Common use of Condition Precedent Clause in Contracts

Condition Precedent. The assignment and transmission of the Beneficiary Rights and Obligations provided on clause First of this Agreement shall be effective on the date that the following condition precedents are fully fulfilled (the “Closing”) on the understating that such condition precedents shall be fulfilled no later than September 30, 2015, on the understanding that if by such date any condition precedent was still pending to be fulfilled, this Agreement shall be consider as if it was never executed: a) The Beneficiaries shall have received in the totality and under the terms agreed on this Agreement (i) the Purchase Price, and (ii) the Land Trust Cost. b) The Concurso Process End Date shall have occurred c) The representations and warranties of the Beneficiaries under this Agreement shall be true and correct in all material respects on and as of the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if LandCo receives from the Beneficiaries a written notice executed by their corresponding representatives, substantially in the form of Exhibit “M” of this Agreement; d) Each of the Beneficiaries shall have delivered to LandCo the 100% of the ownership of the Beneficiary Rights and Obligations, free of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 of this Agreement; e) Each of the Beneficiaries shall have delivered to LandCo, substantially in the form of the document attached hereto as Exhibit “M”, a certification dated on the Closing Date and executed by its authorized legal representatives, for the effects of clauses 6(c) and 6(d) of this Agreement, certifying that, up to their best knowledge, there is no effective or any applicable law or any order by a court of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or the LandCo Sale Agreement; f) The representations and warranties of LandCo under this Agreement shall be true and correct in all material respects on and as of the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if the Beneficiaries receive from LandCo a written notice executed by its representative, substantially in the form of Exhibit “N” of this Agreement;

Condition Precedent. The assignment amendments and transmission of supplements to the Beneficiary Rights and Obligations provided on clause First of this Credit Agreement contained in herein shall be effective on the date that upon, and shall be subject to, the following condition precedents are fully fulfilled conditions precedent: (a) the “Closing”) on Borrower shall have paid to the understating that such condition precedents shall be fulfilled no later than September 30Agent, 2015for each Lender, on all fees agree to in writing by the understanding that if by such date any condition precedent was still pending Borrower including the fees required to be fulfilledpaid pursuant to Sections 3.1 and 3.2 hereof; (b) the Borrower shall have delivered to the Agent a current certificate of compliance in respect of its jurisdiction of incorporation, certified copies of its constating documents, by-laws (or a certification there have been no changes to such documents since December 11, 2009) and the resolutions authorizing this Agreement shall be consider and the transactions hereunder and an Officer’s Certificate as if it was never executed:to the incumbency of the officers thereof signing this agreement; a(c) The Beneficiaries the Agent and the Lenders shall have received in legal opinions from counsel to the totality and under the terms agreed on Borrower respecting this Agreement and the transactions contemplated hereby in form and substance as may be required by the Agent, acting reasonably; (id) the Purchase Price, and (ii) the Land Trust Cost. b) The Concurso Process End Date no Default or Event of Default shall have occurred c) The occurred and be continuing and the representations and warranties contained in Section 8.1 of the Beneficiaries under this Credit Agreement shall be true and correct in all material respects on and as of the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if LandCo receives from the Beneficiaries a written notice executed by their corresponding representatives, substantially in the form of Exhibit “M” of this Agreement; d) Each of the Beneficiaries Borrower shall have delivered to LandCo the 100% of Agent an Officer’s Certificate confirming the ownership of the Beneficiary Rights and Obligations, free of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 of this Agreementsame; (e) Each of no consents, approvals or authorizations are required for the Beneficiaries increase in the Credit Facility (except for those that have been unconditionally obtained and are in full force and effect, unamended) and the Borrower shall have delivered to LandCo, substantially in the form of Agent an Officer’s Certificate confirming the document attached hereto as Exhibit “M”, a certification dated on the Closing Date and executed by its authorized legal representatives, for the effects of clauses 6(c) and 6(d) of this Agreement, certifying that, up to their best knowledge, there is no effective or any applicable law or any order by a court of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or the LandCo Sale Agreement;same; and (f) The representations (i) all obligations outstanding under the term credit agreement made as of September 25, 2001 between the Borrower, the persons party thereto as lenders and warranties the Agent, as agent of LandCo under this such lenders (as amended and supplemented to the date hereof, the “Existing Term Credit Agreement”) shall have been paid or repaid, (ii) the Existing Term Credit Agreement shall be true cancelled or matured and correct all guarantees and security entered into in all material respects on connection therewith (if any) shall have been fully released and as discharged and (iii) evidence of the Closing Dateforegoing satisfactory to the Agent, as though made on acting reasonably, shall have been received by the Agent. The foregoing conditions precedent are inserted for the sole benefit of the Lenders and as of such datethe Agent and may be waived in writing by the Lenders, on the understanding that this condition shall be deemed as fulfilled if the Beneficiaries receive from LandCo a written notice executed by its representative, substantially in the form of Exhibit “N” of this Agreement;whole or in part (with or without terms and conditions).

Condition Precedent. The assignment and transmission Lenders obligation to make the Loan hereunder shall be subject to satisfaction of the Beneficiary Rights following conditions precedent: a. Lender shall have received on or before the Effective Date the following, each dated such day, in form and Obligations provided substance satisfactory to Lender: (i) This Agreement, duly executed by Borrower and Lender. (ii) The Relationship Agreement dated on clause First or about the date hereof, among Borrower, NESR Holdings Limited and Lender (the “Relationship Agreement”), duly executed by the parties thereto. (iii) A certificate of the Secretary of Borrower certifying (i) that attached thereto is a true and complete copy of (A) resolutions of the Board of Directors and (B) resolutions of the Independent Director of Borrower, each authorizing the execution, delivery and performance of this Agreement shall be effective on and the date Relationship Agreement and each of the transactions contemplated herein and therein, (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to execution, delivery and performance of this Agreement and the Relationship Agreement and (iii) that attached thereto are the following condition precedents are fully fulfilled names and true signatures of the officers of Borrower authorized to sign this Agreement and the Relationship Agreement and all other documents delivered in connection herewith and therewith (the “ClosingDocuments”). (iv) on A letter from the understating that such condition precedents Process Agent indicating its acceptance of the appointment by Borrower pursuant to Section 14(b). (v) An opinion of L▇▇▇▇▇ ▇▇▇▇▇▇▇▇ P.C., New York counsel for Borrower, satisfactory in form and substance to Lender. b. The following statements shall be fulfilled no later than September 30, 2015, on the understanding that if by such date any condition precedent was still pending to be fulfilled, this Agreement shall be consider as if it was never executed: a) The Beneficiaries true and Lender shall have received in a certificate signed by a duly authorized officer of Borrower, dated the totality and under the terms agreed on this Agreement Effective Date, stating that: (i) the Purchase Price, and (ii) the Land Trust Cost. b) The Concurso Process End Date shall have occurred c) The representations and warranties of the Beneficiaries under this Agreement shall be contained in Section 5 are true and correct in all material respects on and as of the Closing Effective Date, ; and (ii) no event has occurred and is continuing that constitutes an Event of Default (as though made on and as defined below) or any event that would constitute an Event of such date, on Default but for the understanding requirement that this condition shall notice be deemed as fulfilled if LandCo receives from the Beneficiaries a written notice executed by their corresponding representatives, substantially given or time elapse or both (“Default”). c. The completion of due diligence in the form of Exhibit “M” of this Agreement; d) Each respect of the Beneficiaries shall have delivered to LandCo the 100% authorizations and compliance by Borrower of the ownership of the Beneficiary Rights applicable provisions under its governing documents and Obligations, free of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 of this Agreement; e) Each of the Beneficiaries shall have delivered to LandCo, substantially in the form of the document attached hereto as Exhibit “M”, a certification dated on the Closing Date and executed by its authorized legal representatives, for the effects of clauses 6(c) and 6(d) of this Agreement, certifying that, up to their best knowledge, there is no effective or any applicable law or any order by a court of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by regulations in entering into this Agreement or the LandCo Sale Agreement; f) The representations and warranties of LandCo under this Agreement shall be true and correct with results satisfactory to Lender in all material respects on and as of the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if the Beneficiaries receive from LandCo a written notice executed by its representative, substantially in the form of Exhibit “N” of this Agreement;sole discretion.

Condition Precedent. The assignment and transmission Delivery Term shall not commence until Seller completes each of the Beneficiary Rights and Obligations provided on clause First of this Agreement shall be effective on the date that the following condition precedents are fully fulfilled (the “Closing”) on the understating that such condition precedents shall be fulfilled no later than September 30, 2015, on the understanding that if by such date any condition precedent was still pending to be fulfilled, this Agreement shall be consider as if it was never executedconditions: (a) The Beneficiaries shall have received in the totality and under the terms agreed on this Agreement Seller has delivered to Buyer (i) the Purchase Price, and (ii) the Land Trust Cost. b) The Concurso Process End Date shall have occurred c) The representations and warranties of the Beneficiaries under this Agreement shall be true and correct in all material respects on and as of the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if LandCo receives a completion certificate from the Beneficiaries a written notice executed by their corresponding representatives, Licensed Professional Engineer substantially in the form of Exhibit “M” of this Agreement; dH and (ii) Each of the Beneficiaries shall have delivered to LandCo the 100% of the ownership of the Beneficiary Rights and Obligations, free of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 of this Agreement; e) Each of the Beneficiaries shall have delivered to LandCo, substantially in the form of the document attached hereto as Exhibit “M”, a certification dated on the Closing Date and executed by its authorized legal representatives, for the effects of clauses 6(c) and 6(d) of this Agreement, certifying that, up to their best knowledge, there is no effective or any applicable law or any order by certificate from a court of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or the LandCo Sale Agreement; f) The representations and warranties of LandCo under this Agreement shall be true and correct in all material respects on and as of the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if the Beneficiaries receive from LandCo a written notice executed by its representative, Licensed Professional Engineer substantially in the form of Exhibit “N” I setting forth the Installed Capacity on the Commercial Operation Date; (b) A Pseudo-tie Participating Generator Agreement between Seller and CAISO shall have been executed and delivered and be in full force and effect and Seller shall have provided Buyer a CAISO Resource ID and a PMAX, if applicable, for the Facility; (c) If applicable, a Meter Service Agreement between Seller and CAISO shall have been executed and delivered and be in full force and effect, and a copy of such agreement delivered to Buyer; (d) An Interconnection Agreement between Seller and the Transmission Provider shall have been executed and delivered and be in full force and effect and a copy of the Interconnection Agreement delivered to Buyer; (e) All applicable regulatory authorizations, approvals and permits for commercial operation of the Facility have been obtained and shall be in full force and effect, and all conditions thereof that are capable of being satisfied on the Commercial Operation Date have been satisfied, and Seller has delivered to Buyer an attestation certificate from an officer of Seller certifying to the satisfaction of this condition; (f) Seller has obtained Firm Transmission rights sufficient to deliver 13 MW to the Delivery Point and has provided documentation of the same to Buyer; (g) Seller has received CEC Precertification of the Facility (and reasonably expects to receive final CEC Certification and Verification for the Facility in no more than one hundred eighty (180) days from the Commercial Operation Date); (h) Seller (with the reasonable participation of Buyer) shall have completed all applicable WREGIS registration requirements (that are reasonably capable of being completed prior to the Commercial Operation Date under WREGIS rules and reasonably expects to complete all other applicable requirement thereafter), including the completion and submittal of all applicable registration forms and supporting documentation, which may include applicable interconnection agreements, informational surveys related to the Facility, QRE service agreements, and other appropriate documentation required to effect Facility registration with WREGIS and to enable Renewable Energy Credit transfers related to the Facility within the WREGIS system; (i) The Facility has successfully completed all testing required by Prudent Operating Practice or any requirement of Law to operate the Facility; (j) Insurance requirements for the Facility have been met, with evidence provided in writing to Buyer, in accordance with Section 17.1; (k) Seller has delivered the Performance Security to Buyer in accordance with Section 8.9; and (l) Seller has paid Buyer for all amounts owing under this Agreement;, if any, including Daily Delay Damages, and Commercial Operation Delay Damages.

Condition Precedent. 8.1 The assignment and transmission obligation of the Beneficiary Rights and Obligations provided on clause First Purchaser to carry out the terms of this Agreement shall be effective and to complete the purchase of the Corporation Shares and Corporation Warrants is subject to the fulfilment, on or before the date that Closing Date, of each of the following condition precedents are fully fulfilled (the “Closing”) on the understating that such condition precedents shall be fulfilled no later than September 30, 2015, on the understanding that if by such date any condition precedent was still pending to be fulfilled, this Agreement shall be consider as if it was never executedconditions: a) 8.1.1 The Beneficiaries shall have received in the totality warranties and under the terms agreed on this Agreement (i) the Purchase Price, and (ii) the Land Trust Cost. b) The Concurso Process End Date shall have occurred c) The representations and warranties of the Beneficiaries under Principals as set forth in section 2 of this Agreement shall be true and correct in all every material respects particular on the Closing Date as if such warranties and as representations had been made by the Principals on the Closing Date. 8.1.2 All the covenants to be performed by any of the Principals hereunder on or prior to the Closing Date shall have been timely performed. 8.1.3 The Purchaser shall have received the documents specified in subsections 8.5 and 8.6. 8.1.4 The Corporation shall be in good standing under Applicable Laws. 8.1.5 There shall not have occurred, prior to the Closing Date, nor shall there be reasonably likely to occur after the Closing Date, any material adverse change in the position (financial, business or otherwise) or condition of the Corporation. 8.1.6 The Purchaser shall have completed, or shall concurrently with or immediately following Closing complete, a private placement financing to raise gross proceeds of up to $1,200,000. 8.1.7 The Purchaser shall have completed its investigation of the Corporation, the Vendors, the Properties and the Assets and conducted such other procedures in connection with the purchase and sale hereunder as though made the Purchaser in its sole and absolute discretion deems necessary or advisable until September 10, 2009 and shall have obtained a result satisfactory to the Purchaser, acting reasonably, in connection with such investigations, provided that if the Purchaser does not give notice to the Vendors on and as of such dateor before September 10, on the understanding 2009 that this condition shall has been satisfied or waived, then this condition will be deemed to have been satisfied. 8.1.8 The Purchaser shall have gathered all the documentation required by the TSXV in its July 24, 2009 conditional acceptance letter relating to this Agreement and the Non- Principals Agreements, and the transactions contemplated hereby. 8.1.9 The Purchaser shall have received technical reports prepared by an independent Qualified Person in compliance with National Instrument 43-101 on all of the material Properties (the “Technical Reports”) and such Technical Reports shall have been filed with and accepted by the TSXV. 8.1.10 The Non-Principals and the Principals shall have entered into the Non-Principal Agreements and the Agreement, as fulfilled if LandCo receives from applicable, with the Beneficiaries a written notice executed Purchaser agreeing to sell the Corporation Shares representing at least 90% of the issued and outstanding Corporation Shares. 8.1.11 All Encumbrances affecting the Assets or Properties requested to be discharged by their corresponding representativesthe Purchaser will have been discharged. 8.2 The conditions set forth in subsection 8.1 are for the exclusive benefit of the Purchaser and may be waived by the Purchaser in writing in whole or in part at any time on or before the Closing, substantially but save as so waived, the completion of the sale referred to in section 6 by the form Purchaser will not prejudice or affect in any way the rights of Exhibit “M” the Purchaser in respect of the warranties and representations of the Principals set forth in section 2 of this Agreement;. d) Each 8.3 The obligations of the Beneficiaries shall have delivered Principals to LandCo carry out the 100% terms of this Agreement and complete the sale of the ownership Purchased Shares and Purchased Warrants to the Purchaser are subject to the fulfilment of each of the Beneficiary Rights following conditions on or before the Closing Date: 8.3.1 Subject to subsection 2.3.3, the warranties and Obligations, free representations of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause Purchaser set forth in section 2.2 of this Agreement; e) Each of the Beneficiaries shall have delivered to LandCo, substantially in the form of the document attached hereto as Exhibit “M”, a certification dated on the Closing Date and executed by its authorized legal representatives, for the effects of clauses 6(c) and 6(d) of this Agreement, certifying that, up to their best knowledge, there is no effective or any applicable law or any order by a court of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or the LandCo Sale Agreement; f) The representations and warranties of LandCo under this Agreement shall be true in every material particular on the Closing Date as if such warranties and correct in all material respects representations had been made by the Purchaser on and as of the Closing Date. 8.3.2 All the covenants to be performed by the Purchaser hereunder on or prior to the Closing Date shall have been timely performed. 8.3.3 The Principals’ Representative shall have received the documents specified in subsection 8.6. 8.3.4 The nomination of ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to the board of directors of the Purchaser. 8.4 The conditions set forth in subsection 8.3 of this Agreement are for the exclusive benefit of the Principals and may be waived by the Principals in writing in whole or in part at any time on or before the Closing but save as so waived, as though made on the completion of the sale referred to in section 6 by the Principals will not prejudice or affect in any way the rights of the Principals in respect of the warranties and as representations of such date, on the understanding that this condition shall be deemed as fulfilled if the Beneficiaries receive from LandCo a written notice executed by its representative, substantially Purchaser set forth in the form of Exhibit “N” subsection 2.3 of this Agreement;. 8.5 On Closing, the Principals shall deliver or cause to be delivered to the Purchaser, or as directed by the Purchaser, the following documents: 8.5.1 The existing certificates representing the Corporation’s Shares owned by the Principals, or in the case such certificates have been lost, stolen or mutilated, any other required document in form satisfactory to the Purchaser evidencing the ownership of such Corporation’s Shares. 8.6 On Closing, the Corporation will deliver or cause to be delivered to the Purchaser, or as directed by the Purchaser the following documents. 8.6.1 Share certificates of the Corporation representing the Corporation Shares purchased by the Purchaser under this Agreement and the Non-Principal Agreements. 8.6.2 A certificate of the Principals Representative confirming, for and on behalf of all of the Principals, the accuracy and completeness of the representations and warranties contained in section 2, and the fulfilment of the covenants of the Principals contained in sections 3 and 4 hereof. 8.6.3 If not already delivered, certified copies of each of the Material Contracts. 8.6.4 All Books and Records and all Data. 8.6.5 A certified copy of a resolution of the Corporation’s directors appointing, as directors of the Corporation effective immediately following the Closing, such persons as may be notified by the Purchaser to the Principals’ Representative prior to Closing. 8.6.6 Undated resignations and releases, in form reasonably satisfactory to the Purchaser, in favour of the Corporation and the Purchaser, from such persons as may be designated by the Purchaser to the Principals’ Representative including, without limitation, each officer and director of the Corporation.

Condition Precedent. 3.1 The assignment sale and transmission purchase of the Beneficiary Rights Securities is conditional on all applicable filings having been made under the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 or the regulations made thereunder and Obligations provided on clause First all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated as appropriate, in each case in connection with the proposed acquisition of this Agreement the Securities by the Buyer or any matter arising from or relating to such proposed acquisition. 3.2 The Buyer shall be effective on the date that the following condition precedents are fully fulfilled (the “Closing”) on the understating that such condition precedents shall be fulfilled no later than September 30take, 2015, on the understanding that if by such date any condition precedent was still pending or cause to be fulfilledtaken, this Agreement shall all actions and do, or cause to be consider as if it was never executed: a) The Beneficiaries shall have received in the totality and under the terms agreed on this Agreement (i) the Purchase Pricedone, and (ii) the Land Trust Cost. b) The Concurso Process End Date shall have occurred c) The representations and warranties of the Beneficiaries under this Agreement shall be true and correct in all material respects on and as of the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if LandCo receives from the Beneficiaries a written notice executed by their corresponding representatives, substantially in the form of Exhibit “M” of this Agreement; d) Each of the Beneficiaries shall have delivered things required to LandCo the 100% of the ownership of the Beneficiary Rights and Obligations, free of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 of this Agreement; e) Each of the Beneficiaries shall have delivered to LandCo, substantially in the form of the document attached hereto as Exhibit “M”, a certification dated on the Closing Date and executed by its authorized legal representatives, obtain approval for the effects of clauses 6(c) and 6(d) of this Agreement, certifying that, up to their best knowledge, there is no effective or any applicable law or any order by a court of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States (the “Antitrust Approval”), which, subject to the last sentence of this Clause 3.2, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the LandCo Sale Buyer after the transaction (a “Materially Adverse Divestment”). 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement;. f) The representations 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, and warranties the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations of LandCo the parties under this Agreement shall be true and correct in all material respects on and as end (except for the provisions of the Closing DateSurviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, as though made on and as of such date2010, on then the understanding that this condition shall be deemed as fulfilled if the Beneficiaries receive from LandCo a Seller may by written notice executed by its representative, substantially to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the form satisfaction of Exhibit “N” of this Agreement;the Condition shall continue to exist.

Condition Precedent. 3.1 The assignment and transmission obligations of the Beneficiary Rights and Obligations provided on clause First of this Agreement parties hereto to effect Completion shall be effective on conditional upon the date that Vendors and their ultimate holding company, being the following condition precedents are fully fulfilled (the “Closing”) on the understating that such condition precedents shall be fulfilled no later than September 30Vendor Guarantor, 2015, on the understanding that if by such date any condition precedent was still pending to be fulfilled, this Agreement shall be consider as if it was never executed: a) The Beneficiaries shall have received in the totality and having complied with all applicable requirements under the terms agreed on this Agreement (i) the Purchase Price, and (ii) the Land Trust Cost. b) The Concurso Process End Date shall have occurred c) The representations and warranties of the Beneficiaries under this Agreement shall be true and correct Listing Rules in all material respects on and as of the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if LandCo receives from the Beneficiaries a written notice executed by their corresponding representatives, substantially in the form of Exhibit “M” of this Agreement; d) Each of the Beneficiaries shall have delivered to LandCo the 100% of the ownership of the Beneficiary Rights and Obligations, free of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 of this Agreement; e) Each of the Beneficiaries shall have delivered to LandCo, substantially in the form of the document attached hereto as Exhibit “M”, a certification dated on the Closing Date and executed by its authorized legal representatives, for the effects of clauses 6(c) and 6(d) of this Agreement, certifying that, up to their best knowledge, there is no effective or any applicable law or any order by a court of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any respect of the transactions contemplated by this Agreement or the LandCo Sale Agreement; f) The representations and warranties of LandCo under this Agreement Agreement. 3.2 The Purchaser shall procure that all information and documents relating to itself and its directors, shareholders and ultimate beneficial owners reasonably required by the Vendor Guarantor for complying with the Listing Rules and other applicable rules, codes and regulations whether in connection with the preparation of all announcements, circulars, reports, documents or otherwise are given promptly to the Vendors, the Vendor Guarantor, the Stock Exchange, the Securities and Futures Commission of Hong Kong and other relevant regulatory authorities, as the case may be, and the Purchaser shall use its reasonable endeavours to co-operate with the Vendors and the Vendor Guarantor to achieve the fulfilment of the Condition Precedent. 3.3 The Vendor Guarantor and the Vendors shall respectively use their reasonable endeavours (but in each case without any obligation to give any undertakings, or assurances, or do any other things, which the party in question may reasonably consider unduly onerous in the circumstances or to waive any condition), and shall co-operate with each other, to ensure that the Condition Precedent shall be true and correct fulfilled on or before the Long Stop Date. 3.4 The Condition Precedent is not capable of being waived by any party to this Agreement. 3.5 The Vendors shall notify in all material respects on and as writing the Purchaser promptly of the Closing fulfilment of the Condition Precedent and in any event within two Business Days of the fulfilment. 3.6 If the Condition Precedent has not been fulfilled at or before 5:00 p.m. Hong Kong time on the Long Stop Date, as though made on all rights and as obligations of the parties hereunder shall cease and terminate, save and except for those pursuant to Clauses 8, 10 to 17 (both Clauses inclusive) which provisions shall remain in full force and effect, and no party shall have any claim against the other save for claim (if any) in respect of such date, on the understanding that this condition shall be deemed as fulfilled if the Beneficiaries receive from LandCo a written notice executed by its representative, substantially in the form of Exhibit “N” of this Agreement;continuing provisions or any antecedent breach hereof.

Condition Precedent. 3.1 The assignment obligations of Buyer to buy the Property are subject to the following Condition being satisfied on or before the Condition Date: (a) Buyer conducting, at its cost, and transmission being satisfied with the results of an inspection and investigation of the Beneficiary Rights environmental conditions and Obligations provided on clause First state of this Agreement title of the Property. 3.2 The Condition is for the sole benefit of Buyer and may be waived by notice in writing by Buyer at any time prior to the Condition Date. The Condition shall be effective deemed not to have been satisfied or waived unless Buyer delivers to Seller, on or before the date Condition Date, notice in writing to the effect that the following condition precedents are fully fulfilled (Condition has been satisfied or waived. 3.3 If the “Closing”) on the understating that such condition precedents shall be fulfilled no later than September 30, 2015, on the understanding that if by such date any condition precedent was still pending to be fulfilledCondition is not satisfied or waived, this Agreement shall terminate and be consider as if it was never executed: a) The Beneficiaries of no further force and effect and neither party hereto shall have received in any claims against the totality and other party under the terms agreed on this Agreement (i) and the Purchase Price, and (ii) the Land Trust CostDeposit shall be returned to Buyer. b) The Concurso Process End Date 3.4 Seller acknowledges the receipt and sufficiency of $10.00 from Buyer as good consideration for Seller's agreement not to withdraw from its obligations pursuant to this Agreement while Buyer's obligations contemplated in this Agreement remain subject to fulfillment of the Condition. 3.5 Seller shall have occurred c) The representations and warranties the right, at its sole discretion, to continue to market the Property for sale prior to the fulfillment of the Beneficiaries Condition. Notwithstanding any other provision hereof, if Seller receives a bona fide offer from a third party to purchase the Property on terms which Seller, at its sole discretion, is prepared to accept, then Seller shall notify Buyer in writing of such offer and Buyer shall have 48 hours after its receipt of such notice to satisfy and waive the Condition and pay the Second Deposit. If Buyer fails to satisfy and waive the Condition within the said period and pay the Second Deposit, then this Agreement shall terminate and be of no further force and effect and neither party hereto shall have any claims against the other party under this Agreement and the First Deposit shall be returned to the Buyer. 3.6 Upon receipt by the Seller of Buyer's notice in writing that the Condition has been satisfied or waived, Buyer's obligations under this Agreement shall be true firm, binding and correct in all material respects on unconditional and as of the Closing Date, as though made on and as of such date, on the understanding that this condition Deposit shall be deemed as fulfilled if LandCo receives from the Beneficiaries a written notice executed by their corresponding representatives, substantially in the form of Exhibit “M” of this Agreement; d) Each of the Beneficiaries shall have delivered to LandCo the 100% of the ownership of the Beneficiary Rights and Obligations, free of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 of this Agreement; e) Each of the Beneficiaries shall have delivered to LandCo, substantially in the form of the document attached hereto as Exhibit “M”, a certification dated on the Closing Date and executed by its authorized legal representatives, for the effects of clauses 6(c) and 6(d) of this Agreement, certifying that, up to their best knowledge, there is no effective or any applicable law or any order by a court of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or the LandCo Sale Agreement; f) The representations and warranties of LandCo under this Agreement shall be true and correct in all material respects on and as of the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if the Beneficiaries receive from LandCo a written notice executed by its representative, substantially in the form of Exhibit “N” of this Agreement;non-refundable.

Condition Precedent. The assignment and transmission payment of the Beneficiary Rights and Obligations provided on clause First of this Agreement shall be effective on Dividend by Triad is conditioned in all respects upon the date that the following condition precedents are fully fulfilled (the “Closing”) on the understating that such condition precedents shall be fulfilled no later than September 30, 2015, on the understanding that if by such date any condition precedent was still pending to be fulfilled, this Agreement shall be consider as if it was never executedfollowing: (a) The Beneficiaries Triad Board of Directors shall have received declared such Dividend as provided in the totality and under the terms agreed on Section 2 of this Agreement (i) the Purchase Price, and (ii) the Land Trust CostAgreement. (b) The Concurso Process End Date shall have occurred c) The representations transactions contemplated by Section 4 and warranties of the Beneficiaries under this Agreement shall be true and correct in all material respects on and as of the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if LandCo receives from the Beneficiaries a written notice executed by their corresponding representatives, substantially in the form of Exhibit “M” of this Agreement; d) Each of the Beneficiaries shall have delivered to LandCo the 100% of the ownership of the Beneficiary Rights and Obligations, free of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 of this Agreement; e) Each of the Beneficiaries shall have delivered to LandCo, substantially in the form of the document attached hereto as Exhibit “M”, a certification dated on the Closing Date and executed by its authorized legal representatives, for the effects of clauses 6(c) and 6(d) Section 5 of this Agreement, certifying thatand the deliveries contemplated by Section 7 of this Agreement, up all to their best knowledgeoccur on the Contribution Date, there shall have been consummated in all respects and the Lease Amendment shall be in full force and effect. (c) The Registration Statement shall have become effective under the Exchange Act and shall continue to be effective as of the payment date for the Dividend, and no stop order shall have been issued and no proceeding by the Commission shall have been instituted to suspend the use of the Registration Statement or the Information Statement. (d) The Information Statement is no effective ready to be distributed to the holders of Triad Common Stock in accordance with the requirements of the Exchange Act and the Commission. (e) All authorizations, consents, approvals and clearances of all federal, state, local and foreign governmental agencies or any applicable law authorities required to permit the valid consummation by the parties hereto of the transactions contemplated hereby shall have been obtained and shall be in full force and effect. (f) No preliminary or any order permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction restrainingor by a governmental, enjoining regulatory or otherwise prohibiting administrative agency or making illegal authority, and no statute, rule, regulation, or executive order promulgated or enacted by any governmental agency or authority, shall be in effect preventing the consummation of any payment of the transactions contemplated by this Agreement or the LandCo Sale Agreement;Dividend. f(g) The representations and warranties of LandCo under this Agreement Dividend shall be true payable in accordance with applicable law. (h) Coopers & Lybr▇▇▇ ▇▇▇ll have issued to Triad a"cold comfort" letter consistent in form and correct content with applicable professional standards, regarding the historical financial information contained in all material respects on the Registration Statement and the Information Statement. (i) Triad shall have received an opinion, dated as of the Closing DateMailing Date and otherwise in form and substance reasonably acceptable to Triad, from McCutchen, Doyle, Brow▇ & ▇nersen, LLP, counsel to Park, as though made to the matters set forth on and as of such date, on the understanding that this condition shall be deemed as fulfilled if the Beneficiaries receive from LandCo a written notice executed by its representative, substantially in the form of Exhibit “N” of 3(i) to this Agreement;.

Condition Precedent. The assignment A. Inspection Period. Subject to the indemnification obligations set forth in the following paragraph, Purchaser shall have until 5:00 p.m. (Chicago time) on the thirty fifth (35th) day after the date hereof within which to inspect the Property (the "Review Period"). During the Review Period, Purchaser shall be entitled to review copies of (i) the Leases, (ii) the most recent real estate tax statements with respect to the Property, (iii) the most recent sewer and transmission water bills with respect to the Property, (iv) the Service Contracts, (v) bills for electricity and for fuel used to operate the heating and air conditioning systems controlled by Seller at the Property covering the previous twelve (12) months, (vi) correspondence between tenants and Seller (as landlord), (except for any of such items that contain privileged information), (vii) ▇▇▇▇▇▇▇▇ to tenants for Tenant Reimbursables and invoices for Tenant Reimbursable Expenses, (viii) any plans for the buildings located on the Property, and (ix) any licenses or permits issued to Seller in connection with the ownership and operation of the Beneficiary Rights Property, all to the extent in Seller's possession and Obligations provided on clause First to the extent the same are located at the Property. If Purchaser determines in its sole and absolute discretion that the Property is unsuitable for its purposes and notifies Seller of such decision within the Review Period, the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, at which time this Agreement shall be effective on null and void and neither party shall have any further rights or obligations under this Agreement, except for the date that indemnity obligations set forth in Sections 6 and 8(A) hereof which shall survive termination. Purchaser's failure to object within the Review Period shall be deemed a waiver by Purchaser of the condition contained in this Section 8(A). Purchaser's right of inspection pursuant to this Section 8(A) above shall be subject to the rights of tenants under the Leases and other occupants and users of the Property. No inspection shall be undertaken without 24 hours prior notice to Seller. Seller shall have the right to be present at any or all inspections. Neither Purchaser nor its agents or representatives shall contact any tenants without 24 hours prior notice to Seller, and Seller shall have the right to be present for all such tenant interviews. Notwithstanding the foregoing, Seller need not be present for offsite discussions with national and regional tenants. No inspection shall involve the taking of samples or other physically invasive procedures without the prior consent of Seller. Notwithstanding anything to the contrary contained in this Agreement, Purchaser shall restore the Property to its condition existing prior to its entry thereon, and shall indemnify, defend and hold Seller and its employees and agents, and each of them, harmless from and against any and all losses, claims, damages and liabilities (including, without limitation, attorneys' fees incurred in connection therewith) arising out of or resulting from Purchaser's exercise of its rights under this Agreement, including, without limitation, its right of inspection as provided for in this Section 8(A) above. The terms of this Section 8(A) shall survive the termination of this Agreement and the Closing. Notwithstanding anything to the contrary contained herein, subject to the conditions described below, Seller hereby consents to Purchaser, through its consultant ▇▇▇▇▇▇▇ Environmental Consultants ("▇▇▇▇▇▇▇"), performing the following condition precedents are fully fulfilled physically invasive work within Unit 1120 of the Property (the “Closing”) on the understating that such condition precedents shall be fulfilled no later than September 30, 2015, on the understanding that if by such date any condition precedent was still pending to be fulfilled, this Agreement shall be consider as if it was never executed: a) The Beneficiaries shall have received "Work"): core holes in the totality floor slab in two locations, obtain two samples of soil (one from each location) between two and under four feet below the terms agreed on this Agreement floor slab. Seller's consent is conditioned upon the following: (i) Purchaser shall be responsible, at its sole cost and expense, for compliance with all applicable laws and regulations in connection with the Purchase PriceWork; (ii) prior to initiating the Work, Purchaser shall provide Seller with evidence that ▇▇▇▇▇▇▇ maintains insurance (with Seller as an additional named insured) with at least the following limits (a) comprehensive general liability insurance with a limit of at least $1,000,000, (b) professional errors and omissions insurance with a limit of at least $1,000,000, and (ii) the Land Trust Cost. b) The Concurso Process End Date shall have occurred c) The representations and warranties worker compensation insurance with at least the statutorily mandated limit; (iii) Purchaser agrees that the results of the Beneficiaries under this Agreement Work shall be true held by Purchaser as confidential information and correct in all material respects on shall not be disclosed to any other party, other than Purchaser's lenders and as may be required by law, without the prior written consent of Seller; and (iv) Purchaser agrees that at the conclusion of the Closing DateWork, as though made on and as of such date, on the understanding that this condition site shall be deemed left in substantially the same condition as fulfilled if LandCo receives from it was prior to the Beneficiaries a written notice executed by their corresponding representativesWork, substantially in and all equipment and waste generated during the form of Exhibit “M” of this Agreement; d) Each of the Beneficiaries shall have delivered to LandCo the 100% of the ownership of the Beneficiary Rights and Obligations, free of any Encumbrances, provided that this condition Work shall be deemed as fulfilled whenever LandCo receives the notice removed at Purchaser's sole cost and certifications agreed on clause 2.2 of this Agreement; e) Each of the Beneficiaries shall have delivered to LandCo, substantially in the form of the document attached hereto as Exhibit “M”, a certification dated on the Closing Date and executed by its authorized legal representatives, for the effects of clauses 6(c) and 6(d) of this Agreement, certifying that, up to their best knowledge, there is no effective or any applicable law or any order by a court of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or the LandCo Sale Agreement; f) The representations and warranties of LandCo under this Agreement shall be true and correct in all material respects on and as of the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if the Beneficiaries receive from LandCo a written notice executed by its representative, substantially in the form of Exhibit “N” of this Agreement;expense.

Condition Precedent. The assignment and transmission (a) Notwithstanding the Restated Execution Date, the obligations of the Beneficiary Rights Parties to perform this Agreement, other than the Parties respective obligations under this Section 2.2 and Obligations provided Articles 11, 14, 15, 16, 17, 18 and 19 are conditioned upon and, unless otherwise waived in writing by both Parties, shall not become effective or binding until achievement of Financial Closing with respect to all Financing necessary for Gevo to proceed with the construction of the Facility. (b) Gevo shall use commercially reasonable efforts to satisfy the condition precedent set forth in Section 2.2(a) (the “Financial Closing CP”) on clause First or before December 31, 2024 (as may be extended hereunder, the “CP Deadline”); provided, however, that the CP Deadline may be extended upon the mutual agreement of the Parties. Gevo shall provide to Kolmar any reasonably requested documentation necessary for Kolmar to verify the fulfillment of the Financial Closing CP. (c) Gevo shall provide Kolmar with updates on a [*****] basis regarding the status of the Financial Closing CP. Once the Financial Closing CP is fully achieved, Gevo shall provide Kolmar with prompt notice of its satisfaction. (d) In the event that the Financial Closing CP has not been satisfied or waived on or before the CP Deadline, then for so long as such condition shall remain unsatisfied either Party shall be permitted to terminate this Agreement by furnishing the other Party with written notice of termination in accordance with Section 19.5 specifying a date of termination of this Agreement; provided, however, that (i) the right to so terminate this Agreement shall be effective on expire if the date that the following condition precedents are fully fulfilled Financial Closing CP is satisfied or waived and (the “Closing”ii) on the understating that any notice of such condition precedents termination previously issued shall be fulfilled automatically deemed withdrawn and of no later force or effect, if the Financial Closing CP is satisfied or waived prior to the termination date specified in such notice of termination. In the event of a termination pursuant to this Section 2.2, this Agreement shall forthwith become null and void and of no further force or effect, and the Parties shall be released and discharged from any and all obligations arising or accruing hereunder (other than September 30the obligations relating to confidentiality pursuant to Section 19.9 hereof) and shall not incur any liability to each other as a result of such termination. (e) Notwithstanding the foregoing provision in Section 2.2(d), 2015if the Financial Closing CP has not been satisfied or waived on or before the CP Deadline for a reason other than the terms of this Agreement, on then for one (1) year subsequent to the understanding that if by such date any condition precedent was still pending termination pursuant to be fulfilledSection 2.2(d) should Gevo satisfy the Financial Closing CP or enter into a contract for the acquisition of title to the Facility or the lease of the Facility, this Agreement shall be consider revived and all the terms herein shall be in effect as if it was never executed: a) The Beneficiaries shall have received in the totality and under termination had not occurred. Notwithstanding the foregoing, if the Financial Closing CP has not been satisfied or waived on or before the CP Deadline based on the terms agreed on this Agreement (i) the Purchase Price, and (ii) the Land Trust Cost. b) The Concurso Process End Date shall have occurred c) The representations and warranties of the Beneficiaries under this Agreement shall be true and correct in all material respects on and as of the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if LandCo receives from the Beneficiaries a written notice executed by their corresponding representatives, substantially in the form of Exhibit “M” of this Agreement; d) Each of the Beneficiaries shall have delivered to LandCo the 100% of the ownership of the Beneficiary Rights and Obligations, free of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 of this Agreement; e) Each of the Beneficiaries shall have delivered to LandCo, substantially in the form of the document attached hereto as Exhibit “M”, a certification dated on the Closing Date and executed by its authorized legal representatives, for the effects of clauses 6(c) and 6(d) of this Agreement, certifying that, up Kolmar shall have the right to their best knowledge, there is no effective or any applicable law or any order by a court of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal provide written notice (the consummation of any “Financial Close Negotiation Notice”) to Gevo within thirty (30) Days of the transactions contemplated by CP Deadline that it desires to negotiate the terms of this Agreement or with Gevo to ensure financial closing. Upon receipt of a timely provided Financial Close Negotiation Notice, any termination notice provided pursuant to Section 2.2(d) shall be abated and the LandCo Sale Agreement; fParties shall, in good faith, confer and negotiate for ninety (90) The representations Days to agree to changes that could make the transaction financeable. If the Parties are unable to come to such an agreement during such time period, any termination provided pursuant to Section 2.2(d) shall be revived and warranties of LandCo under this Agreement shall forthwith become null and void and of no further force or effect, and the Parties shall be true released and correct in discharged from any and all material respects on obligations arising or accruing hereunder (other than the obligations relating to confidentiality pursuant to Section 19.9 hereof) and shall not incur any liability to each other as of the Closing Date, as though made on and as a result of such date, on the understanding that this condition shall be deemed as fulfilled if the Beneficiaries receive from LandCo a written notice executed by its representative, substantially in the form of Exhibit “N” of this Agreement;termination.

Condition Precedent. The assignment and transmission of the Beneficiary Rights and Obligations provided on clause First of this Agreement This Amendment shall be become effective on the date that (the "SECOND AMENDMENT EFFECTIVE DATE") all the following condition precedents are fully fulfilled (the “Closing”) on the understating that such condition precedents shall be fulfilled no later than September 30, 2015, on the understanding that if by such date any condition precedent was still pending to be fulfilled, this Agreement shall be consider as if it was never executedhave been satisfied: a) The Beneficiaries shall have received in the totality and under the terms agreed on this Agreement (i) the Purchase PriceAgent shall have received counterparts of this Amendment duly executed by each of the parties hereto, (ii) amendments to the Note Agreements, the Credit Agreement and the lease agreements evidencing the Fleet Lease Transaction shall have been executed and delivered by the parties thereto and become effective, which amendments shall be in form and substance acceptable to the Agent and its counsel, (iii) the SPE and WFL, jointly and severally, shall have paid to the Agent, for the account of each Purchaser, the GE Second Amendment Closing Fee in the amount and manner as set forth in Section 5 hereof, (iv) the Agent shall have received, for the ratable account of Purchaser, the aggregate unpaid amount of Daily Yield and all accrued and unpaid fees, costs and expenses through the Second Amendment Effective Date, including, without limitation, an amount equal to the excess of (A) the unpaid portion of the Unused Facility Fee resulting from the increase in the Per Annum Daily Margin effective as of February 27, 2003 and the implementation of the Additional Spread pursuant hereto minus (B) the amount of Unused Facility Fee actually paid thereon for such period, and (iiv) the Land Trust Cost. b) The Concurso Process End Date Agent shall have occurred c) The representations and warranties received reimbursement in full of the Beneficiaries under this Agreement shall be true Agent's legal and correct other advisory fees and expenses it has heretofore incurred in all material respects on connection with the preparation, negotiation, execution and as of the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if LandCo receives from the Beneficiaries a written notice executed by their corresponding representatives, substantially in the form of Exhibit “M” delivery of this Agreement; d) Each of the Beneficiaries shall have delivered to LandCo the 100% of the ownership of the Beneficiary Rights Amendment and Obligations, free of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 of this Agreement; e) Each of the Beneficiaries shall have delivered to LandCo, substantially in the form of the document attached hereto as Exhibit “M”, a certification dated on the Closing Date and executed by its authorized legal representatives, for the effects of clauses 6(c) and 6(d) of this Agreement, certifying that, up to their best knowledge, there is no effective or any applicable law or any order by a court of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or the LandCo Sale Agreement; f) The representations and warranties of LandCo under this Agreement shall be true and correct in all material respects on and as of the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if the Beneficiaries receive from LandCo a written notice executed by its representative, substantially in the form of Exhibit “N” of this Agreement;hereby.

Condition Precedent. The assignment A. Subject to Section 13(G) below, Purchaser shall have thirty (30) days after the date of this Agreement within which to review and transmission inspect the Property (including, but not limited to, performing engineering and Phase I environmental studies), the Seller's books and records pertaining to the Property, matters relating to zoning compliance and compliance by the Property with other applicable governmental regulations, the market in which the Property operates, the documents relating to the Existing Loan, the tax assessment on the Property as it relates to the Purchase Price and to the assessment on comparable properties and such other matters as Purchaser shall deem reasonably necessary or appropriate in connection with the Property (the "Review Period"). If Purchaser determines that it does not wish to purchase the Property as a result of its findings during the Beneficiary Rights Review Period and Obligations provided on clause First notifies Seller of such decision within the Review Period (such notice to contain Purchaser's certification that it has elected not to purchase the Property and identifying the reason or reasons), the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, at which time this Agreement shall be effective on null and void and neither party shall have any further rights or obligations under this Agreement. Purchaser's failure to object within the date that Review Period shall be deemed a waiver by Purchaser of the following condition precedents are fully fulfilled contained in this Section 8(A). B. Purchaser shall take title to the Property subject to the terms of the existing lien held by Washington Capital DUS, Inc. (the “Closing”"Lender") on the understating Property ("Existing Loan"), except that such as a condition precedents of Purchaser to close, Lender shall have approved the assumption by Purchaser of the Existing Loan and the Existing Loan shall contain the following specific requirements: (i) the outstanding principal balance of the Existing Loan at Closing shall be fulfilled no later than September 30approximately Nine Million Six Hundred Fifty Thousand Dollars ($9,650,000.00); (ii) Seller shall be completely released from any and all obligations under the Existing Loan. Purchaser shall be responsible for securing the necessary approvals and completing the documentation to assume the Existing Loan, 2015at its sole cost and expense, on and Seller shall provide its reasonable cooperation in connection therewith. Purchaser shall keep Seller informed of its progress in the understanding approval and assumption process. Purchaser shall pay all fees and costs charged by the Lender relating to said assumption. In the event that if the Lender will not approve of the assumption by such date any condition precedent was still pending Purchaser of the Existing Loan or the Existing Loan does not comply with the requirements specified in Sections 8(B)(i) and 8(B)(ii) above, Purchaser shall promptly notify Seller in which event the ▇▇▇▇▇▇▇ Money shall be returned to be fulfilledPurchaser, at which time this Agreement shall be consider as if it was never executed: a) The Beneficiaries null and void and neither party shall have received in any further rights or obligations under this Agreement. C. It shall also be a condition to Purchaser's obligation to close that during the totality and under Review Period, the Purchaser shall obtain the approval of the Board of Directors (the "Board") of its general partner - Home Properties of New York, Inc., - to the acquisition of the Property on the terms agreed on and conditions described herein. If Purchaser does not obtain the Board's approval within fifteen (15) days of the date of this Agreement, the Purchaser shall promptly notify Seller in which event the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, at which time this Agreement shall be null and void and neither party shall have any further rights or obligations under this Agreement. Purchaser's failure to notify Seller within ten (i10) days of the Purchase Price, and (ii) date of this Agreement of its failure to obtain Board approval shall be deemed a waiver by Purchaser of the Land Trust Costconditions contained in this Section 8(C). b) The Concurso Process End Date D. It shall have occurred c) The also be a condition to Purchaser's obligation to Close that all of the Seller's representations and warranties of the Beneficiaries under contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if LandCo receives from the Beneficiaries a written notice executed by their corresponding representatives, substantially in the form of Exhibit “M” of this Agreement; d) Each of the Beneficiaries shall have delivered to LandCo the 100% of the ownership of the Beneficiary Rights and Obligations, free of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 of this Agreement; e) Each of the Beneficiaries shall have delivered to LandCo, substantially in the form of the document attached hereto as Exhibit “M”, a certification dated on the Closing Date and executed by its authorized legal representatives, for the effects of clauses 6(c) and 6(d) of this Agreement, certifying that, up to their best knowledge, there is no effective or any applicable law or any order by a court of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or the LandCo Sale Agreement; f) The representations and warranties of LandCo under this Agreement shall be true and correct in all material respects on and as of the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if the Beneficiaries receive from LandCo a written notice executed by its representative, substantially in the form of Exhibit “N” of this Agreement;.

Condition Precedent. 1.1. The assignment and transmission JVA is conditional upon the fulfilment (or waiver) of the Beneficiary Rights and Obligations provided condition of TM having obtained the approval of its shareholders at an EGM to be convened for the entry into the transaction contemplated in the JVA, pursuant to the requirements under Chapter 10 (Part E) of the Listing Requirements (“JVA Condition Precedent”). The day on clause First which the JVA Condition Precedent has been fulfilled or waived in writing in accordance with the terms of this Agreement the JVA is the “Unconditional Date”. 1.2. In the event the Unconditional Date has not occurred on or before 31 October 2024, then the parties shall be effective on the date that the following condition precedents are fully fulfilled required to discuss (the “Closing”reasonably and in good faith) on next steps and subject to the understating that such condition precedents shall be fulfilled no later than September 30, 2015, on the understanding that if by such date any condition precedent was still pending to be fulfilled, this Agreement shall be consider as if it was never executed: a) The Beneficiaries shall have received in the totality and under the terms agreed on this Agreement (i) the Purchase Price, and (ii) the Land Trust Cost. b) The Concurso Process End Date shall have occurred c) The representations and warranties of the Beneficiaries under this Agreement shall be true and correct in all material respects on and as of the Closing Date, as though made on and as outcome of such datediscussions, on either TM DC Educity or Nxera MY may elect to terminate the understanding that this condition shall be deemed as fulfilled if LandCo receives from the Beneficiaries a JVA by written notice executed by their corresponding representativesto the other, substantially in the form of Exhibit “M” of this Agreement; d) Each of the Beneficiaries shall have delivered to LandCo the 100% of the ownership of the Beneficiary Rights and Obligations, free of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 of this Agreement; e) Each of the Beneficiaries shall have delivered to LandCo, substantially in the form of the document attached hereto as Exhibit “M”, a certification dated on the Closing Date and executed by its authorized legal representatives, for the effects of clauses 6(c) and 6(d) of this Agreement, certifying that, up to their best knowledge, if there is no effective or any applicable law or any order by a court of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any reasonable prospect of the transactions contemplated by this Agreement JVA Condition Precedent being fulfilled or waived in writing in accordance with the LandCo Sale Agreement; f) The representations terms of the JVA within the remaining period to 31 December 2024. In addition, if at any time after the signing of the JVA, TM has convened an EGM of its shareholders for the purposes of obtaining the approval of its shareholders pursuant to the JVA Condition Precedent and warranties of LandCo under this Agreement its shareholders have voted not to approve the relevant resolution, then the Parties shall be true required to discuss (reasonably and correct in all material respects good faith) on and as next steps and, unless otherwise agreed in writing between the Parties, either TM DC Educity or Nxera MY may elect to terminate the JVA by written notice to the other. In any event, unless the parties agree otherwise in writing, the JVA shall automatically terminate at the end of the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled 31 December 2024 if the Beneficiaries receive from LandCo a written notice executed Unconditional Date has not occurred by its representative, substantially in the form of Exhibit “N” of this Agreement;then.

Condition Precedent. The assignment and transmission of the Beneficiary Rights and Obligations provided on clause First of this Agreement This Amendment shall be become effective on the date that the following condition precedents are fully fulfilled (the “Closing”) on the understating that such condition precedents shall be fulfilled no later than September 30, 2015, on the understanding that if by such date any condition precedent was still pending to be fulfilled, this Agreement shall be consider as if it was never executedupon: a) The Beneficiaries shall have received in the totality and under the terms agreed on this Agreement (i) the Purchase Price, execution and delivery of this Amendment by the Borrowers and the Lender; (ii) the Land Trust Cost. b) The Concurso Process End Date shall have occurred c) The representations execution and warranties delivery of the Beneficiaries under this Agreement shall be true Amended and correct in all material respects on and as of the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if LandCo receives from the Beneficiaries a written notice executed by their corresponding representatives, Restated Warehousing Note substantially in the form of attached hereto as Exhibit “M” of this AgreementA; d(iii) Each The execution and delivery of that certain letter agreement dated as of the Beneficiaries date hereof with respect to certain fees by the Borrowers and agreed to and accepted by the Lender (the “Fee Letter”). (iv) The Borrowers shall have paid to the Lender the fees in immediately available funds in the amount stated in the Fee Letter. The Borrowers acknowledge that such fees shall be paid in addition to the Nonusage Fee due and payable in accordance with Section 3.5 of the Loan Agreement during the term of the Loan; (v) the Borrowers shall have delivered to LandCo the 100% Lender a closing certificate of a senior officer of each Borrower certifying the following, all in form and substance reasonably satisfactory to the Lender: (A) as to the Articles of Incorporation and By-Laws, with all amendments; (B) as to the incumbency and signatures of the ownership officer or officers executing this Amendment and the Amended and Restated Warehousing Note and any other documents contemplated thereby; (C) as to the resolutions related thereto; and (D) as to the good standing and legal existence certificate of each Borrower dated no earlier than thirty (30) days prior to the Beneficiary Rights and Obligations, free of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 date of this AgreementAmendment; e(vi) Each a legal opinion of counsel to the Beneficiaries shall have delivered to LandCoBorrowers, substantially in the form of the document attached hereto as Exhibit “M”, a certification dated on the Closing Date and executed by its authorized legal representatives, for the effects of clauses 6(c) and 6(d) of this Agreement, certifying that, up to their best knowledge, there is no effective or any applicable law or any order by a court of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or the LandCo Sale Agreement; f) The representations and warranties of LandCo under this Agreement shall be true and correct in all material respects on and as of the Closing Datedate hereof, as though made on addressed to and as in form and substance reasonably satisfactory to the Lender and its counsel; and (vii) the payment by the Borrowers of such datethe Lender’s reasonable attorneys’ fees and expenses related to the preparation, on the understanding that this condition shall be deemed as fulfilled if the Beneficiaries receive from LandCo a written notice executed by its representative, substantially in the form of Exhibit “N” negotiation and closing of this Agreement;Amendment.

Condition Precedent. The assignment A. In connection with the FNF Transactions, FNF and transmission certain of the Beneficiary Rights its affiliates (collectively, "Fidelity") have entered into agreements with BIG and Obligations provided on clause First certain of this Agreement shall be effective on the date that the following condition precedents are fully fulfilled its affiliates (the “Closing”collectively, "Bankers') on the understating that such condition precedents shall be fulfilled no later than September 30related to a series of transactions, 2015pursuant to which, on the understanding that if by such date any condition precedent was still pending to be fulfilledamong other things, this Agreement shall be consider as if it was never executed: a) The Beneficiaries shall have received in the totality and under the terms agreed on this Agreement Fidelity is acquiring (i) all of the Purchase Pricecapital stock of Company, and (ii) the Land Trust Costrenewal rights to the in-force NFIP flood insurance policies of Bankers (the "Bankers NFIP Policies") and certain assets related thereto. The consummation of the FNF Transactions are subject to certain conditions, including, without limitation, the execution by Company and Vendor of this Agreement, pursuant to which Company is engaging Vendor to administer all of Company's NFIP flood insurance policies, including, without limitation, all (i) Company renewals of the Bankers NFIP Policies, and (ii) any other books of NFIP flood insurance policies acquired or otherwise obtained by FNF and its affiliates through new agent relationships or through a stock purchase, merger, asset purchase (including renewal rights purchase) or other change of control transaction with a non-affiliate of FNF (collectively, "Acquired NFIP Policies"). b) The Concurso Process End Date shall have occurred c) The representations B. Company and warranties Vendor expressly acknowledge and agree that the effectiveness of this Agreement is conditioned in its entirety upon the consummation of the Beneficiaries under FNF Transactions. In such event, this Agreement (i) shall be deemed to be effective as of the date of the consummation of the FNF Transactions (hereinafter, the "Effective Date"), and (ii) with respect to Company and Vendor only, supersedes and replaces in its entirety the Old Company Agreement as of the Effective Date. All representations, warranties, covenants and all other rights and obligations set forth in this Agreement shall be true deemed to have been made and correct in all material respects on and or shall commence as of the Closing Effective Date. C. For purposes of clarity, as though made on Company and as of such dateVendor expressly acknowledge and agree that if the FNF Transactions are not consummated, on the understanding that this condition shall be deemed as fulfilled if LandCo receives from the Beneficiaries a written notice executed by their corresponding representatives, substantially in the form of Exhibit “M” of this Agreement; dthen (i) Each of the Beneficiaries neither party shall have delivered any obligation to LandCo the 100% of the ownership of the Beneficiary Rights and Obligations, free of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 of this Agreement; e) Each of the Beneficiaries shall have delivered to LandCo, substantially in the form of the document attached hereto as Exhibit “M”, a certification dated on the Closing Date and executed by its authorized legal representatives, for the effects of clauses 6(c) and 6(d) of other under this Agreement, certifying that, up to their best knowledge, there is no effective or any applicable law or any order by a court of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or the LandCo Sale Agreement; f(ii) The representations and warranties of LandCo under this Agreement shall be true become null and correct void and of no force or effect, and (iii) the Old Company Agreement shall remain in all material respects on full force and as of the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if the Beneficiaries receive from LandCo a written notice executed by its representative, substantially in the form of Exhibit “N” of this Agreement;effect.

Condition Precedent. The assignment and transmission 2.1 Notwithstanding any term or condition in this Agreement, the sale by the City to the Buyer of the Beneficiary Rights Sale Land is expressly subject to and Obligations provided conditional upon the Buyer conducting such independent soil and geotechnical tests as may be required to prove to the satisfaction of the Buyer that the Sale Land is in a state satisfactory for the Buyer’s proposed development of the Sale Land (the “Soils Condition”). The Soils Condition is to be fulfilled or waived on clause First or before the 15th day of June, 2021, or such other date as the City and the Buyer may agree in writing (the “Soils Condition Date”). 2.2 If the Soils Condition is not fulfilled or waived on or before the Soils Condition Date, then: (a) this Agreement shall be effective deemed to have been mutually terminated by the City and the Buyer; (b) the Deposit and the Performance Fees shall be returned to the Buyer, less any and all earned interest on the date that Deposit or the following condition precedents are fully fulfilled (the “Closing”) on the understating that such condition precedents Performance Fees, which shall be fulfilled no later than September 30to the benefit of the City and less any amounts of the Deposit or the Performance Fees needed by the City to restore the Sale Land; (c) upon return of the Deposit and the Performance Fees (or any portion thereof) to the Buyer, 2015, on all rights and obligations of the understanding that if by such date any condition precedent was still pending City and the Buyer pursuant to be fulfilled, this Agreement shall be consider at an end except as if it was never executed: a) The Beneficiaries shall have received otherwise stated in the totality and under the terms agreed on this Agreement (i) the Purchase Price, and (ii) the Land Trust Cost. b) The Concurso Process End Date shall have occurred c) The representations and warranties of the Beneficiaries under this Agreement shall be true and correct in all material respects on and as of the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if LandCo receives from the Beneficiaries a written notice executed by their corresponding representatives, substantially in the form of Exhibit “M” of this Agreement; (d) Each the Buyer shall promptly discharge any caveat, encumbrance, lien, charge or other instrument which the Buyer may have registered or caused to be registered against the title to the Sale Land; and (e) the Buyer shall not have any further obligation or liability to the City and the City shall have no further rights as against the Buyer, including any claim to damages, save for the provisions of sections 2.2(d), 2.6 and 8.1. 2.3 If the Soils Condition is fulfilled or waived on or before the Soils Condition Date, but the Buyer fails to complete the purchase of the Beneficiaries shall have delivered to LandCo the 100% of the ownership of the Beneficiary Rights and Obligations, free of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 of this Agreement; e) Each of the Beneficiaries shall have delivered to LandCo, substantially Sale Land in the form of the document attached hereto as Exhibit “M”, a certification dated manner and on the Closing Date and executed by its authorized legal representatives, date as provided for the effects of clauses 6(c) and 6(d) of in this Agreement, certifying that, up to their best knowledge, there is no effective or any applicable law or any order by otherwise than as a court of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any result of the transactions contemplated City’s default, then: SAMPLE (a) the Deposit and the Performance Fees and all earned interest on the Deposit and the Performance Fees shall be immediately forfeited to the City as liquidated damages and not as a penalty; (b) the interest of the Buyer in the Sale Land as created by this Agreement shall terminate without any legal proceedings being taken or other act being performed by the LandCo Sale AgreementCity; f(c) The representations the Buyer shall promptly discharge any caveat, encumbrance, lien, charge or other instrument which the Buyer may have registered or caused to be registered against the title to the Sale Land; and (d) the Sale Land shall revert to and warranties revest in the City and the City shall not have any further obligation or liability to the Buyer with respect to the Sale Land. 2.4 All costs incurred by the Buyer with respect to the conduct and fulfilment of LandCo under this Agreement the Soils Condition shall be true and correct in all material respects on and as solely at the Buyer’s expense. 2.5 The Soils Condition is for the sole benefit of the Closing DateBuyer and may only be waived by the Buyer in writing. 2.6 The Buyer shall promptly provide copies to the City of all soils and geotechnical tests and reports that the Buyer commissions or obtains with respect to the Sale Land (except for those obtained from the City), as though made on and as shall give the City prompt notice of such date, on any subsurface irregularities or defects with regard to the understanding Sale Land that this condition shall be deemed as fulfilled if the Beneficiaries receive from LandCo a written notice executed by its representative, substantially in the form of Exhibit “N” of this Agreement;Buyer becomes aware of.

Condition Precedent. The assignment and transmission of the Beneficiary Rights and Obligations provided on clause First of this Agreement This Amendment shall be become effective on the date that the following condition precedents are fully fulfilled (the “ClosingAmendment No. 1 Effective Date”) on that each of the understating that such condition precedents shall be fulfilled no later than September 30, 2015, on following conditions have been satisfied or waived by the understanding that if by such date any condition precedent was still pending to be fulfilled, this Agreement shall be consider as if it was never executed:Lenders party hereto. a) 4.01 The Beneficiaries Administrative Agent shall have received executed counterparts of this Amendment from the Obligors, Administrative Agent, the Required Lenders, each New Lender (as defined below) and other Lender increasing its Revolving Commitment in the totality and under the terms agreed on connection with this Agreement (i) the Purchase Price, and (ii) the Land Trust CostAmendment. b) 4.02 The Concurso Process End Date Administrative Agent shall have occurredreceived a funds flow memorandum, in form and substance reasonably satisfactory to the Lenders. c4.03 The Administrative Agent shall have received the results of a recent lien search in each jurisdiction reasonably requested by the Administrative Agent with respect to each Obligor. 4.04 The Administrative Agent shall have received evidence reasonably satisfactory to it that the Secured Convertible Notes due 2025 and Secured Notes due 2025 have been redeemed, repaid or converted in full and all related Liens have been released. 4.05 The Borrower shall have paid all upfront fees, compensation and expenses (including, without limitation, legal fees and expenses) The representations and warranties of the Beneficiaries under this Lenders and their counsel due and payable pursuant to the Amended Credit Agreement shall be true and correct in all material respects on and as of the Closing Date, as though made on Effective Date and as of such date, on the understanding that this condition shall be deemed as fulfilled if LandCo receives from the Beneficiaries a written notice executed by their corresponding representatives, substantially set forth in the form of Exhibit “M” of this Agreement;funds flow memorandum delivered pursuant to Section 4.02 above. d) Each of the Beneficiaries 4.06 The Administrative Agent shall have delivered to LandCo received: (A) a certificate of each Obligor, dated the 100% of the ownership of the Beneficiary Rights and Obligations, free of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 of this Agreement; e) Each of the Beneficiaries shall have delivered to LandCo, substantially in the form of the document attached hereto as Exhibit “M”, a certification dated on the Closing Amendment No. 1 Effective Date and executed by its authorized legal representativesSecretary or Assistant Secretary, for which shall: (x) certify the effects resolutions of clauses 6(c) its Board of Directors, members or other governing body authorizing the execution, delivery and 6(d) performance of this Agreement, certifying that, up Amendment and the other Loan Documents to their best knowledge, there which it is no effective or any applicable law or any order a party; (y) identify by a court of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal name and title and bear the consummation of any signatures of the transactions contemplated officers of such Obligor authorized to sign this Amendment and the other Loan Documents to which it is a party; and (z) contain appropriate attachments, including the charter, articles or certificate of organization or incorporation of such Obligor certified by this Agreement or the LandCo Sale Agreement; f) The representations relevant authority of the jurisdiction of organization of such Obligor and warranties of LandCo under this Agreement shall be a true and correct copy of its bylaws or operating, management or partnership agreement, or other organizational or governing documents; and (B) a good standing certificate for each Obligor from its jurisdiction of organization. 4.07 The Administrative Agent, Issuing Banks and Lenders shall have received a customary legal opinion from ▇▇▇▇▇▇▇ North ▇▇▇▇▇▇ & ▇▇▇▇▇, PC LLO, in all material respects on form and as of substance reasonably satisfactory to the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if the Beneficiaries receive from LandCo a written notice executed by its representative, substantially in the form of Exhibit “N” of this Agreement;Administrative Agent.

Condition Precedent. The assignment and transmission It is a condition precedent to Purchaser's obligations under this Agreement that as of the Beneficiary Rights and Obligations provided on clause First Closing Date, all of this Agreement shall be effective on the date that the following condition precedents are fully fulfilled (the “Closing”) on the understating that such condition precedents shall be fulfilled no later than September 30, 2015, on the understanding that if by such date any condition precedent was still pending to be fulfilled, this Agreement shall be consider as if it was never executed: a) The Beneficiaries shall have received in the totality and under the terms agreed on this Agreement (i) the Purchase Price, and (ii) the Land Trust Cost. b) The Concurso Process End Date shall have occurred c) The Seller's representations and warranties of the Beneficiaries under this Agreement shall be true and correct in all material respects on and as of respects. If the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if LandCo receives from the Beneficiaries a written notice executed by their corresponding representatives, substantially in the form of Exhibit “M” of this Agreement; d) Each of the Beneficiaries shall have delivered to LandCo the 100% of the ownership of the Beneficiary Rights and Obligations, free of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 of this Agreement; e) Each of the Beneficiaries shall have delivered to LandCo, substantially in the form of the document attached hereto as Exhibit “M”, a certification dated on the Closing Date and executed by its authorized legal representatives, for the effects of clauses 6(c) and 6(d) of this Agreement, certifying that, up to their best knowledge, there is no effective or any applicable law or any order by a court of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or the LandCo Sale Agreement; f) The representations and warranties of LandCo under this Agreement shall be Seller, which were true and correct when made, are not true and correct in all material respects on the Closing Date, and that change is not attributable to Seller’s breach of its obligations hereunder or Seller's actions or omissions, then Purchaser may, at its option, (i) waive this condition and close this transaction in accordance with the terms and provisions of this Agreement, or (ii) terminate this Agreement by notice in writing to Seller and receive back the ▇▇▇▇▇▇▇ Money whereupon neither party shall have any further rights or obligations under this Agreement, other than rights or obligations that expressly survive termination. The obligation of Purchaser to consummate the Closing shall be subject to the fulfillment on or before the Closing Date of all of the following conditions: (i) Seller shall have completed the Elevator Work (defined below) and Purchaser shall have approved the same; which approval shall not be unreasonably withheld, and (ii) Seller shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Seller as of the Closing Date. In the event that any of the conditions listed in the immediately preceding sentence are not either satisfied or waived in writing by Purchaser prior to the Closing Date, Purchaser shall deliver written notice to Seller describing the condition not satisfied or waived, and if such condition remains unsatisfied as of the Closing Date, as though made on and as of such datethen without limiting Purchaser’s rights under Section 11(b), on to the understanding that extent applicable, Purchaser shall have the right to terminate this condition shall be deemed as fulfilled if the Beneficiaries receive from LandCo a Agreement by written notice executed by its representativeto Seller and the Title Company, substantially in and upon any such termination, the form of Exhibit “N” of this Agreement;Title Company shall promptly return the ▇▇▇▇▇▇▇ Money to Purchaser.

Condition Precedent. The assignment and transmission This Amendment shall become effective upon completion or satisfaction of the Beneficiary Rights and Obligations provided on clause First of this Agreement shall be effective on following in the date that the following condition precedents are fully fulfilled (the “Closing”) on the understating that such condition precedents shall be fulfilled no later than September 30, 2015, on the understanding that if by such date any condition precedent was still pending to be fulfilled, this Agreement shall be consider as if it was never executedLender’s determination: a) The Beneficiaries shall have received in the totality and under the terms agreed on this Agreement (i) The execution and delivery of this Amendment by the Purchase Price, Borrowers and the Lender. (ii) the Land Trust Cost. b) The Concurso Process End Date shall have occurred c) The representations execution and warranties delivery of the Beneficiaries under this Agreement shall be true Second Amended and correct in all material respects on and as of the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if LandCo receives from the Beneficiaries a written notice executed by their corresponding representatives, Restated Daily Adjusting LIBOR Note substantially in the form attached hereto as Exhibit A. (iii) The execution and delivery of Exhibit “M” of this Agreement; d) Each that certain letter agreement dated as of the Beneficiaries date hereof with respect to certain fees by the Borrowers and agreed to and accepted by the Lender (the “Fee Letter”). (iv) The Borrowers shall have paid to the Lender the fees in immediately available funds in the amount stated in the Fee Letter. The Borrowers acknowledge that such fees shall be paid in addition to the Nonusage Fee due and payable in accordance with Section 3.1 of the Loan Agreement during the term of the Loan. (v) The execution and delivery of that certain letter agreement dated as of the date hereof with respect to the Lender’s waiver of certain rights in connection with that certain Redemption Letter dated as of November 7, 2011 between Lender and Centerline Holding Company, and agreed to and accepted by the Lender. (vi) The Borrowers shall have delivered to LandCo the 100% Lender the following, all in form and substance reasonably satisfactory to the Lender: (A) a certificate of good standing of each Borrower, dated no earlier than thirty (30) days prior to the date of this Amendment; (B) a certificate of the ownership Secretary of each Borrower dated as of the Beneficiary Rights and Obligations, free of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 date of this Agreement; e) Each Amendment and certifying as to the Certificate of Incorporation and By-Laws of each Borrower, the incumbency and signatures of officers of each of the Beneficiaries shall have delivered to LandCoBorrowers executing this Amendment, substantially in the form of the document attached hereto as Exhibit “M”, a certification dated on the Closing Date Second Amended and executed by its authorized legal representatives, for the effects of clauses 6(c) and 6(d) of this Agreement, certifying that, up to their best knowledge, there is no effective or any applicable law or any order by a court of competent jurisdiction restraining, enjoining Restated Daily Adjusting LIBOR Note or otherwise prohibiting or making illegal acting on behalf of each Borrower hereunder and the consummation of any of resolutions authorizing the transactions contemplated by this Agreement or Amendment; and (C) a legal opinion of ▇▇▇▇▇ Peabody LLP, as counsel to the LandCo Sale Agreement; f) The representations and warranties of LandCo under this Agreement shall be true and correct in all material respects on and Borrowers dated as of the Closing Datedate hereof, as though made on addressed to and as of such datein form and substance reasonably satisfactory to the Lender and its counsel. (vii) The Borrowers shall have paid the Lender’s reasonable attorneys’ fees and expenses related to the preparation, on the understanding that this condition shall be deemed as fulfilled if the Beneficiaries receive from LandCo a written notice executed by its representative, substantially in the form of Exhibit “N” negotiation and closing of this Agreement;Amendment.

Condition Precedent. The assignment and transmission effectiveness of this Amendment is expressly conditioned upon receipt by Agent of the Beneficiary Rights following: (a) copies of the Governing Documents of Avanex, as amended, modified, or supplemented as of the date of delivery; (b) a certificate of status with respect to Avanex, dated within 10 days of the date of delivery, such certificate to be issued by the appropriate officer of Avanex’s jurisdiction of organization, which certificate shall indicate that Avanex is in good standing in such jurisdiction; (c) a certificate of status with respect to Avanex, dated within 30 days of the date of delivery, such certificates to be issued by the appropriate officer of the jurisdictions (other than Avanex’s jurisdiction of organization) in which the failure of Avanex to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that Avanex is in good standing in such jurisdictions; (d) all necessary documentation to ensure Agent shall have, for the ratable benefit of the Lenders, a perfected first priority Lien over all the assets of Avanex, which are Collateral, subject only to Permitted Liens; (e) updated schedules to the Loan Documents, as applicable; (f) a fully executed copy of the deed of confirmation entered into by Bookham Technology PLC, Bookham Nominees Limited and Obligations provided on clause First Bookham, Inc., in favor of the Agent in relation to the English security granted pursuant to the Security Agreement together with board minutes from each such company in form and substance satisfactory to the Agent; (g) a fully executed copy of this Agreement shall be effective on Amendment; (h) a fully executed copy of the date that the following condition precedents are fully fulfilled (the “Closing”) on the understating that such condition precedents shall be fulfilled no later than September 30, 2015, on the understanding that if by such date any condition precedent was still pending to be fulfilled, this Agreement shall be consider as if it was never executed:Reaffirmation of Guaranty attached hereto; a) The Beneficiaries shall have received in the totality and under the terms agreed on this Agreement (i) a fully executed copy of the Purchase PriceJoinder Agreement, executed by Avanex Corporation (“Avanex”), Borrowers, Parent, Agent and Lenders, whereby Avanex agrees to become a party to and be bound by the terms of the Loan Documents; (iij) a fully executed copy of the Land Trust Cost. b) The Concurso Process End Date shall have occurred c) The Ratification Agreement executed by Parent, Agent and Lenders, whereby Oclaro restates, ratifies and reaffirms the representations and warranties of (except to the Beneficiaries under this Agreement shall be true extent that such representations and correct warranties related to an earlier date) set forth in all material respects on and the Agreement, that certain General Continuing Guaranty, dated as of August 2, 2006, by Bookham Inc., and the Closing Dateother Loan Documents, which documents are, and shall continue to be, in full force and effect, and that all obligations of Bookham, Inc. as though made on and as of such date, on “Parent” under the understanding that this condition Loan Documents shall be deemed as fulfilled if LandCo receives from the Beneficiaries to refer to all present and future obligations of Oclaro; (k) a written notice fully executed copy of Supplement Number One to Security Agreement executed by their corresponding representativesAvanex, substantially in Grantors and Agent, whereby Avanex agrees to be a Grantor under the form of Exhibit “M” of this Agreement; d) Each Agreement and agrees to be bound by the terms of the Beneficiaries shall have delivered to LandCo Security Agreement; and (l) the 100% of the ownership of the Beneficiary Rights and Obligations, free of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 of this Agreement; e) Each of the Beneficiaries shall have delivered to LandCo, substantially in the form of the document attached hereto as Exhibit “M”, a certification dated on the Closing Date and General Continuing Guaranty executed by its authorized legal representativesAvanex in favor of Agent, for the effects of clauses 6(c) and 6(d) of this Agreement, certifying that, up to their best knowledge, there is no effective or any applicable law or any order by a court of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any ratable benefit of the transactions contemplated by this Agreement or the LandCo Sale Agreement; f) The representations and warranties of LandCo under this Agreement shall be true and correct in Lenders, guaranteeing all material respects on and as of the Closing Date, as though made on and as Obligations of such date, on the understanding that this condition shall be deemed as fulfilled if the Beneficiaries receive from LandCo a written notice executed by its representative, substantially in the form of Exhibit “N” of this Agreement;Borrowers.

Condition Precedent. 5.1 The assignment and transmission obligations of the Beneficiary Rights Parties to complete the Transaction is subject to the satisfaction or waiver on the terms set forth therein of the following condition precedent (the “Condition Precedent”) prior to the Long Stop Date: (i) The Buyer obtaining written confirmation from the relevant Government Authority (as at the date hereof: the Spanish Ministry of Industry, Commerce and Obligations provided Tourism) that no foreign direct investment authorization is required under article 7.bis of Law 19/2003, of 4 July, on clause First legal regime of capital movements and economic transactions outside the country and on certain anti-money laundering measures (Ley 19/2003, de 4 de ▇▇▇▇▇, sobre régimen jurídico de los movimientos de capitales y de las transacciones económicas con el exterior y sobre determinadas medidas de prevención del blanqueo de capitales) (the “FDI Authorization”); or (ii) If the relevant Governmental Authority confirms that the FDI Authorization is required, the Buyer, with the assistance of the Sellers, obtaining the FDI Authorization. 5.2 The Parties undertake to use all reasonable efforts so that the Condition Precedent is satisfied as soon as possible after the execution of this Agreement Agreement. The Buyer shall promptly give notice to the Seller of the satisfaction of the Condition Precedent (and in any event within 5 Business Days as from such moment) (the “Completion Notice”). 5.3 The Parties’ obligation to carry out the Closing actions in accordance with Clause 7.3 shall be effective from the date on which the Condition Precedent has been satisfied or waived by the Buyer on the date that terms set forth herein. 5.4 In accordance with Article 1,450 of the following condition precedents are fully fulfilled (the “Closing”) on the understating that such condition precedents shall be fulfilled no later than September 30, 2015, on the understanding that if by such date any condition precedent was still pending to be fulfilledCivil Code, this Agreement is effective (perfeccionado) by means of its execution by the Parties, being therefore binding and enforceable upon them from the date hereof; provided, however, that the completion of the Transaction (meaning the effective transfer of the Shares to the Buyer) is postponed until the Condition Precedent is satisfied or waived and is subject to the occurrence of the Closing. Upon the satisfaction or waiver of the Condition Precedent, and the occurrence of the Closing, in each case on the terms set forth herein, the effectiveness of the purchase and sale of the Shares shall be consider as if it was never executed: a) The Beneficiaries shall have received in the totality and under the terms agreed on this Agreement (i) the Purchase Price, and (ii) the Land Trust Cost. b) The Concurso Process End Date shall have occurred c) The representations and warranties of the Beneficiaries under this Agreement shall be true and correct in all material respects on and as of the Closing Date. 5.5 In case that the Condition Precedent is not satisfied or waived at the Long Stop Date, as though made on the Buyer and as the Sellers shall each have the right (but not the obligation) to terminate this Agreement and the transaction contemplated hereunder, provided that a Party may not give such termination notice if it is in material breach of such dateits obligations, on the understanding that this condition shall be deemed as fulfilled if LandCo receives from the Beneficiaries a written notice executed by their corresponding representatives, substantially covenants and undertakings set out in the form of Exhibit “M” of this Agreement; d) Each . If the Buyer or any Seller terminates this Agreement pursuant to this Clause, this Agreement shall then automatically terminate and be of the Beneficiaries no further force or effect and no Party shall have delivered any claim hereunder of any nature whatsoever against the other Party without prejudice to LandCo any accrued rights they may have and the 100% of the Sellers shall retain ownership of the Beneficiary Rights and Obligations, free of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 of this Agreement; e) Each of the Beneficiaries shall have delivered to LandCo, substantially in the form of the document attached hereto as Exhibit “M”, a certification dated on the Closing Date and executed by its authorized legal representatives, for the effects of clauses 6(c) and 6(d) of this Agreement, certifying that, up to their best knowledge, there is no effective or any applicable law or any order by a court of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or the LandCo Sale Agreement; f) The representations and warranties of LandCo under this Agreement shall be true and correct in all material respects on and as of the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if the Beneficiaries receive from LandCo a written notice executed by its representative, substantially in the form of Exhibit “N” of this Agreement;Shares.

Condition Precedent. 4.1 The assignment and transmission obligations of the Beneficiary Rights and Obligations provided on clause First of this Agreement shall be effective on the date that the following condition precedents are fully fulfilled (the “Closing”) on the understating that such condition precedents shall be fulfilled no later than September 30, 2015, on the understanding that if by such date any condition precedent was still pending Parties to be fulfilled, this Agreement shall be consider as if it was never executed: a) The Beneficiaries shall have received in the totality and under the terms agreed on this Agreement (i) the Purchase Price, and (ii) the Land Trust Cost. b) The Concurso Process End Date shall have occurred c) The representations and warranties of the Beneficiaries under this Agreement shall be true and correct in all material respects on and as of the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if LandCo receives from the Beneficiaries a written notice executed by their corresponding representatives, substantially in the form of Exhibit “M” of this Agreement; d) Each of the Beneficiaries shall have delivered to LandCo the 100% of the ownership of the Beneficiary Rights and Obligations, free of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 of this Agreement; e) Each of the Beneficiaries shall have delivered to LandCo, substantially in the form of the document attached hereto as Exhibit “M”, a certification dated on the Closing Date and executed by its authorized legal representatives, for the effects of clauses 6(c) and 6(d) of this Agreement, certifying that, up to their best knowledge, there is no effective or any applicable law or any order by a court of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Completion Date of the following condition: any applicable Antitrust Clearance shall have been granted by all relevant Antitrust Authorities and shall be in full force and effect (the “Condition Precedent”). 4.2 The Parties agree to cooperate in good faith and use their commercially reasonable best efforts to obtain the satisfaction of the Condition Precedent as soon as practicable after the date of this Agreement. Upon request of the Purchaser, the Sellers shall cause the Company and/or the Subsidiaries and their advisors to cooperate with the Purchaser and the Purchaser’s advisors, including providing, to the fullest possible extent, in a timely manner to Purchaser or Purchaser’s legal counsel such information regarding the Group Companies as is necessary to enable the Purchaser to make the relevant filings and obtain Antitrust Clearances. 4.3 The Purchaser represents that it is not aware of anything that might prevent or cause substantial delays to the satisfaction of the Condition Precedent and the Purchaser undertakes to: (a) carry out at its own expense, as soon as practicable and in any event, within ten (10) Business Days of the date of the Agreement, full and accurate filings with the competent Antitrust Authorities, in order to obtain the Antitrust Clearances as required by any applicable Antitrust Laws, and promptly transmit to the relevant Antitrust Authorities any additional information and material documents that they may request; (b) keep the Financial Sellers’ Representative regularly informed of any update on the status of the antitrust filings, provide them with the drafts and final versions of any document to be delivered to such competent Antitrust Authorities (provided, however, that any competitively sensitive or confidential information may be excised from copies of documents so provided) in a timely manner so that the Sellers have the opportunity to comment on these documents; (c) inform in advance the Financial Sellers’ Representative and its antitrust counsel of any conference call or meeting scheduled to take place with the Antitrust Authorities and allow such antitrust counsel to attend and participate in all these conference calls and meetings with the Antitrust Authorities, provided that such antitrust counsel shall not be permitted to share competitively sensitive or confidential information of the Purchaser or its Affiliates with any of the Sellers or the LandCo Sale Financial Sellers’ Representative; (d) promptly notify the Financial Sellers’ Representative of any understanding, undertaking or agreement (whether oral or written) that the Purchaser proposes to enter into with said competent Antitrust Authorities in connection with the Agreement; (e) when becoming aware of anything that could cause the Antitrust Clearances to be withheld, delayed or conditioned, promptly inform the Sellers thereof; and (f) The representations notify the Financial Sellers’ Representative of the satisfaction of the Condition Precedent, within two (2) Business Days of becoming aware thereof, and warranties providing, when existing, a copy of LandCo under this the relevant Antitrust Clearance. 4.4 In the event the Antitrust Clearance is not granted by the Antitrust Authorities: (a) at the expiry of Phase 1 (without any Phase 2), the Purchaser agrees to reimburse the Sellers up to a maximum amount of 2,500,000 euros, for their transactions costs (duly evidenced) promptly upon request of the Financial Sellers’ Representative; and (b) at the expiry of Phase 2, the Purchaser shall pay to the Sellers promptly upon request of the Financial Sellers Representative a lump sum of 25,000,000 euros in consideration of the acceptance by the Sellers having interrupted other negotiations with other potential purchasers and the resulting prejudice suffered by the Sellers; and the Agreement shall be true and correct in all material respects on and as of the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if the Beneficiaries receive from LandCo a written notice executed by its representative, substantially in the form of Exhibit “N” of this Agreement;terminated pursuant to Clause 12.1.4 below.

Condition Precedent. The assignment parties agree that the effects of this Assignment of Rights Agreement, and transmission the liability of the Beneficiary Rights and Obligations provided on clause First Assignee to pay to Assignor the consideration agreed upon by the Second Clause of this Assignment of Rights Agreement, will be subject so that simultaneously to the execution of this Assignment of Rights Agreement, the Holder accepts to execute and executes with the Assignee an Amendment Agreement shall be effective on over the date that the following condition precedents are fully fulfilled Agreement (the “Closing”) on "Amendment"), that must include the understating that such condition precedents shall be fulfilled no later than September 30, 2015, on the understanding that if by such date any condition precedent was still pending to be fulfilled, this Agreement shall be consider as if it was never executedfollowing: a) The Beneficiaries shall have received in That by virtue of the totality and under signature of the terms agreed on this Agreement Amendment, the Assignee (ias Beneficiary) must pay to the Purchase PriceHolder, and the amount of $50,000.00 American Dollars (iiFifty Thousand Dollars 00/100 Legal Currency of the United States of America) plus the Land Trust Costcorresponding VAT, per ton of economic ore (ABOVE the CUT OFF) that is extracted from the mine. b) The Concurso Process End Date shall have occurredThat as a result of the work that the Assignee carries out over the lot, the Assignee will pay to the Holder $1.50 American Dollars (One Dollar 50/100 Legal Currency of the United States of America) plus the corresponding VAT, for each ton that is produced. c) The representations and warranties of That in the Beneficiaries under this Agreement shall be true and correct in all material respects on and event that the Assignee does not initiate production over the Lot regarding the Concession Title within a 6 (six) months period as of the Closing Datedate of execution of this Addendum, the Assignee must pay to the Holder the monthly amount of $3,500.00 dollars plus VAT, minus the tax withholdings that are applicable under fiscal laws and subject to the issuance of the fiscal invoice from the Holder in favor of the Assignee. Such payment will be made for the period or periods of time during which no ore extracted and paid within the first eight days of the corresponding month, provided however, that the delay in the initiation of the production is not attributable to the Assignor or to the Holder, or due to any irregularity not attributable to the Assignee, due by the Holder's breach to any of the obligations under the Agreement. d) That in the event that the Assignee pays the Holder the above mentioned monthly consideration, such must be discounted from any future payment made by the Assignee to the Holder as a result of the production and extraction of ore over the Lot under the first paragraph of this Section, subject to the condition that the payments due to the Holder by the production and extraction of ore are maintained at least in the minimum monthly amount of $3,500.00 dollars in order to pay expenses. If by any reason the Assignee decides to not produce nor extract ore, any monthly payments that are made to the Holder will remain to its benefit. e) That the Addendum contains the Option in favor of the Assignee (as Beneficiary) to acquire, free from any liens, or limits of domain and current of any contribution, duty payments, as though made on well as, free from any contingency of a labor, environmental, fiscal or social security nature and any other that may result applicable (not attributable to the Assignee), the title over the Concession, in which case, the Assignee must pay the Holder the amount of $2,000,000.00 (Two Million Dollars 00/100 Legal Currency of the United States of America) in case that the Option is exercised by Assignee (as Beneficiary) within the 3 (three) first years as of such datethe signature of the Amendment, and alternatively, the Assignee must pay to the Holder the amount of $3,000,000.00 (Three Million Dollars 00/100 Legal Currency of the United States of America) in the event that the Option is exercised by Assignee (as Beneficiary) on the next day to the third anniversary as of the signature of the Addendum, and before the fifth year as of the date of signature of the Addendum, in the understanding that this condition shall be deemed as fulfilled if LandCo receives from the Beneficiaries a written notice executed by their corresponding representatives, substantially in Option will conclude at the form of Exhibit “M” of this Agreement; d) Each 5th anniversary of the Beneficiaries shall have delivered to LandCo the 100% of the ownership of the Beneficiary Rights and Obligations, free of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 of this Agreement; e) Each of the Beneficiaries shall have delivered to LandCo, substantially in the form of the document attached hereto as Exhibit “M”, a certification dated on the Closing Date and executed by its authorized legal representatives, for the effects of clauses 6(c) and 6(d) of this Agreement, certifying that, up to their best knowledge, there is no effective or any applicable law or any order by a court of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or the LandCo Sale Agreement;Addendum. f) The representations That the Addendum specifically contains sufficient recitals of the Holder regarding the legal standing that the lot under the Concession and warranties the same Concession, including in a declarative but not limited manner, those recitals that may be applicable to the lot under the Concession and the same Concession, in connection with the recitals contained from paragraphs (j) to (s) of LandCo under section (I) of the recitals of this Assignment of Rights Agreement. Nonetheless the foregoing, the parties agree to attach to this Agreement shall as Attachment "D" the Addendum that must be true executed by and correct in all material respects on and between the Assignee (as Beneficiary) with the Holder simultaneous to the execution of this Assignment of Rights Agreement, which contains the reproduction of the Closing Dateprevious terms, as though made on well as diverse provisions, liabilities and as rights to which the parties will be subject in order to carry out the exploration and exploitation of such date, on the understanding that this condition shall be deemed as fulfilled if lot under the Beneficiaries receive from LandCo a written notice executed by its representative, substantially in the form of Exhibit “N” of this Agreement;Concession.

Condition Precedent. The assignment and transmission of the Beneficiary Rights and Obligations provided on clause First of this Agreement shall be effective on the date that the following condition precedents are fully fulfilled (the “Closing”) on the understating that such condition precedents shall be fulfilled no later than September 30, 2015, on the understanding that if by such date any condition precedent was still pending to be fulfilled, this Agreement shall be consider as if it was never executed: a) The Beneficiaries shall have received in obligation of the totality Assignor to complete the transactions contemplated hereby and under to assign the terms agreed on this Agreement Assigned Assets to the Assignee is subject to the fulfilment of each of the following conditions: (i) the Purchase Price, and (ii) the Land Trust Cost. b) The Concurso Process End Date shall have occurred c) The representations and warranties of the Beneficiaries under this Agreement Assignee contained herein shall be true and correct in all material respects on and as of the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if LandCo receives from the Beneficiaries a written notice executed by their corresponding representatives, substantially in the form of Exhibit “M” of this Agreement; d(ii) Each the Assignee shall have performed all covenants and agreements of the Beneficiaries shall have delivered Assignee contained in this Agreement to LandCo be performed by the 100% of the ownership of the Beneficiary Rights and Obligations, free of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 of this AgreementAssignee prior to Closing; e(iii) Each of the Beneficiaries shall have delivered to LandCo, substantially in the form of the document attached hereto as Exhibit “M”, a certification dated on the Closing Date all necessary consents and executed by its authorized legal representatives, approvals for the effects of clauses 6(c) and 6(d) of this Agreement, certifying that, up to their best knowledge, there is no effective or any applicable law or any order by a court of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any completion of the transactions contemplated hereby shall have been obtained in form reasonably satisfactory to the Assignor, including all necessary consents and approvals of the Securities Commission and the Exchange to the issue and listing of the Consideration Shares and the Bonus Shares; (iv) delivery by the Assignee to the Assignor of the Cash Consideration and the certificates representing the Consideration Shares; and (v) delivery by the Assignee to the Assignor of the documents described in subsection 9(b) hereof. The conditions set out in this subsection are for the exclusive benefit of the Assignor and may be waived in whole or in part by the Assignor at any time. If any of the conditions set out in this subsection shall not be fulfilled or performed at or before the Closing or the Closing has not been completed prior to the earlier of May 14, 2005 and the commencement of drilling by the Operator on the Bachelor Lake Property, the Assignor may rescind the obligations thereof under this Agreement or by notice in writing to the LandCo Sale Agreement;Assignee and in such event the Assignor shall be released from all of its obligations hereunder. f(b) The obligation of the Assignee to complete the transactions contemplated hereby and to acquire the Assigned Assets and assume the Assumed Obligations are subject to the fulfillment of each of the following conditions: (i) the representations and warranties of LandCo under this Agreement the Assignor contained herein shall be true and correct in all material respects on and complete as of the Closing Date; (ii) the Assignor shall have performed all covenants and agreements contained in this Agreement to be performed by the Assignor prior to Closing; (iii) all necessary consents and approvals for the completion of the transactions contemplated hereby shall have been obtained prior to Closing in form reasonably satisfactory to the Assignee, including all consents required under the terms of the Option Agreement and including all necessary consents and approvals of the Securities Commission and the Exchange to the issue and listing of the Consideration Shares and the Bonus Shares; (iv) the Assignee being satisfied, in its sole discretion, that A. Metanor has consented in favour of the Assignee in writing prior to Closing to the assignment by the Assignor to the Assignee, and the assumption by the Assignee, all as though made contemplated by this Agreement and on terms that are satisfactory to the Assignee; B. at the time of Closing, Metanor has confirmed in writing that it holds an undivided 100% legal and as beneficial right, title and interest in and to the Bachelor Lake Property, free and clear of such dateall Liens; and C. at the time of Closing, the Option Agreement and the Bachelor Lake Option are valid and subsisting and is in full force and effect, unamended free and clear of all Liens and no material default exists thereunder; (v) delivery by the Assignor to the Assignee of the documents described in subsection 9(c) hereof. The conditions set out in this subsection are for the exclusive benefit of the Assignee and may be waived in whole or in part by the Assignee at any time. If any of the conditions set out in this subsection shall not be fulfilled or performed at or before the Closing or the Closing has not been completed prior to the earlier of May 14, 2005 and the commencement of drilling by the Operator on the understanding that Bachelor Lake Property, the Assignee may rescind the obligations thereof under this condition Agreement by notice in writing to the Assignor and in such event the Assignee shall be deemed as fulfilled if the Beneficiaries receive released from LandCo a written notice executed by all of its representative, substantially in the form of Exhibit “N” of this Agreement;obligations hereunder.

Condition Precedent. The assignment and transmission 2.1 Notwithstanding any term or condition in this Agreement, the sale by the City to the Buyer of the Beneficiary Rights Sale Land is expressly subject to and Obligations provided conditional upon the Buyer conducting such independent soil and geotechnical tests as may be required to prove to the satisfaction of the Buyer that the Sale Land is in a state satisfactory for the Buyer’s proposed development of the Sale Land (the “Soils Condition”). The Soils Condition is to be fulfilled or waived on clause First or before the 19th day of August, 2025, or such other date as the City and the Buyer may agree in writing (the “Soils Condition Date”). 2.2 If the Soils Condition is not fulfilled or waived on or before the Soils Condition Date, then: (a) this Agreement shall be effective deemed to have been mutually terminated by the City and the Buyer; (b) the Deposit shall be returned to the Buyer, less any and all earned interest on the date that the following condition precedents are fully fulfilled (the “Closing”) on the understating that such condition precedents Deposit, which shall be fulfilled no later than September 30to the benefit of the City and less any amounts of the Deposit needed by the City to restore the Sale Land; (c) upon return of the Deposit (or any portion thereof) to the Buyer, 2015, on all rights and obligations of the understanding that if by such date any condition precedent was still pending City and the Buyer pursuant to be fulfilled, this Agreement shall be consider at an end except as if it was never executed: a) The Beneficiaries shall have received otherwise stated in the totality and under the terms agreed on this Agreement (i) the Purchase Price, and (ii) the Land Trust Cost. b) The Concurso Process End Date shall have occurred c) The representations and warranties of the Beneficiaries under this Agreement shall be true and correct in all material respects on and as of the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if LandCo receives from the Beneficiaries a written notice executed by their corresponding representatives, substantially in the form of Exhibit “M” of this Agreement; (d) Each the Buyer shall promptly discharge any caveat, encumbrance, lien, charge or other instrument which the Buyer may have registered or caused to be registered against the title to the Sale Land; and (e) the Buyer shall not have any further obligation or liability to the City and the City shall have no further rights as against the Buyer, including any claim to damages, save for the provisions of sections 2.2(d), 2.6 and 8.1. 2.3 If the Soils Condition is fulfilled or waived on or before the Soils Condition Date, but the Buyer fails to complete the purchase of the Beneficiaries shall have delivered to LandCo the 100% of the ownership of the Beneficiary Rights and Obligations, free of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 of this Agreement; e) Each of the Beneficiaries shall have delivered to LandCo, substantially Sale Land in the form of the document attached hereto as Exhibit “M”, a certification dated manner and on the Closing Date and executed by its authorized legal representatives, date as provided for the effects of clauses 6(c) and 6(d) of in this Agreement, certifying that, up to their best knowledge, there is no effective or any applicable law or any order by otherwise than as a court of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any result of the transactions contemplated City’s default, then: (a) the Deposit and all earned interest on the Deposit shall be immediately forfeited to the City as liquidated damages and not as a penalty; (b) the interest of the Buyer in the Sale Land as created by this Agreement shall terminate without any legal proceedings being taken or other act being performed by the LandCo Sale AgreementCity; f(c) The representations the Buyer shall promptly discharge any caveat, encumbrance, lien, charge or other instrument which the Buyer may have registered or caused to be registered against the title to the Sale Land; and (d) the Sale Land shall revert to and warranties revest in the City and the City shall not have any further obligation or liability to the Buyer with respect to the Sale Land. 2.4 All costs incurred by the Buyer with respect to the conduct and fulfilment of LandCo under this Agreement the Soils Condition shall be true and correct in all material respects on and as solely at the Buyer’s expense. 2.5 The Soils Condition is for the sole benefit of the Closing DateBuyer and may only be waived by the Buyer in writing. 2.6 The Buyer shall promptly provide copies to the City of all soils and geotechnical tests and reports that the Buyer commissions or obtains with respect to the Sale Land (except for those obtained from the City), as though made on and as shall give the City prompt notice of such date, on any subsurface irregularities or defects with regard to the understanding Sale Land that this condition shall be deemed as fulfilled if the Beneficiaries receive from LandCo a written notice executed by its representative, substantially in the form of Exhibit “N” of this Agreement;Buyer becomes aware of.

Condition Precedent. 5.1 The assignment and transmission of the Beneficiary Rights and Obligations provided on clause First of Parties hereby agree that this Agreement shall be effective conditional upon the following:- (a) the procurement by the Vendor’s Solicitors of the approval and prior written sanction of the State Authority of Selangor (hereinafter referred to as “the State Authority”) permitting the transfer of the said Property by the Vendor to the Purchaser (hereinafter referred to as “the State Consent”); (b) the determination of the Tenancy and the Tenant fulfilling its obligation in accordance with the Tenancy Agreement by reinstating the said Property to its original condition, yielding up the said Property, removing all fixtures and fittings belonging to it and making good all damage after such removal (if any); and (c) all the matters to be duly attended to by the Vendor prior to the delivery of the vacant possession which is annexed hereto as Appendix B; within SIX (6) MONTHS from the date of this Agreement (hereinafter referred to as “the Conditional Period”) or such further period the Parties may mutually agree upon in writing (hereinafter referred to as “the Condition Precedent”). Both the Parties or the Parties’ representative shall conduct a joint inspection of the said Property upon fulfilment of the Condition Precedent to ensure that the said Property is delivered in accordance with the terms and conditions contained herein. 5.2 The Vendor shall at his own cost and expense apply for the State Consent. The Vendor and the Purchaser shall use their endeavour to comply with the terms and conditions and furnish all the documents and/or information which may be required by the State Authority in order to obtain the State Consent. Upon receipt of the State Consent, the Vendor shall forthwith deliver or cause to be delivered a certified true copy of the State Consent to the Purchaser’s Solicitors. 5.3 In the event that the State Authority accepts the simultaneous application of the State Consent and the consent to charge in favour of the Purchaser’s Financier, then the Purchaser or the Purchaser’s Financier’s Solicitors, as the case may be, shall furnish all necessary documents together with the application fees to the Vendor before the application of the State Consent is submitted to the State Authority for the simultaneous application of the State Consent and the consent to charge. For the avoidance of doubt, the Vendor is merely assisting the Purchaser in submitting the application of the consent to charge and has no obligation to ensure the accuracy of the documents required for the application of the consent to charge. 5.4 This Agreement shall be rendered unconditional on the date that of receipt by the following Purchaser’s Solicitors of a certified true copy of the approved State Consent or the date of receipt by the Vendor’s Solicitors of a letter from the Purchaser’s Solicitors confirming the Purchaser’s satisfaction with the condition precedents are fully of the said Property after the joint inspection, whichever is the later (hereinafter referred to as “the Unconditional Date”). 5.5 In the event the Condition Precedent cannot be fulfilled within the Conditional Period:- (a) the “Closing”Purchaser shall be entitled to terminate this Agreement unless extended by consent of the Parties and upon such termination, the Vendor shall refund to the Purchaser the Deposit free of interest within fourteen (14) days from the date of the Vendor’s Solicitors’ receipt of a written notification from the Purchaser’s Solicitors of such termination in simultaneous exchange for the return of all documents forwarded to the Purchaser and/or the Purchaser’s Solicitors and/or the Purchaser’s Financier and/or the Purchaser’s Financier’s Solicitors by the Vendor and/or the Vendor’s Solicitors with the Vendor’s interest remaining intact and redelivery of vacant possession of the said Property (if it has already been delivered to the Purchaser) substantially in the same state and condition (fair wear and tear excepted) and further upon proof of withdrawal of any private caveat lodged by the Purchaser and/or the Purchaser’s Financier (if any) Provided Always That if the Vendor fails to refund the said monies within the said fourteen (14) days, the Purchaser shall be entitled to an interest at the rate of eight per centum (8%) per annum on the understating that such condition precedents shall be fulfilled no later than September 30, 2015, said monies or any part thereof remain outstanding calculated on a daily basis from the understanding that if by such expiry of the fourteenth (14th) day until the actual date any condition precedent was still pending to be fulfilledof payment. Thereafter, this Agreement shall be consider as if it was never executed: a) The Beneficiaries become null and void and shall have received no further effect and neither Party hereto shall have any claims against the other save for antecedent breach and the Vendor shall be at liberty to dispose of the said Property to such party and in such manner as the totality Vendor may in his sole discretion deem fit. For clarification purpose, no such interest shall be payable by the Vendor to the Purchaser until and under unless all the terms agreed on this Agreement aforesaid documents and/or vacant possession of the said Property have been deposited with and/or redelivered to the Vendor simultaneously with the refund of the said monies by the Vendor to the Purchaser; or alternatively (ib) the Purchase PriceParties may negotiate, discuss and/or render all necessary co-operation and (ii) assistance to the Land Trust Cost. b) The Concurso Process End Date shall have occurred c) The representations and warranties other for the purpose of completion of the Beneficiaries under this Agreement shall be true sale and correct in all material respects on and as purchase of the Closing Date, said Property in an alternative lawful manner as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if LandCo receives from the Beneficiaries a written notice executed by their corresponding representatives, substantially in the form of Exhibit “M” of this Agreement; d) Each of the Beneficiaries shall have delivered to LandCo the 100% of the ownership of the Beneficiary Rights and Obligations, free of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 of this Agreement; e) Each of the Beneficiaries shall have delivered to LandCo, substantially in the form of the document attached hereto as Exhibit “M”, a certification dated on the Closing Date and executed by its authorized legal representatives, for the effects of clauses 6(c) and 6(d) of this Agreement, certifying that, up to their best knowledge, there is no effective or any applicable law or any order by a court of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or the LandCo Sale Agreement; f) The representations and warranties of LandCo under this Agreement shall be true and correct in all material respects on and as of the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if the Beneficiaries receive from LandCo a written notice executed by its representative, substantially in the form of Exhibit “N” of this Agreement;Parties may mutually agree.

Condition Precedent. The assignment and transmission effectiveness of the Beneficiary Rights amendments contained herein shall be subject to the prior satisfaction, on or before the date hereof, of the following conditions precedent. (a) Execution and Obligations provided on clause First delivery by the Borrowers and the Lender of this Agreement shall be effective on the date that the following condition precedents are fully fulfilled Amendment. (the “Closing”) on the understating that such condition precedents shall be fulfilled no later than September 30, 2015, on the understanding that if by such date any condition precedent was still pending to be fulfilled, this Agreement shall be consider as if it was never executed: ab) The Beneficiaries Lender shall have received evidence that American Capital shall have purchased at least $500,000 in additional subordinate notes (the "Additional Subordinated Loan") on terms and pursuant to documentation in form, scope and substance satisfactory to the Lender in all respects. Without limiting the generality of the requirement that the terms of the Additional Subordinated Loan be satisfactory to the Lender, the note evidencing such loan shall expressly provide, on terms satisfactory to the Lender, that it is subordinated to the Obligations, and such loan shall be fully subordinated to the Obligations pursuant to a subordination agreement in form, scope and substance satisfactory to the Lender. The proceeds of the Additional Subordinated Loan shall be applied to the amounts due under the Revolving Credit Loans. In addition, American Capital or its assignee shall be issued additional subordinated notes in the totality amount of and under in lieu of the terms agreed cash interest payment due and owing on this Agreement (i) July 31, 2000 on the Purchase PriceSubordinated Debt, and (ii) which notes shall also be considered to be the Land Trust CostAdditional Subordinated Loan. b) The Concurso Process End Date shall have occurred (c) The representations and warranties Lender shall have received a copy of the Beneficiaries under this fully executed Amendment No. 2 to Note and Equity Purchase Agreement among the Borrower and American Capital Stategies, Ltd. and ACS Funding Trust I in form, scope and substance satisfactory to the Lender. (d) The Lender shall be true and correct in all material respects on and have received from the Borrower a thirteen (13) week rolling cash flow forecast dated as of the Closing DateJune 23, as though made on and as of such date, on the understanding that this condition 2000. (e) The Lender shall be deemed as fulfilled if LandCo receives from the Beneficiaries have received a written notice executed by their corresponding representatives, substantially in the form of Exhibit “M” of this Agreement; d) Each copy of the Beneficiaries shall have delivered fully executed Vineland Purchase and Sale Agreement in form, scope and substance satisfactory to LandCo the 100% of the ownership of the Beneficiary Rights and Obligations, free of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 of this Agreement; e) Each of the Beneficiaries shall have delivered to LandCo, substantially in the form of the document attached hereto as Exhibit “M”, a certification dated on the Closing Date and executed by its authorized legal representatives, for the effects of clauses 6(c) and 6(d) of this Agreement, certifying that, up to their best knowledge, there is no effective or any applicable law or any order by a court of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or the LandCo Sale Agreement; f) The representations and warranties of LandCo under this Agreement shall be true and correct in all material respects on and as of the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if the Beneficiaries receive from LandCo a written notice executed by its representative, substantially in the form of Exhibit “N” of this Agreement;Lender.

Condition Precedent. The assignment and transmission In the event that subsequent to the execution of this Agreement, Seller obtains knowledge of, or Buyer’s inspection of the Beneficiary Rights and Obligations provided on clause First Property reveals, either (A) the presence of this Agreement shall be effective on any Hazardous Materials or the date that the following condition precedents are fully fulfilled violation or potential violation of any Environmental Law or (the “Closing”B) on the understating that such condition precedents shall be fulfilled no later than September 30, 2015, on the understanding that if by such date any condition precedent was still pending to be fulfilled, this Agreement shall be consider as if it was never executed: a) The Beneficiaries shall have received structural or other defect in the totality and under Improvements, whether or not in violation of any applicable law, ordinance, code, regulation or decree of any governmental authority having jurisdiction over the terms agreed on this Agreement Property (i) collectively, a “Defective Condition”), which Seller, in its sole judgment, determines could constitute a potential liability to Seller after the Purchase Price, and (ii) Closing or should be remedied prior to the Land Trust Cost. b) The Concurso Process End Date shall have occurred c) The representations and warranties sale of the Beneficiaries under this Agreement Property, Seller shall be true and correct in all material respects on and as of or before the Closing Date, as though made on have the right to extend the Closing Date for the period of time necessary to complete such remediation at Seller’s sole cost and as expense. Notwithstanding the foregoing, within five (5) business days following receipt of such datewritten notice from Seller hereunder, on Buyer shall have the understanding that right to terminate this condition Agreement upon written notice to Seller, in which event the Deposit shall be deemed refunded to Buyer and Seller shall reimburse Buyer for its actual out of pocket costs incurred, not to exceed the aggregate sum of $50,000, and neither party shall have any further right or obligation hereunder (except for the indemnity obligations of Buyer to Seller as fulfilled if LandCo receives from set forth in this Agreement, which shall survive the Beneficiaries a written notice executed by their corresponding representatives, substantially in the form of Exhibit “M” cancellation of this Agreement; d) Each ). Buyer understands that Seller may elect in its sole discretion to obtain its own new or updated environmental assessments at Seller’s cost in furtherance of its rights under this Section 11.5. The terms of this Section 11.5 are solely for the benefit of Seller. Buyer shall have no additional right or remedy hereunder as a result of the Beneficiaries shall have delivered to LandCo the 100% exercise by Seller of the ownership of the Beneficiary Rights and Obligations, free of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 of this Agreement; e) Each of the Beneficiaries shall have delivered to LandCo, substantially in the form of the document attached hereto as Exhibit “M”, a certification dated on the Closing Date and executed by its authorized legal representatives, for the effects of clauses 6(c) and 6(d) of this Agreement, certifying that, up to their best knowledge, there is no effective or any applicable law or any order by a court of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or the LandCo Sale Agreement; f) The representations and warranties of LandCo rights under this Agreement shall be true and correct in all material respects on and as of the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if the Beneficiaries receive from LandCo a written notice executed by its representative, substantially in the form of Exhibit “N” of this Agreement;Section 11.5.

Condition Precedent. The assignment A. Inspection Period. Subject to the indemnification obligations set forth in the following paragraph, Purchaser shall have until 5:00 p.m. (Los Angeles, California time) on the thirtieth (30th) day after the date hereof within which to inspect the Property (the "Review Period"). During the Review Period, Purchaser shall be entitled to review copies of (i) the Leases, (ii) the most recent real estate tax statements with respect to the Property, (iii) the most recent sewer and transmission water bills with respect to the Property, (iv) the Service Contracts, (v) bills for electricity and for fuel used to operate the heating and air conditioning systems controlled by Seller at the Property covering the previous twelve (12) months, (vi) correspondence between tenants and Seller (as landlord), (vii) ▇▇▇▇▇▇▇▇ to tenants for Tenant Reimbursables and invoices for Tenant Reimbursable Expenses, (viii) any plans for the buildings located on the Property, (ix) any licenses or permits issued to Seller in connection with the ownership and operation of the Beneficiary Rights Property, and Obligations provided on clause First (x) any other information relating exclusively to the Property or the tenants reasonably requested by Purchaser, all to the extent in Seller's possession or control. If Purchaser determines that the Property is unsuitable for its purposes and notifies Seller of such decision within the Review Period, the ▇▇▇▇▇▇▇ Money shall be immediately returned to Purchaser, at which time this Agreement shall be effective on the date that the following condition precedents are fully fulfilled (the “Closing”) on the understating that such condition precedents shall be fulfilled no later than September 30, 2015, on the understanding that if by such date any condition precedent was still pending to be fulfilled, this Agreement shall be consider as if it was never executed: a) The Beneficiaries null and void and neither party shall have received in the totality and under the terms agreed on this Agreement (i) the Purchase Price, and (ii) the Land Trust Cost. b) The Concurso Process End Date shall have occurred c) The representations and warranties of the Beneficiaries any further rights or obligations under this Agreement Agreement, except for the indemnity obligations set forth in Sections 6 and 8(A) hereof which shall be true and correct in all material respects on and as of survive termination. Purchaser's failure to object within the Closing Date, as though made on and as of such date, on the understanding that this condition Review Period shall be deemed as fulfilled if LandCo receives from the Beneficiaries a written notice executed waiver by their corresponding representatives, substantially in the form of Exhibit “M” of this Agreement; d) Each Purchaser of the Beneficiaries condition contained in this Section 8(A). Purchaser's right of inspection pursuant to this Section 8(A) shall be subject to the rights of tenants under the Leases and other occupants and users of the Property. No inspection shall be undertaken without reasonable prior notice to Seller. Seller shall have delivered the right to LandCo be present at any or all inspections. Neither Purchaser nor its agents or representatives shall contact any tenants without the 100% prior consent of the ownership of the Beneficiary Rights and ObligationsSeller, free of any Encumbranceswhich will not be unreasonably withheld or delayed, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 of this Agreement; e) Each of the Beneficiaries Seller shall have delivered the right to LandCobe present for all such tenant interviews. No inspection shall involve the taking of samples or other physically invasive procedures without the prior consent of Seller, substantially which shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary contained in the form of the document attached hereto as Exhibit “M”, a certification dated on the Closing Date and executed by its authorized legal representatives, for the effects of clauses 6(c) and 6(d) of this Agreement, certifying thatPurchaser shall restore the Property to its condition existing prior to its entry thereon, up to their best knowledgeand shall indemnify, there is no effective defend and hold Seller and its employees and agents, and each of them, harmless from and against any and all losses, claims, damages and liabilities (including, without limitation, attorneys' fees incurred in connection therewith) arising out of or any applicable law or any order by a court resulting from Purchaser's exercise of competent jurisdiction restrainingits rights under this Agreement, enjoining or otherwise prohibiting or making illegal including, without limitation, its right of inspection as provided for in this Section 8(A). The terms of this Section 8(A) shall survive the consummation termination of any of the transactions contemplated by this Agreement or the LandCo Sale Agreement; f) The representations and warranties of LandCo under this Agreement shall be true and correct in all material respects on and as of the Closing Date, as though made on and as for a period of such date, on the understanding that this condition shall be deemed as fulfilled if the Beneficiaries receive from LandCo a written notice executed by its representative, substantially in the form of Exhibit “N” of this Agreement;nine (9) months.

Condition Precedent. The assignment and transmission Upon the satisfaction of the Beneficiary Rights and Obligations provided on clause First of this Agreement shall be effective on the date that the following condition precedents are fully fulfilled (the “Closing”) on the understating that such condition precedents shall be fulfilled no later than September 30, 2015, on the understanding that if by such date any condition precedent was still pending to be fulfilledprecedent, this Agreement Amendment shall be consider become effective as if it was never executedof and with effect from and after the date first above written: a4.1. The Borrower, the Guarantors, the Agent and the Lenders (including the Departing Lender and each Continuing Lender) shall have executed and delivered this Amendment. 4.2. The Beneficiaries Agent shall have received for each New Lender a Revolving Note evidencing the Revolving Loans made or to be made by such New Lender in the totality and under amount of such New Lender's Revolving Credit Commitment as set forth on Schedule 1 hereto (such Revolving Note to be in the form attached to the Credit Agreement as Exhibit D-1 with appropriate insertions). 4.3. The Agent shall have received for each Continuing Lender (other than New Lenders), the Revolving Credit Commitment of which is increased hereby, a replacement Revolving Note evidencing the Revolving Loans made or to be made by such Lender in the amount of its Revolving Credit Commitment as set forth on Schedule 1 hereto (such Revolving Note to be in the form attached to the Credit Agreement as Exhibit D-1 with appropriate insertions). 4.4. The Agent shall have received from the Borrower such fees as are required to be paid pursuant to the terms agreed of a letter between the Agent and the Borrower dated May 17, 2004. 4.5. Legal matters incident to the execution and delivery of this Amendment shall be satisfactory to the Agent and its counsel; and the Agent shall have received for each Lender the favorable written opinion of counsel to the Borrower, in form and substance reasonably satisfactory to the Agent, as to such legal matters. 4.6. The Agent shall have received for each Lender copies of resolutions of the Borrower's and each Guarantor's Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Amendment and (in the case of the Borrower) the new Revolving Notes delivered in conjunction herewith and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on this Agreement the Borrower's and each Guarantor's behalf, all certified in each instance by its Secretary or Assistant Secretary. 4.7. The Agent shall have received (i) all financial statements required to be delivered on or prior to the Purchase Price, date hereof pursuant to the terms of Section 8.5 of the Credit Agreement and (ii) projections prepared by the Land Trust CostBorrower for the three fiscal years ending on September 30, 2007, which shall be in form and substance satisfactory to the Lenders. b) 4.8. The Concurso Process End Date Departing Lender shall have occurred c) The representations been paid all principal and warranties accrued but unpaid interest and commitment, letter of the Beneficiaries under this Agreement shall be true credit or other fees or amounts outstanding or accrued and correct in all material respects on and unpaid as of the Closing Date, as though made on and as effective date hereof. 4.9. Each Continuing Lender shall have been paid an amount (if any) equal to the excess of such date, on the understanding that this condition shall be deemed as fulfilled if LandCo receives from principal amount of Loans outstanding to it immediately prior to the Beneficiaries a written notice executed by their corresponding representatives, substantially in the form of Exhibit “M” effectiveness of this Agreement; d) Each Amendment over the principal amount of Loans outstanding to it immediately after the Beneficiaries shall have delivered to LandCo the 100% of the ownership of the Beneficiary Rights and Obligations, free of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 effectiveness of this Agreement; e) Each of Amendment, together with all accrued but unpaid interest and fees owing to it under the Beneficiaries shall have delivered to LandCo, substantially in the form of the document attached hereto as Exhibit “M”, a certification dated on the Closing Date and executed by its authorized legal representatives, for the effects of clauses 6(c) and 6(d) of this Agreement, certifying that, up to their best knowledge, there is no effective or any applicable law or any order by a court of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Credit Agreement or the LandCo Sale Agreement; f) The representations and warranties of LandCo under this Agreement shall be true and correct in all material respects on and as of the Closing Date, date hereof. 4.10. The Borrower shall have paid to each Lender all amounts (if any) due to it under Section 1.11 of the Credit Agreement as though made on and as a result of any repayment to such date, on Lender of Eurodollar Loans or Swing Loans in connection with the understanding that this condition shall be deemed as fulfilled if the Beneficiaries receive from LandCo a written notice executed by its representative, substantially in the form of Exhibit “N” effectiveness of this Agreement;Amendment. 4.11. Since March 31, 2004, there shall have been no Material Adverse Effect.

Condition Precedent. The assignment and transmission This Amendment shall become effective upon completion or satisfaction of the Beneficiary Rights and Obligations provided on clause First of this Agreement shall be effective on following in the date that the following condition precedents are fully fulfilled (the “Closing”) on the understating that such condition precedents shall be fulfilled no later than September 30, 2015, on the understanding that if by such date any condition precedent was still pending to be fulfilled, this Agreement shall be consider as if it was never executedLender’s determination: a) The Beneficiaries shall have received in the totality and under the terms agreed on this Agreement (i) The execution and delivery of this Amendment by the Purchase Price, Borrowers and the Lender. (ii) the Land Trust Cost. b) The Concurso Process End Date shall have occurred c) The representations execution and warranties delivery of the Beneficiaries under this Agreement shall be true and correct in all material respects on and as of the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if LandCo receives from the Beneficiaries a written notice executed by their corresponding representatives, Temporary Increase Daily Adjusting LIBOR Revolving Line Note substantially in the form attached hereto as Exhibit A. (iii) All Advances made in connection with the temporary increase in the Line of Exhibit Credit Limit under the First Amendment have been paid in full. (iv) The execution and delivery of that certain letter agreement dated as of November 29, 2012 with respect to certain fees by the Borrowers and agreed to and accepted by the Lender (the “M” of this Agreement;Fee Letter”). d(v) Each The Borrowers shall have paid to the Lender the fees in immediately available funds in the amount stated in the Fee Letter. The Borrowers acknowledge that such fees shall be paid in addition to the Nonusage Fee due and payable in accordance with Section 3.1 of the Beneficiaries Loan Agreement during the term of the Loan, including, without limitation, during the Temporary Funding Period. (vi) The Borrowers shall have delivered to LandCo the 100% Lender the following, all in form and substance reasonably satisfactory to the Lender: (A) a certificate of good standing of each Borrower, dated no earlier than thirty (30) days prior to the date of this Amendment; (B) a certificate of the ownership Secretary of each Borrower dated as of the Beneficiary Rights and Obligations, free of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 date of this Agreement; e) Each Amendment and certifying as to the Certificate of Incorporation and By-Laws of each Borrower, the incumbency and signatures of officers of each of the Beneficiaries shall have delivered to LandCoBorrowers executing this Amendment, substantially in the form of the document attached hereto as Exhibit “M”, a certification dated on the Closing Date and executed by its authorized legal representatives, for the effects of clauses 6(c) and 6(d) of this Agreement, certifying that, up to their best knowledge, there is no effective or any applicable law or any order by a court of competent jurisdiction restraining, enjoining Temporary Increase Promissory Daily Adjusting LIBOR Revolving Line Note or otherwise prohibiting or making illegal acting on behalf of each Borrower hereunder and the consummation of any of resolutions authorizing the transactions contemplated by this Agreement or Amendment; and (C) a legal opinion of N▇▇▇▇ P▇▇▇▇▇▇ LLP, as counsel to the LandCo Sale Agreement; f) The representations and warranties of LandCo under this Agreement shall be true and correct in all material respects on and Borrowers dated as of the Closing Datedate hereof, as though made on addressed to and as of such datein form and substance reasonably satisfactory to the Lender and its counsel. (vii) The Borrowers shall have paid the Lender’s reasonable attorneys’ fees and expenses related to the preparation, on the understanding that this condition shall be deemed as fulfilled if the Beneficiaries receive from LandCo a written notice executed by its representative, substantially in the form of Exhibit “N” negotiation and closing of this Agreement;Amendment.

Condition Precedent. The assignment and transmission of the Beneficiary Rights and Obligations provided on clause First of this Agreement shall be effective on the date that the following condition precedents are fully fulfilled (the “Closing”) on the understating that such condition precedents shall be fulfilled no later than September 30, 2015, on the understanding that if by such date any condition precedent was still pending to be fulfilled, this Agreement shall be consider as if it was never executed: a) The Beneficiaries shall have received in the totality and under the terms agreed on this Agreement (i) The obligations of the Purchase PriceJV Parties to subscribe for the Subscription Shares under the JVSA is conditional upon the fulfilment of the condition(s) precedent under the SPA upon the terms and conditions contained therein (“Condition Precedent”). These are: (a) the approval or letter of no objection from the Economic Planning Unit, Prime Minister’s Department (“EPU”) pursuant to the EPU guidelines for the acquisition of the Property by PPSB from GASB, which was dated 25 June 2020 and being obtained on 30 June 2020; and (b) the approval from the appropriate authorities, as required under Section 433B of the National Land Code, 1965 for the acquisition of the Property by PPSB from GASB, which was dated 27 July 2020 and being obtained on 26 August 2020. (ii) If the Land Trust Cost.Condition Precedent is not fulfilled within six (6) months from the date of the JVSA or such extended period as may be mutually agreed upon by the JV Parties (“Conditional Period”), the JVSA shall terminate subject to the provisions below: Upon the termination of the JVSA: (a) PPSB shall within fourteen (14) days from the date of termination, refund to PSSB all monies paid by PSSB to or for the account of PPSB free from all interest, including but not limited to all payment(s) made under the SPA; (b) The Concurso Process End Date SVSB and PVSB shall reimburse PSSB according to the Shareholding Proportion, for all fees, charges, taxes, disbursements, costs and/or expenses paid or incurred by PSSB relating and/or incidental to the Proposed Acquisition, the proposed development of the Property by PPSB (“Proposed Development”) and the entry and performance of the JVSA, within fourteen (14) days from the date of termination; and (c) thereafter, all rights, obligations and liabilities of the JV Parties hereunder shall cease to have effect and none of the JV Parties shall have occurred c) The representations and warranties of any claim against the Beneficiaries under this Agreement shall be true and correct in all material respects on and as of the Closing Dateother for costs, as though made on and as of such datedamages, on the understanding that this condition shall be deemed as fulfilled if LandCo receives from the Beneficiaries a written notice executed by their corresponding representatives, substantially in the form of Exhibit “M” of this Agreement; d) Each of the Beneficiaries shall have delivered to LandCo the 100% of the ownership of the Beneficiary Rights and Obligations, free of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 of this Agreement; e) Each of the Beneficiaries shall have delivered to LandCo, substantially in the form of the document attached hereto as Exhibit “M”, a certification dated on the Closing Date and executed by its authorized legal representatives, for the effects of clauses 6(c) and 6(d) of this Agreement, certifying that, up to their best knowledge, there is no effective or any applicable law or any order by a court of competent jurisdiction restraining, enjoining compensation or otherwise prohibiting or making illegal the consummation of save for any of the transactions contemplated by this Agreement or the LandCo Sale Agreement; f) The representations and warranties of LandCo under this Agreement shall be true and correct in all material respects on and as of the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if the Beneficiaries receive from LandCo a written notice executed by its representative, substantially in the form of Exhibit “N” of this Agreement;antecedent breaches.

Condition Precedent. The assignment and transmission This Agreement shall become effective upon satisfaction of the Beneficiary Rights following conditions precedent: (a) receipt by the Administrative Agent of counterparts of this Agreement, properly executed by a Responsible Officer of each Loan Party, each Lender, the Swingline Lender, each L/C Issuer and Obligations the Administrative Agent; (b) receipt by the Administrative Agent of the following, in form and substance satisfactory to the Administrative Agent and its legal counsel: (i) copies of the Organization Documents of the Borrowers certified to be true and complete as of a recent date by the appropriate Governmental Authority of the jurisdiction of its organization or incorporation, where applicable, and certified by a secretary or assistant secretary of such Borrower to be true and correct as of the Fourth Amendment Effective Date (provided, that, with respect to any such Organization Documents that have not been amended, modified or terminated (other than any modification resulting solely from a change in the registered agent for such Borrower) since the date previously delivered to the Administrative Agent, such Borrower may certify that such Organization Documents have not been amended, modified or terminated (other than any modification resulting solely from a change in the registered agent for such Borrower) since such date and remain in full force and effect, and remain true and complete (other than any modification resulting solely from a change in the registered agent for such Borrower), in the form delivered to the Administrative Agent on such date); (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Borrower is a party; and (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Borrower is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization or incorporation; (c) receipt by the Administrative Agent of an opinion or opinions of counsel for the Borrowers, dated the Fourth Amendment Effective Date and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent; (d) receipt by the Administrative Agent of any fees owing to the Administrative Agent, the Arrangers and the Lenders that are required to be paid on or before the Fourth Amendment Effective Date; and (i) the Administrative Agent and the Lenders shall have completed a due diligence investigation of the Loan Parties and their Subsidiaries in scope, and with results, satisfactory to the Administrative Agent and the Lenders, including with respect to OFAC, the Foreign Corrupt Practices Act and “know your customer” due diligence, (ii) upon the request of any Lender made at least ten (10) days prior to the Fourth Amendment Effective Date, the Borrowers shall have provided on clause First to such Lender (and such Lender shall be reasonably satisfied with) the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five (5) days prior to the Fourth Amendment Effective Date, and (iii) at least five (5) days prior to the Fourth Amendment Effective Date, if any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, such Borrower shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower. For purposes of determining compliance with the conditions specified in this Section 3, each Lender that has signed this Agreement shall be effective on the date that the following condition precedents are fully fulfilled (the “Closing”) on the understating that such condition precedents shall be fulfilled no later than September 30deemed to have consented to, 2015, on the understanding that if by such date any condition precedent was still pending approved or accepted or to be fulfilledsatisfied with, this Agreement shall each document or other matter required thereunder to be consider as if it was never executed: a) The Beneficiaries consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received in notice from such Lender prior to the totality and under the terms agreed on this Agreement (i) the Purchase Price, and (ii) the Land Trust Costproposed Fourth Amendment Effective Date specifying its objection thereto. b) The Concurso Process End Date shall have occurred c) The representations and warranties of the Beneficiaries under this Agreement shall be true and correct in all material respects on and as of the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if LandCo receives from the Beneficiaries a written notice executed by their corresponding representatives, substantially in the form of Exhibit “M” of this Agreement; d) Each of the Beneficiaries shall have delivered to LandCo the 100% of the ownership of the Beneficiary Rights and Obligations, free of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 of this Agreement; e) Each of the Beneficiaries shall have delivered to LandCo, substantially in the form of the document attached hereto as Exhibit “M”, a certification dated on the Closing Date and executed by its authorized legal representatives, for the effects of clauses 6(c) and 6(d) of this Agreement, certifying that, up to their best knowledge, there is no effective or any applicable law or any order by a court of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or the LandCo Sale Agreement; f) The representations and warranties of LandCo under this Agreement shall be true and correct in all material respects on and as of the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if the Beneficiaries receive from LandCo a written notice executed by its representative, substantially in the form of Exhibit “N” of this Agreement;

Condition Precedent. The assignment and transmission of the Beneficiary Rights and Obligations provided on clause First of this Agreement This Amendment shall be become effective on the date that the following condition precedents are fully fulfilled (the “ClosingAmendment No. 3 Effective Date”) on that each of the understating that such condition precedents shall be fulfilled no later than September 30, 2015, on following conditions have been satisfied or waived by the understanding that if by such date any condition precedent was still pending to be fulfilled, this Agreement shall be consider as if it was never executed:Lenders party hereto. a) 4.01 The Beneficiaries Administrative Agent shall have received executed counterparts of this Amendment from the Obligors, Administrative Agent, the Required Lenders, each New Lender (as defined below) and other Lender increasing its Revolving Commitment in the totality and under the terms agreed on connection with this Agreement (i) the Purchase Price, and (ii) the Land Trust CostAmendment. b) 4.02 The Concurso Process End Date Administrative Agent shall have occurredreceived a funds flow memorandum, in form and substance reasonably satisfactory to the Lenders. c4.03 The Administrative Agent shall have received the results of a recent lien search in each jurisdiction reasonably requested by the Administrative Agent with respect to each Obligor. 4.04 The Borrower shall have paid all upfront fees, compensation and expenses (including, without limitation, legal fees and expenses) The representations and warranties of the Beneficiaries under this Lenders and their counsel due and payable pursuant to the Amended Credit Agreement shall be true and correct in all material respects on and as of the Closing Date, as though made on Effective Date and as of such date, on the understanding that this condition shall be deemed as fulfilled if LandCo receives from the Beneficiaries a written notice executed by their corresponding representatives, substantially set forth in the form of Exhibit “M” of this Agreement;funds flow memorandum delivered pursuant to Section 4.02 above. d) Each of the Beneficiaries 4.05 The Administrative Agent shall have delivered to LandCo received: (A) a certificate of each Obligor, dated the 100% of the ownership of the Beneficiary Rights and Obligations, free of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 of this Agreement; e) Each of the Beneficiaries shall have delivered to LandCo, substantially in the form of the document attached hereto as Exhibit “M”, a certification dated on the Closing Amendment No. 3 Effective Date and executed by any Responsible Officer of such Obligor, which shall: (x) certify the resolutions of its authorized legal representativesBoard of Directors, for members or other governing body authorizing the effects of clauses 6(c) execution, delivery and 6(d) performance of this Agreement, certifying that, up Amendment and the other Loan Documents to their best knowledge, there which it is no effective or any applicable law or any order a party; (y) identify by a court of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal name and title and bear the consummation of any signatures of the transactions contemplated officers of such Obligor authorized to sign this Amendment and the other Loan Documents to which it is a party; and (z) contain appropriate attachments, including the charter, articles or certificate of organization or incorporation of such Obligor certified by this Agreement or the LandCo Sale Agreement; f) The representations relevant authority of the jurisdiction of organization of such Obligor and warranties of LandCo under this Agreement shall be a true and correct in all material respects on copy of its bylaws or operating, management or partnership agreement, or other organizational or governing documents; and as (B) a good standing certificate for each Obligor from its jurisdiction of the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if the Beneficiaries receive from LandCo a written notice executed by its representative, substantially in the form of Exhibit “N” of this Agreement;organization.

Condition Precedent. 5.1 The assignment sale and transmission purchase of the Beneficiary Rights Shares is subject to the satisfaction at Completion or (where permitted) waiver of the Conditions set out in paragraph 1 of schedule 11 (Conditions Precedent). 5.2 The Buyer will use all reasonable efforts to ensure that a notification of the sale and Obligations provided purchase of the Shares is submitted to the OFT for purposes of Part 3 of the Enterprise ▇▇▇ ▇▇▇▇ as soon as practicable and in any event on or before 10 January 2014 and shall use all reasonable efforts to avoid any declaration of incompleteness by the OFT or any suspension of the time periods for clearance. 5.3 For the purpose of submitting a notification to the OFT in accordance with clause First 5.2 above, the Seller will use all reasonable efforts and will ensure that the Company will use all reasonable efforts to provide any reasonably necessary or appropriate information to the Buyer for inclusion in such notification concerning the Company and the Business. 5.4 The Buyer will use all reasonable efforts to provide promptly any information subsequently requested by the OFT following such notification and the Seller will use all reasonable efforts to provide promptly any such reasonable information concerning the Company or the Business to the Buyer for provision to the OFT or to the OFT directly. 5.5 Both parties agree to co-operate fully with any resulting investigation by the OFT and, in the event of a reference of the sale and purchase of the Shares to the Competition Commission, with the resulting investigation by the Competition Commission, and the Seller shall ensure that the Company shall do likewise. 5.6 The Buyer will, as soon as reasonably practicable: (a) notify the Seller of any material communication (whether written or oral) received from the OFT or Competition Commission and promptly inform Seller of the content of any meeting or material conversation which takes place with the OFT or Competition Commission; (b) where possible, involve the Seller in any meeting or material conversation which takes place with the OFT or Competition Commission and shall, if requested by the Seller, produce a written summary thereof. Where it has not been possible to involve the Seller, the Buyer shall promptly inform the Seller of the content of such meeting or material conversation; (c) provide the Seller with a final draft of all submissions, notifications, filings and other communications to the OFT or Competition Commission at such time as will allow the Seller a reasonable opportunity to provide comments and for the Buyer to take account of any such reasonable comments on such drafts prior to their submission, provided, in each case, that the Buyer shall only be required to disclose information which it reasonably considers to be commercially sensitive to the Seller’s Solicitors on a confidential basis, and not to the Seller. 5.7 With effect from the date of entry into force of section 26 of the Enterprise and Regulatory Reform Act 2013 (which is expected to be on 1 April 2014), in this Agreement clause 5, in clause 6 and in schedule 11 (Conditions Precedent): (a) all references to the OFT and to the Competition Commission shall be effective on treated as references to the date that Competition and Markets Authority and (b) all references to a reference or referral to the following condition precedents are fully fulfilled (the “Closing”) on the understating that such condition precedents Competition Commission shall be fulfilled no later than September 30treated as meaning a reference or referral for a second phase or second stage investigation by the Competition and Markets Authority pursuant to Part 3 of the Enterprise ▇▇▇ ▇▇▇▇ as amended by the Enterprise and Regulatory Reform Act 2013 and to a reference by the Competition and Markets Authority to its chair for the constitution of a group under Schedule 4 of that 2013 Act. 5.8 If, 2015at any time, on either party becomes aware of a fact or circumstance that might prevent a Condition being satisfied, it shall immediately inform the understanding that if other party. 5.9 The Buyer may waive any or all of the Conditions set out in paragraphs 1(b) or 1(c) of schedule 11 (Conditions Precedent) in whole or in part by such date any condition precedent was still pending notice to be fulfilled, this Agreement shall be consider as if it was never executedthe Seller. 5.10 If: (a) The Beneficiaries shall the Buyer does not notify the OFT pursuant to clause 5.2 on or before 10 January 2014; or (b) none of the OFT Conditions have received in been satisfied by the totality and under Long Stop Date; or (c) either of the terms agreed on this Agreement Conditions at paragraph 1(b) or 1(c) of schedule 11 (Conditions Precedent) is not satisfied at Completion or becomes incapable of satisfaction at Completion, then except for: (i) clause, 6.3, and, to the Purchase Priceextent necessary to give effect to that clause, clauses 15 to 17 (inclusive), and (ii) the Land Trust Cost. b) The Concurso Process End Date shall any rights or liabilities which have occurred c) The representations and warranties of the Beneficiaries already accrued under this Agreement, this Agreement shall be true and correct in all material respects lapse on and as the first of the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if LandCo receives from the Beneficiaries a written notice executed by their corresponding representatives, substantially in the form of Exhibit “M” of this Agreement; d) Each of the Beneficiaries shall have delivered above to LandCo the 100% of the ownership of the Beneficiary Rights and Obligations, free of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 of this Agreement; e) Each of the Beneficiaries shall have delivered to LandCo, substantially in the form of the document attached hereto as Exhibit “M”, a certification dated on the Closing Date and executed by its authorized legal representatives, for the effects of clauses 6(c) and 6(d) of this Agreement, certifying that, up to their best knowledge, there is no effective or any applicable law or any order by a court of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of occur without any of the transactions contemplated by this Agreement or the LandCo Sale Agreement; f) The representations and warranties of LandCo under this Agreement shall be true and correct parties being liable to any other party in all material respects on and as of the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if the Beneficiaries receive from LandCo a written notice executed by its representative, substantially in the form of Exhibit “N” of this Agreement;any way whatsoever.

Condition Precedent. The assignment Buyer's obligation to purchase the Shares and transmission to consummate the transactions contemplated in the Agreement at Closing shall be subject to the fulfillment of each of the Beneficiary Rights and Obligations provided on clause First of this Agreement shall be effective on the date that the following condition precedents are fully fulfilled (the “Closing”) on the understating that such condition precedents shall be fulfilled no later than September 30, 2015, on the understanding that if by such date any condition precedent was still pending to be fulfilled, this Agreement shall be consider as if it was never executedconditions: a) The Beneficiaries shall have received in the totality and under the terms agreed on this Agreement (i) all the Purchase Price, and (ii) the Land Trust Cost. b) The Concurso Process End Date shall have occurred c) The representations and warranties of the Beneficiaries under this Sellers contained in the Agreement shall be true and correct accurate in all material respects on as of the date hereof and as of the Closing Date, except for such inaccuracies or breaches specifically waived in writing by Buyer; (ii) the Sellers shall have performed and complied with all agreements, covenants and undertakings (including all covenants set forth in ARTICLE IX HEREOF) required by the Agreement to be performed or complied with by the Sellers, prior to or at the Closing Date; (iii) the Sellers shall have caused the Subsidiary to deliver to the Buyer all of the Subsidiary's employment agreements and the Buyer shall have been satisfied that these agreements do not create liabilities for the Subsidiary which are not customary and reasonable for a company of that size with that principal place of business in the pharmaceutical industry in respect of employees such as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if LandCo receives those with whom these agreements have been entered into; (iv) from the Beneficiaries a written notice executed by their corresponding representatives, substantially in the form of Exhibit “M” of this Agreement; d) Each of the Beneficiaries shall have delivered date hereof to LandCo the 100% of the ownership of the Beneficiary Rights and Obligations, free of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 of this Agreement; e) Each of the Beneficiaries shall have delivered to LandCo, substantially in the form of the document attached hereto as Exhibit “M”, a certification dated on the Closing Date and executed by its authorized legal representatives, for the effects of clauses 6(c) and 6(d) of this Agreement, certifying that, up to their best knowledge, there is no effective or any applicable law or any order by a court of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or the LandCo Sale Agreement; f) The representations and warranties of LandCo under this Agreement shall be true and correct in all material respects on and as of the Closing Date, as though made on no Material Adverse Effect and as no material disruption or change in the regulatory conditions or requirements applicable to each of such date, on the understanding that this condition Companies shall be deemed as fulfilled if have occurred; (v) the Beneficiaries receive from LandCo Buyer and Laphal Industrie will have entered into a written notice executed by its representative, substantially non-compete agreement in the form attached as EXHIBIT X.1.(V) pursuant to which Laphal Industrie shall undertake that, except for sales to the Buyer and/or any of Exhibit “N” its Affiliates or the Subsidiary as contemplated by the manufacturing agreement between Laphal Industrie and the Subsidiary, Laphal Industrie shall not, directly or indirectly, develop, manufacture market, distribute and/or sell Thalidomide in any form or presentation including unfinished product or active ingredient, in any country of this the world for a period of ten (10) years after the Closing Date; (vi) the Buyer and ▇▇▇ Publimepharm shall have entered into a trademark sale and purchase agreement pursuant to which ▇▇▇ Publimepharm shall sell to Buyer or its assignee the trademark "Triacana" in the form attached hereto as EXHIBIT X.1(VI); and (vii) all Governmental Entity approvals and third party consents required in connection with the performance of the Agreement;, including the consents referred to in ARTICLE VII.16, shall have been duly obtained and in full force and effect on Closing Date.

Condition Precedent. 4.1 The assignment sale and transmission purchase of the Beneficiary Rights and Obligations provided on clause First of this Agreement shall be effective on Shares is conditional upon: (a) the date that relevant filings with the following condition precedents are fully fulfilled competition authorities set forth in Schedule 6 (the “Closing”Competition Authorities) on having been made with respect to the understating that such condition precedents shall be fulfilled Transaction, and any required waiting periods (including any extensions thereof) under any applicable competition laws having expired or having been terminated or the Competition Authorities having given all relevant clearances and approvals under the applicable competition laws for the Completion of the Transaction (the Merger Control Condition); (b) no later than September 30, 2015governmental authority or court having, on or before the understanding that if by such date any condition precedent was still pending to be fulfilled, this Agreement shall be consider as if it was never executed: a) The Beneficiaries shall have received in the totality and under the terms agreed on this Agreement (i) the Purchase Price, and (ii) the Land Trust Cost. b) The Concurso Process End Date shall have occurred c) The representations and warranties of the Beneficiaries under this Agreement shall be true and correct in all material respects on and as of the Closing Completion Date, as though made on and as of such dateissued, on the understanding that this condition shall be deemed as fulfilled if LandCo receives from the Beneficiaries a written notice executed by their corresponding representativespromulgated, substantially in the form of Exhibit “M” of this Agreement; denforced or entered into an order, judgement, decree, agreement or decision (whether temporary, preliminary or permanent) Each of the Beneficiaries shall have delivered to LandCo the 100% of the ownership of the Beneficiary Rights and Obligations, free of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 of this Agreement; e) Each of the Beneficiaries shall have delivered to LandCo, substantially in the form of the document attached hereto as Exhibit “M”, a certification dated on the Closing Date and executed by its authorized legal representatives, for the effects of clauses 6(c) and 6(d) of this Agreement, certifying that, up to their best knowledge, there is no effective or any applicable law or any order by a court of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement (including a governmental authority or court with jurisdiction over the Group Companies or the LandCo Sale AgreementPurchaser prohibiting the transactions contemplated by this Agreement on the basis of a breach by the Group Companies of Economic Sanctions Law); f(c) The representations no event having occurred, on or before the Completion Date, which constitutes a material breach of any of the Key Sellers’ Warranties at the Completion Date by reference to the facts and warranties circumstances then existing (as if references in the Key Sellers’ Warranties to the date of LandCo this Agreement were references to the Completion Date); (d) no material breach by any of the Sellers of their obligations under this Agreement shall having occurred on or before the Completion Date and remaining uncured on the Completion Date; (e) since the date of this Agreement, there has not been any change, development or event that, individually or in the aggregate, has had or would reasonably be true expected to have a Material Adverse Effect and correct which is not remedied prior to and continuing on the Completion Date; and (f) no material breach by Perrigo Topco or the Purchaser of their obligations under this Agreement having occurred on or before the Completion Date and remaining uncured on the Completion Date. The conditions referred to in all material respects on Clauses 4.1(c), 4.1(d) and as 4.1(e) are stipulated to the sole benefit of the Closing DatePurchaser and may be waived by the Purchaser at any time. The waiving of any of the conditions set out in Clause 4.1(c) and 4.1(d) shall not affect any rights under this Agreement, as though made on and as including the Purchaser’s right to make a Claim. The waiver of such date, the condition referred to in Clause 4.1(e) shall prevent the Purchaser from making any Claim based on the understanding underlying change, effect, event, occurrence, state of facts or development of the Material Adverse Effect. The condition referred to in Clause 4.1(f) is stipulated to the sole benefit of the Sellers and may be waived by the Sellers at any time. The waiving of the condition set out in Clause 4.1(f) shall not affect any rights under this Agreement. The condition referred to in Clauses 4.1(b) is stipulated to the benefit of both the Sellers and the Purchaser, and may only be waived by both the Purchaser and the Sellers together. The Parties agree that this condition the Purchaser shall be deemed have the right to partially waive the Merger Control Condition in relation to one or more Competition Authorities. If the Purchaser exercises such right, it shall fully indemnify the Sellers and hold the Sellers harmless for any liability which they would incur as fulfilled if a result or in connection with such partial waiver. 4.2 Notwithstanding Article 1179 of the Beneficiaries receive from LandCo a written notice executed by Belgian Civil Code (Burgerlijk Wetboek/Code Civil), the satisfaction of the conditions referred to above shall have no retroactive effect. 4.3 The Purchaser shall use its representativebest efforts to procure that the Merger Control Condition is satisfied as soon as possible, substantially in and furthermore the form Purchaser shall: (a) make all relevant filings with the Competition Authorities under the applicable competition laws for the Completion of Exhibit “N” the Transaction as soon as reasonably possible after the date of this Agreement; (b) without prejudice to sub-Clause (d) below, use its best efforts to obtain the relevant approvals of the Competition Authorities under the applicable competition laws for the Completion of the Transaction as soon as reasonably practicable, and shall promptly and adequately respond to any questions or observations which the Competition Authorities may have; (c) bear all filing fees and other costs and expenses it incurs in relation to the seeking to obtain the relevant approvals of the Competition Authorities under the applicable competition laws for the Completion of the Transaction (for the avoidance of doubt, each Party shall bear its own costs and expenses which it may incur in relation to these approvals, e.g. professional advisory fees) and bear all costs, penalties and fines resulting from not filing in any jurisdiction where it is determined that a filing of any kind should have taken place in relation with the Transaction; and (d) accept all conditions, obligations or other requirements imposed or contained in any final decision of a Competition Authority with a view to remove any impediments, restrictions or conditions that may affect or delay the fulfilment of the Merger Control Condition, and in any event make any offer to the Competition Authorities necessary to remedy the concerns of such Competition Authorities. 4.4 The Purchaser shall keep the Sellers reasonably informed about the status and progress of the relevant filings that are required to satisfy the Merger Control Condition. To that end, the Purchaser shall prior to any notification provide the Sellers a non-confidential draft filing and allow reasonable time to make comments. The Purchaser shall also make available to the Sellers a non-confidential version of any notification submitted with regard to the Transaction to any competition authority. In particular, when a filing is made on behalf of both the Purchaser and the Sellers, the Purchaser shall, following its obligations under Clause 4.3 prepare such filing and take all measures necessary to submit such filing to the relevant Competition Authority on behalf of both the Purchaser and the Sellers. To this end, the Sellers shall use their best efforts to provide the Purchaser, with all information and assistance reasonably required by the Purchaser, it being understood that the Sellers will not bear any costs in relation to these filings and that the Sellers shall have no obligation to accept any obligations or requirements as referred to in Clause 4.3(d). 4.5 Without prejudice to the undertakings of Clause 4.3, the Purchaser and the Sellers shall, to the extent permitted by law, co-operate with one another in good faith and provide such assistance as may reasonably be required with a view to satisfying the Merger Control Condition, including providing all information reasonably required by the other Parties in relation to their respective businesses or the business of the Group Companies and providing to the Competition Authorities all information required by them. Nothing in this Clause 4.5 shall require a Party to provide another Party with information that relates to its operations or is commercially sensitive to it. 4.6 Parties expressly acknowledge that the Purchaser’s compliance with any condition, obligation or other requirement imposed or contained in any decision of any Competition Authority or the effectuation of any offer made by the Purchaser to any Competition Authority pursuant to Clause 4.3(d) will not result in any change to the terms and conditions of this Agreement. 4.7 The Purchaser shall use its best efforts to procure that the Merger Control Condition shall be satisfied at the latest nine (9) months after the date of this Agreement (the Long Stop Date). If the Merger Control Condition is not satisfied on or before the Long Stop Date, or any Competition Authority has taken action or given indication that the Merger Control Condition will not be satisfied on or before the Long Stop Date, then the Sellers or the Purchaser shall have the right to terminate this Agreement (provided that the non-satisfaction (or the confirmation of non-satisfaction) of the Merger Control Condition is not due to the non-compliance by any of the Sellers (in case of a termination by the Sellers) or the Purchaser (in case of a termination by the Purchaser) with any of their obligations under Clause 4.3 or Clause 4.4), it being understood that in such event: (a) except for the Surviving Provisions, all provisions of this Agreement shall lapse and cease to have effect; but (b) neither the lapsing of those provisions nor their ceasing to have effect shall affect any accrued rights or liabilities in respect of damages for non-performance of obligations under this Agreement falling due for performance prior to such lapse and cessation. 4.8 Within two (2) Business Days of the Merger Control Condition being satisfied, the Purchaser will notify the Sellers thereof. If the Purchaser becomes aware of the fact that the Merger Control Condition will not be satisfied before the Long Stop Date, it will notify the Sellers within two (2) Business Days of it becoming aware of such fact. 4.9 If (a) the Purchaser fails to comply with the obligations set out in Clause 4.3(d); or (b) Completion does not take place because the Purchaser fails to comply with the Purchaser’s Completion Obligations; or (c) the Merger Control Condition is not satisfied on or before the Long Stop Date except in case this is solely due to the Sellers’ failure to comply with their obligation mentioned in the last sentence of Clause 4.4 in relation to a filing to be made on behalf of both the Purchaser and the Sellers; and the Agreement is terminated by the Sellers in accordance with Clause 4.7 or 7.5, the Purchaser shall pay to the Sellers an aggregate lump sum break fee of EUR 100,000,000, of which EUR 51,234,566 payable to Alychlo and EUR 48,765,434 payable to Holdco, each time in accordance with Clause 19 by wire transfer in immediately available funds within five (5) Business Days from the Long Stop Date (in case the payment is due on the basis of Clause 4.9(c)) or from the date at which the Purchaser failed to comply with the relevant obligation (in case the payment is due on the basis of Clauses 4.9(a) or (b) (the Break Fee). Notwithstanding any other provisions of this Agreement, the Sellers shall at all times have the right to seek specific performance of the Purchaser’s obligations under this Agreement, including the obligations pursuant to Clauses 4.3 and 7.2, it being understood that in such case the Break Fee shall not be due. The Sellers acknowledge and agree that the Break Fee shall be a full compensation for all their damages in relation to a termination of this Agreement or the non-fulfilment of the Purchaser’s obligations hereunder and that they shall in such case not be entitled to any additional damages. The Purchaser explicitly acknowledges that the provisions of this Clause 4.9 are reasonable and necessary to protect the legitimate interests of the Sellers.

Condition Precedent. The assignment and transmission of the Beneficiary Rights and Obligations provided on clause First of this Agreement shall be effective on the date that the following condition precedents are fully fulfilled (the “Closing”) on the understating that such condition precedents shall be fulfilled no later than September 30, 2015, on the understanding that if by such date any condition precedent was still pending to be fulfilled, this Agreement shall be consider as if it was never executed: a) The Beneficiaries shall have received in the totality and under the terms agreed on this Agreement (i) the Purchase Price, and (ii) the Land Trust Cost. b) The Concurso Process End Date shall have occurred c) The representations and warranties of the Beneficiaries under this Agreement shall be true and correct in all material respects on and as of the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if LandCo receives from the Beneficiaries a written notice executed by their corresponding representatives, substantially in the form of Exhibit “M” of this Agreement; d) Each of the Beneficiaries shall have delivered to LandCo the 100% of the ownership of the Beneficiary Rights and Obligations, free of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 of this Agreement; e) Each of the Beneficiaries shall have delivered to LandCo, substantially in the form of the document attached hereto as Exhibit E xhibit “M”, a certification dated on the Closing Date and executed by its authorized legal representatives, for the effects of clauses 6(c) and 6(d) of this Agreement, certifying that, up to their best knowledge, there is no effective or any applicable law or any order by a court of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or the LandCo Sale Agreement; f) The representations and warranties of LandCo under this Agreement shall be true and correct in all material respects on and as of the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if the Beneficiaries receive from LandCo a written notice executed by its representative, substantially in the form of Exhibit “N” of this Agreement;

Condition Precedent. The assignment and transmission effects of the Beneficiary Rights and Obligations provided on clause First purchase of this Agreement shall be effective shares subject matter hereof, without prejudice to those obligations that, by the terms hereof, become due on the date that the following condition precedents are fully fulfilled (the “Closing”) on the understating that such condition precedents shall be fulfilled no later than September 30, 2015, on the understanding that if by such date any condition precedent was still pending to be fulfilled, this Agreement shall be consider as if it was never executed: a) The Beneficiaries shall have received in the totality and under the terms agreed on this Agreement (i) the Purchase Price, and (ii) the Land Trust Cost. b) The Concurso Process End Date shall have occurred c) The representations and warranties of the Beneficiaries under this Agreement shall be true and correct in all material respects on and as of the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if LandCo receives from the Beneficiaries a written notice executed by their corresponding representatives, substantially in the form of Exhibit “M” of this Agreement; d) Each of the Beneficiaries shall have delivered to LandCo the 100% of the ownership of the Beneficiary Rights and Obligations, free of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 of this Agreement; e) Each of the Beneficiaries shall have delivered to LandCo, substantially in the form of the document attached hereto as Exhibit “M”, a certification dated on the Closing Date and executed by its authorized legal representatives, for the effects of clauses 6(c) and 6(d) execution of this Agreement, certifying thatshall be subject to satisfaction of the following condition precedent: 5.1. The Parties acknowledge that purchase of shares contemplated in this Agreement requires the Consent of the Anti-trust Court (“TDLC”, up as per the Spanish acronym) and accordingly agree to their best knowledge, there is no effective or any applicable law or any order by a court of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal subject the effectiveness and consummation of any the purchase transaction contemplated hereby to satisfaction of the transactions condition precedent that consists of obtaining TDLC’s favorable report referred to in Section 38 of Act No. 19.733 (the Press Act) (hereinafter referred to as the “Condition” or the “Consent”). For this purpose, the transaction subject matter hereof shall be consulted by Buyers with TDLC. In order to cooperate with the applicable authorities and facilitate satisfaction of the Condition, Buyers shall also consult TDLC voluntarily in connection with the transaction subject matter hereof, in accordance with the procedure established by Section 31 of Executive Order No. 211, issued in 1973 (DFL-I, published on March 7, 2005). 5.2. Accordingly, the effectiveness and consummation of the purchase transaction contemplated hereby shall be subject to the Condition being satisfied within 180 calendar days after the date hereof (“Term 1”). This notwithstanding, if the Condition has not been met by the end of that term, GLR CHILE may in its sole discretion extend the term for satisfaction of the Condition for an additional 180 calendar days (“Term 2”) (in any case, GLR CHILE shall first comply with the provisions of Section 3.2 above by making Deposit 2). If the Condition has not been met by the end of the extended term, GLR CHILE may in its sole discretion extend the term for satisfaction of the Condition for an additional 90 calendar days (“Term 3”) (in which case no additional deposit shall be required). If no Consent has been obtained by the end of all the abovementioned terms, the Condition to which consummation and effects of this Agreement or the LandCo Sale Agreement; f) The representations and warranties of LandCo under this Agreement are subject shall be true regarded as not satisfied. Also, the Condition shall be regarded as not satisfied if no Consent has been obtained by the end of Term 1 and correct GLR CHILE chooses not to extend the applicable term; or if no Consent has been obtained by the end of Term 2 and GLR Chile chooses not to extend the applicable term. If the Condition is not satisfied, CLAXSON CHILE shall be entitled to receive Deposit 1 and Deposit 2 (if established), in all material respects on and accordance with the provisions of Section 3.3(i) above. 5.3. After the Effective Date (as defined below), SELLER shall cooperate with BUYERS in order to notify the applicable radio broadcasting authorities about the transfer of shares of SELLER implemented in this Agreement, as well as the resulting change of control of the Closing Datebroadcasting licenses operated by IARC and its Affiliates, as though made on and as of such date, on at the understanding that this condition shall be deemed as fulfilled if the Beneficiaries receive from LandCo a written notice executed by its representative, substantially in the form of Exhibit “N” of this Agreement;applicable times.

Condition Precedent. The assignment terms of this Lease are expressly conditioned upon the Landlord obtaining title to the Premises by August 19, 1997. In the event Landlord fails to obtain title to the Premises by said date, Landlord may, at any time thereafter prior to obtaining title to the Premises, deliver written notice to Tenant that this Lease shall be null, void and transmission of no legal effect and upon the delivery of such notice to Tenant this Lease shall be deemed to be null, void and of no legal effect. Multiple original copies of this Lease may be executed, and the execution of this Lease may be through the execution by the parties of separate counterparts. All of the Beneficiary Rights and Obligations provided on clause First original copies of this Agreement Lease together shall constitute one agreement, binding on all of the parties hereto notwithstanding that the parties hereto may or may not be signatories to the same counterpart. For purposes of this Lease, each of the parties hereto agrees that a copy (including a facsimile copy) of the signature of a person executing this Lease shall be effective on as an original signature and shall cause the date copy of this Lease upon which such copy of that the following condition precedents are fully fulfilled (the “Closing”) on the understating that such condition precedents shall be fulfilled no later than September 30, 2015, on the understanding that if by such date any condition precedent was still pending signature appears to be fulfilledlegally binding and effective as an execution counterpart hereof. Each of the undersigned parties authorizes the assembly of one or more original copies of this Lease through the combination of the several executed counterpart signature pages with one or more bodies of this Lease, including the Exhibits, if any, to this Agreement Lease, such that each such original copy of this Lease shall be consider as if it was never executed: a) The Beneficiaries shall have received in the totality and under the terms agreed on this Agreement consist of (i) the Purchase Pricebody of this Lease, (ii) counterpart signature pages which collectively include all of the signatures of the parties hereto, and (iiiii) the Land Trust Cost. b) The Concurso Process End Date Exhibits, if any, to this Lease. Each such Lease shall have occurred c) The representations and warranties constitute one original of the Beneficiaries under this Agreement shall Lease. EXECUTED to be true and correct in all material respects on and effective as of this 19th day of August, 1997 (the Closing Date, as though made on and as of such --------- "effective date, on the understanding that this condition shall be deemed as fulfilled if LandCo receives from the Beneficiaries a written notice executed by their corresponding representatives, substantially in the form of Exhibit “M” of this Agreement; d) Each of the Beneficiaries shall have delivered to LandCo the 100% of the ownership of the Beneficiary Rights and Obligations, free of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 of this Agreement; e) Each of the Beneficiaries shall have delivered to LandCo, substantially in the form of the document attached hereto as Exhibit “M”, a certification dated on the Closing Date and executed by its authorized legal representatives, for the effects of clauses 6(c) and 6(d) of this Agreement, certifying that, up to their best knowledge, there is no effective or any applicable law or any order by a court of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or the LandCo Sale Agreement; f) The representations and warranties of LandCo under this Agreement shall be true and correct in all material respects on and as of the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if the Beneficiaries receive from LandCo a written notice executed by its representative, substantially in the form of Exhibit “N” of this Agreement;").

Condition Precedent. The assignment and transmission This Amendment shall become effective upon completion or satisfaction of the Beneficiary Rights and Obligations provided on clause First of this Agreement shall be effective on following in the date that the following condition precedents are fully fulfilled (the “Closing”) on the understating that such condition precedents shall be fulfilled no later than September 30, 2015, on the understanding that if by such date any condition precedent was still pending to be fulfilled, this Agreement shall be consider as if it was never executedLender’s determination: a) The Beneficiaries shall have received in the totality and under the terms agreed on this Agreement (i) The execution and delivery of this Amendment by the Purchase Price, Borrowers and the Lender. (ii) the Land Trust Cost. b) The Concurso Process End Date shall have occurred c) The representations execution and warranties delivery of the Beneficiaries under this Agreement shall be true Second Amended and correct in all material respects on and as of the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if LandCo receives from the Beneficiaries a written notice executed by their corresponding representatives, Restated Daily Adjusting LIBOR Note substantially in the form attached hereto as Exhibit A. (iii) The execution and delivery of Exhibit “M” of this Agreement; d) Each that certain letter agreement dated as of the Beneficiaries date hereof with respect to certain fees by the Borrowers and agreed to and accepted by the Lender (the “Fee Letter”). (iv) The Borrowers shall have paid to the Lender the fees in immediately available funds in the amount stated in the Fee Letter. The Borrowers acknowledge that such fees shall be paid in addition to the Nonusage Fee due and payable in accordance with Section 3.1 of the Loan Agreement during the term of the Loan. (v) The execution and delivery of that certain letter agreement dated as of the date hereof with respect to the Lender’s waiver of certain rights in connection with that certain Redemption Letter dated as of November 7, 2011 between Lender and Centerline Holding Company, and agreed to and accepted by the Lender. (vi) The Borrowers shall have delivered to LandCo the 100% Lender the following, all in form and substance reasonably satisfactory to the Lender: (A) a certificate of good standing of each Borrower, dated no earlier than thirty (30) days prior to the date of this Amendment; (B) a certificate of the ownership Secretary of each Borrower dated as of the Beneficiary Rights and Obligations, free of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 date of this Agreement; e) Each Amendment and certifying as to the Certificate of Incorporation and By-Laws of each Borrower, the incumbency and signatures of officers of each of the Beneficiaries shall have delivered to LandCoBorrowers executing this Amendment, substantially in the form of the document attached hereto as Exhibit “M”, a certification dated on the Closing Date Second Amended and executed by its authorized legal representatives, for the effects of clauses 6(c) and 6(d) of this Agreement, certifying that, up to their best knowledge, there is no effective or any applicable law or any order by a court of competent jurisdiction restraining, enjoining Restated Daily Adjusting LIBOR Note or otherwise prohibiting or making illegal acting on behalf of each Borrower hereunder and the consummation of any of resolutions authorizing the transactions contemplated by this Agreement or Amendment; and (C) a legal opinion of N▇▇▇▇ Peabody LLP, as counsel to the LandCo Sale Agreement; f) The representations and warranties of LandCo under this Agreement shall be true and correct in all material respects on and Borrowers dated as of the Closing Datedate hereof, as though made on addressed to and as of such datein form and substance reasonably satisfactory to the Lender and its counsel. (vii) The Borrowers shall have paid the Lender’s reasonable attorneys’ fees and expenses related to the preparation, on the understanding that this condition shall be deemed as fulfilled if the Beneficiaries receive from LandCo a written notice executed by its representative, substantially in the form of Exhibit “N” negotiation and closing of this Agreement;Amendment.

Condition Precedent. 12.1 The assignment and transmission of the Beneficiary Rights and Obligations provided on clause First of this Agreement shall be effective on the date that the following condition precedents are fully fulfilled (the “Closing”) on the understating that such condition precedents shall be fulfilled no later than September 30, 2015, on the understanding that if by such date any condition precedent was still pending to be fulfilled, this Agreement shall be consider as if it was never executed: a) The Beneficiaries shall have received in the totality and under the terms agreed on this Agreement (i) the Purchase Price, and (ii) the Land Trust Cost. b) The Concurso Process End Date shall have occurred c) The representations and warranties of the Beneficiaries under this Agreement shall be true and correct in all material respects on and as of the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if LandCo receives from the Beneficiaries a written notice executed by their corresponding representatives, substantially in the form of Exhibit “M” of this Agreement; d) Each of the Beneficiaries shall have delivered to LandCo the 100% of the ownership of the Beneficiary Rights and Obligations, free of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 of this Agreement; e) Each of the Beneficiaries shall have delivered to LandCo, substantially in the form of the document attached hereto as Exhibit “M”, a certification dated on the Closing Date and executed by its authorized legal representatives, for the effects of clauses 6(c) and 6(d) of Parties enter into this Agreement, certifying thatexcept for the provisions in Sec. 15.1, up Sec. 16.1 and this Sec. 12, subject to their best knowledge, there is no effective or any applicable law or any order by the condition precedent that the easement (Dienstbarkeit) agreed on with the lessee LIDL Vertriebs GmbH & Co. KG has been submitted with the contents pursuant to Annex 3.2 e) in a court form suitable for entry in the land register plus declaration of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of any consent of the transactions contemplated by this Agreement or lower-ranking creditors in officially certified form and the LandCo Sale Agreement; f) The representations and warranties of LandCo under this Agreement shall be true and correct in all material respects on and as recording notary has filed the application for registration of the Closing Dateeasement with the land register. 12.2 If the wording of the easement differs from the wording provided for in Annex 3.2 e), as though made on and as of such date, on the understanding that this condition shall precedent is also deemed to be deemed as fulfilled if the Beneficiaries receive from LandCo recording notary public, [his/her] partner, their representatives or successors in office has/have received a written notice executed by its representativeconfirmation of the Seller according to which the condition precedent of the Purchase Agreement pursuant to Sec. 12 has been fulfilled, substantially notwithstanding Sec. 12 of the Purchase Agreement. The Buyer is obliged to make such declaration and the Seller has a claim to the Buyer making such declaration, once the Seller has proven to the Buyer that the parties to be involved in the form valid registration of Exhibit “N” the easement (for instance owner, tenant, registered creditors of subordinated claims) and the bank financing the purchase price have agreed in writing to the easement wording deviating from Annex 3.2 e) and the recording notary has filed the request for registration of the easement with the land register. The Buyer shall strive to obtain the consent of his bank, to keep the Seller informed on the talks with the bank and to enable the Seller to directly communicate with the bank. 12.3 The Agreement will be definitely ineffective, without requiring rescission, if the condition precedent has not been fulfilled by 31 December 2012 at the latest. 12.4 Should the condition precedent pursuant to the above Sec. 12.1 not be fulfilled by 31 December 2012, the Buyer is entitled towards the Seller to damages for non-performance in the flat amount of EUR 10,000.00. In such case, the Seller shall further bear the notary fees in connection with this Agreement;Agreement and its performance. 12.5 The Buyer can notify the Seller and the notary of fulfillment of the condition precedent at any time by unilateral written notification.

Condition Precedent. The assignment obligations (including the payment obligations) under this Note shall be subject to the condition precedent (the "Condition Precedent") that the Fairness in Asbestos Injury Resolution Act of 2005 or any substantially similar legislation creating a national trust or similar fund (any such legislation, including the Fairness in Asbestos Injury Resolution Act of 2005, being referred to herein as the "FAIR Act") has not been enacted and transmission made law on or before the date occurring ten days (excluding Sundays) after the final adjournment sine die of the Beneficiary Rights ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ (the "Trigger Date"); provided, however, that: (i) if the FAIR Act is not enacted and Obligations provided made law on clause First or before the Trigger Date, the obligations under this Note shall vest and the Makers shall satisfy this Note as set forth in Section 1(a) above; (ii) if the FAIR Act is enacted and made law on or before the Trigger Date, and is not subject to an action, cause of action, suit or other proceeding challenging the constitutionality of the FAIR Act (a "Challenge Proceeding") on or before sixty (60) days after the Trigger Date, the Condition Precedent shall not be satisfied, the obligations under this Note shall not vest, this Note will be fully cancelled and the Pledge Agreement (as hereinafter defined) shall automatically terminate and the Collateral (as hereinafter defined), liens and security interests that may be granted under the Pledge Agreement shall automatically be effective released and terminated (at no cost or expense to the Makers); and (iii) if the FAIR Act is enacted and made law on or before the Trigger Date, but is subject to a Challenge Proceeding as of sixty (60) days after the Trigger Date, the Condition Precedent shall not yet be satisfied and the obligations under this Note shall not yet vest, subject to the resolution of the Challenge Proceeding by a Final Order (as defined below) as follows: (A) if the Challenge Proceeding is resolved by a Final Order such that the FAIR Act is unconstitutional in its entirety or as applied to debtors in proceedings under chapter 11 ("Chapter 11") of the United States Bankruptcy Code, 11 U.S.C. Section 101, et seq., as amended (the "Bankruptcy Code"), whose plans of reorganization have not yet been confirmed and become substantially consummated (i.e., debtors that are then similarly situated to the Makers as of February 1, 2006 (in a Chapter 11 case with a plan of reorganization that has not yet been confirmed)), so that such debtors will not be subject to the FAIR Act, then: (1) the Condition Precedent shall be deemed to be satisfied on the date that the following condition precedents are fully fulfilled of such Final Order (the “Closing”date of such Final Order, being the "Final Order Date"); (2) on within thirty (30) days after the understating that such condition precedents Final Order Date, the first installment of $1,900,000,000 of principal shall be fulfilled no later due and payable; and (3) within one hundred and eighty (180) days after the Final Order Date, the final installment of $1,150,000,000 of principal, together with all unpaid interest accrued (at the rate set forth in, and accrued in accordance with the provisions of, Section 1(a)) since the Interest Accrual Commencement Date shall be due and payable, in each case, as described in Section 1(a); or (B) if the Challenge Proceeding is resolved by a Final Order in a manner other than September 30as contemplated by the immediately preceding clause (A), 2015then the Condition Precedent shall not be satisfied, on the understanding that if by such date any condition precedent was still pending to be fulfilledobligations under this Note shall not vest, this Note will be fully cancelled and the Pledge Agreement shall automatically terminate and the Collateral, liens and security interests that may be consider as if it was never executed: a) The Beneficiaries shall have received in the totality and granted under the terms agreed on this Pledge Agreement shall automatically be released and terminated (i) at no cost or expense to the Purchase Price, and (ii) the Land Trust CostMakers). b(iv) The Concurso Process End Date shall have occurred c) The representations and warranties of the Beneficiaries under As used in this Agreement shall be true and correct in all material respects on and as of the Closing DateNote, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if LandCo receives from the Beneficiaries a written notice executed by their corresponding representatives, substantially in the form of Exhibit “M” of this Agreement; d) Each of the Beneficiaries shall have delivered to LandCo the 100% of the ownership of the Beneficiary Rights and Obligations, free "Final Order" means an order or judgment of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 of this Agreement; e) Each of the Beneficiaries shall have delivered to LandCo, substantially in the form of the document attached hereto as Exhibit “M”, a certification dated on the Closing Date and executed by its authorized legal representatives, for the effects of clauses 6(c) and 6(d) of this Agreement, certifying that, up to their best knowledge, there is no effective or any applicable law or any order by a court of competent jurisdiction restrainingthat has not been reversed, enjoining stayed, modified or otherwise prohibiting amended, and as to which the time to appeal or making illegal seek certiorari or move for a new trial, reargument or rehearing has expired, and no appeal or petition for certiorari or other proceedings for a new trial, reargument or rehearing has been timely taken, or as to which any appeal that has been taken or any petition for certiorari that has been filed timely has been withdrawn or resolved by the consummation of any of highest court to which the transactions contemplated by this Agreement order or judgment was appealed or from which certiorari was sought or the LandCo Sale Agreement; f) The representations and warranties of LandCo under this Agreement new trial, reargument or rehearing shall be true and correct have been denied or resulted in all material respects on and as of the Closing Date, as though made on and as no modification of such date, on the understanding that this condition shall be deemed as fulfilled if the Beneficiaries receive from LandCo a written notice executed by its representative, substantially in the form of Exhibit “N” of this Agreement;order.