Common use of Conditions to Close Clause in Contracts

Conditions to Close. Escrow shall not close unless and until the following conditions precedent and contingencies have been satisfied or waived in writing by the party for whose benefit the conditions have been included: (1) All contingencies described in Section 4 below have either been satisfied or waived in writing or deemed waived by the party for whose benefit such conditions run. (2) All funds and instruments described in this Section 3 and elsewhere in this Agreement have been delivered to the Escrow Holder. (3) The Title Company (as hereinafter defined) is in a position and is prepared to issue to Purchaser the Title Policy described in Section 5 below. (4) All representations and warranties made by Seller in Section 8 below and Purchaser in Section 9 below shall be true and correct in all material respects as of the Closing Date. (5) Purchaser shall have performed, observed and complied with all covenants, agreements and conditions required by this Agreement to be performed, observed and/or complied with by Purchaser prior to, or as of, the Closing. (6) Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Agreement to be performed, observed and/or complied with by Seller prior to, or as of, the Closing. (7) Seller shall, within three (3) days after the mutual execution of this Agreement, request that Tesco Treasury Services PLC (“Tesco”) deliver into Escrow, with a copy to Purchaser, a Demand for Payoff in form and substance satisfactory to Escrow and Title Company (the “Demand”) and a Substitution of Trustee and Deed of Partial Reconveyance (the “Reconveyance”), in form and substance satisfactory to the Title Company to issue the Title Policy and reconvey that certain Deed of Trust, Assignment of Leases and Rents, Security Agreement and Financing Statement (the “Original Tesco Deed of Trust”) dated as of November 25, 2013, executed by Campus Opco, LLC, as grantor, to First American Title Insurance Company, as trustee, for the benefit of Tesco, as beneficiary, which Original Tesco Deed of Trust was recorded on November 27, 2013 as Instrument No. 2013-0557414 in the Official Records of the County of Riverside, California (the “Official Records”), and re-recorded on December 4, 2013 as Instrument No. 2013-0565907 in the Official Records, which Original Tesco Deed of Trust was amended by that certain Amendment to Deed of Trust, Assignment of Leases and Rents, Security Agreement and Financing Statement (the “Amendment to Tesco Deed of Trust”) dated as of July 31, 2015 and recorded on October 15, 2015 as Instrument No. 2015-0453636 in the Official Records (collectively, the “Tesco Deed of Trust”). Not later than thirty (30) days after the Opening of Escrow, Tesco shall have delivered into Escrow, with a copy to Purchaser, the Demand and the Reconveyance, in form and substance satisfactory to the Escrow and Title Company to issue the Title Policy and reconvey the Tesco Deed of Trust. This condition is for the benefit of both Seller and Purchaser, and is not waivable. If the Demand and a fully executed and recordable Reconveyance satisfactory to the Title Company to issue the Title Policy clear of the Tesco Deed of Trust are not delivered to Escrow Holder, with a copy to Purchaser, within thirty (30) days after the Opening of Escrow, Purchaser and Seller shall have the absolute right and option to cancel and terminate this Agreement upon written notice to the other and Escrow Holder. In such event, Purchaser shall be entitled, as its sole remedy, to receive from Escrow Holder the return of its Deposit and Purchaser’s Refrigeration Testing Fund Deposit (as hereinafter defined) and receive from Seller’s Refrigeration Testing Fund Deposit (as hereinafter defined) and, if Seller’s Refrigeration Testing Fund Deposit is not sufficient, from Seller, Purchaser’s actual, documented, reasonable out-of-pocket due diligence expenses in the investigation, inspection and studies concerning the Property. Seller shall be entitled to receive from Escrow Holder the balance, if any, of Seller’s Refrigeration Testing Fund Deposit. If this Agreement has not been terminated by Purchaser within the Contingency Period and the parties proceed to Closing, then unless there has been a written Purchaser Objection within the Contingency Period that has not been satisfied or waived, any condition not otherwise satisfied or waived as of the Closing shall be deemed fully satisfied or waived by the party for whose benefit the condition had been included as of the Closing.

Conditions to Close. Escrow shall not close unless and until (a) The obligation of the Purchaser to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions precedent and contingencies have been satisfied or waived in writing by the party for whose benefit the conditions have been includedconditions: (1i) All contingencies described in Section 4 below have either been satisfied or waived in writing or deemed waived by the party for whose benefit such conditions run. (2) All funds representations and instruments described in this Section 3 warranties of the Shareholders and elsewhere the Company set forth in this Agreement have been delivered to the Escrow Holder. (3) The Title Company (as hereinafter defined) is in a position and is prepared to issue to Purchaser the Title Policy described in Section 5 below. (4) All representations and warranties made by Seller in Section 8 below and Purchaser in Section 9 below shall must be true and correct in all material respects at and as of the Closing Date.; (5ii) Purchaser shall the Company and each Shareholder must have performed, observed performed and complied with all covenantsof their covenants hereunder in all material respects through the Closing; (iii) no action, agreements and conditions required suit or proceeding may be pending before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be performedrescinded following consummation, observed and/or complied with by Purchaser prior to(C) affect adversely the Purchaser's right to own the Stock and to control the Company, or as of(D) affect aterially and adversely the right of the Company to own its assets and to operate its businesses (and no such injunction, the Closing.judgment, order, decree, ruling, or charge shall be in effect); (6iv) Seller shall the Board of Directors of the Purchaser must have performedapproved the transaction contemplated by this Agreement; (v) the Shareholders must have delivered to the Purchaser certified copies of the resolutions of the Company's board of directors authorizing the Company's execution and delivery of this Agreement and consummation of the transactions contemplated by this Agreement; (vi) the Shareholders must have delivered to the Purchaser certificates representing their Stock, observed properly endorsed for transfer or with properly executed stock powers attached; (vii) the Company must have delivered to the Purchaser a certificate of good standing for the Company issued by the Secretary of State of Arkansas as of a date reasonably close to the Closing Date; (viii) the Purchaser must have received written confirmation of all consents, approvals, authorizations and orders of and all registrations, declarations and filings with third parties, including creditors, contract parties or public or governmental authorities, necessary for the authorization, execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated by this Agreement; (ix) William D. McCord must hav▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇he Purchaser a duly executed Consulting and Noncompetition Agreement, dated as of the Closing Date, which will (i) contain customary provisions for similar agreements in transactions similar to the Transaction, (ii) be subject to the reasonable negotiation of the parties, and (iii)following its negotiation, be attached to this Agreement as Exhibit H; (x) Cindy Emerine and Amy Bird m▇▇▇ ▇▇▇▇ ▇▇▇▇▇ered ▇▇ ▇▇▇ Purchaser a duly executed Employment Agreement, dated as of the Closing Date, which will (i) contain customary provisions for similar agreements in transactions similar to the Transaction, (ii) be subject to the reasonable negotiation of the parties, and (iii) following its negotiation, be attached to this Agreement as Exhibit I; (xi) the Company must have delivered to the Purchaser an opinion of counsel to the Company, addressed to the Purchaser and dated as of the Closing Date, which will (i) contain customary provisions for similar documents in transactions similar to the Transaction, (ii) be subject to the reasonable negotiation of the parties and approval of their attorneys, and (iii) following its negotiation, be attached to this Agreement as Exhibit J; (xii) the Purchaser's Due Diligence (as hereinafter defined) must have been completed to the satisfaction of the Purchaser, in its sole discretion; and (xiii) the Shareholders must have delivered to the Purchaser all other documents reasonably requested by the Purchaser and contemplated by this Agreement or required to be delivered by the Company or the Shareholders to the Purchaser pursuant to this Agreement and not previously delivered; (b) The obligation of the Shareholders to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties of the Purchaser set forth in this Agreement must be true and correct in all material respects at and as of the Closing Date; (ii) the Purchaser must have performed and complied with all covenantsof its covenants hereunder in all material respects through the Closing; (iii) no action, agreements and conditions required suit, or proceeding may be pending before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, or (B) cause any of the transactions contemplated by this Agreement to be performedrescinded following consummation (and no such injunction, observed and/or complied with by Seller prior tojudgment, order, decree, ruling or as of, the Closing.charge shall be in effect); (7iv) Seller shall, within three (3) days after the mutual Purchaser must have delivered to the Shareholders a certified copy of a resolution of the board of directors of the Purchaser authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement; (v) the Purchaser must have delivered to each Shareholder the Shareholder's respective share of the Purchase Price as provided in Article I; (vi) The Purchaser must have delivered to William D. McCord a duly ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Agreement, request that Tesco Treasury Services PLC (“Tesco”) deliver into Escrow, with a copy to Purchaser, a Demand for Payoff in form and substance satisfactory to Escrow and Title Company (the “Demand”) and a Substitution of Trustee and Deed of Partial Reconveyance (the “Reconveyance”), in form and substance satisfactory to the Title Company to issue the Title Policy and reconvey that certain Deed of Trust, Assignment of Leases and Rents, Security Agreement and Financing Statement (the “Original Tesco Deed of Trust”) dated as of November 25, 2013, executed by Campus Opco, LLC, as grantor, to First American Title Insurance Company, as trustee, for the benefit of Tesco, as beneficiary, which Original Tesco Deed of Trust was recorded on November 27, 2013 as Instrument No. 2013-0557414 in the Official Records of the County of Riverside, California (the “Official Records”), and re-recorded on December 4, 2013 as Instrument No. 2013-0565907 in the Official Records, which Original Tesco Deed of Trust was amended by that certain Amendment to Deed of Trust, Assignment of Leases and Rents, Security Agreement and Financing Statement (the “Amendment to Tesco Deed of Trust”) dated as of July 31, 2015 and recorded on October 15, 2015 as Instrument No. 2015-0453636 in the Official Records (collectively, the “Tesco Deed of Trust”). Not later than thirty (30) days after the Opening of Escrow, Tesco shall have delivered into Escrow, with a copy to Purchaser, the Demand and the Reconveyance, in form and substance satisfactory to the Escrow and Title Company to issue the Title Policy and reconvey the Tesco Deed of Trust. This condition is for the benefit of both Seller and Purchaser, and is not waivable. If the Demand and a fully executed and recordable Reconveyance satisfactory to the Title Company to issue the Title Policy clear of the Tesco Deed of Trust are not delivered to Escrow Holder, with a copy to Purchaser, within thirty (30) days after the Opening of Escrow, Purchaser and Seller shall have the absolute right and option to cancel and terminate this Agreement upon written notice to the other and Escrow Holder. In such event, Purchaser shall be entitled, as its sole remedy, to receive from Escrow Holder the return of its Deposit and Purchaser’s Refrigeration Testing Fund Deposit (as hereinafter defined) and receive from Seller’s Refrigeration Testing Fund Deposit (as hereinafter defined) and, if Seller’s Refrigeration Testing Fund Deposit is not sufficient, from Seller, Purchaser’s actual, documented, reasonable out-of-pocket due diligence expenses in the investigation, inspection and studies concerning the Property. Seller shall be entitled to receive from Escrow Holder the balance, if any, of Seller’s Refrigeration Testing Fund Deposit. If this Agreement has not been terminated by Purchaser within the Contingency Period and the parties proceed to Closing, then unless there has been a written Purchaser Objection within the Contingency Period that has not been satisfied or waived, any condition not otherwise satisfied or waived as of the Closing shall Date, which will (i) contain customary provisions for similar agreements in transactions similar to the Transaction, (ii) be deemed fully satisfied or waived by subject to the party for whose benefit reasonable negotiation of the condition had been included parties, and (iii) following its negotiation, be attached to this Agreement as Exhibit K; (vii) the Purchaser must have delivered to the Shareholders an opinion of counsel of the Purchaser, addressed to the Shareholders and dated as of the ClosingClosing Date, which will (i) contain customary provisions for similar documents in transactions similar to the Transaction, (ii) be subject to the reasonable negotiation of the parties and approval of their attorneys, and (iii) following its negotiation, be attached to this Agreement as Exhibit L; (viii) The Purchaser must have delivered to the Shareholders a duly executed Guaranty Agreement, dated as of the Closing Date pursuant to which L. Scott Demerau personally ▇▇▇▇▇▇▇▇▇▇ ▇erformance of the Company's obligations under the Note and the Short-Term Note. The Guaranty Agreement will (i) contain customary provisions for similar agreements in transactions similar to the Transaction, (ii) be subject to the reasonable negotiation of the parties, and (iii) following its negotiation, be attached to this Agreement as Exhibit M; and (ix) the Purchaser must have delivered to the Shareholders all other documents reasonably requested by the Shareholders and contemplated by this Agreement or required to be delivered by the Purchaser to the Shareholders pursuant to this Agreement and not previously delivered.

Conditions to Close. Escrow shall not close unless and until the ------------------- following conditions precedent and contingencies have been satisfied or waived in writing by the party for whose benefit the conditions have been included: (1) All contingencies described in Section 4 below have either been satisfied or waived in writing or deemed waived by the party for whose benefit such conditions run. (2) All funds and instruments described in this Section 3 and elsewhere in this Agreement 4 have ------- been delivered to the Escrow Holder. (3) The Title Company (as hereinafter defined) is in a position and is prepared to issue to Purchaser the Title Policy described in Section 5 below. (4) All representations and warranties made by Seller in Section ------- 8 below and Purchaser in Section 9 below shall be true and correct in all ------- - material respects as of the Closing Date. (54) Except as expressly provided in this Section 4(c) (4), Seller and Purchaser shall each have performed, observed and complied with all covenants, agreements and conditions required by this Agreement to be performed, observed and/or complied with by Purchaser prior to, or as of, the Closing. (6) Seller shall have performed, observed and complied with all of their respective covenants, agreements and conditions required by this Agreement to be performed, observed and/or complied with by Seller and Purchaser, as the case may be, prior to, or as of, the Closing. (7) . If Seller shall, within three (3) days after fails to deposit into Escrow the mutual execution of Section 1445 Affidavit or the Certificate as required by this Agreement, request that Tesco Treasury Services PLC Purchaser may at its option either (“Tesco”i) deliver into Escrow, delay Close of Escrow until such time as Seller has complied with a copy the conditions set forth herein (which adjournment shall not place Purchaser in default of its obligations hereunder) or (ii) withhold from the Purchase Price and remit to Purchaserthe Internal Revenue Service, a Demand for Payoff sum equal to ten percent (10%) of the gross selling price of the Property and such other sum as shall be required in form and substance satisfactory accordance with the withholding obligations imposed upon Purchaser pursuant to Escrow and Title Company (Section 1445 of the “Demand”) and a Substitution of Trustee and Deed of Partial Reconveyance (the “Reconveyance”), in form and substance satisfactory to the Title Company to issue the Title Policy and reconvey that certain Deed of Trust, Assignment of Leases and Rents, Security Agreement and Financing Statement (the “Original Tesco Deed of Trust”) dated as of November 25, 2013, executed by Campus Opco, LLCInternal Revenue Code, as grantoramended, to First American Title Insurance Company, as trustee, for and the benefit of Tesco, as beneficiary, which Original Tesco Deed of Trust was recorded on November 27, 2013 as Instrument No. 2013-0557414 in the Official Records laws of the County State of RiversideCalifornia. Such withholding shall not place Purchaser in default under this Agreement, California (the “Official Records”), and re-recorded on December 4, 2013 as Instrument No. 2013-0565907 in the Official Records, which Original Tesco Deed of Trust was amended by that certain Amendment to Deed of Trust, Assignment of Leases and Rents, Security Agreement and Financing Statement (the “Amendment to Tesco Deed of Trust”) dated as of July 31, 2015 and recorded on October 15, 2015 as Instrument No. 2015-0453636 in the Official Records (collectively, the “Tesco Deed of Trust”). Not later than thirty (30) days after the Opening of Escrow, Tesco shall have delivered into Escrow, with a copy to Purchaser, the Demand and the Reconveyance, in form and substance satisfactory to the Escrow and Title Company to issue the Title Policy and reconvey the Tesco Deed of Trust. This condition is for the benefit of both Seller and Purchaser, and is not waivable. If the Demand and a fully executed and recordable Reconveyance satisfactory to the Title Company to issue the Title Policy clear of the Tesco Deed of Trust are not delivered to Escrow Holder, with a copy to Purchaser, within thirty (30) days after the Opening of Escrow, Purchaser and Seller shall have the absolute right and option to cancel and terminate this Agreement upon written notice to the other and Escrow Holder. In such event, Purchaser shall be entitled, as its sole remedy, to receive from Escrow Holder the return of its Deposit and Purchaser’s Refrigeration Testing Fund Deposit (as hereinafter defined) and receive from Seller’s Refrigeration Testing Fund Deposit (as hereinafter defined) and, if Seller’s Refrigeration Testing Fund Deposit is not sufficient, from Seller, Purchaser’s actual, documented, reasonable out-of-pocket due diligence expenses in the investigation, inspection and studies concerning the Property. Seller shall be entitled to receive from Escrow Holder the balance, if any, of claim that such withholding shall excuse Seller’s Refrigeration Testing Fund Deposit's performance under this Agreement. If this Agreement has not been terminated by Purchaser within Closing shall have occurred with the Contingency Period and the parties proceed to Closing, then unless there has been a written Purchaser Objection within the Contingency Period that has not been satisfied or waivedconsent of both parties, any non-material condition not otherwise satisfied or waived as of the Closing shall be deemed fully satisfied or waived by the party for whose benefit the condition had been included as of the Closingincluded.

Conditions to Close. Escrow and the transactions contemplated by this Agreement shall not close unless and until each and every one of the following conditions precedent and contingencies have been satisfied or waived in writing by the party for whose benefit the conditions have been included: (1) All contingencies Purchaser’s contingency relative to Estoppel Certificates described in Section 4 below have 5.A(5) has either been satisfied or waived in writing or deemed waived by the party for whose benefit such conditions run. (2) All funds funds, documents, and instruments described in this Section Sections 3 and elsewhere in this Agreement 4.B have been delivered to the Escrow HolderHolder by or on behalf of Purchaser and Seller, as applicable. (3) The Title Company Insurance Group (as hereinafter defineddefined below) is in a position and is irrevocably committed to and is prepared to issue to Purchaser (or Purchaser’s permitted assignee(s)) the Title Policy Policies (as defined below) described in Section 5 6 below. (4) All representations and warranties made by Seller in Section 8 9 below and Purchaser in Section 9 10 below shall be true and correct in all material respects as of the Closing Date. (5) Purchaser Purchaser, Seller, and the Owners shall have each performed, observed and complied with all covenants, agreements and conditions required by this Agreement to be performed, observed and/or complied with by Purchaser Purchaser, Seller, and Owners (as applicable) prior to, or as of, the Closing. (6) Any third party consents identified by Purchaser or Seller prior to the Close of Escrow that are necessary to consummate the transactions as contemplated in this Agreement shall have performedbeen obtained in writing, observed and complied with all covenantsincluding, agreements and conditions required by this Agreement to be performed, observed and/or complied with by Seller prior to, or as ofwithout limitation, the Closing. (7) Seller shallconsent of the City of Phoenix, within three (3) days after the mutual execution of this Agreement, request that Tesco Treasury Services PLC (“Tesco”) deliver into Escrow, with a copy to Purchaser, a Demand for Payoff in form and substance satisfactory to Escrow and Title Company (the “Demand”) and a Substitution of Trustee and Deed of Partial Reconveyance (the “Reconveyance”), in form and substance satisfactory to the Title Company to issue the Title Policy and reconvey that certain Deed of Trust, Assignment of Leases and Rents, Security Agreement and Financing Statement (the “Original Tesco Deed of Trust”) dated as of November 25, 2013, executed by Campus Opco, LLC, as grantor, to First American Title Insurance Company, as trusteeif necessary, for the benefit transfer of Tescothe One Renaissance Ground Lease, the Assignment of Tunnel Lease and the Assignment of Parking Lease and the City of Glendale Community Redevelopment Agency, if necessary, for the Assignment of 200 ▇▇▇▇▇▇▇▇ DDA; provided, however, Purchaser acknowledges and agrees that Seller does not make any warranty or representations (either express or implied) that Seller has obtained all of the consents from third parties necessary to consummate the transactions as beneficiary, which Original Tesco Deed of Trust was recorded on November 27, 2013 as Instrument No. 2013-0557414 contemplated in this Agreement and that in the Official Records of event that the County of Riverside, California (the “Official Records”), and re-recorded on December 4, 2013 as Instrument No. 2013-0565907 in the Official Records, which Original Tesco Deed of Trust was amended by that certain Amendment to Deed of Trust, Assignment of Leases and Rents, Security Agreement and Financing Statement (the “Amendment to Tesco Deed of Trust”) dated as of July 31, 2015 and recorded on October 15, 2015 as Instrument No. 2015-0453636 in the Official Records (collectively, the “Tesco Deed of Trust”). Not later than thirty (30) days after the Opening of Escrow, Tesco shall have delivered into Escrow, with a copy to Purchaser, the Demand and the Reconveyance, in form and substance satisfactory to the Escrow and Title Company to issue the Title Policy and reconvey the Tesco Deed of Trust. This condition is for the benefit of both Seller and Purchaser, and is not waivable. If the Demand and a fully executed and recordable Reconveyance satisfactory to the Title Company to issue the Title Policy clear of the Tesco Deed of Trust are not delivered to Escrow Holder, with a copy to Purchaser, within thirty (30) days after the Opening of Escrow, Purchaser and Seller shall have the absolute right and option to cancel and terminate this Agreement upon written notice to the other and Escrow Holder. In such eventClosing occurs, Purchaser shall be entitled, as its sole remedy, have no right to receive from Escrow Holder require Seller to obtain any additional consents or to seek any recourse against Seller due to the return parties' failure to identify and/or obtain the consent of its Deposit and Purchaser’s Refrigeration Testing Fund Deposit (as hereinafter defined) and receive from Seller’s Refrigeration Testing Fund Deposit (as hereinafter defined) and, if Seller’s Refrigeration Testing Fund Deposit is not sufficient, from Seller, Purchaser’s actual, documented, reasonable out-of-pocket due diligence expenses in the investigation, inspection and studies concerning the Propertyany third party. Seller shall be entitled and Purchaser agree to receive from Escrow Holder the balance, if any, of Seller’s Refrigeration Testing Fund Depositcooperate with each other and to use good faith efforts to obtain all such consents. If this Agreement has not been terminated by Purchaser within the Contingency Period and the parties proceed to Closing, then unless there has been a written Purchaser Objection within the Contingency Period that has not been satisfied or waived, any <<page ends>> Any condition not otherwise satisfied or waived as of the Closing shall be deemed fully satisfied or waived by the party for whose benefit the condition had been included as included, absent bad faith or fraud. In the event that any of the conditions set forth above are not satisfied (or waived in writing) prior to the Closing, and the Closing does not otherwise occur, then Purchaser shall be entitled to a full refund of the Deposit, unless the failure of the condition is a result of a material default by Purchaser.

Conditions to Close. Escrow shall not close unless and until the following conditions precedent and contingencies have been satisfied or waived in writing by the party for whose benefit the conditions have been included:included (such party being the party that benefits from the actions of the other party in performing or satisfying, or that has the right under this Agreement to require the other party to perform or satisfy, the conditions set forth below): (1) 4.2.1 All contingencies described in Section 4 6 below have either been satisfied or waived in writing or deemed waived by the party for whose benefit such conditions runBuyer. (2) 4.2.2 All funds and instruments described in this Section Sections 3 and elsewhere in this Agreement 10 have been delivered to Escrow Holder by the Escrow Holderapplicable party responsible therefor, and Seller and Buyer have, in good faith, approved, executed and delivered a settlement statement reflecting the Purchase Price, all prorations, and all closing costs as required under this Agreement (the “Settlement Statement”). (3) 4.2.3 The Title Company (as hereinafter defined) is has irrevocably committed to Buyer in a position writing to issue, upon payment of the applicable premiums, an ALTA 2006 extended owner’s policy of title insurance, in form and is prepared content acceptable to issue Buyer insuring Buyer’s fee simple title to Purchaser the Title Policy described Real Property in Section 5 belowan amount equal to the Purchase Price subject only to the Permitted Exceptions. (4) All representations 4.2.4 Seller and warranties made by Seller in Section 8 below and Purchaser in Section 9 below Buyer shall be true and correct in all material respects as of the Closing Date. (5) Purchaser shall each have materially performed, observed and complied with all covenants, agreements and conditions required by this Agreement to be performed, observed and/or complied with by Purchaser such party prior to, or as of, the Closing. (6) Seller 4.2.5 Seller’s representations and warranties contained herein shall have performedbe true and correct in all material respects as of the date hereof and as of the Closing Date, observed except for representations and complied with all covenants, agreements and conditions required by this Agreement to be performed, observed and/or complied with by Seller prior to, or warranties made as of, or limited by, a specific date, which will be true and correct in all material respects as of the Closingspecified date or as limited by the specified date. (7) Seller shall4.2.6 There shall exist no pending or threatened actions, within three (3) days after the mutual execution of this Agreementsuits, request that Tesco Treasury Services PLC (“Tesco”) deliver into Escrowarbitrations, with a copy to Purchaserclaims, a Demand for Payoff in form and substance satisfactory to Escrow and Title Company (the “Demand”) and a Substitution of Trustee and Deed of Partial Reconveyance (the “Reconveyance”)attachments, in form and substance satisfactory to the Title Company to issue the Title Policy and reconvey that certain Deed of Trustproceedings, Assignment of Leases and Rents, Security Agreement and Financing Statement (the “Original Tesco Deed of Trust”) dated as of November 25, 2013, executed by Campus Opco, LLC, as grantor, to First American Title Insurance Company, as trustee, assignments for the benefit of Tescocreditors, as beneficiaryinsolvency, which Original Tesco Deed of Trust was recorded on November 27bankruptcy, 2013 as Instrument No. 2013-0557414 in the Official Records of the County of Riversidereorganization or other proceedings, California (the “Official Records”), and re-recorded on December 4, 2013 as Instrument No. 2013-0565907 in the Official Records, which Original Tesco Deed of Trust was amended by that certain Amendment to Deed of Trust, Assignment of Leases and Rents, Security Agreement and Financing Statement (the “Amendment to Tesco Deed of Trust”) dated as of July 31, 2015 and recorded on October 15, 2015 as Instrument No. 2015-0453636 in the Official Records (collectively, the “Tesco Deed of Trust”). Not later than thirty (30) days after the Opening of Escrow, Tesco shall have delivered into Escrow, with a copy to Purchaser, the Demand and the Reconveyance, in form and substance satisfactory to the Escrow and Title Company to issue the Title Policy and reconvey the Tesco Deed of Trust. This condition is for the benefit of both Seller and Purchaser, and is not waivable. If the Demand and a fully executed and recordable Reconveyance satisfactory to the Title Company to issue the Title Policy clear of the Tesco Deed of Trust are not delivered to Escrow Holder, with a copy to Purchaser, within thirty (30) days after the Opening of Escrow, Purchaser and Seller shall have the absolute right and option to cancel and terminate this Agreement upon written notice to against the other party that would materially and Escrow Holder. In such event, Purchaser shall be entitled, as adversely affect that party’s ability to perform its sole remedy, to receive from Escrow Holder the return of its Deposit and Purchaser’s Refrigeration Testing Fund Deposit (as hereinafter defined) and receive from Seller’s Refrigeration Testing Fund Deposit (as hereinafter defined) and, if Seller’s Refrigeration Testing Fund Deposit is not sufficient, from Seller, Purchaser’s actual, documented, reasonable out-of-pocket due diligence expenses in the investigation, inspection and studies concerning the Property. Seller shall be entitled to receive from Escrow Holder the balance, if any, of Seller’s Refrigeration Testing Fund Deposit. If obligations under this Agreement has not been terminated by Purchaser within the Contingency Period and the parties proceed to Closing, then unless there has been a written Purchaser Objection within the Contingency Period that has not been satisfied or waived, any condition not otherwise satisfied or waived as of the Closing shall be deemed fully satisfied or waived by the party for whose benefit the condition had been included as of the ClosingAgreement.

Conditions to Close. Escrow shall not close unless and until 10.1 Purchaser's obligation to consummate the purchase of the Project is expressly conditioned upon the following conditions (the “Conditions to Close”), each of which constitutes a condition precedent to Purchaser's obligations hereunder which, if not performed or determined to be acceptable to Purchaser on or before the Closing Date (unless a different time for performance is expressly provided herein), shall permit Purchaser, at its sole option, to declare this Agreement null and contingencies void and of no further force and effect by written notice to Seller on or before the Closing Date, whereupon neither the Seller nor the Purchaser shall have been satisfied any further obligations hereunder to the other (provided that Purchaser shall have the right to waive any one or waived in writing by the party for whose benefit the conditions have been included: (1) All contingencies described in Section 4 below have either been satisfied or waived in writing or deemed waived by the party for whose benefit such conditions runall of said conditions). (2a) All funds Seller has and instruments described in this Section 3 shall have on the Closing Date marketable and elsewhere in this Agreement have been delivered insurable title to the Escrow HolderProject as required herein, subject only to the Permitted Exceptions, the Title Company shall be in a position to issue the title policy pursuant to the Commitment, as approved by Purchaser pursuant to Section 5.1 herein. (3b) The Title Company (as hereinafter defined) is in a position Seller shall have complied with and is prepared performed all covenants, agreements and conditions on its part to issue to Purchaser be performed under this Agreement after the Title Policy described in Section 5 belowexpiration of the Investigation Period within the time herein provided for such performance. (4c) All representations Seller's representations, warranties and warranties made by Seller in Section 8 below agreements contained herein are and Purchaser in Section 9 below shall be true and correct as of the date hereof and as of the Closing Date in all material respects respects. (d) From and after the date hereof to the Closing Date, there shall have been no material adverse change in or to the Project or the business conducted thereon. (e) KM and Purchaser have executed all of the Equity Loan Documents and other documents pertaining to the Membership Acquisition, such that the Membership Acquisiton and Equity Loan transactions have closed, KM acquired all of Salem's membership interests in Seller and KM owns 100% of all the membership interests in Seller. (f) Seller has full power and authority to sell the Project to Purchaser and perform its obligations in accordance with the terms and conditions of this Agreement. (g) Seller, KM, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇ have executed and delivered to Buyer that certain Indemnity Agreement dated as of the Closing Date. (5h) Purchaser shall have performedSeller has delivered to Buyer that certain executed Estoppel Letter from CSX, observed and complied with all covenants, agreements and conditions required in the form provided by this Agreement Buyer to be performed, observed and/or complied with by Purchaser prior to, or as of, the ClosingSeller. (6i) Seller shall Sun Northville Lender and NCMC have performed, observed and complied with all covenants, agreements and conditions required by this Agreement closed the Mortgage Loan Sale pursuant to be performed, observed and/or complied with by Seller prior to, or as of, the ClosingLoan Purchase Documents. (7j) Seller shallNCMC's Huntington Bank Loan has been paid in full and satisfied. (k) Seller, within three (3) days after the mutual execution of this AgreementNC Finance Company LLC, request Medallion Homes Limited Partnership and Sun Home Services, Inc. have executed and delivered that Tesco Treasury Services PLC (“Tesco”) deliver into Escrow, certain Asset Purchase Agreement as set forth on Exhibit E attached hereto with a copy to Purchaser, a Demand for Payoff in form and substance satisfactory to Escrow and Title Company (the “Demand”) and a Substitution of Trustee and Deed of Partial Reconveyance (the “Reconveyance”), in form and substance satisfactory respect to the Title Company Inventory and MH Contracts. (l) At or before Closing, Seller will pay or satisfy any prepayment obligation arising under the NCMC Mortgage Loan (as defined in Recital G above) or otherwise assure that when transferred to issue Sun Lender and when Purchaser takes title subject to the Title Policy and reconvey that certain Deed of TrustNCMC Mortgage Loan, Assignment of Leases and Rents, Security Agreement and Financing Statement (the “Original Tesco Deed of Trust”) dated as of November 25, 2013, executed by Campus Opco, LLC, as grantor, NCMC Mortgage Loan will not subject Purchaser to First American Title Insurance Company, as trustee, any current or future liability for the benefit of Tesco, as beneficiary, which Original Tesco Deed of Trust was recorded on November 27, 2013 as Instrument No. 2013-0557414 in the Official Records of the County of Riverside, California (the “Official Records”)any prepayment premium or penalty, and re-recorded on December 4, 2013 as Instrument No. 2013-0565907 in the Official Records, which Original Tesco Deed of Trust was amended by that certain Amendment to Deed of Trust, Assignment of Leases and Rents, Security Agreement and Financing Statement (the “Amendment to Tesco Deed of Trust”) dated as of July 31, 2015 and recorded on October 15, 2015 as Instrument No. 2015-0453636 in the Official Records (collectively, the “Tesco Deed of Trust”). Not later than thirty (30) days after the Opening of Escrow, Tesco shall have delivered into Escrow, with a copy to Purchaser, the Demand and the Reconveyance, in form and substance satisfactory to the Escrow and Title Company to issue the Title Policy and reconvey the Tesco Deed of Trust. This condition is for the benefit of both Seller and Purchaser, and is not waivable. If the Demand and a fully executed and recordable Reconveyance satisfactory to the Title Company to issue the Title Policy clear of the Tesco Deed of Trust are not delivered to Escrow Holder, with a copy to Purchaser, within thirty (30) days after the Opening of Escrow, Purchaser and Seller shall have the absolute right and option to cancel and terminate this Agreement upon written notice to the other and Escrow Holder. In such event, Purchaser shall NCMC Loan may be entitled, as its sole remedy, to receive from Escrow Holder the return of its Deposit and Purchaser’s Refrigeration Testing Fund Deposit (as hereinafter defined) and receive from Seller’s Refrigeration Testing Fund Deposit (as hereinafter defined) and, if Seller’s Refrigeration Testing Fund Deposit is not sufficient, from Seller, Purchaser’s actual, documented, reasonable out-of-pocket due diligence expenses in the investigation, inspection and studies concerning the Property. Seller shall be entitled to receive from Escrow Holder the balance, if any, of Seller’s Refrigeration Testing Fund Deposit. If this Agreement has not been terminated prepaid by Purchaser within the Contingency Period and the parties proceed to Closing, then unless there has been a written Purchaser Objection within the Contingency Period that has not been satisfied at any time without premium or waived, any condition not otherwise satisfied or waived as of the Closing shall be deemed fully satisfied or waived by the party for whose benefit the condition had been included as of the Closingpenalty.

Conditions to Close. Escrow shall not close unless and until the following conditions precedent and contingencies have been satisfied or waived in writing by the party for whose benefit the conditions have been included: (1) 4.2.1 All contingencies described in Section 4 6 below have either been satisfied or waived in writing or deemed waived by the party for whose benefit such conditions runBuyer. (2) 4.2.2 All funds and instruments described in this Section Sections 3 and elsewhere in this Agreement 10 have been delivered to Escrow Holder and Seller and Buyer have approved, executed and delivered a settlement statement reflecting the Escrow Holder. Purchase Price, all prorations, and all closing costs as required under this Agreement (3) The Title Company the “Settlement Statement”), which shall include the mutually agreed amount of the Radon Holdback (as hereinafter defined) is in a position and is prepared to issue to Purchaser the Title Policy described in or credit as determined under Section 5 6.7 below. (4) All representations 4.2.3 Seller shall have caused the title department of Escrow Holder to have irrevocably committed to Buyer in writing to issue an ALTA extended owner’s policy of title insurance, in form and warranties made by Seller content acceptable to Buyer in Section 8 below its sole and Purchaser absolute discretion, insuring Buyer’s fee simple title to the Real Property in Section 9 below shall be true and correct in all material respects as of an amount equal to the Closing DatePurchase Price subject only to the Permitted Exceptions. (5) Purchaser 4.2.4 Seller and Buyer shall each have materially performed, observed and complied with all covenants, agreements and conditions required by this Agreement to be performed, observed and/or complied with by Purchaser such party prior to, or as of, the Closing. (6) Seller 4.2.5 Seller’s representations and warranties contained herein shall have performedbe true and correct in all material respects as of the date hereof and as of the Closing Date, observed except for representations and complied with all covenants, agreements and conditions required by this Agreement to be performed, observed and/or complied with by Seller prior to, or warranties made as of, or limited by, a specific date, which will be true and correct in all material respects as of the Closingspecified date or as limited by the specified date. (7) Seller shall4.2.6 There shall exist no pending or threatened actions, within three (3) days after the mutual execution of this Agreementsuits, request that Tesco Treasury Services PLC (“Tesco”) deliver into Escrowarbitrations, with a copy to Purchaserclaims, a Demand for Payoff in form and substance satisfactory to Escrow and Title Company (the “Demand”) and a Substitution of Trustee and Deed of Partial Reconveyance (the “Reconveyance”)attachments, in form and substance satisfactory to the Title Company to issue the Title Policy and reconvey that certain Deed of Trustproceedings, Assignment of Leases and Rents, Security Agreement and Financing Statement (the “Original Tesco Deed of Trust”) dated as of November 25, 2013, executed by Campus Opco, LLC, as grantor, to First American Title Insurance Company, as trustee, assignments for the benefit of Tescocreditors, as beneficiaryinsolvency, which Original Tesco Deed of Trust was recorded on November 27bankruptcy, 2013 as Instrument No. 2013-0557414 reorganization or other proceedings, against the other party that would materially and adversely affect that party’s ability to perform its obligations under this Agreement. 4.2.7 Unless otherwise approved by Buyer in its sole discretion, the Official Records stabilized physical occupancy of the County Property shall average 90% or greater for the past 90 days of Riversideoccupancy with rents under any Leases executed or extended from and after the date hereof being not less than the current rents set forth on the rent roll set forth on Schedule 4 attached hereto attached hereto and with no free rent periods or other economic concessions during said 90 day period. 4.2.8 Buyer and Seller shall mutually agree to the terms of an easement agreement prior to the expiration of the Due Diligence Period for the access to and maintenance of the signage on the Real Property at the corner of Man O' War Boulevard and ▇▇▇▇▇▇ Way by Seller and, California if Buyer fails to do so, the maintenance of the entrance island (from Man O' War Boulevard) and the banks adjacent thereto (the “Official Records”"Easement"), to be executed by Property Owner and re-recorded on December 4, 2013 as Instrument No. 2013-0565907 in the Official Records, which Original Tesco Deed of Trust was amended by that certain Amendment to Deed of Trust, Assignment of Leases and Rents, Security Agreement and Financing Statement (the “Amendment to Tesco Deed of Trust”) dated as of July 31, 2015 Glasford Homeowner's Association and recorded on October 15the Closing Date in Fayette County, 2015 as Instrument NoKentucky. 2015-0453636 in the Official Records (collectively, the “Tesco Deed of Trust”). Not later than thirty (30) days after the Opening of Escrow, Tesco shall have delivered into Escrow, with a copy to Purchaser, the Demand and the Reconveyance, in form and substance satisfactory to the Escrow and Title Company to issue the Title Policy and reconvey the Tesco Deed of Trust. This condition is for the benefit of both Seller and Purchaser, and is not waivable. If the Demand and a fully executed and recordable Reconveyance satisfactory to the Title Company to issue the Title Policy clear of the Tesco Deed of Trust are not delivered to Escrow Holder, with a copy to Purchaser, within thirty (30) days after the Opening of Escrow, Purchaser and WAS01_41891870v5 4.2.9 Seller shall have the absolute right and option to cancel and terminate this Agreement upon written notice to the other and Escrow Holder. In such event, Purchaser shall be entitled, as its sole remedy, to receive from Escrow Holder the return of its Deposit and Purchaser’s Refrigeration Testing Fund Deposit (as hereinafter defined) and receive from Seller’s Refrigeration Testing Fund Deposit (as hereinafter defined) and, if Seller’s Refrigeration Testing Fund Deposit is not sufficient, from Seller, Purchaser’s actual, documented, reasonable out-of-pocket due diligence expenses in the investigation, inspection and studies concerning the Property. Seller shall be entitled to receive from Escrow Holder the balance, if any, of Seller’s Refrigeration Testing Fund Deposit. If this Agreement has not been terminated by Purchaser within the Contingency Period and the parties proceed to Closing, then unless there has been a written Purchaser Objection within the Contingency Period that has not been satisfied or waived, any condition not otherwise satisfied or waived as conveyed all of the Property to Property Owner on the Closing shall be deemed fully satisfied or waived by the party for whose benefit the condition had been included as of the ClosingDate.

Conditions to Close. Escrow and the transactions contemplated by this Agreement shall not close unless and until each and every one of the following conditions precedent and contingencies have been satisfied or waived in writing by the party for whose benefit the conditions have been included: (1) All contingencies Purchaser’s contingency relative to Estoppel Certificates described in Section 4 below have 5.A(5) has either been satisfied or waived in writing or deemed waived by the party for whose benefit such conditions run. (2) All funds funds, documents, and instruments described in this Section Sections 3 and elsewhere in this Agreement 4.B have been delivered to the Escrow HolderHolder by or on behalf of Purchaser and Seller, as applicable. (3) The Title Company Insurance Group (as hereinafter defineddefined below) is in a position and is irrevocably committed to and is prepared to issue to Purchaser (or Purchaser’s permitted assignee(s)) the Title Policy Policies (as defined below) described in Section 5 6 below. (4) All representations and warranties made by Seller in Section 8 9 below and Purchaser in Section 9 10 below shall be true and correct in all material respects as of the Closing Date. (5) Purchaser Purchaser, Seller, and the Owners shall have each performed, observed and complied with all covenants, agreements and conditions required by this Agreement to be performed, observed and/or complied with by Purchaser Purchaser, Seller, and Owners (as applicable) prior to, or as of, the Closing. (6) Any third party consents identified by Purchaser or Seller prior to the Close of Escrow that are necessary to consummate the transactions as contemplated in this Agreement shall have performedbeen obtained in writing, observed and complied with all covenantsincluding, agreements and conditions required by this Agreement to be performed, observed and/or complied with by Seller prior to, or as ofwithout limitation, the Closing. (7) Seller shallconsent of the City of Phoenix, within three (3) days after the mutual execution of this Agreement, request that Tesco Treasury Services PLC (“Tesco”) deliver into Escrow, with a copy to Purchaser, a Demand for Payoff in form and substance satisfactory to Escrow and Title Company (the “Demand”) and a Substitution of Trustee and Deed of Partial Reconveyance (the “Reconveyance”), in form and substance satisfactory to the Title Company to issue the Title Policy and reconvey that certain Deed of Trust, Assignment of Leases and Rents, Security Agreement and Financing Statement (the “Original Tesco Deed of Trust”) dated as of November 25, 2013, executed by Campus Opco, LLC, as grantor, to First American Title Insurance Company, as trusteeif necessary, for the benefit transfer of Tescothe One Renaissance Ground Lease, the Assignment of Tunnel Lease and the Assignment of Parking Lease and the City of Glendale Community Redevelopment Agency, if necessary, for the Assignment of 200 ▇▇▇▇▇▇▇▇ DDA; provided, however, Purchaser acknowledges and agrees that Seller does not make any warranty or representations (either express or implied) that Seller has obtained all of the consents from third parties necessary to consummate the transactions as beneficiary, which Original Tesco Deed of Trust was recorded on November 27, 2013 as Instrument No. 2013-0557414 contemplated in this Agreement and that in the Official Records of event that the County of Riverside, California (the “Official Records”), and re-recorded on December 4, 2013 as Instrument No. 2013-0565907 in the Official Records, which Original Tesco Deed of Trust was amended by that certain Amendment to Deed of Trust, Assignment of Leases and Rents, Security Agreement and Financing Statement (the “Amendment to Tesco Deed of Trust”) dated as of July 31, 2015 and recorded on October 15, 2015 as Instrument No. 2015-0453636 in the Official Records (collectively, the “Tesco Deed of Trust”). Not later than thirty (30) days after the Opening of Escrow, Tesco shall have delivered into Escrow, with a copy to Purchaser, the Demand and the Reconveyance, in form and substance satisfactory to the Escrow and Title Company to issue the Title Policy and reconvey the Tesco Deed of Trust. This condition is for the benefit of both Seller and Purchaser, and is not waivable. If the Demand and a fully executed and recordable Reconveyance satisfactory to the Title Company to issue the Title Policy clear of the Tesco Deed of Trust are not delivered to Escrow Holder, with a copy to Purchaser, within thirty (30) days after the Opening of Escrow, Purchaser and Seller shall have the absolute right and option to cancel and terminate this Agreement upon written notice to the other and Escrow Holder. In such eventClosing occurs, Purchaser shall be entitled, as its sole remedy, have no right to receive from Escrow Holder require Seller to obtain any additional consents or to seek any recourse against Seller due to the return parties' failure to identify and/or obtain the consent of its Deposit and Purchaser’s Refrigeration Testing Fund Deposit (as hereinafter defined) and receive from Seller’s Refrigeration Testing Fund Deposit (as hereinafter defined) and, if Seller’s Refrigeration Testing Fund Deposit is not sufficient, from Seller, Purchaser’s actual, documented, reasonable out-of-pocket due diligence expenses in the investigation, inspection and studies concerning the Propertyany third party. Seller shall be entitled and Purchaser agree to receive from Escrow Holder the balance, if any, of Seller’s Refrigeration Testing Fund Depositcooperate with each other and to use good faith efforts to obtain all such consents. If this Agreement has not been terminated by Purchaser within the Contingency Period and the parties proceed to Closing, then unless there has been a written Purchaser Objection within the Contingency Period that has not been satisfied or waived, any Any condition not otherwise satisfied or waived as of the Closing shall be deemed fully satisfied or waived by the party for whose benefit the condition had been included as included, absent bad faith or fraud. In the event that any of the conditions set forth above are not satisfied (or waived in writing) prior to the Closing, and the Closing does not otherwise occur, then Purchaser shall be entitled to a full refund of the Deposit, unless the failure of the condition is a result of a material default by Purchaser.

Conditions to Close. Escrow Closing shall not close occur unless and until the following conditions precedent and contingencies have been satisfied or waived in writing by the party for whose benefit the conditions have been included: (1) 5.2.1 All conditions and contingencies described to Buyer’s obligation to close Escrow set forth in Section 4 Sections 7.3 and 7.4 below have either been satisfied or waived in writing or deemed waived by the party for whose benefit such conditions runBuyer, and Buyer’s rights to terminate this Agreement in accordance with Sections 7.3 and 7.4 below have expired. (2) 5.2.2 All funds and instruments Closing Funds described in this Section 3 3, and elsewhere Closing Documents described in this Agreement Section 11 have been delivered to the Escrow Holder. (3) 5.2.3 The title department of Escrow Holder, which has an address of ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, shall have irrevocably committed to issue to Buyer pursuant to the Title Company Commitment (as hereinafter defined) is an ALTA owner’s policy of title insurance, subject only to the Permitted Exceptions (as hereinafter defined) and the payment of the applicable premium, but otherwise in a position form and is prepared content and containing such endorsements approved by Buyer pursuant to issue Section 7 below, insuring Buyer’s title to Purchaser the Title Policy described Real Property in Section 5 below.an amount equal to the Purchase Price (4) All representations 5.2.4 Buyer shall have obtained, at Buyer’s sole cost and warranties made expense, Lender’s consent to the Assumption by Seller in Section 8 below and Purchaser in Section 9 below shall be true and correct in all material respects Buyer of the Loan, effective as of the Closing DateDate and the release of Seller and all guarantors of the Loan from any default occurring after the Closing. (5) Purchaser 5.2.5 Seller and Buyer shall each have materially performed, observed and complied with all covenants, agreements and conditions required by this Agreement to be performed, observed and/or complied with by Purchaser such party prior to, or as of, the Closing. (6) Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Agreement to be performed, observed and/or complied with by Seller prior to, or as of, the Closing. (7) Seller shall, within three (3) days after the mutual execution of this Agreement, request that Tesco Treasury Services PLC (“Tesco”) deliver into Escrow, with a copy to Purchaser, a Demand for Payoff in form and substance satisfactory to Escrow and Title Company (the “Demand”) and a Substitution of Trustee and Deed of Partial Reconveyance (the “Reconveyance”), in form and substance satisfactory to the Title Company to issue the Title Policy and reconvey that certain Deed of Trust, Assignment of Leases and Rents, Security Agreement and Financing Statement (the “Original Tesco Deed of Trust”) dated as of November 25, 2013, executed by Campus Opco, LLC, as grantor, to First American Title Insurance Company, as trustee, for the benefit of Tesco, as beneficiary, which Original Tesco Deed of Trust was recorded on November 27, 2013 as Instrument No. 2013-0557414 in the Official Records of the County of Riverside, California (the “Official Records”), and re-recorded on December 4, 2013 as Instrument No. 2013-0565907 in the Official Records, which Original Tesco Deed of Trust was amended by that certain Amendment to Deed of Trust, Assignment of Leases and Rents, Security Agreement and Financing Statement (the “Amendment to Tesco Deed of Trust”) dated as of July 31, 2015 and recorded on October 15, 2015 as Instrument No. 2015-0453636 in the Official Records (collectively, the “Tesco Deed of Trust”). Not later than thirty (30) days after the Opening of Escrow, Tesco shall have delivered into Escrow, with a copy to Purchaser, the Demand and the Reconveyance, in form and substance satisfactory to the Escrow and Title Company to issue the Title Policy and reconvey the Tesco Deed of Trust. This condition is for the benefit of both Seller and Purchaser, and is not waivable. If the Demand and a fully executed and recordable Reconveyance satisfactory to the Title Company to issue the Title Policy clear of the Tesco Deed of Trust are not delivered to Escrow Holder, with a copy to Purchaser, within thirty (30) days after the Opening of Escrow, Purchaser and Seller shall have the absolute right and option to cancel and terminate this Agreement upon written notice to the other and Escrow Holder. In such event, Purchaser shall be entitled, as its sole remedy, to receive from Escrow Holder the return of its Deposit and Purchaser’s Refrigeration Testing Fund Deposit (as hereinafter defined) and receive from Seller’s Refrigeration Testing Fund Deposit (as hereinafter defined) and, if Seller’s Refrigeration Testing Fund Deposit is not sufficient, from Seller, Purchaser’s actual, documented, reasonable out-of-pocket due diligence expenses in the investigation, inspection and studies concerning the Property. Seller shall be entitled to receive from Escrow Holder the balance, if any, of Seller’s Refrigeration Testing Fund Deposit. If this Agreement has not been terminated by Purchaser within the Contingency Period and the parties proceed to Closing, then unless there has been a written Purchaser Objection within the Contingency Period that has not been satisfied or waived, any Any condition not otherwise satisfied or waived as of the Closing shall be deemed fully satisfied or waived by the party for whose benefit the condition had been included as of the Closingincluded.

Conditions to Close. Escrow The parties' obligation to close the transactions contemplated hereby shall not close unless be subject to the satisfaction and until fulfillment of all of the following conditions precedent and contingencies have been satisfied precedent, any or all of which may be waived in writing whole or in part by the other party for whose benefit the conditions have been included: (1) All contingencies described in Section 4 below have either been satisfied but no such waiver of any such condition precedent shall be or waived in writing constitute a waiver of any covenant, promise, agreement, representation or deemed waived by the party for whose benefit such conditions run. (2) All funds and instruments described warranty made in this Section 3 and elsewhere in this Agreement have been delivered to the Escrow Holder.Agreement): (3) The Title Company (as hereinafter defined) is in a position and is prepared to issue to Purchaser the Title Policy described in Section 5 below. (4) 10.2.1. All representations and warranties made by Seller in Section 8 below and Purchaser in Section 9 below the parties to this Agreement shall be true complete and correct in all material respects accurate as of the Closing; 10.2.2. All covenants, promises and agreements made by the parties to this Agreement and all other actions required to be performed or complied with by the parties under this Agreement prior to or at the Closing Date. (5) Purchaser shall have been fully performed; 10.2.3. Global-E shall have (i) transferred all of its golf related assets to ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ in exchange for the conveyance and subsequent retirement of 5,250,000 shares of its common stock held by these two individuals, observed and complied with (ii) released the three year lock-up on the remaining 50,000 shares of Global-E common stock held by Messrs. ▇▇▇▇ and ▇▇▇▇▇▇▇; 10.2.4. NowAuto shall have delivered to Global-E at Closing all covenantsinstruments, agreements consents, assignments, leases and conditions other documents required by this Agreement including without limitation a ▇▇▇▇ of sale ("▇▇▇▇ of Sale") and assignments and such other documents and instruments as Global-E or its counsel reasonably request to evidence and effectuate the transfer of the Purchased Assets and the transactions contemplated herein; 10.2.5. Global-E shall have received all other items required to be performed, observed and/or complied with delivered or furnished to Global-E by Purchaser NowAuto hereunder prior to, to or as of, at the Closing.; (6) Seller 10.2.6. NowAuto shall have performeddelivered all necessary permits, observed licenses and complied approvals required for Global-E to operate NowAuto's business in the manner historically operated by NowAuto and in full compliance with all covenantsapplicable laws shall have been obtained; 10.2.7. There shall not have occurred any material adverse change in NowAuto's business or in the Purchased Assets; 10.2.8. The assignment of all contracts and agreements of NowAuto relating to its business do not require approval of any other party or if required, agreements and conditions required by this Agreement such assignment to be performed, observed and/or complied with by Seller prior to, Global-E has been obtained; and 10.2.9. If any condition or as of, the Closing. (7) Seller shall, within three (3) days after the mutual execution of contingency applicable to either party is not satisfied at or before Closing or if either party shall otherwise exercise any right it may have to terminate this Agreement, request that Tesco Treasury Services PLC (“Tesco”) deliver into Escrow, with a copy to Purchaser, a Demand for Payoff in form and substance satisfactory to Escrow and Title Company (the “Demand”) and a Substitution of Trustee and Deed of Partial Reconveyance (the “Reconveyance”), in form and substance satisfactory to the Title Company to issue the Title Policy and reconvey that certain Deed of Trust, Assignment of Leases and Rents, Security Agreement and Financing Statement (the “Original Tesco Deed of Trust”) dated as of November 25, 2013, executed by Campus Opco, LLC, as grantor, to First American Title Insurance Company, as trustee, for the benefit of Tesco, as beneficiary, which Original Tesco Deed of Trust was recorded on November 27, 2013 as Instrument No. 2013-0557414 in the Official Records of the County of Riverside, California (the “Official Records”), and re-recorded on December 4, 2013 as Instrument No. 2013-0565907 in the Official Records, which Original Tesco Deed of Trust was amended by that certain Amendment to Deed of Trust, Assignment of Leases and Rents, Security Agreement and Financing Statement (the “Amendment to Tesco Deed of Trust”) dated as of July 31, 2015 and recorded on October 15, 2015 as Instrument No. 2015-0453636 in the Official Records (collectively, the “Tesco Deed of Trust”). Not later than thirty (30) days after the Opening of Escrow, Tesco shall have delivered into Escrow, with a copy to Purchaser, the Demand and the Reconveyance, in form and substance satisfactory to the Escrow and Title Company to issue the Title Policy and reconvey the Tesco Deed of Trust. This condition is for the benefit of both Seller and Purchaser, and is not waivable. If the Demand and a fully executed and recordable Reconveyance satisfactory to the Title Company to issue the Title Policy clear of the Tesco Deed of Trust are not delivered to Escrow Holder, with a copy to Purchaser, within thirty (30) days after the Opening of Escrow, Purchaser and Seller shall have the absolute right and option to cancel and terminate then this Agreement upon written notice to the other shall terminate and Escrow Holder. In such event, Purchaser each party hereto shall be entitledreleased and relieved from any further duty, as its sole remedy, to receive from Escrow Holder the return of its Deposit and Purchaser’s Refrigeration Testing Fund Deposit (as hereinafter defined) and receive from Seller’s Refrigeration Testing Fund Deposit (as hereinafter defined) and, if Seller’s Refrigeration Testing Fund Deposit is not sufficient, from Seller, Purchaser’s actual, documented, reasonable out-of-pocket due diligence expenses in the investigation, inspection and studies concerning the Property. Seller shall be entitled to receive from Escrow Holder the balance, if any, of Seller’s Refrigeration Testing Fund Deposit. If this Agreement has not been terminated by Purchaser within the Contingency Period and the parties proceed to Closing, then unless there has been a written Purchaser Objection within the Contingency Period that has not been satisfied liability or waived, any condition not otherwise satisfied or waived as of the Closing shall be deemed fully satisfied or waived by the party for whose benefit the condition had been included as of the Closingobligation hereunder.

Conditions to Close. Escrow shall not close unless and until the following conditions precedent and contingencies have been satisfied or waived in writing by the party for whose benefit the conditions have been included: (1) 5.2.1 All contingencies and conditions to Buyer's obligation to close Escrow described in Section 4 Sections 7 and 22.1 below have either been satisfied or waived in writing or deemed waived by the party for whose benefit such conditions runBuyer. (2) 5.2.2 All funds and instruments described in this Section Sections 3 and elsewhere in this Agreement 11 have been delivered to the Escrow Holder. (3) 5.2.3 The Title Company (as hereinafter defined) is title department of Escrow Holder, which has an address of ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, shall have irrevocably committed to Buyer in a position and is prepared writing to issue an ALTA extended owner's policy of title insurance, in form and content acceptable to Purchaser Buyer in its sole and absolute discretion, insuring Buyer's title to the Title Policy described Real Property in Section 5 belowan amount equal to the Purchase Price. 5.2.4 Buyer and Seller shall have obtained, at Seller's sole cost and expense, Lender's consent to (4i) All representations the assumption by Buyer of the Loan, on terms acceptable to Buyer in its sole and warranties made by absolute discretion, and (ii) the release of Seller in Section 8 below from any obligations with respect to the Loan arising after the Closing Date (such assumption and Purchaser in Section 9 below release shall be true and correct in all material respects hereinafter collectively referred to as the “Assumption”), effective as of the Closing Date. (5) Purchaser 5.2.5 Seller and Buyer shall each have materially performed, observed and complied with all covenants, agreements and conditions required by this Agreement to be performed, observed and/or complied with by Purchaser such party prior to, or as of, the Closing. (6) Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Agreement to be performed, observed and/or complied with by Seller prior to, or as of, the Closing. (7) Seller shall, within three (3) days after the mutual execution of this Agreement, request that Tesco Treasury Services PLC (“Tesco”) deliver into Escrow, with a copy to Purchaser, a Demand for Payoff in form and substance satisfactory to Escrow and Title Company (the “Demand”) and a Substitution of Trustee and Deed of Partial Reconveyance (the “Reconveyance”), in form and substance satisfactory to the Title Company to issue the Title Policy and reconvey that certain Deed of Trust, Assignment of Leases and Rents, Security Agreement and Financing Statement (the “Original Tesco Deed of Trust”) dated as of November 25, 2013, executed by Campus Opco, LLC, as grantor, to First American Title Insurance Company, as trustee, for the benefit of Tesco, as beneficiary, which Original Tesco Deed of Trust was recorded on November 27, 2013 as Instrument No. 2013-0557414 in the Official Records of the County of Riverside, California (the “Official Records”), and re-recorded on December 4, 2013 as Instrument No. 2013-0565907 in the Official Records, which Original Tesco Deed of Trust was amended by that certain Amendment to Deed of Trust, Assignment of Leases and Rents, Security Agreement and Financing Statement (the “Amendment to Tesco Deed of Trust”) dated as of July 31, 2015 and recorded on October 15, 2015 as Instrument No. 2015-0453636 in the Official Records (collectively, the “Tesco Deed of Trust”). Not later than thirty (30) days after the Opening of Escrow, Tesco shall have delivered into Escrow, with a copy to Purchaser, the Demand and the Reconveyance, in form and substance satisfactory to the Escrow and Title Company to issue the Title Policy and reconvey the Tesco Deed of Trust. This condition is for the benefit of both Seller and Purchaser, and is not waivable. If the Demand and a fully executed and recordable Reconveyance satisfactory to the Title Company to issue the Title Policy clear of the Tesco Deed of Trust are not delivered to Escrow Holder, with a copy to Purchaser, within thirty (30) days after the Opening of Escrow, Purchaser and Seller shall have the absolute right and option to cancel and terminate this Agreement upon written notice to the other and Escrow Holder. In such event, Purchaser shall be entitled, as its sole remedy, to receive from Escrow Holder the return of its Deposit and Purchaser’s Refrigeration Testing Fund Deposit (as hereinafter defined) and receive from Seller’s Refrigeration Testing Fund Deposit (as hereinafter defined) and, if Seller’s Refrigeration Testing Fund Deposit is not sufficient, from Seller, Purchaser’s actual, documented, reasonable out-of-pocket due diligence expenses in the investigation, inspection and studies concerning the Property. Seller shall be entitled to receive from Escrow Holder the balance, if any, of Seller’s Refrigeration Testing Fund Deposit. If this Agreement has not been terminated by Purchaser within the Contingency Period and the parties proceed to Closing, then unless there has been a written Purchaser Objection within the Contingency Period that has not been satisfied or waived, any Any condition not otherwise satisfied or waived as of the Closing shall be deemed fully satisfied or waived by the party for whose benefit the condition had been included as of the Closingincluded.

Conditions to Close. Escrow shall not close unless 5.1 Conditions to Obligations of Bristol and until Purchaser to Close. The obligations of Bristol and Purchaser to consummate the transactions to be performed by them on or prior to the Closing Date are subject to the satisfaction of the following conditions precedent and contingencies have been satisfied or waived in writing by the party for whose benefit the conditions have been includedconditions: (1a) All contingencies described in Section 4 below This Agreement and the Merger shall have either been satisfied or waived in writing or deemed waived approved by the party for whose benefit such conditions run.Board of Directors and shareholder of Company; (2) All funds and instruments described in this Section 3 and elsewhere in this Agreement have been delivered to the Escrow Holder. (3b) The Title Company (as hereinafter defined) is in a position and is prepared to issue to Purchaser the Title Policy described in Section 5 below. (4) All representations and warranties made by Seller set forth in Section 8 below and Purchaser in Section 9 below Article 2, above, shall be true and correct in all material respects on and as of the Closing Date.; (5c) Purchaser Company and Shareholder shall have performed, observed performed and complied with all covenantsof their covenants hereunder in all material respects through the Closing Date; (d) Company shall have obtained all third party consents that are necessary, agreements proper or advisable to consummate and conditions required make effective the transactions contemplated by this Agreement; (e) Company and Shareholder shall have performed their respective delivery obligations set forth in Article 6, below; (f) Except for the Company's pending litigation with Fors▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement; (ii) cause any of the transactions contemplated by this Agreement to be performedrescinded following consummation; or (iii) affect adversely the right of Surviving Corporation to own the former assets and to operate the former businesses of Company, observed and/or complied with by Purchaser prior toand no such injunction, judgment, order, decree, ruling or as of, the Closing.charge shall be in effect; (6g) Seller Company shall have performed, observed completed and complied with all covenants, agreements and conditions required by delivered the Schedules to this Agreement and the information contained in such Schedules shall be satisfactory to Purchaser and Bristol in their absolute and sole discretion, which determination shall be performed, observed and/or complied with by Seller made on or prior to, or as of, to the Closing.Closing Date; (7h) Seller shallBristol and Purchaser shall have completed their due diligence investigation of Company and shall be satisfied with the results of such investigation in their absolute and sole discretion; (i) Ernst & Young, within three LLP shall have confirmed in writing to Bristol not later than ten (310) days after the mutual execution of this Agreement, request that Tesco Treasury Services PLC (“Tesco”) deliver into Escrow, with a copy to Purchaser, a Demand for Payoff in form and substance satisfactory to Escrow and Title Company (the “Demand”) and a Substitution of Trustee and Deed of Partial Reconveyance (the “Reconveyance”), in form and substance satisfactory prior to the Title Closing Date that Ernst & Young, LLP is capable of completing an audit of Company not later than sixty (60) days following the Closing Date; provided, however, that Bristol's sole remedy if this condition to issue close is not satisfied is to delay the Title Policy and reconvey that certain Deed of Trust, Assignment of Leases and Rents, Security Agreement and Financing Statement (Closing Date until the “Original Tesco Deed of Trust”) dated as of November 25, 2013, executed by Campus Opco, LLC, as grantor, to First American Title Insurance Company, as trustee, for the benefit of Tesco, as beneficiary, which Original Tesco Deed of Trust was recorded on November 27, 2013 as Instrument No. 2013-0557414 in the Official Records last day of the County of Riversidemonth after which Ernst & Young, California LLP shall be able to complete the audit within such sixty (the “Official Records”), 60) day timeframe. Bristol and re-recorded Purchaser may waive any condition specified in this Section 5.1 if they execute a writing so stating on December 4, 2013 as Instrument No. 2013-0565907 in the Official Records, which Original Tesco Deed of Trust was amended by that certain Amendment to Deed of Trust, Assignment of Leases and Rents, Security Agreement and Financing Statement (the “Amendment to Tesco Deed of Trust”) dated as of July 31, 2015 and recorded on October 15, 2015 as Instrument No. 2015-0453636 in the Official Records (collectively, the “Tesco Deed of Trust”). Not later than thirty (30) days after the Opening of Escrow, Tesco shall have delivered into Escrow, with a copy to Purchaser, the Demand and the Reconveyance, in form and substance satisfactory or prior to the Escrow and Title Company to issue the Title Policy and reconvey the Tesco Deed of Trust. This condition is for the benefit of both Seller and Purchaser, and is not waivable. If the Demand and a fully executed and recordable Reconveyance satisfactory to the Title Company to issue the Title Policy clear of the Tesco Deed of Trust are not delivered to Escrow Holder, with a copy to Purchaser, within thirty (30) days after the Opening of Escrow, Purchaser and Seller shall have the absolute right and option to cancel and terminate this Agreement upon written notice to the other and Escrow Holder. In such event, Purchaser shall be entitled, as its sole remedy, to receive from Escrow Holder the return of its Deposit and Purchaser’s Refrigeration Testing Fund Deposit (as hereinafter defined) and receive from Seller’s Refrigeration Testing Fund Deposit (as hereinafter defined) and, if Seller’s Refrigeration Testing Fund Deposit is not sufficient, from Seller, Purchaser’s actual, documented, reasonable out-of-pocket due diligence expenses in the investigation, inspection and studies concerning the Property. Seller shall be entitled to receive from Escrow Holder the balance, if any, of Seller’s Refrigeration Testing Fund Deposit. If this Agreement has not been terminated by Purchaser within the Contingency Period and the parties proceed to Closing, then unless there has been a written Purchaser Objection within the Contingency Period that has not been satisfied or waived, any condition not otherwise satisfied or waived as of the Closing shall be deemed fully satisfied or waived by the party for whose benefit the condition had been included as of the ClosingDate.