer’s obligations hereunder have been satisfied (or waived) andin accordance with Section 6.4, Buyer agrees to pay the Purchase Price to Seller, in a form acceptable to the Buyer acting reasonablyeach case, confirming finally and irrevocably and with binding effect for Danske Bank A/S, that (iii) subject to performance of the payment instructions as set out in the certificate all Third Party Rights in respect of the Secured Debt shall be deemed to be fully and finally discharged and released. 12.3 No later than 4 Business Days prior to the Closing Date, the Sellers’ Representative must deliver to the Buyer a good faith estimate of the consolidated Cash and consolidated Debt of the Group as of the Effective Date, each determined in accordance with the principles set forth in clause 5.2 (the “Preliminary Purchase Price Calculation”)Escrow Arrangement. The Buyer may review Closing shall be adjourned as and discuss when the Preliminary Purchase Price Calculation with Closing under the Sellers’ Representative within 2 Business Days following delivery of Other Land PSA is adjourned, provided that in no event shall the Preliminary Purchase Price CalculationClosing Date be adjourned beyond December 28, 2017. The Sellers’ Representative shall provide Notwithstanding anything to the contrary contained herein, it is expressly agreed to by Seller and Buyer all information that TIME IS OF THE ESSENCE with respect to Seller’s and data reasonably requested by Buyer’s respective obligations to consummate the Buyer for such review. The Sellers’ Representative shall consider any comments of the Buyer regarding the Preliminary Purchase Price Calculation in good faith and, at the latest Transaction on the 2nd Business Day before the Closing Date, notify the Buyer of its final good faith estimate of the Closing Purchase Price (the “Preliminary Purchase Price”); 12.4 At Closing, the Sellers’ Representative must deliver the following documents: (a) a statement in the form attached as Schedule 12.4(a) signed by the Sellers’ Representative on the Closing Date on behalf of the Sellers and confirming that to the knowledge of the Sellers no Material Adverse Change occurred after the Signing Date; (b) the Company’s original register of shareholders evidencing that the Buyer is entered as the owner of the Shares free from any Third Party Rights; (c) letters The items to be delivered by Seller or Buyer in accordance with the terms of resignation from each member of the board of directors of the Company; Sections 6.2 or 6.3 (dother than those pursuant to subsection 6.2(a)) the shall be delivered to Escrow Agreement duly executed by the Sellers; (e) a final version of Agent on the Closing Memorandum executed on behalf of the Sellers; and (f) evidence of the authority of the individual(s) signing the Closing Memorandum on behalf of the SellersDate.

Closing Mechanics. 12.1 Closing shallSubject to the satisfaction of the conditions set forth in this Agreement, unless otherwise agreed the closing of the purchase by the Parties, take place Investor of Shares (a "CLOSING") shall occur on the date which is five (5) Business Days following the applicable Put Notice Date (or such other date as is mutually agreed to by the Company and the Investor) (a "CLOSING DATE") at the offices of Accura Advokat partnerselskabTroop Steuber Pasich Reddick & To▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ Par▇ ▇▇▇t, 24t▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("▇▇▇▇▇ ▇▇▇▇▇▇▇"). ▇▇ ▇, ▇▇-▇t one Bus▇▇▇▇▇ ▇ay prior to each Closing, the Company shall deliver (or cause to be delivered) into escrow with Troop Steuber (1) the certificate▇, ▇▇▇▇stered in the name of the Investor, representing the Shares to be issued and sold to the Investor at such Closing and meeting the requirements of Section 4 hereof; (2) the certificate contemplated by Section 6(c) hereof; (3) the legal opinion contemplated by Section 6(d) hereof; (4) all other documents, instruments and writings required to be delivered by it pursuant to the Transaction Documents in order to effect a Closing hereunder; (5) the Trinity Certificates (as defined below); and (6) a writing, executed by each of the Investor and the Company as to the number of Shares to be issued and sold at such Closing and the Purchase Price to be paid therefor by the Investor (the items contemplated by clauses (1) through (6) above are collectively referred to as the "COMPANY REQUIRED ITEMS"). Troop Steuber shall notify each o▇ ▇▇▇ ▇ompany, the Investor and Trinity Capital Advisors, Inc. ("TRINITY") on the Business Day it receives all of the Company Required Items relating to such Closing. If Troop Steuber shall have provided ▇▇▇▇ ▇otice by the Closing, then, provided that the other conditions to the Investor's obligation to purchase Shares hereunder shall have been satisfied or appropriately waived, the Investor shall deliver (or cause to be delivered) (x) to the Company, the Purchase Price for the Shares to be issued and sold at such Closing, less the amounts contemplated by clauses (y) and (z) following this clause (x); (y) to Trinity, (A) an amount equal to 3% of the Purchase Price for the Shares to be issued and sold at such Closing and (B) certificates, registered in the name of Trinity, representing a number of shares of Common Stock having an aggregate Market Price as of the Put Notice Date equal to 2% of the aggregate Purchase Price of the Shares to be issued and sold at such Closing, which certificates shall meet the requirements of Section 4 hereof (the "TRINITY CERTIFICATES"); and (z) to Troop Steuber, $500.00. Notwithst▇▇▇▇▇▇ the foregoing, if the Company is requested by the Investor to deliver Shares via electronic book-entry through The Depository Trust Company ("DTC"), then the parties hereto shall cooperate with one another and with DTC in order to facilitate such delivery and to amend the provisions of this Section in order to facilitate a smooth Closing whereby the risk of loss as to delivery of Purchase Price and Shares in a Closing is not materially adjusted. The parties hereto understand and agree that Troop Steuber will not release th▇ ▇▇▇▇▇ny Required Items to the Investor prior to its receipt of written confirmation from the Company that the Company has received the net proceeds from the sale of the Shares to have been sold at such Closing; provided, however, if the Company does not confirm such receipt by 5:00 p.m. Eastern Time on the Business Day following the Closing Date, the parties hereby direct Troop Steuber to deliver the Comp▇▇▇ ▇▇▇uired Items to the Investor at such time as Troop Steuber receives written ev▇▇▇▇▇▇ from the institution from which the Purchase Price was delivered on behalf of the Investor that funds equal to the amount required hereunder to be delivered to the Company as payment of the Shares to have been sold at such Closing were delivered in accordance with the wire instructions provided by the Company for such purpose (a federal wire number for the correct amount and in accordance with the wire instructions provided by the Company for such purpose shall be conclusive evidence of the Company's receipt). Each of the parties hereto hereby agrees jointly and severally to indemnify and hold harmless Troop Steuber and its members, em▇▇▇▇▇▇▇, agents and representatives from any and all claims, liabilities, costs or expenses in any way arising from or relating to the performance of its duties hereunder and agrees that Troop Steuber shall not have any ▇▇▇▇▇▇▇, on 1 June 2015ty hereunder other than as arising solely from its willful misconduct in performing its duties hereunder. The parties hereto understand and agree that Troop Steuber may, at 10:00am subject to the Merger Condition having been fulfilled or waived no later than 5 any time up▇▇ ▇▇▇ Business Days prior written notice to the parties hereto, resign from its duties and obligations hereunder without recourse to any party. The Investor further understands and agrees that dateTroop Steuber acts as legal couns▇▇ ▇▇ ▇he Company in connection with the transactions contemplated hereby and may, from time to time, represent the Company in other matters, including such matters as may directly or indirectly be adverse to the interests of the Investor. If the condition has not been fulfilled or waived prior The Investor consents to such representation and waives any claim that date, Closing must instead take place such representation represents a conflict of interest on the date which is 5 Business Days after part of Troop Steuber. The Investor under▇▇▇▇▇▇ that the Merger Condition has been fulfilled or waived, or such other date as mutually agreed by Company and Troop Steuber are relying explici▇▇▇ ▇▇ the Parties. 12.2 No later than 4 Business Days prior to the Closing Date, the Sellers’ Representative must deliver to the Buyer: (a) a draft Closing Memorandum; and (b) a certificate from Danske Bank A/S stating (i) the amounts and currency required to effect full prepayment of the Pay-Off Amounts, and (ii) all payee account details as will be required by the Buyer to effect payment of the Pay-Off Amounts foregoing provision in accordance with clause 12.5(b) and, in a form acceptable to the Buyer acting reasonably, confirming finally and irrevocably and with binding effect for Danske Bank A/S, that (iii) subject to performance of the payment instructions as set out in the certificate all Third Party Rights in respect of the Secured Debt shall be deemed to be fully and finally discharged and released. 12.3 No later than 4 Business Days prior to the Closing Date, the Sellers’ Representative must deliver to the Buyer a good faith estimate of the consolidated Cash and consolidated Debt of the Group as of the Effective Date, each determined in accordance connection with the principles set forth in clause 5.2 (the “Preliminary Purchase Price Calculation”). The Buyer may review and discuss the Preliminary Purchase Price Calculation with the Sellers’ Representative within 2 Business Days following delivery of the Preliminary Purchase Price Calculation. The Sellers’ Representative shall provide to the Buyer all information and data reasonably requested by the Buyer for such review. The Sellers’ Representative shall consider any comments of the Buyer regarding the Preliminary Purchase Price Calculation in good faith and, at the latest on the 2nd Business Day before the Closing Date, notify the Buyer of its final good faith estimate of the Closing Purchase Price (the “Preliminary Purchase Price”); 12.4 At Closing, the Sellers’ Representative must deliver the following documents: (a) a statement in the form attached as Schedule 12.4(a) signed by the Sellers’ Representative on the Closing Date on behalf of the Sellers and confirming that to the knowledge of the Sellers no Material Adverse Change occurred after the Signing Date; (b) the Company’s original register of shareholders evidencing that the Buyer is entered as the owner of the Shares free from any Third Party Rights; (c) letters of resignation from each member of the board of directors of the Company; (d) the Escrow Agreement duly executed by the Sellers; (e) a final version of the Closing Memorandum executed on behalf of the Sellers; and (f) evidence of the authority of the individual(s) signing the Closing Memorandum on behalf of the SellersCompany entering into this Agreement.

Closing Mechanics. 12.1 Closing shall, unless otherwise agreed by the Parties, take place at the offices of Accura Advokat partnerselskab, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇, ▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, on 1 June 2015, at 10:00am subject to the Merger Condition having been fulfilled or waived no later than 5 Business Days prior to that date. (a) If the Attractions Purchaser and the Ski Purchaser unanimously agree that the closing conditions set forth in Article 9 of the Purchase Agreement are satisfied, then the Parties shall notify CNL in writing, signed by either Party, that such closing conditions have been satisfied. (b) If either the Attractions Purchaser or the Ski Purchaser believes that one or more of the closing conditions in Section 9.1 and Section 9.2 of the Purchase Agreement have not been satisfied, such Party must promptly notify the other Party in advance of the anticipated Closing Date. The Attractions Purchaser and the Ski Purchaser shall endeavor to discuss in good faith which closing condition has not been fulfilled satisfied and whether such condition can be waived. If either the Attractions Purchaser or waived prior the Ski Purchaser continues to that date, Closing must instead take place on the date which is 5 Business Days after the Merger Condition has been fulfilled or waived, or such other date as mutually agreed by the Parties. 12.2 No later than 4 Business Days prior to the Closing Date, the Sellers’ Representative must deliver to the Buyer: (a) a draft Closing Memorandum; and (b) a certificate from Danske Bank A/S stating (i) the amounts and currency required to effect full prepayment of the Pay-Off Amounts, and (ii) all payee account details as will be required by the Buyer to effect payment of the Pay-Off Amounts in accordance with clause 12.5(b) and, in a form acceptable to the Buyer acting reasonably, confirming finally and irrevocably and with binding effect for Danske Bank A/S, that (iii) subject to performance of the payment instructions as set out in the certificate all Third Party Rights in respect of the Secured Debt shall be deemed to be fully and finally discharged and released. 12.3 No later than 4 Business Days prior to the Closing Date, the Sellers’ Representative must deliver to the Buyer a good faith estimate of the consolidated Cash and consolidated Debt of the Group as of the Effective Date, each determined in accordance with the principles set forth in clause 5.2 (the “Preliminary Purchase Price Calculation”). The Buyer may review and discuss the Preliminary Purchase Price Calculation with the Sellers’ Representative within 2 Business Days following delivery of the Preliminary Purchase Price Calculation. The Sellers’ Representative shall provide to the Buyer all information and data reasonably requested by the Buyer for such review. The Sellers’ Representative shall consider any comments of the Buyer regarding the Preliminary Purchase Price Calculation believe in good faith and, at the latest on the 2nd Business Day before the Closing Date, notify the Buyer of its final good faith estimate that a closing condition in Section 9.1 or Section 9.2 of the Closing Purchase Price Agreement has not been satisfied and (to the “Preliminary Purchase Price”); 12.4 At Closingextent permitted by applicable Law) either the Attractions Purchaser or the Ski Purchaser is unable or unwilling to waive such closing condition, then the Sellers’ Representative must deliver the following documents: (a) a statement in the form attached as Schedule 12.4(a) signed by the Sellers’ Representative on the Closing Date on behalf Parties shall promptly notify CNL of such failure of the Sellers and confirming that applicable closing condition to the knowledge of the Sellers no Material Adverse Change occurred after the Signing Date; (b) the Company’s original register of shareholders evidencing that the Buyer is entered as the owner of the Shares free from any Third Party Rights;be satisfied. (c) letters Notwithstanding Section 8.1(b) above, the Ski Purchaser shall not have the unilateral right to cause the Parties to notify CNL that a closing condition has not been satisfied solely on the basis of resignation from each member (A) a failure, or purported failure, of one or more of the board closing conditions set forth in Section 9.2(a) (closing deliverables), (b) (performance of directors covenants), Section 9.2(d) (bring-down of representations), Section 9.2(f) (Target Company Material Adverse Effect), Section 9.2(h) (permits and ground lease approvals) or Section 9.2(i) (pay-off of debt) of the Company; Purchase Agreement, in each case on the basis of facts that have solely an Attractions Assets Effect, or (d) the Escrow Agreement duly executed by the Sellers; (eB) a final version failure, or purported failure, of the Closing Memorandum executed on behalf closing condition set forth in Section 9.2(g) of the Sellers; and (f) evidence of the authority of the individual(s) signing the Closing Memorandum on behalf of the SellersPurchase Agreement.

Closing Mechanics. 12.1 Closing shall(a) Unless this Agreement shall have been terminated pursuant to an express right to terminate as herein provided, unless otherwise agreed by the Parties, take place at the offices of Accura Advokat partnerselskab, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇, ▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, on 1 June 2015, at 10:00am subject closing hereunder related to the Merger Condition having been fulfilled purchase and sale of the Assets (the “Closing”) shall occur at 10:00 a.m. Pacific Time on the tenth (10th) day following the date that is the later of (i) the expiration of the Diligence Period, or (ii) the date on which all conditions to such Closing expressly stated in this Agreement are satisfied or waived no later than 5 Business Days prior to that date. If the condition has not been fulfilled or waived prior to that date, Closing must instead take place on the date which is 5 Business Days after the Merger Condition has been fulfilled or waivedin writing, or such other date as may be mutually agreed to in writing by the Partiesparties (the “Closing Date”). TIME IS OF THE ESSENCE. Subject to the preceding sentence, the parties hereto acknowledge that their respective intention is to have a Closing Date which is the last day of a calendar month. For purposes of the foregoing, if said 10th day is not the last day of a calendar month, the Closing Date shall be on the last day of the current calendar month in which said 10th day occurs. The Closing will be effective for accounting purposes as of 11:59:59 p.m. Pacific Time on the Closing Date (the “Effective Time”) such that the Closing Date will be a day of income and expense to Seller. The Closing shall take place through an exchange of consideration and documents using overnight courier service, wire transfers, electronic mail or facsimile. 12.2 No later than 4 Business Days prior to (b) On the Closing Date, all documents and other materials required from Seller under Section 10.1(b) (collectively, the Sellers’ Representative must deliver “Seller Documents”) and from Real Estate Purchasers and the TRS Entity under Section 10.1(c) (collectively, the “Purchaser Documents”) in order to effectuate the consummation of the Closing shall be delivered to the Buyer: (a) a draft Closing Memorandum; and (b) a certificate from Danske Bank A/S stating offices of the Title Company, as escrow agent, or at such other place as Purchaser may reasonably require. Notwithstanding the foregoing, (i) the amounts and currency required to effect full prepayment Seller may deliver all of the Pay-Off AmountsSeller Documents required hereunder to the Title Company or to Purchaser’s counsel on or before the Closing Date (to hold in escrow in accordance with customary conveyancing practices subject to the consummation of the Closing), and (ii) Real Estate Purchasers and the TRS Entity may deliver all payee account details as will be required by the Buyer to effect payment of the Pay-Off Amounts Purchaser Documents required hereunder to the Title Company or to Seller’s counsel on or before the Closing Date (to hold in escrow in accordance with clause 12.5(b) and, in a form acceptable customary conveyancing practices subject to the Buyer acting reasonably, confirming finally and irrevocably and with binding effect for Danske Bank A/S, that (iii) subject to performance consummation of the payment instructions as set out in the certificate all Third Party Rights in respect of the Secured Debt shall be deemed to be fully and finally discharged and releasedClosing). 12.3 No later than 4 Business Days prior to the Closing Date, the Sellers’ Representative must deliver to the Buyer a good faith estimate of the consolidated Cash and consolidated Debt of the Group as of the Effective Date, each determined in accordance with the principles set forth in clause 5.2 (the “Preliminary Purchase Price Calculation”). The Buyer may review and discuss the Preliminary Purchase Price Calculation with the Sellers’ Representative within 2 Business Days following delivery of the Preliminary Purchase Price Calculation. The Sellers’ Representative shall provide to the Buyer all information and data reasonably requested by the Buyer for such review. The Sellers’ Representative shall consider any comments of the Buyer regarding the Preliminary Purchase Price Calculation in good faith and, at the latest on the 2nd Business Day before the Closing Date, notify the Buyer of its final good faith estimate of the Closing Purchase Price (the “Preliminary Purchase Price”); 12.4 At Closing, the Sellers’ Representative must deliver the following documents: (a) a statement in the form attached as Schedule 12.4(a) signed by the Sellers’ Representative on the Closing Date on behalf of the Sellers and confirming that to the knowledge of the Sellers no Material Adverse Change occurred after the Signing Date; (b) the Company’s original register of shareholders evidencing that the Buyer is entered as the owner of the Shares free from any Third Party Rights; (c) letters of resignation from each member of the board of directors of the Company; (d) the Escrow Agreement duly executed by the Sellers; (e) a final version of the Closing Memorandum executed on behalf of the Sellers; and (f) evidence of the authority of the individual(s) signing the Closing Memorandum on behalf of the Sellers.

Closing Mechanics. 12.1 (a) One business day prior to the Closing, Jefferies & Company, Inc., (“Jefferies”) as closing agent (in such capacity, the “Closing shallAgent”) will contact the contact person for the Purchaser to confirm the closing mechanics set forth herein. (b) On or before 9:00 a.m., unless otherwise agreed New York City time, on the Closing Date, the Purchaser will pay the full amount of the purchase price for the Notes being purchased hereunder to the Closing Agent as required by Section 1.2. In the event that the Purchaser shall fail to deliver all or any portion of the purchase price for the Notes being purchased on or before 9:00 a.m., New York City time, on the Closing Date as required by Section 1.2, the Closing Agent shall be permitted (but shall not be obligated), in its sole discretion, to fund the purchase price for the Notes being purchased on behalf of the Purchaser; provided, however, that the funding of the purchase of any Notes by the PartiesClosing Agent pursuant to this Section 1.3(b) shall not relieve the Purchaser of any liability that it may have to the Company or the Closing Agent pursuant to this Agreement or for the breach of its obligations under this Agreement. In any such case in which the Closing Agent, take place in its sole discretion, has elected to fund the purchase price for the Notes being purchased on behalf of the Purchaser, if the Purchaser has not fulfilled its obligation to purchase the Notes as set forth herein within two business days of the Closing Date, the Closing Agent shall thereafter be entitled to retain the certificates representing the Notes and, if so requested by the Closing Agent, the Company shall transfer registration of such Notes to or as directed by the Closing Agent. (c) In the event that the Closing Agent shall have funded the purchase of the Notes on behalf of the Purchaser under the circumstances set forth in clause (b) above, such Purchaser shall be obligated to repay the Closing Agent in exchange for the release of the Notes to the Purchaser at a purchase price for the offices Notes equal to 100% of Accura Advokat partnerselskabthe purchase price for the Notes being purchased by such Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇plus accrued interest from the Closing Date; provided, ▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇however, ▇▇▇▇▇▇▇that if the Closing Agent has funded such purchase on behalf of the Purchaser, and the Purchaser subsequently makes payment to the Closing Agent before 9:00 a.m., New York City time, on 1 June 2015the Closing Date, at 10:00am subject the Purchase Price shall equal the purchase price for such Notes plus an amount equal to the Merger Condition having Closing Agent’s cost of intraday funds for such purchase. (d) The receipt of funds by the Closing Agent from the Purchaser shall be deemed to be irrevocable instructions from such Purchaser to the Closing Agent that the conditions to the Closing have been fulfilled satisfied. (e) Funds received by the Closing Agent on behalf of the Company pursuant to this Section 1 (or waived no later than 5 Business Days prior funded by the Closing Agent in its sole discretion pursuant to that dateSection 1.3(c)) will be held in trust and not as property or in the title of the Closing Agent. If On the condition has not been fulfilled or waived prior to that date, Closing must instead take place on the date which is 5 Business Days after the Merger Condition has been fulfilled or waivedDate, or as soon as reasonably practicable thereafter, the Closing Agent shall disburse such other date as mutually funds (net of the agreed amount of fees and expenses of the placement agents) by wire transfer of immediately available funds in accordance with the Parties. 12.2 No later than 4 Business Days Company’s written wire instructions (which shall be provided to the Closing Agent at least one business day prior to the Closing Date), unless otherwise agreed to by the Company and the Closing Agent. (f) Upon receipt of the purchase price from the Purchasers, the Sellers’ Representative must deliver Closing Agent will cause the delivery of such funds to the Buyer: Company, pursuant to written instructions from the Company (a) a draft Closing Memorandum; and (b) a certificate from Danske Bank A/S stating (i) the amounts and currency required to effect full prepayment of the Pay-Off Amounts, and (ii) all payee account details as will which shall be required by the Buyer to effect payment of the Pay-Off Amounts in accordance with clause 12.5(b) and, in a form acceptable provided to the Buyer acting reasonably, confirming finally and irrevocably and with binding effect for Danske Bank A/S, that (iii) subject to performance of the payment instructions as set out in the certificate all Third Party Rights in respect of the Secured Debt shall be deemed to be fully and finally discharged and released. 12.3 No later than 4 Business Days Closing Agent at least one business day prior to the Closing Date). Immediately following the Company’s receipt of such funds, the Sellers’ Representative must deliver Notes purchased by the Purchaser (as specified on the signature page hereof) will be issued by the Company and delivered by electronic book-entry through the facilities of DTC to the Buyer a good faith estimate of the consolidated Cash and consolidated Debt of the Group as of the Effective Date, each determined in accordance with the principles set forth in clause 5.2 (the “Preliminary Purchase Price Calculation”). The Buyer may review and discuss the Preliminary Purchase Price Calculation with the Sellers’ Representative within 2 Business Days following delivery of the Preliminary Purchase Price Calculation. The Sellers’ Representative shall provide to the Buyer all information and data reasonably requested account specified by the Buyer for such review. The Sellers’ Representative shall consider any comments of Purchaser on the Buyer regarding Purchaser Questionnaire and will be released by the Preliminary Purchase Price Calculation in good faith andTrustee, at the latest on the 2nd Business Day before the Closing Date, notify the Buyer of its final good faith estimate of the Closing Purchase Price (the “Preliminary Purchase Price”); 12.4 At Closing, the Sellers’ Representative must deliver the following documents: (a) a statement in the form attached as Schedule 12.4(a) signed by the Sellers’ Representative on the Closing Date on behalf of the Sellers and confirming that to the knowledge of the Sellers no Material Adverse Change occurred after the Signing Date; (b) the Company’s original register of shareholders evidencing that the Buyer is entered as the owner of the Shares free from any Third Party Rights; (c) letters of resignation from each member of the board of directors written instruction of the Company; (d) , to such Purchaser at the Escrow Agreement duly executed by the Sellers; (e) a final version Closing and upon receipt of the Closing Memorandum executed on behalf of the Sellers; and (f) evidence of the authority of the individual(s) signing the Closing Memorandum on behalf of the SellersPurchaser’s DWAC deposit request.

Closing Mechanics. 12.1 (i) One business day prior to the Closing, Jefferies & Company, Inc. (“Jefferies”), as closing agent (in such capacity, the “Closing shallAgent”), unless otherwise agreed will contact the contact person for the Buyer set forth below the Buyer’s signature on the signature pages hereto to confirm that the Closing is to take place and the closing mechanics set forth herein. (ii) [reserved] (iii) In the event that the Buyer shall fail to deliver all or any portion of the Purchase Price on or before 12:00 p.m., New York City time, on the Closing Date as required by Section 1(c), the Closing Agent shall be permitted (but shall not be obligated), in its sole discretion, to fund the Purchase Price of the Notes on behalf of the Buyer; provided, however, that the funding of the purchase of any Notes by the Parties, take place at Closing Agent pursuant to this Section 1(c)(ii) shall not relieve the offices Buyer of Accura Advokat partnerselskab, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇, ▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, on 1 June 2015, at 10:00am subject any liability that it may have to the Merger Condition having been fulfilled Company or waived no later than 5 Business Days prior the Closing Agent pursuant to that datethis Agreement or for the breach of its obligations under this Agreement. If In any such case in which the condition Closing Agent, in its sole discretion, has elected to fund the Purchase Price of the Notes on behalf of the Buyer, if the Buyer has not been fulfilled or waived prior its obligation to that date, Closing must instead take place on purchase the date which is 5 Business Days after the Merger Condition has been fulfilled or waived, or such other date Notes as mutually agreed by the Parties. 12.2 No later than 4 Business Days prior to set forth herein within two business days of the Closing Date, the Sellers’ Representative must deliver Closing Agent shall thereafter be entitled to retain the Buyer:Notes and, if so requested by the Closing Agent, the Company shall transfer registration of such Notes to or as directed by the Closing Agent. (aiv) a draft In the event that the Closing Memorandum; and (b) a certificate from Danske Bank A/S stating (i) Agent shall have funded the amounts and currency required to effect full prepayment purchase of the Pay-Off Amounts, and Notes on behalf of the Buyer under the circumstances set forth in clause (ii) all payee account details as will be required by above, the Buyer shall be obligated to effect payment repay the Closing Agent in exchange for the release of the Pay-Off Amounts in accordance with clause 12.5(b) and, in a form acceptable Notes to the Buyer acting reasonably, confirming finally and irrevocably and with binding effect at a Purchase Price for Danske Bank A/S, that (iii) subject the Notes equal to performance 97% of the payment instructions aggregate principal amount of the Notes, as set out in forth below the certificate all Third Party Rights in respect Buyer’s signature on the signature pages hereto, plus accrued interest from the Closing Date. (v) Funds received by the Closing Agent on behalf of the Secured Debt shall Company pursuant to this Section 1 will be deemed to be fully held in trust and finally discharged and released. 12.3 No later than 4 Business Days prior to not as property of the Closing Agent. On the Closing Date, the Sellers’ Representative must deliver to the Buyer a good faith estimate Closing Agent shall disburse such funds (net of the consolidated Cash agreed amount of fees and consolidated Debt expenses of the Group Placement Agent (as defined below)) by wire transfer of the Effective Date, each determined immediately available funds in accordance with the principles set forth in clause 5.2 (the “Preliminary Purchase Price Calculation”). The Buyer may review and discuss the Preliminary Purchase Price Calculation with the Sellers’ Representative within 2 Business Days following delivery of the Preliminary Purchase Price Calculation. The Sellers’ Representative shall provide Company’s written wire instructions to the Buyer all information and data reasonably requested an account specified by the Buyer for such review. The Sellers’ Representative shall consider any comments of the Buyer regarding the Preliminary Purchase Price Calculation in good faith andCompany, at the latest on the 2nd Business Day before the Closing Date, notify the Buyer of its final good faith estimate of the Closing Purchase Price (the “Preliminary Purchase Price”); 12.4 At Closing, the Sellers’ Representative must deliver the following documents: (a) a statement in the form attached as Schedule 12.4(a) signed unless otherwise specified by the Sellers’ Representative on the Closing Date on behalf of the Sellers and confirming that to the knowledge of the Sellers no Material Adverse Change occurred after the Signing Date; (b) the Company’s original register of shareholders evidencing that the Buyer is entered as the owner of the Shares free from any Third Party Rights; (c) letters of resignation from each member of the board of directors of the Company; (d) the Escrow Agreement duly executed by the Sellers; (e) a final version of the Closing Memorandum executed on behalf of the Sellers; and (f) evidence of the authority of the individual(s) signing the Closing Memorandum on behalf of the Sellers.

Closing Mechanics. 12.1 (a) The parties shall conduct an escrow Closing shallthrough the Escrow Agent as escrowee so that it will not be necessary for any party to attend Closing. The escrow Closing shall be conducted in accordance with an escrow arrangement, unless otherwise agreed by and pursuant to an escrow agreement, reasonably acceptable to Seller, Buyer and the PartiesEscrow Agent (the “Escrow Arrangement”). The Closing shall occur during the Closing Period in accordance with the provisions of subsection 6.1(b) hereof. (b) On the first (1st) day of the Closing Period, take place at Seller shall cause New Property Owner to be formed and then convey the offices of Accura Advokat partnerselskab, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇, ▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, on 1 June 2015, at 10:00am subject Property to New Property Owner pursuant to the Merger Condition having been fulfilled or waived no later than 5 Business Days prior to that dateDeed, and New Property Owner and Seller will enter into a short form lease of the Property in the form of Exhibit U (the “Short Form of Lease”), the Lease and Easement Assignment and Acceptance Agreement, and the Lease Assignment and Assumption Agreement. If the condition has not been fulfilled or waived prior to that date, Closing must instead take place on the date which is 5 Business Days after the Merger Condition has been fulfilled or waived, or such other date as mutually agreed by the Parties. 12.2 No later than 4 Business Days prior to On the Closing Date, the Sellers’ Representative must deliver provided all conditions precedent to the Buyer: Seller’s obligations hereunder have been satisfied (aor waived) a draft Closing Memorandum; and (b) a certificate from Danske Bank A/S stating (i) the amounts and currency required to effect full prepayment of the Pay-Off Amounts, and (ii) all payee account details as will be required by the Buyer to effect payment of the Pay-Off Amounts in accordance with clause 12.5(bSection 6.5, Seller shall assign and transfer all of the Membership Interests to Buyer and provided all conditions precedent to Buyer’s obligations hereunder have been satisfied (or waived) andin accordance with Section 6.4, Buyer agrees to pay the Purchase Price to Seller, in a form acceptable to the Buyer acting reasonablyeach case, confirming finally and irrevocably and with binding effect for Danske Bank A/S, that (iii) subject to performance of the payment instructions as set out in the certificate all Third Party Rights in respect of the Secured Debt shall be deemed to be fully and finally discharged and released. 12.3 No later than 4 Business Days prior to the Closing Date, the Sellers’ Representative must deliver to the Buyer a good faith estimate of the consolidated Cash and consolidated Debt of the Group as of the Effective Date, each determined in accordance with the principles set forth in clause 5.2 (Escrow Arrangement and Seller and New Property Owner will enter into the “Preliminary Purchase Price Calculation”)Net Lease and the Memorandum of Lease, and Net Lease Guarantor shall execute and deliver the Net Lease Guaranty. The Upon written notice from Seller to Buyer, or Buyer may review and discuss the Preliminary Purchase Price Calculation with the Sellers’ Representative within 2 Business Days following delivery of the Preliminary Purchase Price Calculation. The Sellers’ Representative shall provide to Seller, as applicable, on or prior to the then scheduled Closing Period, each of Seller and Buyer all information shall be entitled to adjourn the then scheduled Closing Period for up to six (6) days in the aggregate, provided that in no event shall the Closing Date be adjourned beyond December 28, 2017, and data reasonably requested in no event will the Closing occur after December 28, 2017. Notwithstanding anything to the contrary contained herein, it is expressly agreed to by Seller and Buyer that TIME IS OF THE ESSENCE with respect to Seller's and Buyer's respective obligations to consummate the Buyer for such review. The Sellers’ Representative shall consider any comments of the Buyer regarding the Preliminary Purchase Price Calculation in good faith and, at the latest Transaction on the 2nd Business Day before the Closing Date, notify the Buyer of its final good faith estimate of the Closing Purchase Price (the “Preliminary Purchase Price”); 12.4 At Closing, the Sellers’ Representative must deliver the following documents: (a) a statement in the form attached as Schedule 12.4(a) signed by the Sellers’ Representative on the Closing Date on behalf of the Sellers and confirming that to the knowledge of the Sellers no Material Adverse Change occurred after the Signing Date; (b) the Company’s original register of shareholders evidencing that the Buyer is entered as the owner of the Shares free from any Third Party Rights;. (c) letters The items to be delivered by Seller or Buyer in accordance with the terms of resignation from each member of the board of directors of the Company; Sections 6.2 or 6.3 (dother than those pursuant to subsections 6.2(a) the through (c) and 6.2(g)) shall be delivered to Escrow Agreement duly executed by the Sellers; (e) a final version of Agent on the Closing Memorandum executed on behalf of the Sellers; and (f) evidence of the authority of the individual(s) signing the Closing Memorandum on behalf of the Sellers.Date. 15

Closing Mechanics. 12.1 Closing shall, unless otherwise agreed by the Parties, take place at the offices of Accura Advokat partnerselskab, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇, ▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, on 1 June 2015, at 10:00am subject to the Merger Condition having been fulfilled or waived no later than 5 Business Days prior to that date. If the condition has not been fulfilled or waived prior to that date, Closing must instead take place on the date which is 5 Business Days after the Merger Condition has been fulfilled or waived, or such other date as mutually agreed by the Parties. 12.2 No later than 4 Business Days prior to the Closing Date, the Sellers’ Representative must deliver to the Buyer: (a) a draft Closing Memorandum; andThe parties shall conduct an escrow-style closing through the Escrow Agent so that it will not be necessary for any party to attend the Closing. (b) Provided all conditions precedent to Seller’s obligations hereunder have been satisfied, Seller agrees to convey the Phase I Property and Phase IB Property, as applicable, to Buyer upon confirmation of receipt of the Purchase Price by the Escrow Agent as set forth below. Provided all conditions precedent to Buyer’s obligations hereunder have been satisfied, Buyer agrees to pay the amount specified in Section 2.3 by timely delivering the same to the Escrow Agent on the Scheduled Closing Date and unconditionally authorizing and directing the Escrow Agent no later than 1:00 p.m. Eastern Time on the Scheduled Closing Date to deposit the same in Seller’s designated account. In addition, for each full or partial day after 1:00 p.m. Eastern Time on the Scheduled Closing Date that Buyer fails to comply with the foregoing, Buyer shall pay to Seller at Closing (and as a certificate from Danske Bank A/S stating condition thereto) an amount equal to the per diem proration for one (1) day. (c) The items to be delivered by Seller or Buyer in accordance with the terms of Sections 6.2 or 6.3 shall be delivered to Escrow Agent no later than 5:00 p.m. Eastern Time on the last Business Day prior to the Scheduled Closing Date except that (i) the amounts items in the paragraph entitled “Keys and currency required to effect full prepayment of Original Documents” shall be delivered by Seller at the PayPhase I Property and Phase IB Property, as applicable, or made available for pick-Off Amountsup from Seller’s Property Manager on the Closing Date, and (ii) all payee account details as will be required by the Buyer to effect payment of the Pay-Off Amounts in accordance with clause 12.5(b) and, in a form acceptable to the Buyer acting reasonably, confirming finally and irrevocably and with binding effect for Danske Bank A/S, that (iii) subject to performance of the payment instructions as set out in the certificate all Third Party Rights in respect of the Secured Debt Purchase Price shall be deemed to be fully and finally discharged and released. 12.3 No later than 4 Business Days prior to the Closing Date, the Sellers’ Representative must deliver to the delivered by Buyer a good faith estimate of the consolidated Cash and consolidated Debt of the Group as of the Effective Date, each determined in accordance with the principles set forth in clause 5.2 (the “Preliminary Purchase Price Calculation”terms of Section 6.1(b). The Buyer may review and discuss the Preliminary Purchase Price Calculation with the Sellers’ Representative within 2 Business Days following delivery of the Preliminary Purchase Price Calculation. The Sellers’ Representative shall provide to the Buyer all information and data reasonably requested by the Buyer for such review. The Sellers’ Representative shall consider any comments of the Buyer regarding the Preliminary Purchase Price Calculation in good faith and, at the latest on the 2nd Business Day before the Closing Date, notify the Buyer of its final good faith estimate of the Closing Purchase Price (the “Preliminary Purchase Price”); 12.4 At Closing, the Sellers’ Representative must deliver the following documents: (a) a statement in the form attached as Schedule 12.4(a) signed by the Sellers’ Representative on the Closing Date on behalf of the Sellers and confirming that to the knowledge of the Sellers no Material Adverse Change occurred after the Signing Date; (b) the Company’s original register of shareholders evidencing that the Buyer is entered as the owner of the Shares free from any Third Party Rights; (c) letters of resignation from each member of the board of directors of the Company; (d) the Escrow Agreement duly executed by the Sellers; (e) a final version of the Closing Memorandum executed on behalf of the Sellers; and (f) evidence of the authority of the individual(s) signing the Closing Memorandum on behalf of the Sellers.

Closing Mechanics. 12.1 Closing shall(a) Unless this Agreement shall have been terminated pursuant to an express right to terminate as herein provided, unless otherwise agreed by the Parties, take place at the offices of Accura Advokat partnerselskab, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇, ▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, on 1 June 2015, at 10:00am subject closing hereunder related to the Merger Condition having been fulfilled or waived no later than 5 Business Days prior to that date. If purchase and sale of the condition has not been fulfilled or waived prior to that date, Closing must instead take place Assets (the “Closing”) shall occur at 10:00 a.m. Pacific Time on the thirtieth (30th) day following the expiration date that is the later of (i) the Diligence Period, or (ii) the date on which is 5 Business Days after Regulatory Approvals have been obtained under Section 5.5(c), or (iii) the Merger Condition date on which the approval of the Loan Assumption has been fulfilled or waived, obtained under Section 1.4(c) or such other date as may be mutually agreed to by the Partiesparties (the “Closing Date”). Subject to the preceding sentence, the parties hereto acknowledge that their respective intention is to have a Closing Date which is the last day of a calendar month. For purposes of the foregoing, if said 30th day is not the last day of a calendar month, the Closing Date shall be on the last day of the current calendar month in which said 30th day occurs. The Closing will be effective for accounting purposes as of 11:59:59 p.m. Pacific Time on the Closing Date (the “Effective Time”) such that the Closing Date will be a day of income and expense to Seller. The Closing shall take place through an exchange of consideration and documents using overnight courier service, wire transfers, electronic mail or facsimile. 12.2 No later than 4 Business Days prior to (b) On the Closing Date, all documents and other materials required from Seller under Section 10.1(b) (collectively, the Sellers’ Representative must deliver “Seller Documents”) and from Real Estate Purchasers and the TRS Entity under Section 10.1(c) (collectively, the “Purchaser Documents”) in order to effectuate the consummation of the Closing shall be delivered to the Buyer: (a) a draft Closing Memorandum; and (b) a certificate from Danske Bank A/S stating offices of the Title Company, as escrow agent, or at such other place as Purchaser may reasonably require. Notwithstanding the foregoing, (i) the amounts and currency required to effect full prepayment Seller may deliver all of the Pay-Off AmountsSeller Documents required hereunder to the Title Company or to Purchaser’s counsel on or before the Closing Date (to hold in escrow in accordance with customary conveyancing practices subject to the consummation of the Closing), and (ii) Real Estate Purchasers and the TRS Entity may deliver all payee account details as will be required by the Buyer to effect payment of the Pay-Off Amounts Purchaser Documents required hereunder to the Title Company or to Seller’s counsel on or before the Closing Date (to hold in escrow in accordance with clause 12.5(b) and, in a form acceptable customary conveyancing practices subject to the Buyer acting reasonably, confirming finally and irrevocably and with binding effect for Danske Bank A/S, that (iii) subject to performance consummation of the payment instructions as set out in the certificate all Third Party Rights in respect of the Secured Debt shall be deemed to be fully and finally discharged and releasedClosing). 12.3 No later than 4 Business Days prior to the Closing Date, the Sellers’ Representative must deliver to the Buyer a good faith estimate of the consolidated Cash and consolidated Debt of the Group as of the Effective Date, each determined in accordance with the principles set forth in clause 5.2 (the “Preliminary Purchase Price Calculation”). The Buyer may review and discuss the Preliminary Purchase Price Calculation with the Sellers’ Representative within 2 Business Days following delivery of the Preliminary Purchase Price Calculation. The Sellers’ Representative shall provide to the Buyer all information and data reasonably requested by the Buyer for such review. The Sellers’ Representative shall consider any comments of the Buyer regarding the Preliminary Purchase Price Calculation in good faith and, at the latest on the 2nd Business Day before the Closing Date, notify the Buyer of its final good faith estimate of the Closing Purchase Price (the “Preliminary Purchase Price”); 12.4 At Closing, the Sellers’ Representative must deliver the following documents: (a) a statement in the form attached as Schedule 12.4(a) signed by the Sellers’ Representative on the Closing Date on behalf of the Sellers and confirming that to the knowledge of the Sellers no Material Adverse Change occurred after the Signing Date; (b) the Company’s original register of shareholders evidencing that the Buyer is entered as the owner of the Shares free from any Third Party Rights; (c) letters of resignation from each member of the board of directors of the Company; (d) the Escrow Agreement duly executed by the Sellers; (e) a final version of the Closing Memorandum executed on behalf of the Sellers; and (f) evidence of the authority of the individual(s) signing the Closing Memorandum on behalf of the Sellers.

Closing Mechanics. 12.1 (a) The parties shall conduct an escrow Closing shallthrough the Escrow Agent as escrowee so that it will not be necessary for any party to attend Closing. The escrow Closing shall be conducted in accordance with an escrow arrangement, unless otherwise agreed by and pursuant to an escrow agreement, reasonably acceptable to Seller, Buyer and the PartiesEscrow Agent (the “Escrow Arrangement”). The Closing shall occur during the Closing Period in accordance with the provisions of subsection 6.1(b) hereof. (b) On the first (1st) day of the Closing Period, take place at Seller shall cause New Property Owner to be formed and then convey the offices of Accura Advokat partnerselskab, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇, ▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, on 1 June 2015, at 10:00am subject Property to New Property Owner pursuant to the Merger Condition having been fulfilled or waived no later than 5 Business Days prior to that dateDeed, and New Property Owner and Seller will enter into a short form lease of the Property in the form of Exhibit U (the “Short Form of Lease”), the Lease and Easement Assignment and Acceptance Agreement, and the Lease Assignment and Assumption Agreement. If the condition has not been fulfilled or waived prior to that date, Closing must instead take place on the date which is 5 Business Days after the Merger Condition has been fulfilled or waived, or such other date as mutually agreed by the Parties. 12.2 No later than 4 Business Days prior to On the Closing Date, the Sellers’ Representative must deliver provided all conditions precedent to the Buyer: Seller’s obligations hereunder have been satisfied (aor waived) a draft Closing Memorandum; and (b) a certificate from Danske Bank A/S stating (i) the amounts and currency required to effect full prepayment of the Pay-Off Amounts, and (ii) all payee account details as will be required by the Buyer to effect payment of the Pay-Off Amounts in accordance with clause 12.5(bSection 6.5, Seller shall assign and transfer all of the Membership Interests to Buyer and provided all conditions precedent to Buyer’s obligations hereunder have been satisfied (or waived) andin accordance with Section 6.4, Buyer agrees to pay the Purchase Price to Seller, in a form acceptable to the Buyer acting reasonablyeach case, confirming finally and irrevocably and with binding effect for Danske Bank A/S, that (iii) subject to performance of the payment instructions as set out in the certificate all Third Party Rights in respect of the Secured Debt shall be deemed to be fully and finally discharged and released. 12.3 No later than 4 Business Days prior to the Closing Date, the Sellers’ Representative must deliver to the Buyer a good faith estimate of the consolidated Cash and consolidated Debt of the Group as of the Effective Date, each determined in accordance with the principles set forth in clause 5.2 (Escrow Arrangement and Seller and New Property Owner will enter into the “Preliminary Purchase Price Calculation”)Net Lease and the Memorandum of Lease, and Net Lease Guarantor shall execute and deliver the Net Lease Guaranty. The Upon written notice from Seller to Buyer, or Buyer may review and discuss the Preliminary Purchase Price Calculation with the Sellers’ Representative within 2 Business Days following delivery of the Preliminary Purchase Price Calculation. The Sellers’ Representative shall provide to Seller, as applicable, on or prior to the then scheduled Closing Period, each of Seller and Buyer all information shall be entitled to adjourn the then scheduled Closing Period for up to six (6) days in the aggregate, provided that in no event shall the Closing Date be adjourned beyond December 28, 2017, and data reasonably requested in no event will the Closing occur after December 28, 2017. Notwithstanding anything to the contrary contained herein, it is expressly agreed to by Seller and Buyer that TIME IS OF THE ESSENCE with respect to Seller's and Buyer's respective obligations to consummate the Buyer for such review. The Sellers’ Representative shall consider any comments of the Buyer regarding the Preliminary Purchase Price Calculation in good faith and, at the latest Transaction on the 2nd Business Day before the Closing Date, notify the Buyer of its final good faith estimate of the Closing Purchase Price (the “Preliminary Purchase Price”); 12.4 At Closing, the Sellers’ Representative must deliver the following documents: (a) a statement in the form attached as Schedule 12.4(a) signed by the Sellers’ Representative on the Closing Date on behalf of the Sellers and confirming that to the knowledge of the Sellers no Material Adverse Change occurred after the Signing Date; (b) the Company’s original register of shareholders evidencing that the Buyer is entered as the owner of the Shares free from any Third Party Rights;. (c) letters The items to be delivered by Seller or Buyer in accordance with the terms of resignation from each member of the board of directors of the Company; Sections 6.2 or 6.3 (dother than those pursuant to subsections 6.2(a) the through (c) and 6.2(g)) shall be delivered to Escrow Agreement duly executed by the Sellers; (e) a final version of Agent on the Closing Memorandum executed on behalf of the Sellers; and (f) evidence of the authority of the individual(s) signing the Closing Memorandum on behalf of the SellersDate.

Closing Mechanics. 12.1 (a) On or prior to 5:00 p.m., New York City time, on the business day immediately preceding the Closing shallDate, unless otherwise agreed such Purchaser will pay the full amount of the purchase price for the Notes being purchased hereunder to the Closing Agent as required by Section 1.2 above. In the event that such Purchaser shall fail to deliver all or any portion of the purchase price for the Notes being purchased on or before 5:00 p.m., New York City time, on the business day immediately preceding the Closing Date, the Closing Agent will be permitted (but will not be obligated), in its sole discretion, to fund the purchase price for the Notes being purchased on behalf of such Purchaser; provided, however, that the funding of the purchase of any Notes by the PartiesClosing Agent pursuant to this Section 1.3(a) will not relieve such Purchaser of any liability that it may have to the Company or the Closing Agent pursuant to the Note Purchase Agreement or for the breach of its obligations under the Note Purchase Agreement. In any such case in which the Closing Agent, take place in its sole discretion, has elected to fund the purchase price for the Notes being purchased on behalf of such Purchaser, the Closing Agent may direct the delivery and release of the Notes to the Closing Agent’s account pending payment by such Purchaser, and if such Purchaser has not fulfilled its obligation to purchase the Notes as set forth herein within two business days of the Closing Date, the Closing Agent will thereafter be entitled to direct disposition of the Notes in such manner as it deems appropriate (including the purchase thereof for its own account). (b) In the event that the Closing Agent shall have funded the purchase of the Notes on behalf of such Purchaser under the circumstances set forth in clause 1.3(a) above, such Purchaser shall be obligated to repay the Closing Agent in exchange for the release of the Notes to such Purchaser at a purchase price for the offices Notes equal to 100% of Accura Advokat partnerselskabthe purchase price for the Notes being purchased by such Purchaser plus accrued interest from the Closing Date; provided, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇however, ▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇that if the Closing Agent has funded such purchase on behalf of such Purchaser, ▇▇▇▇▇▇▇and such Purchaser subsequently makes payment to the Closing Agent before 9:00 a.m., New York City time, on 1 June 2015the Closing Date, at 10:00am subject the purchase price shall equal the purchase price for such Notes plus an amount equal to the Merger Condition having Closing Agent’s cost of intraday funds for such purchase. (c) The receipt of funds by the Closing Agent from such Purchaser shall be deemed to be irrevocable instructions from such Purchaser to the Closing Agent that the conditions to the Closing have been fulfilled satisfied. (d) Funds received by the Closing Agent on behalf of the Company pursuant to this Section 1 (or waived no later than 5 Business Days prior funded by the Closing Agent in its sole discretion pursuant to that dateSection 1.3(a) above) will be held in trust and not as property or in the title of the Closing Agent. If On the condition has not been fulfilled or waived prior to that date, Closing must instead take place on the date which is 5 Business Days after the Merger Condition has been fulfilled or waivedDate, or as soon as reasonably practicable thereafter, the Closing Agent will disburse such other date as mutually funds (net of the agreed amount of fees and expenses of the Placement Agent set forth in the Engagement Letter) by wire transfer of immediately available funds in accordance with the Parties. 12.2 No later than 4 Business Days Company’s written wire instructions (which shall be provided to the Closing Agent at least one business day prior to the Closing Date), the Sellers’ Representative must deliver unless otherwise agreed to the Buyer: (a) a draft Closing Memorandum; and (b) a certificate from Danske Bank A/S stating (i) the amounts and currency required to effect full prepayment of the Pay-Off Amounts, and (ii) all payee account details as will be required by the Buyer to effect payment of the Pay-Off Amounts in accordance with clause 12.5(b) and, in a form acceptable to the Buyer acting reasonably, confirming finally Company and irrevocably and with binding effect for Danske Bank A/S, that (iii) subject to performance of the payment instructions as set out in the certificate all Third Party Rights in respect of the Secured Debt shall be deemed to be fully and finally discharged and released. 12.3 No later than 4 Business Days prior to the Closing Date, the Sellers’ Representative must deliver to the Buyer a good faith estimate of the consolidated Cash and consolidated Debt of the Group as of the Effective Date, each determined in accordance with the principles set forth in clause 5.2 (the “Preliminary Purchase Price Calculation”). The Buyer may review and discuss the Preliminary Purchase Price Calculation with the Sellers’ Representative within 2 Business Days following delivery of the Preliminary Purchase Price Calculation. The Sellers’ Representative shall provide to the Buyer all information and data reasonably requested by the Buyer for such review. The Sellers’ Representative shall consider any comments of the Buyer regarding the Preliminary Purchase Price Calculation in good faith and, at the latest on the 2nd Business Day before the Closing Date, notify the Buyer of its final good faith estimate of the Closing Purchase Price (the “Preliminary Purchase Price”); 12.4 At Closing, the Sellers’ Representative must deliver the following documents: (a) a statement in the form attached as Schedule 12.4(a) signed by the Sellers’ Representative on the Closing Date on behalf of the Sellers and confirming that to the knowledge of the Sellers no Material Adverse Change occurred after the Signing Date; (b) the Company’s original register of shareholders evidencing that the Buyer is entered as the owner of the Shares free from any Third Party Rights; (c) letters of resignation from each member of the board of directors of the Company; (d) the Escrow Agreement duly executed by the Sellers;Agent. (e) a final version Immediately following the Company’s receipt of such funds, the Closing Memorandum executed Notes purchased by such Purchaser (as specified on behalf of the Sellers; and (fsignature page hereof) evidence of will be issued by the authority of the individual(s) signing the Closing Memorandum on behalf of the SellersCompany and delivered pursuant to Section 1.2 above.

Closing Mechanics. 12.1 Closing shall(A) Subject to Section 1(b)(i)(B), unless otherwise agreed by the Parties, take place at the offices Closing the Company and the Sellers, as applicable, shall deliver to each Buyer one or more share certificates evidencing the Preference Shares being purchased by such Buyer hereunder, in each case against delivery by such Buyer of Accura Advokat partnerselskab, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇, ▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, on 1 June 2015, at 10:00am subject the Buyer’s Purchase Price therefor. (B) The Company shall deliver to the Merger Condition having been fulfilled Buyers on Schedule II hereto executed share certificates in the names and amounts set forth below such Buyers’ signature on the signature pages hereto at least three (3) business days prior to the Closing. To the extent this Agreement is terminated pursuant to Section 8 or waived the Closing does not occur for any reason, (i) the Shares represented by such share certificates shall be deemed cancelled automatically without any action on the part of any Person and (ii) each such Buyer shall promptly return (in any event no later than 5 Business Days prior two (2) business days) such share certificates to that datethe Company. If For the condition has not been fulfilled or waived prior avoidance of doubt, the Shares represented by such share certificates are being delivered to that datesuch Buyers in advance of the Closing for such Buyers’ internal compliance requirements only and such Shares shall neither be deemed delivered to, nor and owned by, such Buyers unless and until the occurrence of the Closing must instead take place on in accordance with Section 1(a)(iii). At the date which is 5 Business Days after Closing, such Shares shall be deemed delivered against delivery by each such Buyer of the Merger Condition has been fulfilled or waivedBuyer’s Purchase Price therefor. (ii) At the Closing, or each Buyer shall deliver to JPMorgan Chase Bank, N.A. (the “Paying Agent”) such other date as mutually agreed Buyer’s Purchase Price paid by such Buyer by wire transfer of immediately available U.S. funds to a bank account designated in writing by the Parties. 12.2 No later than 4 Business Days Company at least two (2) business days prior to the Closing Date, which funds will be allocated and delivered to the Company and the Sellers in consideration of the Preference Shares being purchased by each such Buyer. The Company and each Seller hereby acknowledge that upon the completion of such wire transfers, no Buyer shall have any further liability with respect to such payment or the delivery thereof to the Company and the Sellers’ Representative must deliver to the Buyer:. (a) a draft Closing Memorandum; and (b) a certificate from Danske Bank A/S stating (i) the amounts and currency required to effect full prepayment of the Pay-Off Amounts, and (ii) all payee account details as will be required by the Buyer to effect payment of the Pay-Off Amounts in accordance with clause 12.5(b) and, in a form acceptable to the Buyer acting reasonably, confirming finally and irrevocably and with binding effect for Danske Bank A/S, that (iii) subject The Company shall deliver evidence to performance the Buyers that the Amended and Restated Memorandum and Articles of Association of the payment instructions as set out in the certificate all Third Party Rights in respect of the Secured Debt shall be deemed to be fully and finally discharged and released. 12.3 No later than 4 Business Days prior to the Closing DateCompany, the Sellers’ Representative must deliver to the Buyer a good faith estimate of the consolidated Cash and consolidated Debt of the Group as of the Effective Date, each determined in accordance with the principles set forth in clause 5.2 (the “Preliminary Purchase Price Calculation”). The Buyer may review and discuss the Preliminary Purchase Price Calculation with the Sellers’ Representative within 2 Business Days following delivery of the Preliminary Purchase Price Calculation. The Sellers’ Representative shall provide to the Buyer all information and data reasonably requested by the Buyer for such review. The Sellers’ Representative shall consider any comments of the Buyer regarding the Preliminary Purchase Price Calculation in good faith and, at the latest on the 2nd Business Day before the Closing Date, notify the Buyer of its final good faith estimate of the Closing Purchase Price (the “Preliminary Purchase Price”); 12.4 At Closing, the Sellers’ Representative must deliver the following documents: (a) a statement in the form attached as Schedule 12.4(a) signed by Exhibit B hereto (the Sellers’ Representative on “Company’s Memorandum and Articles of Association”), has been filed with the Closing Date on behalf Registrar of Corporate Affairs of the Sellers British Virgin Islands and confirming that has become effective on or prior to the knowledge of the Sellers no Material Adverse Change occurred after the Signing Date; (b) the Company’s original register of shareholders evidencing that the Buyer is entered as the owner of the Shares free from any Third Party Rights; (c) letters of resignation from each member of the board of directors of the Company; (d) the Escrow Agreement duly executed by the Sellers; (e) a final version of the Closing Memorandum executed on behalf of the Sellers; and (f) evidence of the authority of the individual(s) signing the Closing Memorandum on behalf of the SellersClosing.

Closing Mechanics. 12.1 Closing shall, unless otherwise agreed by the Parties, take place at the offices of Accura Advokat partnerselskab, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇, ▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, on 1 June 2015, at 10:00am subject (i) At least two (2) business days prior to the Merger Condition having been fulfilled or waived no later than 5 Business Days prior Closing, each Buyer shall deliver to that date. If JPMorgan Chase Bank, N.A (the condition has not been fulfilled or waived prior “Escrow Agent”), by wire transfer in immediately available U.S. funds, an amount in cash equal to that datesuch Buyer’s Purchase Price, Closing must instead take place to be held and released pursuant to the terms of an escrow agreement in the form attached as Exhibit B (the “Escrow Agreement”) to be entered into on the date hereof among the Sellers, the Escrow Agent and the Closing Agent (as defined below); and (ii) At the Closing, in accordance with the Escrow Agreement, the Escrow Agent shall deliver to the Sellers the aggregate Purchase Price of all Buyers by wire transfer of immediately available U.S. funds to a bank account designated in writing by the Sellers to the Escrow Agent, which is 5 Business Days after funds will be allocated and delivered to the Merger Condition Sellers in consideration of the Series A Preferred Stock being purchased by the Buyers as determined by the Sellers and designated to the Escrow Agent in writing; and (iii) The Sellers shall deliver evidence satisfactory to the Closing Agent that the Certificate of Designation of Preferences, Rights and Limitations of the Series A Preferred Stock, in the form attached hereto as Exhibit C (the “Certificate of Designation”), has been fulfilled filed with the Secretary of State of Delaware and has become effective on or waived, or such other date as mutually agreed by the Parties. 12.2 No later than 4 Business Days prior to the Closing; and (iv) The shares of Series A Preferred Stock will not be delivered in certificated form, but will be held in book-entry form through the direct registration system at American Stock Transfer & Trust Company, LLC (the “Transfer Agent”). As soon as practicable following the Closing Date, the Sellers’ Representative must Sellers shall cause the Transfer Agent to deliver to the Buyer: (a) a draft Closing Memorandum; and (b) a certificate from Danske Bank A/S stating (i) the amounts and currency required to effect full prepayment of the Pay-Off Amounts, and (ii) all payee account details as will be required by the Buyer to effect payment of the Pay-Off Amounts in accordance with clause 12.5(b) and, in a form acceptable to the Buyer acting reasonably, confirming finally and irrevocably and with binding effect for Danske Bank A/S, that (iii) subject to performance of the payment instructions as set out in the certificate all Third Party Rights in respect of the Secured Debt shall be deemed to be fully and finally discharged and released. 12.3 No later than 4 Business Days prior to the Closing Date, the Sellers’ Representative must deliver to the Buyer a good faith estimate of the consolidated Cash and consolidated Debt of the Group as of the Effective Date, each determined in accordance with the principles set forth in clause 5.2 (the “Preliminary Purchase Price Calculation”). The Buyer may review and discuss the Preliminary Purchase Price Calculation with the Sellers’ Representative within 2 Business Days following delivery of the Preliminary Purchase Price Calculation. The Sellers’ Representative shall provide to the Buyer all information and data reasonably requested by the Buyer for such review. The Sellers’ Representative shall consider any comments of the Buyer regarding the Preliminary Purchase Price Calculation in good faith and, at the latest on the 2nd Business Day before the Closing Date, notify the Buyer of its final good faith estimate of the Closing Purchase Price (the “Preliminary Purchase Price”); 12.4 At Closing, the Sellers’ Representative must deliver the following documents: (a) a statement in the form attached as Schedule 12.4(a) signed by the Sellers’ Representative on the Closing Date on behalf of the Sellers and confirming that to the knowledge of the Sellers no Material Adverse Change occurred after the Signing Date; (b) the Company’s original register of shareholders evidencing that the Buyer is entered as the owner of the Shares free from any Third Party Rights; (c) letters of resignation from each member of the board of directors of the Company; (d) the Escrow Agreement duly executed by the Sellers; (e) a final version of the Closing Memorandum executed on behalf of the Sellers; and (f) Buyers evidence of the authority of Series A Preferred Stock held at the individual(s) signing the Closing Memorandum on behalf of the SellersTransfer Agent’s facilities in customary form.

Closing Mechanics. 12.1 (a) The parties shall conduct an escrow Closing shallthrough the Escrow Agent as escrowee so that it will not be necessary for any party to attend Closing. The escrow Closing shall be conducted in accordance with an escrow arrangement, unless otherwise agreed by and pursuant to an escrow agreement, reasonably acceptable to Seller, Buyer and the PartiesEscrow Agent (the “Escrow Arrangement”). The Closing shall occur during the Closing Period in accordance with the provisions of subsection 6.1(b) hereof. (b) On the first (1st) day of the Closing Period, take place at Seller shall cause New Property Owner to be formed and then convey the offices of Accura Advokat partnerselskab, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇, ▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, on 1 June 2015, at 10:00am subject Property to New Property Owner pursuant to the Merger Condition having been fulfilled or waived no later than 5 Business Days prior to that dateDeed. If the condition has not been fulfilled or waived prior to that date, Closing must instead take place on the date which is 5 Business Days after the Merger Condition has been fulfilled or waived, or such other date as mutually agreed by the Parties. 12.2 No later than 4 Business Days prior to On the Closing Date, the Sellers’ Representative must deliver provided all conditions precedent to the Buyer: Seller’s obligations hereunder have been satisfied (aor waived) a draft Closing Memorandum; and (b) a certificate from Danske Bank A/S stating (i) the amounts and currency required to effect full prepayment of the Pay-Off Amounts, and (ii) all payee account details as will be required by the Buyer to effect payment of the Pay-Off Amounts in accordance with clause 12.5(bSection 6.5, Seller shall assign and transfer all of the Membership Interests to Buyer and provided all conditions precedent to Buyer’s obligations hereunder have been satisfied (or waived) andin accordance with Section 6.4, Buyer agrees to pay the Purchase Price to Seller, in a form acceptable to the Buyer acting reasonablyeach case, confirming finally and irrevocably and with binding effect for Danske Bank A/S, that (iii) subject to performance of the payment instructions as set out in the certificate all Third Party Rights in respect of the Secured Debt shall be deemed to be fully and finally discharged and released. 12.3 No later than 4 Business Days prior to the Closing Date, the Sellers’ Representative must deliver to the Buyer a good faith estimate of the consolidated Cash and consolidated Debt of the Group as of the Effective Date, each determined in accordance with the principles set forth in clause 5.2 (the “Preliminary Purchase Price Calculation”)Escrow Arrangement. The Buyer may review Closing shall be adjourned as and discuss when the Preliminary Purchase Price Calculation with Closing under the Sellers’ Representative within 2 Business Days following delivery of Other Land PSA is adjourned, provided that in no event shall the Preliminary Purchase Price CalculationClosing Date be adjourned beyond December 28, 2017. The Sellers’ Representative shall provide Notwithstanding anything to the contrary contained herein, it is expressly agreed to by Seller and Buyer all information that TIME IS OF THE ESSENCE with respect to Seller’s and data reasonably requested by Buyer’s respective obligations to consummate the Buyer for such review. The Sellers’ Representative shall consider any comments of the Buyer regarding the Preliminary Purchase Price Calculation in good faith and, at the latest Transaction on the 2nd Business Day before the Closing Date, notify the Buyer of its final good faith estimate of the Closing Purchase Price (the “Preliminary Purchase Price”); 12.4 At Closing, the Sellers’ Representative must deliver the following documents: (a) a statement in the form attached as Schedule 12.4(a) signed by the Sellers’ Representative on the Closing Date on behalf of the Sellers and confirming that to the knowledge of the Sellers no Material Adverse Change occurred after the Signing Date; (b) the Company’s original register of shareholders evidencing that the Buyer is entered as the owner of the Shares free from any Third Party Rights;. (c) letters The items to be delivered by Seller or Buyer in accordance with the terms of resignation from each member of the board of directors of the Company; Sections 6.2 or 6.3 (dother than those pursuant to subsection 6.2(a)) the shall be delivered to Escrow Agreement duly executed by the Sellers; (e) a final version of Agent on the Closing Memorandum executed on behalf of the Sellers; and (f) evidence of the authority of the individual(s) signing the Closing Memorandum on behalf of the SellersDate.

Closing Mechanics. 12.1 (a) At the Closing, the Selling Stockholders will surrender or cause to be surrendered the certificates representing the shares of Company Common Stock owned by them with executed letters of transmittal in such form as requested by Buyer. (b) At the Closing shalland upon receipt of certificates representing all shares of Company Common Stock and executed transmittal letters, unless otherwise agreed and the additional documents, certificates and agreements referenced in this Section 3.2, Buyer will deliver certificates in the names of the Selling Stockholders representing the number of whole shares of Buyer Common Stock that represents 80% of the number of shares of Buyer Common Stock to which each Selling Stockholder is entitled to receive as Merger Consideration, plus cash in lieu of any fractional shares. (c) At the Closing, the stock transfer books of the Company shall be closed and no transfer of shares of the Company Common Stock shall be made thereafter, other than transfers of shares of the Company Common Stock that have occurred prior to the Effective Time. (d) At the Closing, executed copies of the Key Employee Retention Agreements (as defined below) required by Buyer shall be delivered to Buyer. (e) At the Closing, the Buyer and the Selling Stockholders will execute a Registration Rights Agreement in substantially the same form as Appendix 3. (f) At the Closing, the Company will deliver written waivers of any pre-emptive rights available to it and to the stockholders of the Company with respect to the sale or transfer of the shares owned by the PartiesSelling Stockholders pursuant to the Merger, take place at other than the offices waiver thereof by Buyer which is hereby granted. (g) At Closing the Company shall deliver the officer's certificates and other documents, certificates, instruments, or agreements referenced in Article VIII and elsewhere in this Agreement. (h) At the Closing, the President and Secretary of Accura Advokat partnerselskabthe Company will execute and deliver the certification requested by Buyer in substantially the same form as attached hereto as Appendix 4 hereto. (i) At the Closing, ▇the Contingent Merger Consideration will be delivered to the Contingent Merger Consideration Escrow Agent. (j) At the Closing, the Company will deliver the certificates from the Selling Stockholders referenced in Section 7.10 of this Agreement. (k) At the Closing, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇, ▇▇-and ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, on 1 June 2015, at 10:00am subject to the Merger Condition having been fulfilled or waived no later than 5 Business Days prior to that date. If the condition has not been fulfilled or waived prior to that date, Closing must instead take place on the date which is 5 Business Days after the Merger Condition has been fulfilled or waived, or such other date as mutually agreed by the Parties. 12.2 No later than 4 Business Days prior to the Closing Date, the Sellers’ Representative must deliver to the Buyer: (a) a draft Closing Memorandum; and (b) a certificate from Danske Bank A/S stating (i) the amounts and currency required to effect full prepayment of the Pay-Off Amounts, and (ii) all payee account details as ▇ will be required by the Buyer to effect payment of the Pay-Off Amounts in accordance with clause 12.5(b) and, in a form acceptable to the Buyer acting reasonably, confirming finally and irrevocably and with binding effect for Danske Bank A/S, that (iii) subject to performance of the payment instructions as set out in the certificate all Third Party Rights in respect of the Secured Debt shall be deemed to be fully and finally discharged and released. 12.3 No later than 4 Business Days prior to the Closing Date, the Sellers’ Representative must deliver to the Buyer a good faith estimate of the consolidated Cash and consolidated Debt of the Group as of the Effective Date, each determined in accordance with the principles set forth in clause 5.2 (the “Preliminary Purchase Price Calculation”). The Buyer may review and discuss the Preliminary Purchase Price Calculation with the Sellers’ Representative within 2 Business Days following delivery of the Preliminary Purchase Price Calculation. The Sellers’ Representative shall provide to the Buyer all information and data reasonably requested by the Buyer for such review. The Sellers’ Representative shall consider any comments of the Buyer regarding the Preliminary Purchase Price Calculation in good faith and, at the latest on the 2nd Business Day before the Closing Date, notify the Buyer of its final good faith estimate of the Closing Purchase Price (the “Preliminary Purchase Price”); 12.4 At Closing, the Sellers’ Representative must deliver the following documents: (a) a statement execute an employment agreement in the form attached as Schedule 12.4(a) signed by the Sellers’ Representative on the Closing Date on behalf to their respective versions of the Sellers and confirming Related Agreement. (l) At the Closing, Buyer will deliver certificates in the names of the Selling Stockholders representing the number of whole shares of Buyer Common Stock that represents 20% of the number of shares of Buyer Common Stock to which each such Selling Stockholder is entitled to receive as Merger Consideration, plus cash in lieu of any fractional shares, to the knowledge of Merger Consideration Escrow Agent (the Sellers no Material Adverse Change occurred after the Signing Date;"Merger Consideration Escrow Shares"). (bm) At the Company’s original register of shareholders evidencing that Closing, the Buyer is entered as employee retention agreements attached to the owner of the Shares free from any Third Party Rights; (c) letters of resignation from each member of the board of directors of the Company; (d) the Escrow Agreement duly Related Agreements executed by the Sellers;individuals referenced in the third recital to this Agreement will each be executed. (en) a final version At the Closing, Buyer will deliver certificates in the names of the Closing Memorandum executed on behalf Selling Stockholders representing the number of whole shares of Buyer Common Stock that may be disbursed as the Sellers; andContingent Merger Consideration, plus cash in lieu of any fractural shares, to the Escrow Agent referenced in the form of Escrow Agreement attached as Appendix 10 to this Agreement. (fo) evidence At the Closing, the Related Contingent Merger Consideration column in the chart included in Appendix 2 will be adjusted to reflect the number of whole shares of Buyer Common Stock related to each Company Target consistent with the authority provisions of Sections 3.1(c) and (d). (p) At the individual(s) signing Closing, the Closing Memorandum on behalf of parties to the Sellersescrow agreements contemplated in Section 7.8 and Appendix 2, will execute and deliver, or cause to be executed and delivered, the escrow agreements contemplated therein in substantially the same form as Appendix 9 and 10 to this Agreement subject to revision by the escrow agent identified in such agreements.

Closing Mechanics. 12.1 (a) The parties shall conduct an escrow Closing shallthrough the Escrow Agent as escrowee so that it will not be necessary for any party to attend Closing. The escrow Closing shall be conducted in accordance with an escrow arrangement, unless otherwise agreed by and pursuant to an escrow agreement, reasonably acceptable to Eldorado, Buyer and the PartiesEscrow Agent (the “Escrow Arrangement”). The Closing shall occur on the Scheduled Closing Date in accordance with the provisions of Section 6.1(b) hereof, take place at the offices of Accura Advokat partnerselskab, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇, ▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, on 1 June 2015, at 10:00am subject to the Merger Condition having right of either party to adjourn Closing one or more times (but not beyond the Outside Date) if necessary to satisfy the closing conditions set forth in Section 6.4 and Section 6.5 hereof. (b) On the Scheduled Closing Date, provided (1) all conditions precedent to Eldorado’s obligations hereunder have been fulfilled satisfied (or waived no later than 5 Business Days prior waived) in accordance with Section 6.5, and (2) all conditions precedent to that date. If the condition has not Buyer’s obligations hereunder have been fulfilled satisfied (or waived prior to that datewaived) in accordance with Section 6.4, Closing must instead take place then as initial actions on the date which is 5 Business Days after Closing Date, Eldorado shall cause (x) Seller to cause New Property Owner to be formed and then convey the Property to New Property Owner pursuant to the Deed, and (y) New Property Owner and Seller to enter into the Lease Assignment and Acceptance Agreement ((x) and (y), collectively, the “Initial Step”). After the consummation of the Initial Step, (i) Eldorado shall cause Seller to assign and transfer all of the Membership Interests to Buyer, (ii) Buyer shall cause New Property Owner and Eldorado shall cause Seller (as one of the entities comprising Non-CPLV Lease Tenant) to enter into the Lease Assignment and Assumption Agreement, (iii) Buyer shall pay the Purchase Price (plus or minus any closing costs in accordance with Section 5.2) to (a) the Exchange Agent (as defined in the Merger Condition has been fulfilled Agreement), in the event the Closing occurs substantially concurrently with the Merger Closing or waived(b) Seller, or in the event the Closing does not occur substantially concurrently with the Merger Closing but does occur subsequently thereto, in each case, in accordance with the Escrow Arrangement, (iv) Buyer shall, and Eldorado shall cause Seller (as one of the entities comprising Non-CPLV Lease Tenant) to, enter into the Non-CPLV Lease Amendment; and (v) the applicable Buyer Parties will, and Eldorado shall cause the applicable Seller Parties to, execute and deliver the other documents and materials as required under this Agreement, including Sections 6.2 and 6.3. Notwithstanding anything to the contrary contained herein, it is expressly agreed to by Eldorado and Buyer that TIME IS OF THE ESSENCE with respect to Eldorado’s and Buyer’s respective obligations to consummate the Transaction on the Scheduled Closing Date. Notwithstanding the foregoing, in the event that it is not feasible for reasons beyond the parties’ control for the parties to complete all of the steps set forth in this Section 6.1(b) on the Scheduled Closing Date, and such other date as mutually agreed failure is not the result of a default by either party to comply with its obligations under the Partiesterms of this Agreement, then neither party shall be in default under this Agreement, this Agreement shall remain in full force and effect, and the Closing shall occur on the subsequent Business Day, which shall be deemed the Scheduled Closing Date. 12.2 No later than 4 (c) The items to be delivered by each Seller Party or each Buyer Party in accordance with the terms of Sections 6.2 or 6.3 shall be delivered to Escrow Agent at least one (1) Business Days Day prior to the Closing DateDate (other than the deliverable described in Section 6.2(c), the Sellers’ Representative must deliver to the Buyer: (a) a draft Closing Memorandum; and (b) a certificate from Danske Bank A/S stating (i) the amounts and currency required to effect full prepayment of the Pay-Off Amounts, and (ii) all payee account details as will be required by the Buyer to effect payment of the Pay-Off Amounts in accordance with clause 12.5(b) and, in a form acceptable to the Buyer acting reasonably, confirming finally and irrevocably and with binding effect for Danske Bank A/S, that (iii) subject to performance of the payment instructions as set out in the certificate all Third Party Rights in respect of the Secured Debt which shall be deemed to be fully and finally discharged and released. 12.3 No later than 4 Business Days prior to delivered on the Closing Date, the Sellers’ Representative must deliver to the Buyer a good faith estimate of the consolidated Cash and consolidated Debt of the Group as of the Effective Date, each determined in accordance with the principles set forth in clause 5.2 (the “Preliminary Purchase Price Calculation”). The Buyer may review and discuss the Preliminary Purchase Price Calculation with the Sellers’ Representative within 2 Business Days following delivery of the Preliminary Purchase Price Calculation. The Sellers’ Representative shall provide to the Buyer all information and data reasonably requested by the Buyer for such review. The Sellers’ Representative shall consider any comments of the Buyer regarding the Preliminary Purchase Price Calculation in good faith and, at the latest on the 2nd Business Day before the Closing Date, notify the Buyer of its final good faith estimate of the Closing Purchase Price (the “Preliminary Purchase Price”); 12.4 At Closing, the Sellers’ Representative must deliver the following documents: (a) a statement in the form attached as Schedule 12.4(a) signed by the Sellers’ Representative on the Closing Date on behalf of the Sellers and confirming that to the knowledge of the Sellers no Material Adverse Change occurred after the Signing Date; (b) the Company’s original register of shareholders evidencing that the Buyer is entered as the owner of the Shares free from any Third Party Rights; (c) letters of resignation from each member of the board of directors of the Company; (d) the Escrow Agreement duly executed by the Sellers; (e) a final version of the Closing Memorandum executed on behalf of the Sellers; and (f) evidence of the authority of the individual(s) signing the Closing Memorandum on behalf of the Sellers.

Closing Mechanics. 12.1 (a) One business day prior to the Closing, JMP Securities LLC (“JMP”) as closing agent (in such capacity, the “Closing shallAgent”) will contact the contact person for the Purchaser to confirm the closing mechanics set forth herein. (b) On or before 9:00 a.m., unless otherwise agreed New York City time, on the Closing Date, the Purchaser will pay the full amount of the purchase price for the Notes being purchased hereunder to the Escrow Agent as required by Section 1.2. In the event that the Purchaser shall fail to deliver all or any portion of the purchase price for the Notes being purchased on or before 9:00 a.m., New York City time, on the Closing Date as required by Section 1.2, the Closing Agent shall be permitted (but shall not be obligated), in its sole discretion, to fund the purchase price for the Notes being purchased on behalf of the Purchaser; provided, however, that the funding of the purchase of any Notes by the PartiesClosing Agent pursuant to this Section 1.3(b) shall not relieve the Purchaser of any liability that it may have to the Company or the Closing Agent pursuant to this Agreement or for the breach of its obligations under this Agreement. In any such case in which the Closing Agent, take place in its sole discretion, has elected to fund the purchase price for the Notes being purchased on behalf of the Purchaser, if the Purchaser has not fulfilled its obligation to purchase the Notes as set forth herein within two business days of the Closing Date, the Closing Agent shall thereafter be entitled to retain the certificates representing the Notes and, if so requested by the Closing Agent, the Company shall transfer registration of such Notes to or as directed by the Closing Agent. (c) In the event that the Closing Agent shall have funded the purchase of the Notes on behalf of the Purchaser under the circumstances set forth in clause (b) above, such Purchaser shall be obligated to repay the Closing Agent in exchange for the release of the Notes to the Purchaser at a purchase price for the offices Notes equal to 100% of Accura Advokat partnerselskabthe purchase price for the Notes being purchased by such Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇plus accrued interest from the Closing Date; provided, ▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇however, ▇▇▇▇▇▇▇that if the Closing Agent has funded such purchase on behalf of the Purchaser, and the Purchaser subsequently makes payment to the Closing Agent before 9:00 a.m., New York City time, on 1 June 2015the Closing Date, at 10:00am subject the Purchase Price shall equal the purchase price for such Notes plus an amount equal to the Merger Condition having Closing Agent’s cost of intraday funds for such purchase. (d) The receipt of funds by the Escrow Agent from the Purchaser shall be deemed to be irrevocable instructions from such Purchaser to the Closing Agent that the conditions to the Closing have been fulfilled satisfied. (e) Funds received by the Escrow Agent on behalf of the Company pursuant to this Section 1 (or waived no later than 5 Business Days prior funded by the Closing Agent in its sole discretion pursuant to that dateSection 1.3(b)) will be held in trust and not as property or in the title of the Closing Agent. If On the condition has not been fulfilled or waived prior to that date, Closing must instead take place on the date which is 5 Business Days after the Merger Condition has been fulfilled or waivedDate, or as soon as reasonably practicable thereafter, the Closing Agent shall cause the Escrow Agent to disburse such other date as mutually funds (net of the agreed amount of fees and expenses of the placement agents to be paid by the Parties. 12.2 No later than 4 Business Days Company) by wire transfer of immediately available funds in accordance with the Company’s written wire instructions (which shall be provided to the Escrow Agent at least one business day prior to the Closing Date), unless otherwise agreed to by the Company and the Closing Agent. (f) Upon receipt of the purchase price from the Purchasers, the Sellers’ Representative must deliver Closing Agent will cause the delivery of such funds by the Escrow Agent to the Buyer: Company, pursuant to written instructions from the Company (a) a draft Closing Memorandum; and (b) a certificate from Danske Bank A/S stating (i) the amounts and currency required to effect full prepayment of the Pay-Off Amounts, and (ii) all payee account details as will which shall be required by the Buyer to effect payment of the Pay-Off Amounts in accordance with clause 12.5(b) and, in a form acceptable provided to the Buyer acting reasonably, confirming finally and irrevocably and with binding effect for Danske Bank A/S, that (iii) subject to performance of the payment instructions as set out in the certificate all Third Party Rights in respect of the Secured Debt shall be deemed to be fully and finally discharged and released. 12.3 No later than 4 Business Days Escrow Agent at least one business day prior to the Closing Date). Immediately following the Company’s receipt of such funds, the Sellers’ Representative must deliver Notes purchased by the Purchaser (as specified on the signature page hereof) will be issued by the Company and delivered by electronic book-entry through the facilities of DTC to the Buyer a good faith estimate of the consolidated Cash and consolidated Debt of the Group as of the Effective Date, each determined in accordance with the principles set forth in clause 5.2 (the “Preliminary Purchase Price Calculation”). The Buyer may review and discuss the Preliminary Purchase Price Calculation with the Sellers’ Representative within 2 Business Days following delivery of the Preliminary Purchase Price Calculation. The Sellers’ Representative shall provide to the Buyer all information and data reasonably requested account specified by the Buyer for such review. The Sellers’ Representative shall consider any comments of Purchaser on the Buyer regarding Purchaser Questionnaire and will be released by the Preliminary Purchase Price Calculation in good faith andTrustee, at the latest on the 2nd Business Day before the Closing Date, notify the Buyer of its final good faith estimate of the Closing Purchase Price (the “Preliminary Purchase Price”); 12.4 At Closing, the Sellers’ Representative must deliver the following documents: (a) a statement in the form attached as Schedule 12.4(a) signed by the Sellers’ Representative on the Closing Date on behalf of the Sellers and confirming that to the knowledge of the Sellers no Material Adverse Change occurred after the Signing Date; (b) the Company’s original register of shareholders evidencing that the Buyer is entered as the owner of the Shares free from any Third Party Rights; (c) letters of resignation from each member of the board of directors written instruction of the Company; (d) , to such Purchaser at the Escrow Agreement duly executed by the Sellers; (e) a final version Closing and upon receipt of the Closing Memorandum executed on behalf of the Sellers; and (f) evidence of the authority of the individual(s) signing the Closing Memorandum on behalf of the SellersPurchaser’s DWAC deposit request.

Closing Mechanics. 12.1 Closing shall(a) One business day prior to the Closing, unless otherwise agreed by the Parties, take place at the offices of Accura Advokat partnerselskab, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇& Company, ▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇Inc., ▇▇▇▇▇▇▇as closing agent (in such capacity, the “Closing Agent”) will contact the contact person for the Purchaser to confirm the closing mechanics set forth herein. (b) On or before 9:00 a.m., New York City time, on 1 June 2015the Closing Date, at 10:00am subject the Purchaser will pay the full amount of the purchase price for the Notes being purchased hereunder to the Merger Condition having been fulfilled Closing Agent as required by Section 3.2. In the event that the Purchaser shall fail to deliver all or waived no later than 5 Business Days prior any portion of its the purchase price for the Notes being purchased on or before 9:00 a.m., New York City time, on the Closing Date as required by Section 3.2, the Closing Agent shall be permitted (but shall not be obligated), in its sole discretion, to fund the purchase price for the Notes being purchased on behalf of the Purchaser; provided, however, that datethe funding of the purchase of any Notes by the Closing Agent pursuant to this Section 3.3(b) shall not relieve the Purchaser of any liability that it may have to the Company or the Closing Agent pursuant to this Agreement or for the breach of its obligations under this Agreement. If In any such case in which the condition Closing Agent, in its sole discretion, has elected to fund the purchase price for the Notes being purchased on behalf of the Purchaser, if the Purchaser has not been fulfilled its obligation to purchase the Notes as set forth herein within two business days of the Closing Date, the Closing Agent shall thereafter be entitled to retain the certificates representing the Notes and, if so requested by the Closing Agent, the Company shall transfer registration of such Notes to or waived prior as directed by the Closing Agent. (c) In the event that the Closing Agent shall have funded the purchase of the Notes on behalf of the Purchaser under the circumstances set forth in clause (b) above, such Purchaser shall be obligated to repay the Closing Agent in exchange for the release of the Notes to the Purchaser at a purchase price for the Notes equal to 100% of the purchase price for the Notes being purchased by such Purchaser, plus accrued interest from the Closing Date; provided, however, that dateif the Closing Agent has funded such purchase on behalf of the Purchaser, and the Purchaser subsequently makes payment to the Closing must instead take place Agent before 9:00 a.m., New York City time, on the date which is 5 Business Days after Closing Date, the Merger Condition has Purchase Price shall equal the purchase price for such Notes plus an amount equal to the Closing Agent’s cost of intraday funds for such purchase. (d) The receipt of funds by the Closing Agent from the Purchaser shall be deemed to be irrevocable instructions from such Purchaser to the Closing Agent that the conditions to the Closing have been fulfilled satisfied. (e) Funds received by the Closing Agent on behalf of the Company pursuant to this Section 3 (or waivedfunded by the Closing Agent in its sole discretion pursuant to Section 3.3(c)) will be held in trust and not as property or in the title of the Closing Agent. On the Closing Date, or as soon as reasonably practicable thereafter, the Closing Agent shall disburse such other date as mutually funds (net of the agreed amount of fees and expenses of the placement agent) by wire transfer of immediately available funds in accordance with the Parties. 12.2 No later than 4 Business Days Company’s written wire instructions (which shall be provided to the Closing Agent at least one business day prior to the Closing Date), unless otherwise agreed to by the Company and the Closing Agent. (f) Upon receipt of the purchase price from the Purchasers, the Sellers’ Representative must deliver Closing Agent will cause the delivery of such funds to the Buyer: Company, pursuant to written instructions from the Company (a) a draft Closing Memorandum; and (b) a certificate from Danske Bank A/S stating (i) the amounts and currency required to effect full prepayment of the Pay-Off Amounts, and (ii) all payee account details as will which shall be required by the Buyer to effect payment of the Pay-Off Amounts in accordance with clause 12.5(b) and, in a form acceptable provided to the Buyer acting reasonably, confirming finally and irrevocably and with binding effect for Danske Bank A/S, that (iii) subject to performance of the payment instructions as set out in the certificate all Third Party Rights in respect of the Secured Debt shall be deemed to be fully and finally discharged and released. 12.3 No later than 4 Business Days Closing Agent at least one business day prior to the Closing Date). Immediately following the Company’s receipt of such funds, the Sellers’ Representative must deliver Notes purchased by the Purchaser (as specified on the signature page hereof) will be issued by the Company and delivered by electronic book-entry through the facilities of DTC to the Buyer a good faith estimate of the consolidated Cash and consolidated Debt of the Group as of the Effective Date, each determined in accordance with the principles set forth in clause 5.2 (the “Preliminary Purchase Price Calculation”). The Buyer may review and discuss the Preliminary Purchase Price Calculation with the Sellers’ Representative within 2 Business Days following delivery of the Preliminary Purchase Price Calculation. The Sellers’ Representative shall provide to the Buyer all information and data reasonably requested account specified by the Buyer for such review. The Sellers’ Representative shall consider any comments of Purchaser on the Buyer regarding Purchaser Questionnaire and will be released by the Preliminary Purchase Price Calculation in good faith andTrustee, at the latest on the 2nd Business Day before the Closing Date, notify the Buyer of its final good faith estimate of the Closing Purchase Price (the “Preliminary Purchase Price”); 12.4 At Closing, the Sellers’ Representative must deliver the following documents: (a) a statement in the form attached as Schedule 12.4(a) signed by the Sellers’ Representative on the Closing Date on behalf of the Sellers and confirming that to the knowledge of the Sellers no Material Adverse Change occurred after the Signing Date; (b) the Company’s original register of shareholders evidencing that the Buyer is entered as the owner of the Shares free from any Third Party Rights; (c) letters of resignation from each member of the board of directors written instruction of the Company; (d) , to such Purchaser at the Escrow Agreement duly executed by the Sellers; (e) a final version Closing and upon receipt of the Closing Memorandum executed on behalf of the Sellers; and (f) evidence of the authority of the individual(s) signing the Closing Memorandum on behalf of the SellersPurchaser’s DWAC deposit request.

Closing Mechanics. 12.1 (i) From and after the Triggered Sale Date until the Partnership Interest Sale Closing shall, unless otherwise agreed by the Parties, take place at the offices of Accura Advokat partnerselskab, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇, ▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, on 1 June 2015, at 10:00am subject to the Merger Condition having been fulfilled Date or waived no later than 5 Business Days prior to that date. If the condition has not been fulfilled or waived prior to that date, Closing must instead take place on the date on which the sale of the Project, as part of a Triggered Sale, whichever is 5 Business Days after applicable (the Merger Condition has been fulfilled “Triggered Sale Closing Date”), no Partner shall take any action to cause or waived, or such other date as mutually agreed permit the sale of the assets of the Partnership (except pursuant to a written contract executed by the Parties. 12.2 No later than 4 Business Days prior to the Closing Date, the Sellers’ Representative must deliver to the Buyer: (a) a draft Closing Memorandum; and (b) a certificate from Danske Bank A/S stating (i) the amounts and currency required to effect full prepayment of the Pay-Off Amounts, and (ii) all payee account details as will be required by the Buyer to effect payment of the Pay-Off Amounts in accordance with clause 12.5(b) and, in a form acceptable to the Buyer acting reasonably, confirming finally and irrevocably and with binding effect for Danske Bank A/S, that (iii) subject to performance of the payment instructions as set out in the certificate all Third Party Rights in respect of the Secured Debt shall be deemed to be fully and finally discharged and released. 12.3 No later than 4 Business Days prior to the Closing Date, the Sellers’ Representative must deliver to the Buyer a good faith estimate of the consolidated Cash and consolidated Debt of the Group as of the Effective Date, each determined Triggered Sale Date in accordance with the principles set forth in clause 5.2 (the “Preliminary Purchase Price Calculation”). The Buyer may review and discuss the Preliminary Purchase Price Calculation with the Sellers’ Representative within 2 Business Days following delivery terms of the Preliminary Purchase Price Calculation. The Sellers’ Representative shall provide to the Buyer all information and data reasonably requested by the Buyer for such review. The Sellers’ Representative shall consider Agreement), enter into any comments of the Buyer regarding the Preliminary Purchase Price Calculation in good faith andbinding agreement, at the latest on the 2nd Business Day before the Closing Date, notify the Buyer of its final good faith estimate of the Closing Purchase Price (the “Preliminary Purchase Price”); 12.4 At Closing, the Sellers’ Representative must deliver the following documents: (a) a statement in the form attached as Schedule 12.4(a) signed by the Sellers’ Representative on the Closing Date make any new finance commitments on behalf of the Sellers and confirming Partnership, or take any other action that could materially affect the interests of the Partnership (including the value of any of the Partnership’s assets) or its Partners, unless such action has been approved in writing by the Executive Committee as a Supermajority Major Decision. The General Partner, however, may continue to conduct the day-to-day operations of the Partnership (subject to the limitations set forth in this Agreement) in a careful and prudent manner so long as the General Partner provides weekly updates to each of the other Partners of the status of Partnership affairs, including the value of the Partnership’s assets, the amount of any Partnership liabilities and any changes in such liabilities, and the existence of any new contingent liabilities. Furthermore, no Partner shall sell any assets of the Partnership or acquire additional assets of the Partnership other than those assets necessary and incidental to the general administration of the Partnership. (ii) The Selling Partner(s) shall assign all of their Partnership Interest to the Purchasing Partner(s) (or its or their designees) by written assignment with commercially reasonable representations and warranties in a form reasonably acceptable to the Purchasing Partners. Except as otherwise provided herein, such assignment shall be prepared in a recordable form mutually acceptable to the parties. Subject to paragraph (v), below, the selling Partners shall convey their entire Partnership Interest, free and clear of all liens, claims and encumbrances, and the selling Partners shall execute and deliver to the purchasing Partners all documents which may be required to give effect to the sale and purchase of such Partnership Interest. (iii) The documents and instruments of conveyance shall also include the indemnification of each Selling Partner by each Purchasing Partner from and against any and all liabilities relating to the Partnership Interest of each Selling Partner accruing before or after the Partnership Interest Sale Closing Date (including contingent liabilities that the Purchasing Partners had knowledge of and/or that the Sellers no 76 Purchasing Partners could have had knowledge of after reasonable inquiry and/or contingent liabilities that the Selling Partners had disclosed to the Purchasing Partners prior to the Triggered Sale Date), but excluding liabilities resulting from Material Adverse Change occurred Breach and/or the breach of fiduciary duty of a Selling Partner, if any, and/or liabilities that cannot properly be taken into account because of a Partner’s failure to provide information required to be provided by such Partner under this Agreement or because of a breach of a Partner’s duty under this Agreement or because of any Uncured Bad Conduct by a selling Partner. If any Selling Partner (or any Affiliate of a Selling Partner) has any liability, contingent or otherwise, on any Partnership indebtedness, then except for that portion of such liabilities resulting from the Material Breach and/or a breach of fiduciary duty, if any, and/or Uncured Bad Conduct, of the Selling Partner and/or its Affiliate, the Purchasing Partners shall take such actions as may be required to obtain a release of the Selling Partner and its Affiliates from any such liability on or prior to the Partnership Interest Sale Closing Date. (iv) The Purchase Price to be paid to the Selling Partners shall be payable entirely in cash at closing. (v) Notwithstanding anything to the contrary set forth in this Section 11.12, the rights and obligations of the Partners under Section 7.10 shall survive the closing of any purchase of Partnership Interest pursuant to Section 11.9, 11.10, or 11.11. (vi) As of the Triggered Sale Closing Date there shall be an accounting as of the closing of the Partnership’s books and there shall be an adjustment of the Purchase Price based upon prorations as of the closing date of accrued income and expenses and all other customary prorations as would be made between a buyer and seller of real estate as if the Project were being sold, appropriately adjusted to reflect the sale of interests in the Partnership rather than a sale of the entire asset, provided that Selling Partner shall pay any transfer taxes and recording taxes owed with respect to its Partnership Interests that are Transferred pursuant to a Triggered Sale. Within ninety (90) days after the Signing Date;closing, the General Partner shall cause to be completed an audit of such accounting and proration and shall deliver the audit report to the Partners. If such audit report shall adjust such proration, the party in whose favor such adjustment is made shall promptly be paid by the other party the amount of such adjustment. Notwithstanding anything in this Section 11.12 to the contrary, after taking into account all adjustments, prorations and any other items to be included in the calculation of the Purchase Price for the Selling Partner’s Partnership Interests, the net amount to be paid to the Selling Partner shall not be less than zero dollars ($0.00), and in no event shall a Selling Partner be required to make any payment to the Purchasing Partner in a transaction governed by this Section 11.12. (bvii) At the Company’s original register of shareholders evidencing that closing, the Buyer is entered Selling Partner shall deliver to the Purchasing Partner a “nonforeign affidavit” as referred to in the owner of Foreign Investment in Real 77 Property Tax Act, in form and substance reasonably satisfactory to the Shares free from any Third Party Rights;Selling Partner. Each Partner agrees to execute such documents and other instruments and to take such other actions as shall be reasonably necessary to effectuate the closing. (cviii) letters Each Partner shall be entitled to any regular distributions of resignation Available Cash from each member the Partnership that it would otherwise be entitled to in accordance with Section 6.1 until the closing. The Purchasing Partner shall receive all distributions of Available Cash made after the board of directors of closing for periods after the Company; (d) the Escrow Agreement duly executed by the Sellers; (e) a final version of the Closing Memorandum executed on behalf of the Sellers; and (f) evidence of the authority of the individual(s) signing the Closing Memorandum on behalf of the Sellersclosing.