Exhibit 10.1


 


EXECUTION COPY


 


PURCHASE
AND SALE AGREEMENT


 


THE STATE
OF CONNECTICUT ACTING BY

AND THROUGH THE UNIVERSITY OF 

CONNECTICUT


 


SEVEN
STARS CLOUD GROUP, INC.


 


JULY 10,
2018


 




     


     


    

 


PURCHASE AND SALE AGREEMENT


 


THIS PURCHASE AND
SALE AGREEMENT (this “Agreement”) dated as of the l0th day of July, 2018, is made by and between
THE STATE OF CONNECTICUT, ACTING BY AND THROUGH THE UNIVERSITY OF CONNECTICUT, a constituent unit of the state system of
public higher education of the State of Connecticut, having an address at 352 Mansfield Road, Unit 2122, Storrs, Connecticut 06269
(the “Seller”) and SEVEN STARS CLOUD GROUP, INC., a Nevada corporation, having a business address
of 55 Broadway, 19th Floor, New York, NY 10007 (the “Purchaser”). The date that this Agreement
is approved by the Attorney General of the State of Connecticut, as evidenced by his signature and dating below, shall constitute
the “Effective Date” as used herein.


 


RECITALS:


 


WHEREAS, Seller
desires to sell the Property (defined in Section 1.1), and Purchaser desires to purchase the Property from Seller; and


 


WHEREAS, Seller
and Purchaser, intending to be bound by this Agreement, desire to set forth herein the terms, conditions and agreements under and
by which Seller shall sell and Purchaser shall purchase the Property described.


 


AGREEMENTS:


 


NOW, THEREFORE,
in consideration of the mutual agreements and covenants contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:


 


1.            THE
PROPERTY


 


1.1.         Description.
Subject to the terms and conditions of this Agreement, and for the consideration set forth herein, Seller hereby agrees to sell,
assign and convey, and Purchaser hereby agrees to purchase and acquire, all of Seller's right, title and interest in and to the
following (collectively, the “Property”):


 


1.1.1.          The
fee interest in those certain parcels of land located in Hartford County, Connecticut, formerly commonly known as the University
of Connecticut - Greater Hartford Campus, in the Town of West Hartford (the “Town”) and being more specifically
described on Schedule 1.1.1, attached hereto (the “Land”), along with the title in and to all
buildings (collectively, the “Buildings”), together with all other improvements, parking facilities
and fixtures, located on the Land (the Buildings and any and all other improvements located on the Land are hereinafter referred
to collectively as the “Improvements”), and all easements, hereditaments, appurtenances, development
rights, transferrable permits and approvals, and other benefits, if any, pertaining to or affecting the Land (collectively, the
“Easements”). The Land, Improvements and Easements are hereinafter collectively referred to as the “Real
Property”.


 




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1.2.          Agreement
to Convey. Seller agrees to sell and convey, and Purchaser agrees to purchase and accept, at the Closing (defined in Section
2.5): (a) the fee title to the Real Property by way of the Deed (defined in Section 8.1.1), to be executed and delivered
by Seller and which shall be subject to the Permitted Exceptions (defined in Section 3.4), including the Ballfield Lease
(as defined in Section 3.4.6); and (b) the remainder of the Property, by way of one or more other instruments of conveyance.


 


2.            PURCHASE
PRICE AND PAYMENT. 


 


2.1.         Purchase
Price. The purchase price for the Property (the “Purchase Price”) is Five Million Two Hundred Thousand
and 00/100 Dollars ($5,200,000.00), subject to adjustment as detailed herein.


 


2.2.         Deposit.


 


2.2.1.          Initial
Deposit. Purchaser shall deposit with Seller the sum in cash of Five Hundred Twenty Thousand and 00/100 Dollars ($520,000.00)
(the “Deposit”) upon execution of this Agreement by the Attorney General of the State of Connecticut.
Payment will be made in accordance with the wire instructions set forth on Schedule 2.2.


 


2.2.2.          Maintenance
of Deposit. The Deposit shall operate as a credit against the Purchase Price at Closing. The Deposit is nonrefundable, except
as otherwise expressly provided in this Agreement.


 


2.3.         Balance
of Purchase Price. At Closing, Purchaser shall pay in cash the balance of the Purchase Price.


 


2.4.         Payment.
Purchaser shall pay to Seller the Purchase Price on the Closing Date by wiring such amount in cash to Seller. The Purchase Price
shall also be subject to further adjustments for prorations and credits required to be made in accordance with Section 7,
below.


 


2.5.         Closing.
The purchase and sale of the Property shall be consummated at closing (the “Closing”) on a date mutually
satisfactory to Purchaser and Seller (the “Closing Date”), which shall be not more than thirty (30) days
after satisfaction of the conditions described in Sections 6.3.1, 6.3.2 and 6.3.3; provided that Purchaser shall have the
right to postpone the Closing Date by up to fifteen (15) days on written request delivered no later than five (5) days prior to
the scheduled Closing Date. Closing shall occur at 10:00 a.m. (Eastern), on the Closing Date at the offices of Shipman & Goodwin
LLP, One Constitution Plaza, Hartford, Connecticut 06103, or at such other time and place as may be agreed to in writing by Seller
and Purchaser. Alternatively, Closing may occur through an escrow closing conducted by a title insurance company reasonably acceptable
to Seller and Purchaser acting as an escrow agent (the “Escrow Agent”). Seller and Purchaser may jointly
or severally enter into one or more closing instruction letters that set forth each party's conditions of Closing (each, an “Escrow
Instruction Letter”), which Escrow Instruction Letters shall not be inconsistent with the provisions of this Agreement.
Upon satisfaction or completion of all Closing conditions and deliveries, Escrow Agent shall deliver the Closing documents to the
appropriate parties, record the Deed and any other applicable recordable documents, and make disbursements according to the Settlement
Statement (defined in Section 8.1.7).


 






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3.            ACCESS;
DOCUMENT REVIEW. 


 


3.1.         Access
to the Property. Purchaser acknowledges and agrees that the Purchase Price is based upon its obligation to purchase of the
Property without conditions or contingencies (except those set forth in Section 6.1). Purchaser further acknowledges and
agrees that it is satisfied with the condition of the Property, and that its obligation to purchase the Property pursuant to this
Agreement is not subject to any contingency relating to inspection of or due diligence regarding the Property, the physical or
other condition of the Property (including, without limitation, the environmental condition of the Property), the Purchaser's intended
use of the Property, or the availability of any permits, consents or other approvals of any local, state, federal or other governmental
authority that may be required for the use, development and/or occupancy of the Property, including any specific use intended by
Purchaser.


 


3.1.1.          Seller
shall permit Purchaser and Purchaser's agents and representatives access to the Property prior to Closing to engage in activities
which are related to Purchaser's intended use and development of the Property. Before Purchaser and/or any of its agents or representatives
enter the Property, Purchaser shall give Seller two (2) business days' advance written notice to:


 


Robert Sitkowski


Attorney


University of Connecticut –  Office of the
General Counsel


Budds Building


343 Mansfield Road, Unit 1177


Storrs, Connecticut 06269-1177


email: Robert.sitkowski@uconn.edu


telephone: (860) 486-3396


 


3.1.2.          At
Seller's option, a representative of Seller may accompany Purchaser and/or Purchaser's agent or representative. Purchaser agrees
to be solely responsible for its conduct and the conduct of Purchaser's agents and representatives on and adjacent to the Property
and shall assume and pay for all expenses incurred in connection therewith. At all times during the presence of Purchaser or Purchaser's
representatives on the Property, Purchaser agrees that Purchaser will not allow, and Purchaser's representatives will not conduct
any environmental or other investigation involving soil borings or monitoring wells, or otherwise disturb the Property. If Purchaser
causes any such disturbance, Purchaser agrees to return the Property to substantially the same condition existing before entry
and/ or occupation by Purchaser's representatives. Purchaser shall schedule access to minimize interference with Seller's operations.


 




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3.1.3.          Purchaser
shall be responsible for any and all costs, penalties, fines, losses, claims, liabilities and expenses (the “Costs”)
arising from or in connection with its access to the Property. Purchaser shall indemnify and hold harmless Seller from
any and all Costs incurred by Seller in connection with the same. The Purchaser's obligations under this Section 3.1 shall survive
termination of this Agreement or the Closing, as applicable.


 


3.1.4.          Purchaser
shall, at its sole expense, keep and maintain a policy of commercial general liability insurance that insures against all Costs
arising from access to the Property and covers Purchaser's responsibilities set forth in this Section 3.1. This insurance
policy shall name Seller and the University of Connecticut as additional insureds and afford protection in limits of not less than
Three Million Dollars ($3,000,000.00) for bodily injury or death in any one accident, and not less than Three Million Dollars ($3,000,000.00)
for property damage. All insurance shall be effected under standard form policies, issued by insurers of recognized responsibility
authorized to do business in the State of Connecticut and having a national rating of A-VII or better. Prior to Purchaser or its
agents' or representatives' access to the Property, Purchaser shall deliver to Seller certificates of such insurance coverage naming
Seller and the University of Connecticut as additional insureds and, not less than thirty (30) days before the expiration of any
such insurance policy, a certificate of the renewal of coverage accompanied by evidence reasonably satisfactory to Seller of payment
of premiums therefor. In addition, the insurance shall be primary, non-contributing, and contain a waiver of subrogation in favor
of Seller.


 


3.2.         Inspection
of Documents. Within fifteen (15) days after the Effective Date, Seller shall deliver, or otherwise make available on a secure
data site, to Purchaser copies of any reports, surveys, environmental reports and other similar items relating to the Land and
Improvements (the “Property Documents”), to the extent such Property Documents are within Seller's actual
possession or control, other than those Property Documents which Seller has already made available to Purchaser, either pursuant
to a Non-Disclosure Agreement or on the public website https://updc.uconn.edu/westhartford/. The Property Documents shall be subject
to the terms of Section 13.16. Notwithstanding the immediately prior sentence, Purchaser's obligation to purchase the
Property pursuant to this Agreement is in no way subject to Purchaser's approval or acceptance of the Property Documents.


 


3.2.1.          Purchaser
acknowledges, understands and agrees that the Property Documents may have been prepared by parties other than Seller and that
Seller makes no representation or warranty whatsoever, express or implied, as to the completeness of the Property Documents. Purchaser
specifically releases Seller from all claims, demands, causes of action, judgments, losses, damages, liabilities, costs and expenses
(including without limitation attorney's fees whether suit is instituted or not), whether known or unknown, liquidated or contingent
(collectively “Claims”) asserted against
or incurred by Purchaser by reason of the information contained in, or that should have been contained in, the Property Documents.
The provisions of this Section 3.2.1 shall survive Closing, or the early termination of this Agreement.


 






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3.3.         Title
Commitment.


 


3.3.1.          Attached
to this Agreement as Schedule 3.4 is a commitment from First American Title Insurance Company (the “Title Company”),
dated as of May 24, 2018, for title insurance (the “Title Commitment”) setting forth the status of title to the Real
Property as of such date and all exceptions which would appear in an owner's policy of title insurance, specifying the Purchaser
as the named insured and showing the Purchase Price as the policy amount. Purchaser agrees that it is prepared to accept title
at Closing subject to all exceptions to title set forth in the Title Commitment and to all other Permitted Exceptions, and it hereby
waives any right to object thereto.


 


3.3.2.          Purchaser
shall have five (5) business days after receipt of any updates to the Title Commitment (including receipt of any
documents referenced in such update) to object in writing to any material matters disclosed therein which arose since the
date of the original Title Commitment. If Purchaser so objects, Seller shall have until 5:00 p.m. (Eastern) on the tenth
(l0th) business day after receiving notice of such objection to agree in writing to cure before Closing such
disapproved item. If Seller elects not to cure, or fails to timely respond to Purchaser's objections, Seller shall be deemed
to have elected not to cure, in which event Purchaser shall, on or before 5:00 p.m. (Eastern) on the fifteenth
(15th) day after Seller's receipt of such objection, either (i) terminate this Agreement by delivering to Seller,
a written notice of termination, or (ii) waive in writing its objection to the items, which shall then become Permitted
Exceptions. Purchaser's failure to timely deliver to Seller a written notice of termination or waiver of its objection to the
items shall be deemed to constitute Purchaser's waiver of its objection to said items and such items shall become Permitted
Exceptions. If the foregoing periods extend beyond the scheduled Closing Date, the Closing Date shall be postponed until the
third (3rd) business day after the completion of such periods. If Purchaser terminates this Agreement pursuant to
this Section 3.3.2, the Seller shall promptly return the Deposit to Purchaser and the parties' rights and obligations
hereunder shall terminate, except those that expressly survive termination.


 


3.4.         Permitted
Exceptions. Purchaser shall accept title to the Property, subject to the following exceptions (the “Permitted
Exceptions”).


 


3.4.1.          Those
matters which are of record on the date of the Title Commitment.


 


3.4.2.          The
lien of non-delinquent taxes, assessments and other usual and customary charges assessed against the owners of real property in
Connecticut.


 


3.4.3.          Sewer
use charges not yet due and payable.


 


3.4.4.          Water
use charges not yet due and payable.


 




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3.4.5.          All
building and zoning laws, codes and regulations affecting the Property, including all special exceptions, conditions, site plan
approvals, and other similar matters, if any, relating to the zoning of the Property.


 


3.4.6.          That
certain Lease by and between Seller and the Town, dated July 20, 2005, as amended by Amendment to Lease, dated September 14, 2011,
and further amended by Second Amendment to Lease, dated June 29, 2015 (the “Ballfield Lease”).


 


3.4.7.          Such
matters as would be shown by an accurate survey or personal inspection of the Real Property.


 


3.4.8.          Rights
of others in and to all rights appurtenant to the Property.


 


3.5.         Contracts.


 


3.5.1.          As
used herein, the term “Fence Contract” shall mean the contract for installation, use and removal of certain
fencing on the Real Property, which Fence Contract is attached as Schedule 3.5 attached hereto. The term of the Fence Contract
is for twelve (12) months and commenced on April 20, 2018. The payment obligations under the Fence Contract will be allocated between
Seller and Purchaser as follows: Seller shall be responsible for a percentage of such obligations equal to a fraction, the numerator
of which is the number of days from the date of the Fence Contract to, but not including, the Closing Date and the denominator
of which is 360; and Purchaser shall be responsible for a percentage of such obligations equal to a fraction, the numerator of
which is the number of days from and including the Closing Date to and including the last day of the scheduled term of the Fence
Contract and the denominator of which is 360. Seller shall perform its obligations under the Fence Contract until the Closing Date.
Purchaser agrees, at Closing, to assume the Fence Contract and be responsible for any obligations arising under the Fence Contract
on or after the Closing Date.


 




3.5.2.          Seller
shall not enter into any new contracts relating to the Property without the written consent of Purchaser, not to be unreasonably
withheld, conditioned or delayed, unless the same are terminable upon thirty (30) days' prior written notice and without penalty.


 


3.5.3.          Seller
agrees that, as of Closing, there will be no contracts to which it is a party which relate to the Property other than the Fence
Contract, the Ballfield Lease, the Permitted Exceptions, and any contract entered into in accordance with Section 3.5.2.


 


3.6          Town
of West Hartford Right of First Refusal. It is Seller's position that Connecticut General Statutes Section 3-14b does not
apply to a sale of the Property. Nevertheless, Seller may elect to proceed as if such statute does apply, in which case Seller
will notify the Town that Seller proposes to sell the Property upon terms different from those offered to the Town and that the
Town has the right to purchase the Property on such terms (the “Town RFR”). If Seller so elects, the
parties agree to collaborate in good faith to provide promptly notice to the Town (the “Town RFR Period”)
for the Town to make a decision and to encourage the Town to decide whether or not to exercise its rights under the Town RFR as
soon as possible. The Town RFR Period will expire upon the earlier of (i) the expiration of the forty-five (45) day period for
the Town to give written notice of its desire to purchase the Property, without the Town giving such notice and (ii) receipt by
Seller of written notice from the Town of its decision not to purchase the Property. In the event the Town acquires the Property
pursuant to its rights under this Section, the Deposit shall be returned to Purchaser and neither party shall have any further
rights, duties, obligations or continuing liability to each other except to the extent expressly stated in any provision of this
Agreement.


 






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4.            SELLER'S
OBLIGATIONS PRIOR TO CLOSING. Until Closing, Seller and/ or Seller's agents or representatives shall:


 


4.1.         Insurance.
Maintain the existing levels of insurance coverage with respect to the Property.


 


4.2.         Maintenance.
Maintain the Property in its current condition (subject to casualty and normal wear and tear), the parties acknowledging that such
condition reflects the fact that most of the Property has been vacant since summer 2017, and make repairs and/or replacements in
the ordinary course of business in connection with any damage to the Property, and deliver the Property to Purchaser at Closing
in the condition existing as of the Effective Date, normal wear and tear and damage by casualty excepted; provided, however, that
Seller shall not be required to maintain the landscaping at the Property.


 


4.3.         Notices.
Provide to Purchaser, promptly after receipt thereof, any and all written notices relating to the Property received by Seller or
its agents or representatives from any governmental or quasi-governmental instrumentality, insurance company, or any other entity
or party, which notices are of a type not normally received in the ordinary course of Seller's operations, or which would (i) have
a material effect upon the Property or (ii) result in a material change in a representation or warranty made by Seller hereunder.


 


4.4.         Compliance
with Agreements. Take all actions reasonably necessary to comply in all material respects with all agreements, covenants, encumbrances
and obligations affecting or relating to the Property (to the extent valid and enforceable) and the ownership, operation and maintenance
thereof. Without limiting the immediately prior sentence, Seller shall perform its obligations under the Fence Contract to the
Closing Date, provided that the allocation between Seller and Purchaser for the payment obligations under the Fence Contract shall
be as set forth in Section 3.5.1. Seller shall pay all utility bills, tax bills (if any) and other invoices and expenses
relating to the Property for the period to the Closing Date, as and when the same become due, subject to Seller's right to contest
any of the same in good faith and in compliance with applicable law. Seller's right to contest any utility bill, tax bill (if any),
invoices or expenses shall not relieve Seller of its obligation to pay same if such contest does not result in elimination of such
bill, invoice or expense.


 






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5.            REPRESENTATIONS.


 


5.1.         By
Seller. Seller represents to Purchaser, as of the Effective Date and will affirm as of the Closing Date, that:


 


5.1.1.          The
University of Connecticut is a constituent unit of the state system of public higher education of the State of Connecticut.


 


5.1.2.          Except
as provided in Section 6.3, the execution and delivery of this Agreement has been duly authorized by all necessary and appropriate
action of Seller.




 


5.1.3.          Except
as provided in Section 6.3, Seller has taken all requisite action and obtained, or will obtain prior to the Closing, all
requisite consents, releases and permissions in connection with entering into this Agreement and the instruments and documents
referenced herein or required under any covenant, agreement, encumbrance, law or regulation with respect to the obligations required
hereunder, and no consent of any other party is required for the performance by Seller of its obligations hereunder. Subject to
Section 6.3, this Agreement is, and all agreements, instruments and documents delivered by Seller pursuant to this Agreement shall
be, duly authorized, executed and delivered by Seller. Subject to Section 6.3, this Agreement is, and all agreements, instruments
and documents to be delivered by Seller pursuant to this Agreement shall be, valid and legally binding upon Seller and enforceable
in accordance with their respective terms.


 


5.1.4.          Neither
the execution of this Agreement nor the consummation of the transactions contemplated hereby does now constitute or shall result
in a breach of, or a default under, any agreement, document, instrument or other obligation to which Seller is a party or by which
Seller may be bound, or any law, statute, ordinance, rule, governmental regulation or any writ, injunction, order or decree of
any court or governmental body, applicable to Seller or to the Property.


 


5.1.5.          No
petition in bankruptcy (voluntary or otherwise), assignment for the benefit of creditors, or petition seeking reorganization or
arrangement or other action under Federal or state bankruptcy law is pending against or, to Seller's knowledge, contemplated by
Seller.


 


5.1.6.          To
Seller's knowledge, other than the SEH Notification and NOV (as defined in Section 11.2), there are no actions, suits, claims
or other proceedings pending or contemplated or threatened against Seller that would adversely affect Seller's ability to perform
its obligations when and as required under the terms of this Agreement or that would reasonably be expected to have a material
adverse effect on the operation of the Property.


 


5.1.7.          To
Seller's knowledge, Seller has not received written notice from any condemning authority of any pending or threatened condemnation
action affecting any portion of the Property.


 


5.1.8.          Seller
is not a “foreign person” as defined in the Foreign Investment in Real Property Tax Act of 1980, as amended.


 




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5.1.9.          At
Closing, there will be no mechanics' liens applicable to the Real Property, and Seller will provide (i) an affidavit at Closing
that no work has been performed or material furnished and not paid for, for which a mechanic's lien can be filed, (ii) lien waivers
from any parties with lien rights against the Real Property, (iii) an amount to be deposited with the Title Company sufficient
to cover the cost thereof plus interest, or (iv) other evidence satisfactory to establish that no mechanics' liens may be filed
against Seller's interest in the Real Property.


 


5.1.10.         Seller
is not in default of its obligations under the Ballfield Lease or addenda thereto. Seller shall deliver to Purchaser at or prior
to Closing all current reports or budgets, if any, in its possession with respect to the Ballfield Lease.


 


The representations
of Seller set forth in this Section 5.1 shall Survive Closing for six (6) months.




 


5.2.         By
Purchaser. Purchaser represents and warrants to Seller as of the Effective Date and will affirm as of the Closing Date that:


 


5.2.1.          Purchaser
is a duly organized and validly existing corporation under the laws of Nevada, is duly qualified to transact business and in good
standing in the State of Connecticut, and has full power to enter into this Agreement and to perform its obligations under this
Agreement.


 


5.2.2.          Purchaser
has taken all requisite action and obtained all requisite consents, releases and permissions in connection with entering into this
Agreement and the instruments and documents referenced herein or required under any covenant, agreement, encumbrance, law or regulation
with respect to the obligations required hereunder, and no consent of any other party is required for the performance by Purchaser
of its obligations hereunder.


 


5.2.3.          This
Agreement is, and all agreements, instruments and documents to be executed and delivered by Purchaser pursuant to this Agreement
shall be, duly authorized, executed and delivered by Purchaser. This Agreement is, and all agreements, instruments and documents
to be executed and delivered by Purchaser pursuant to this Agreement shall be, valid and legally binding upon Purchaser and enforceable
in accordance with their respective terms.


 


5.2.4.          Neither
the execution of this Agreement nor the consummation of the transactions contemplated hereby does now constitute or shall result
in a breach of, or a default under, any agreement, document, instrument or other obligation to which Purchaser is a party or by
which Purchaser may be bound, or any law, statute, ordinance, rule, governmental regulation or any writ, injunction, order or decree
of any court or governmental body, applicable to Purchaser or to the Property.


 


5.2.5.          No
petition in bankruptcy (voluntary or otherwise), assignment for the benefit of creditors, or petition seeking reorganization or
arrangement or other action under federal, state or other bankruptcy law is pending against or, to the best of Purchaser's knowledge,
contemplated by Purchaser.


 




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5.2.6.          There
are no actions, suits, claims or other proceedings pending or, to the best of the Purchaser's knowledge, contemplated or threatened
against Purchaser that could affect the Purchaser's ability to perform its obligations when and as required under the terms of
this Agreement.


 


The representations and warranties of
Purchaser in this Section 5.2 shall survive Closing for six (6) months.


 


5.3.         Broker.
Seller and Purchaser each represents to the other that it has had no dealings, negotiations, or consultations with any broker,
representative, employee, agent or other intermediary in connection with the sale of the Property, which would give rise to a claim
for a real estate commission or other fee which is contingent on the transfer of the Property.


 


5.4.         Property
Condition.


 


5.4.1.          Disclaimer.
THE PROPERTY IS BEING SOLD “AS IS”, “WHERE IS” AND “WITH ALL FAULTS” AS OF CLOSING, WITHOUT
ANY REPRESENTATION OR WARRANTY WHATSOEVER AS TO ITS CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY OR ANY OTHER
WARRANTY, EXPRESS OR IMPLIED, EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT. SELLER SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY
OR REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED, CONCERNING THE PROPERTY, EXCEPT AS SPECIFICALLY SET FORTH
IN THIS AGREEMENT. PURCHASER ACKNOWLEDGES THAT PURCHASER IS NOT PURCHASING THE PROPERTY IN RELIANCE UPON ANY INFORMATION PROVIDED
BY THE SELLER RELATED PARTIES (AS DEFINED IN SECTION 5.4.4) OR ANY OF THEIR AGENTS OR CONTRACTORS.


 


5.4.2.          Release
of Claims. Without limiting the provisions of Section 5.4.1, Purchaser releases the Seller Related Parties from any
and all Claims (whether known or unknown, and whether contingent or liquidated) arising from or related to (a) any defects, errors
or omissions in the design or construction of the Property, whether the same are a result of negligence or otherwise, or (b) other
conditions (including environmental conditions) affecting the Property, whether the same are a result of negligence or otherwise.
The release set forth in this Section specifically includes any Claims under any Environmental Laws, or with respect to any environmental
risk, including Claims relating to the environmental, health and safety matters more particularly described in, but not limited
to, Section 11. The term “Environmental Laws”, as used herein, includes, but is not limited to,
the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act (42 U.S.C. §§6901 et seq.), the
Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. §§ 9601 et seq.), the Emergency
Planning and Community Right to Know Act (42 U.S.C. §§11001 et seq.), the Clean Air Act (42 U.S.C. §§7401 et
seq.), the Clean Water Act (33 U.S.C. §§1251 et seq.), the Toxic Substances Control Act (15 U.S.C. §§2601 et
seq.), the Hazardous Materials Transportation Act (49 U.S.C. §§1801 et seq.), the Occupational Safety and Health Act
(29 U.S.C. §§651 et seq.), the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. §§136 et seq.),
the Safe Drinking Water Act (42 U.S.C. §§300f et seq.), and the Connecticut Transfer Act (Section 22a-134 et seq. of
the Connecticut General Statutes), as any of the same may be amended from time to time, and any state or local law dealing with
environmental matters, and any regulations, orders, rules, procedures, guidelines and the like promulgated in connection therewith,
regardless of whether the same are in existence on the date of this Agreement.


 






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5.4.3.          Acknowledgment
of Inspection. Purchaser acknowledges and agrees that (a) Purchaser and its consultants have visited the Property and Purchaser
has knowingly agreed to purchase the Property without taking the opportunity to inspect further the Property and its operation,
(b) if this transaction is consummated, Purchaser will be purchasing the Property pursuant to Purchaser's independent knowledge
of the Property, and (c) Purchaser is relying upon its own determination of the value and condition of the Property and not on
any information provided or to be provided by Seller. Purchaser is not relying in any way upon any representations (except those
expressly provided in Section 5.1), statements, plans, specifications, cost estimates, studies, reports, descriptions,
guidelines or other information or material furnished by Seller or its representatives to Purchaser or its representatives, whether
oral or written, express or implied, of any nature whatsoever regarding any such matters. Purchaser shall be provided access to
the Property twenty-four (24) hours prior to the scheduled date of Closing to perform a walk-through of the Land and Improvements
to ensure the Seller has complied with Section 4.2.


 


5.4.4.          RELEASE.
PURCHASER HEREBY RELEASES THE UNIVERSITY OF CONNECTICUT, THE STATE OF CONNECTICUT AND ANY OF THEIR RESPECTIVE AGENTS, REPRESENTATIVES,
AFFILIATES, OFFICERS, TRUSTEES, DIRECTORS OR EMPLOYEES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (EACH OF THE FOREGOING, INCLUDING
THE UNIVERSITY OF CONNECTICUT AND THE STATE OF CONNECTICUT, A “SELLER RELATED PARTY” AND COLLECTIVELY,
THE “SELLER RELATED PARTIES”) FROM ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES WHICH
PURCHASER OR ANY PARTY RELATED TO OR AFFILIATED WITH PURCHASER (A “PURCHASER RELATED PARTY”) HAS OR MAY
HAVE ARISING FROM OR RELATED TO ANY MATTER OR THING RELATED TO THE PHYSICAL CONDITION OF THE PROPERTY, ANY CONSTRUCTION DEFECTS,
ANY ERRORS OR OMISSIONS IN THE DESIGN OR CONSTRUCTION OF THE PROPERTY AND ANY ENVIRONMENTAL CONDITIONS AT, IN, ON OR UNDER THE
PROPERTY, AND PURCHASER WILL NOT LOOK TO SELLER OR ANY OTHER SELLER RELATED PARTY IN CONNECTION WITH THE FOREGOING FOR ANY REDRESS
OR RELIEF.


 






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5.4.5.          SURVIVAL.
THE ACKNOWLEDGEMENTS AND AGREEMENTS OF PURCHASER SET FORTH IN SECTIONS 5.3 AND 5.4 WILL SURVIVE THE CLOSING INDEFINITELY.


 


6.             CONDITIONS
PRECEDENT TO CLOSING.


 


6.1.         Conditions
for the Benefit of Purchaser. The obligation of Purchaser to consummate the conveyance of the Property hereunder is subject
to the full and complete satisfaction or waiver by Purchaser of each of the following conditions precedent:


 


6.1.1.          The
representations of Seller contained in this Agreement shall be true, complete and accurate in all material respects, on and as
of the Effective Date and the Closing Date as if the same were made on and as of such dates.


 


6.1.2.          Seller
shall have performed each and every obligation and covenant of Seller to be performed hereunder unless performance thereof is waived
by Purchaser.


 


6.1.3           Satisfaction
by Seller of the requirements of Section 4b-47 of the Connecticut General Statutes that does not result in any portion of the Property
being set aside or subjected to the grant of an easement or restriction that would materially interfere with the use and enjoyment
of the Property. In the event that any portion of the Property is set aside or subjected to a grant of an easement or restriction
that would materially interfere with the use and enjoyment of the Property, Purchaser shall have the option to terminate the Agreement
or proceed to Closing with no adjustment to the Purchase Price. If Purchaser terminates the Agreement pursuant to this Section
6.1.3, Seller shall return the Deposit to Purchaser and the parties' rights and obligations under this Agreement shall terminate,
except for those that expressly survive termination.


 


6.2.         Waiver
of Purchaser's Conditions. Purchaser shall have the right to waive some or all of the foregoing conditions in its sole and
absolute discretion; provided, however, that no such waiver shall be effective or binding on Purchaser unless it is in writing
and executed by an authorized officer of Purchaser.


 


6.3.         Conditions
for the Benefit of Seller. The obligation of Seller to consummate the conveyance of the Property hereunder is subject to the
full and complete satisfaction or waiver by Seller of each of the following conditions precedent:


 


6.3.1.          Receipt
by Seller of all necessary consents or waivers from the Town with respect to the Town RFR pursuant to Section 3.6. Purchaser
acknowledges that if Seller provides notice to the Town as contemplated by Section 3.6, this Agreement is contingent on
the expiration or waiver of the Town's RFR.


 


6.3.2.          Receipt
by Seller of written acknowledgment(s) from the Town and the Connecticut Office of Policy and Management that Section 10a-109w
of the Connecticut General Statutes has been complied with, such acknowledgement(s) to be in form(s) reasonably acceptable to Seller.


 




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6.3.3.          Satisfaction
of the requirements of all applicable laws of the State of Connecticut to the sale of the Property, including, without limitation,
Section 4b-47 of the Connecticut General Statutes, the Connecticut Environmental Policy Act (Sections 22a-1a through 22a-1h of
the Connecticut General Statutes) (“CEPA”), and the approval of the Treasurer of the State of Connecticut pursuant
to Section 4b-21(f) of the Connecticut General Statutes. With respect to compliance with CEPA, the parties acknowledge and agree
that the transfer of the Property to Purchaser imposes no restrictions on Purchaser's use of the Property, that the future use
of the Property is in the sole discretion of Purchaser, and that Seller therefore cannot determine the potential for significant
environmental impacts on the State's land, water, air or other environmental resources.


 


6.3.4.          Approval
of this Agreement by the Office of the Attorney General of the State of Connecticut.


 


6.3.5.          Approval
or authorization of this Agreement by the Board of Trustees of the University of Connecticut.


 


6.3.6.          The
representations and warranties of Purchaser contained in this Agreement shall be true, complete and accurate in all material respects
on and as of the Effective Date and the Closing Date as if the same were made on and as of such dates.


 


6.3.7.          Purchaser
shall have performed each and every obligation and covenant of Purchaser to be performed hereunder unless performance thereof is
waived by Seller.


 


6.4.         Waiver
of Seller's Conditions. Seller shall have the right to waive some or all of the foregoing conditions in its sole and absolute
discretion; provided, however, that no such waiver shall be effective or binding on Seller unless it is in writing and executed
by an authorized officer of Seller.


 


6.5.         Continuing
Use. Purchaser acknowledges and agrees that Seller is continuing to occupy and use a portion of the Real Property consisting
of the so-called IT Building and the parking area located behind the library building, and will need to continue to do so until
at least September 30, 2018. Purchaser agrees that Seller may continue to occupy such areas, and shall have access rights across
the Real Property to such areas, until September 30, 2018, without the payment of rent or other sums, provided that Seller shall
continue to maintain its current liability insurance with respect to such use; provided, however, if Seller gives Purchaser at
least thirty (30) days' prior written notice, Seller may extend its period of occupancy of such areas for up to an additional sixty
(60) days (i.e., until November 29, 2018), without any obligation to pay rent, which continued use and occupancy by Seller shall
not materially interfere with Purchaser's renovation of the Property. If Seller breaches its obligation to vacate the Property,
Purchaser only may pursue a claim against the Seller pursuant to and in accordance with Chapter 53 of the Connecticut General Statutes.


 




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7.            CLOSING
COSTS AND PRORATIONS. 


 


7.1.         Purchaser's
Costs. Purchaser shall pay at Closing the following costs of closing this transaction:


 


7.1.1.          All
recording fees;


 


7.1.2.          All
premiums, fees and costs associated with the issuance of any policy of title insurance by the Title Company;


 


7.1.3.          The
fees and disbursements of Purchaser's counsel and any other expense(s) incurred by Purchaser or its representative(s) in inspecting
or evaluating the Property or closing this transaction;


 


7.1.4.          Any
and all costs and expenses in connection with obtaining financing for the purchase of the Property;


 


7.1.5.          Fifty
percent (50%) of the amount of any fees and expenses of the Title Company with respect to acting as Escrow Agent;


 


7.1.6.          Any
and all fees and other costs relating to the Remediation of Letter of Credit (as defined in Section 11.5); and


 


7.1.7           Any
and all premiums, fees, and other costs relating to the Environmental Policy (as defined in Section 11.6).


 


7.2.         Seller's
Costs. Seller shall pay at Closing the following costs of closing this transaction:


 


7.2.1.          Fifty
percent (50%) of the amount of any fees and expenses of the Title Company with respect to acting as Escrow Agent;


 


7.2.2.          The
fees and disbursements of Seller's counsel; and


 


7.2.3.          Real
estate conveyance taxes (if any) in connection with the conveyance of the Property by Seller to Purchaser.


 


7.3.         Utility
Deposits. Seller shall have the right to receive any and all deposits held on behalf of Seller by utility companies with respect
to the Property.


 


7.4.         Taxes.
General real estate taxes and special assessments relating to the Property payable during the year in which Closing occurs shall
be prorated with respect to the Property as of the Closing Date in accordance with Connecticut practice, with Seller being responsible
for Taxes (if any) payable during Seller's period of ownership and Purchaser being responsible for Taxes payable from and after
the Closing Date, and further in accordance with the uniform fiscal year method of adjustment.


 




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7.5.         Fence.
The payment obligations under the Fence Contract shall be prorated as of the Closing Date in accordance with Section 3.5.


 


7.6          In
General. Any other costs or charges of closing this transaction not specifically mentioned in this Agreement shall be paid
and adjusted in accordance with local custom or ordinance in the jurisdiction in which the Property is located.


 


7.6.         Purpose
and Intent. Except as expressly provided herein, the purpose and intent as to the provisions of prorations and apportionments
set forth in this Section 7 and elsewhere in this Agreement is that Seller shall bear all expenses of ownership and operation
of the Property during its period of ownership and shall receive all income therefrom accruing through midnight of the day preceding
the Closing Date and Purchaser shall bear all such expenses and receive all such income accruing thereafter.


 


8.            CLOSING
AND ESCROW. 


 


8.1.         Seller's
Deliveries. Seller shall deliver at the Closing the following original documents, each executed and, if required, acknowledged:


 


8.1.1.          A
quitclaim deed conveying title to Purchaser of the Real Property, subject only to the Permitted Exceptions (the “Deed”),
in the form attached hereto as Schedule 8.1.1.


 


8.1.2.          An
assignment of the Ballfield Lease and the Fence Contract to Purchaser by way of an assignment and assumption agreement (the “Assignment
and Assumption Agreement”), conveying to Purchaser all of Seller's rights, title and interest in and to the Ballfield
Lease and the Fence Contract.


 


8.1.3.          An
affidavit pursuant to the Foreign Investment in Real Property Tax Act.


 


8.1.4.          A
certificate from the Executive Secretary of Seller's Board of Trustees certifying the Board's approval of the sale of the Property
to Purchaser in accordance with this Agreement, and evidence of any other State of Connecticut approvals needed for the sale.


 


8.1.5.          Appropriate
evidence of authority, capacity and status of Seller as reasonably required by the Title Company.


 


8.1.6.          An
owner's affidavit, in form reasonably acceptable to Seller and the Title Company and sufficient for the Title Company to delete
any exceptions for (a) mechanics' or materialmen's liens arising from work at the Property which is the responsibility of Seller
hereunder, (b) parties in possession, other than tenants as tenants only (including Seller under Section 6.5), and (c) matters
not shown in the public records.


 


8.1.7.          A
settlement statement (the “Settlement Statement”).


 




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8.1.8.          An
escrow instruction letter.


 


8.1.9.          Such
other documents, certificates and other instruments as may be reasonably required to consummate the transaction contemplated hereby.


 


8.2.         Purchaser's
Deliveries. At the Closing, Purchaser shall execute (except for the Remediation Letter of Credit (as defined in Section
11.5) and the Environmental Policy) and deliver the following:


 


8.2.1.          The
Assignment and Assumption Agreement, pursuant to which Purchaser assumes the Ballfield Lease and the Fence Contract.


 


8.2.2.          Evidence
of Purchaser's authority, and the authority of the person executing any documents at Closing on behalf of Purchaser, acceptable
to Seller and the Title Company, to enter into the transactions contemplated by this Agreement.


 


8.2.3.          The
Settlement Statement.


 


8.2.4.          An escrow instruction letter.


 


8.2.5.          The
Remediation Letter of Credit.


 


8.2.6.          The
Environmental Policy, together with payment in full of all premiums therefor.


 


8.2.7.          Such
other documents, certificates and other instruments as may be reasonably required to consummate the transaction contemplated hereby.


 


8.3.         Possession.
Purchaser shall be entitled to possession of the Property at the conclusion of the Closing (subject to Section 6.5).


 


9.            CASUALTY.


 


If at any time on
or prior to the Closing Date any material portion of the Improvements are destroyed or damaged as a result of fire or any other
cause whatsoever, Seller shall promptly give written notice thereof to Purchaser. In the event of destruction or damage to a material
portion of any of the Improvements on the Property, Purchaser shall have thirty (30) days from receipt of notice of such occurrence
to notify Seller in writing of its intent to terminate this Agreement. Upon termination pursuant to this provision Seller shall
promptly refund the Deposit to Purchaser and the parties shall be relieved of further obligation hereunder, except those that expressly
survive termination of such damage or destruction. In the event of such damage or destruction where Purchaser does not elect to
terminate this Agreement, this Agreement shall remain in full force and effect and the parties shall proceed to Closing without
any adjustment in the Purchase Price. All insurance proceeds shall be paid to an escrow agent reasonably acceptable to Seller and
Purchaser, who shall hold the insurance proceeds until such time as Purchaser shall present reasonable evidence to Seller as to
whether Purchaser wishes to restore or demolish the damaged Improvements. If Purchaser elects to restore the Improvements, then
the insurance proceeds shall be released to Purchaser for such purpose, and Purchaser shall proceed to the restoration of the Improvements.
In the event that not all the insurance proceeds are required for such restoration, then, upon completion of the restoration, the
excess proceeds shall be payable to Seller. If the Purchaser elects to demolish all or any portion of the Improvements, the insurance
proceeds shall be released to Purchaser to the extent necessary for such demolition and the balance of the insurance proceeds shall
be paid to Seller. This Section shall survive Closing.


 




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10.         FAILURE
OF CONDITIONS PRECEDENT; DEFAULT AND REMEDIES.


 


10.1.       Failure
of Conditions Precedent. If any of the conditions precedent stated in Article 6 have not occurred or been satisfied on or before
the Closing Date, Purchaser or Seller, as applicable, may: (a) terminate this Agreement by written notice to the appropriate party
on or before the Closing Date, in which event the appropriate party shall be entitled to receive the Deposit, or (b) to waive such
conditions precedent and proceed to Closing; provided that if the failure to satisfy a condition arises from a default by a party
hereto, the other party may pursue its rights under Section 10.2 or 10.3, as applicable.


 


10.2.       Purchaser
Default. If Purchaser is in default of its obligation to timely purchase the Property, then Seller shall have the option, in
its sole discretion, to terminate this Agreement by giving notice of such termination to Purchaser and the Title Company and receive
the Deposit as liquidated damages. In the event Seller terminates pursuant to this Section 10.2, Purchaser agrees that the
retention of the Deposit by Seller represents a reasonable estimation as of the Effective Date of Seller's damages in the event
of Purchaser's default hereunder, that actual damages would be impracticable or extremely difficult to ascertain, and that the
provision for liquidated damages hereunder does not constitute a penalty. The parties acknowledge that these damages have been
specifically negotiated between themselves and are, among other things, to compensate Seller for taking the Property off the market,
for Seller's costs and expenses associated with this Agreement and for Seller's lost opportunity costs. Purchaser hereby waives
the rights and benefits of any law, rule, regulation, or order now or hereafter existing that would allow Purchaser to claim a
refund of the Deposit as unearned earnest money, a penalty, or for any other reason.


 


10.3.       Seller
Default. In the event Seller shall: (a) fail to sell, transfer and assign the Property to Purchaser in violation of the terms
of this Agreement, (b) fail to perform any other material obligation of Seller hereunder, or (c) intentionally breach any representation
made by Seller under this Agreement, which breach is not cured by the Closing Date, Purchaser shall, as its sole and exclusive
remedy, be entitled to either: (1) declare this Agreement to be null and void and demand in writing and receive the return of the
Deposit whereupon, neither party shall have any further rights, duties or obligations hereunder except as otherwise provided herein;
or (2) pursue a claim against the Seller pursuant to and in accordance with Chapter 53 of the Connecticut General Statutes. Purchaser
specifically waives any and all right to consequential or punitive damages.


 




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10.3.1.        Waiver
of Default. If the Purchaser does not duly notify Seller of the default, or does not give Seller a written notice of termination
hereunder, then (i) the default shall be treated as waived by the Purchaser and (ii) at Closing, Purchaser shall accept the Property
subject to the default without any reduction in the Purchase Price and without any Claims against Seller on account of the default.


 


10.4.       Termination.
Upon any termination of this Agreement pursuant to any right of a party to terminate set forth in this Agreement, (a) the Deposit
shall be paid over to the party entitled to the same, (b) all documents shall be returned by each party to the other party that
delivered the same, and (c) all copies of all Property Documents provided to Purchaser by Seller shall be returned to Seller, whereupon
the parties will have no continuing liability to each other except to the extent expressly stated in any provision of this Agreement.


 


11.          POST-CLOSING
PURCHASER OBLIGATIONS 


 


11.1.       Definitions.
For purposes of this Section 11, the following definitions shall apply:


 


(i)          “Compliance
Completion Event” means receipt by Purchaser and delivery to Seller of written confirmation, reasonably satisfactory to Seller,
by both the Connecticut Department of Energy and Environmental Protection (“DEEP”) and the United States Environmental
Protection Agency (“EPA”) approving the completion of the Site Remediation Measures. Notwithstanding the foregoing,
in the event that, despite commercially reasonable efforts, Purchaser is not able to obtain from EPA and/or DEEP such written confirmation
approving the completion of the Site Remediation Measures, Purchaser may deliver to Seller a written opinion prepared by an Environmental
Professional licensed under Section 22a-133v of the Connecticut General Statutes (or successor thereto) (a “Licensed Environmental
Professional”) reasonably acceptable to Seller that the Site Remediation Measures have been completed, upon which opinion
Seller shall be legally entitled to rely on terms reasonably acceptable to Seller and at no cost to Seller. The delivery to Seller
of such opinion shall constitute a Compliance Completion Event.


 


(ii)         “Environment”
means soil, soil vapor, stream or pond sediment, surface water, groundwater and air, and any other environmental medium.


 


(iii)        “Environmental
Conditions” means any Release of Hazardous Substances as described in the Property Documents, to the extent that such Release
exceeds any applicable criterion set forth in the Connecticut Remediation Standard Regulations (Sections 22a-133k-1 through 22a-133k-3
ofthe Regulations of Connecticut State Agencies) (the “RSRs”), and/or any noncompliance with any applicable Environmental
Law, including, but not limited to, the unauthorized use of, or leaching, migration or disposal of, PCBs in or from the Improvements.
Environmental Conditions shall also include any such condition discovered after Closing.


 




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(iv)        “Hazardous
Substances” means any and all substances (whether solid, liquid or gas) defined, listed, or otherwise classified as pollutants,
contaminants, hazardous wastes, hazardous substances, hazardous materials, toxic materials, extremely hazardous substances, or
words of similar meaning or regulatory effect under any present or future Environmental Laws or that may have a negative impact
on human health or the environment, including, but not limited to, petroleum and petroleum-based products, asbestos and asbestos-containing
materials, polychlorinated biphenyls (“PCBs”), lead-based paint, radon, radioactive materials, flammables and explosives.


 


(v)         “Investigation
and Compliance Costs” means all costs and expenses hereafter required to be incurred for (A) the performance of the Site
Remediation Measures, and (B) the services of one or more environmental consultants, and such other contractors, consultants, engineers,
suppliers and other professionals or entities (including attorneys) engaged to provide goods and services relating to the Site
Remediation Measures.


 


(vi)        “Release”
means any actual or threatened spilling, leaking, pumping, emitting, emptying, discharging, injecting, escaping, leaching, migrating,
dumping or disposing of Hazardous Substances into the Environment.


 


(vii)       “Site
Remediation Measures” means all actions required to assess, investigate, contain, treat, monitor, clean-up, remove, remediate
or in any other way address Environmental Conditions at the Property and render the Property compliant with applicable Environmental
Laws, including, but not limited to the RSRs, to the extent the RSRs are applicable to such Environmental Conditions.


 


11.2.       Responsibility
for Existing Environmental Conditions. Purchaser acknowledges that certain Environmental Conditions exist on the Property,
including, without limitation, the presence of PCBs in certain of the Improvements and Land (the “PCB Conditions”),
and that, in connection with the PCB Conditions, Seller, on or about March 10, 2017, filed with DEEP a Notification of Significant
Environmental Hazard under Section 22a-6u of the Connecticut General Statutes (the “SEH Notification”) and, on February
23, 2017, DEEP issued to Seller Notice of Violation WSPCB017-001 (the “NOV”). Upon execution of this Agreement, Seller
agrees that it will deliver all final sampling and analytic data assessment reports and regulatory submittals in its possession
relating to the PCB Conditions, the SEH Notification and the NOV as part of the Property Documents. The parties agree that the
Purchase Price and other conditions of this Agreement were established based upon the understanding that Purchaser will assume
full responsibility for all Environmental Conditions at the Property, including the PCB Conditions, as of the Closing Date, and
that Purchaser will diligently and in a timely manner complete the Site Remediation Measures to effect a Compliance Completion
Event. Accordingly, from and after Closing, Purchaser shall assume all liabilities, duties and responsibilities imposed by or arising
under applicable Environmental Laws with respect to the Property, including, but not limited to, (i) formally assuming responsibility
to DEEP for compliance with and closure of the NOV and SEH Notification, and (ii) implementing the Site Remediation Measures. Purchaser
shall promptly commence and diligently perform the Site Remediation Measures and any other obligations required by DEEP and/or
EPA with respect to the Environmental Conditions, and shall be solely responsible for and pay all Investigation and Compliance
Costs. Until a Compliance Completion Event has occurred, Purchaser shall provide to Seller on a quarterly basis, on the last business
day of each calendar quarter, a report describing the status of Site Remediation Measures completed as of such date and identifying
the aggregate Investigation and Compliance Costs incurred as of such date, in such reasonable detail as the parties shall agree.
In addition, Purchaser will provide to Seller, promptly after delivery or receipt, as the case may be, copies of all communications
with DEEP, EPA or any other federal, state or local governmental or regulatory authority relating to the Environmental Conditions
at the Property, until such time as a Compliance Completion Event has occurred.


 




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11.3.       Transfer
Act Obligations. The parties hereby agree that neither the Property nor Seller's business operations thereon is an “Establishment,”
as said term is defined in the Connecticut Transfer Act, Sections 22a-134 through 22a-134c of the Connecticut General Statutes
(“Transfer Act”). Notwithstanding the foregoing and without limiting the provisions of Section 11.2 or 11.4
hereof, if, at any time hereafter, DEEP determines that the Property or Seller's business operation thereon is/was an “Establishment”
under the Transfer Act (or similarly characterized under any successor statute, regulation or rule adopted or promulgated after
the Effective Date that supersedes or amends the Transfer Act or enforces obligations coextensive with those extant 1;1nder the
Transfer Act) (a “DEEP Transfer Act Determination”), Purchaser shall execute any and all forms necessary to comply
with the Transfer Act including, without limitation, a Form III (or similar form) as “Transferee” and as the “Certifying
Party,” and an Environmental Condition Assessment Form (or similar form) prepared by a Licensed Environmental Professional,
and shall file such forms as required by law and shall pay all fees and costs associated with such filing and the preparation thereof.
Seller shall sign the Form III (or similar form) as “Transferor.” Purchaser shall be solely responsible for any and
all environmental investigation, remediation and monitoring of the Property and compliance with the Transfer Act or any successor
statute, regulation or rule adopted or promulgated after the Effective Date that supersedes or amends the Transfer Act or enforces
obligations coextensive with those extant under the Transfer Act (Purchaser's obligations under this Section 11.3 and under
the Transfer Act, collectively, the “Purchaser's Transfer Act Obligations”) and Seller shall have no liability to Purchaser
whatsoever for any costs associated with the environmental investigation, remediation or monitoring of the Property. Notwithstanding
anything to the contrary contained herein, nothing in this Section 11.3, shall be deemed to modify any representation, covenant
or condition of Purchaser set forth in this Agreement, nor shall it be deemed a waiver by Seller of any right or remedy available
to Seller under this Agreement.


 


11.4.       Indemnification.
Purchaser covenants and agrees, at its sole cost and expense, to protect, defend, indemnify, release and hold the Seller Related
Parties (as defined in Section 5.4.4) harmless from and against any and all Losses (defined below) imposed upon or incurred
by or asserted against the Seller Related Parties and directly or indirectly arising out of or in any way relating to any one or
more of the following:


 


(a) any current or any future
presence of any Environmental Conditions in, on, above, under or migrating to or from the Property;


 




    	 	21	 



     


    

 


(b) any activity by Purchaser,
any affiliate, member, officer, employee, agent, representative, consultant or contractor of Purchaser (collectively, “Purchaser
Parties”), or any tenant or other user of the Property, in connection with any actual, proposed or threatened use, treatment,
storage, holding, existence, disposition, release, generation, production, manufacturing, processing, refining, control, management,
abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any time located
in, under, on, above, under or migrating to or from the Property;


 


(c) any present or future non-compliance
with or violations of any applicable Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with
the Property or operations thereon;


 


(d) the imposition, recording
or filing or the threatened imposition, recording or filing of any environmental lien encumbering some or all of the Property;


 


(e) any administrative processes
or proceedings or judicial proceedings in any way connected with any matter addressed in this Agreement;


 


(t) any acts of Purchaser or
any tenant or other user of the Property after Closing in arranging for disposal or treatment, or arranging with a transporter
for transport for disposal or treatment, of Hazardous Substances at any facility or incineration vessel containing such or similar
Hazardous Substances;


 


(g) all Investigation and Compliance
Costs;


 


(h) any DEEP Transfer Act Determination
and/or the Purchaser Transfer Act Obligations; and


 


(i) without limiting clauses
(a)-(h), all Losses attributable to, arising from or otherwise occurring in connection with the PCB Conditions and the remediation
(or failure by Purchaser to remediate) thereof.


 


The term “Losses” includes
any losses, damages, costs, fees, expenses, disbursements, claims, suits, judgments, awards, consequential damages, liabilities
(including but not limited to strict liabilities), obligations, debts, fines, penalties, charges, costs of Site Remediation Measures
and other environmental remediation (whether or not performed voluntarily), amounts paid in settlement, litigation costs, reasonable
attorneys' fees, engineers' fees, environmental consultants' fees, and investigation costs (including but not limited to costs
for sampling, testing and analysis of soil, water, air, building materials, and other materials and substances whether solid, liquid
or gas), of whatever kind or nature. Notwithstanding anything to the contrary in this Section 11.4, Purchaser shall not be obligated
to indemnify Seller or any Seller Related Parties for Losses arising from any intentional misconduct of Seller or any Seller Related
Party, provided that nothing in this sentence shall limit Purchaser's indemnification obligations with respect to the PCB Conditions.


 




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11.5.       Remediation
Letter of Credit. In order to ensure that Purchaser performs its obligations to remediate the Environmental Conditions and
has sufficient resources to reimburse Seller for any amounts incurred by Seller in satisfaction of the deductibles or the self-insured
retention under the Environmental Policy required under Section 11.6 hereof, Purchaser shall deliver to Seller at Closing
(a) a letter of credit (the “Remediation Letter of Credit”) or (b) other financial assurance, in a form reasonably
acceptable to Seller, of Purchaser's ability to fulfill and comply with its obligations under Section 11. The Remediation
Letter of Credit shall remain in place until the later of (x) achievement of the Compliance Completion Event, or (y) expiration
of the Environmental Policy. The Remediation Letter of Credit shall (i) be addressed to Seller, (ii) be in the amount equal to
the lesser of (A) Eight Million and No/100 Dollars ($8,000,000.00) or (B) such amount as is provided in a written remediation
plan, the form and substance of which is approved by Seller in its reasonable discretion, from a remediation contractor acceptable
to Seller for the full remediation of all existing Environmental Conditions at the Property, (iii) be for an initial period of
no less than 365 days, with an evergreen provision by which the Remediation Letter of Credit shall automatically renew for additional
periods of 365 days unless the issuer thereof gives at least thirty (30) days' prior written notice to Seller and Purchaser that
the Letter of Credit will terminate at the end of the current period, (iv) not be subject to any conditions to payment other than
submission by Seller of a draw request (with a copy sent to Purchaser) stating (A) that Purchaser has defaulted on its obligation
to diligently and in a timely manner complete the Site Remediation Measures and achieve a Compliance Completion Event, which default
may, but not need be, evidenced by correspondence from, or an enforcement response by, either EPA or DEEP alleging that Purchaser
(or Seller derivatively through the NOV or SEH Notification) has failed to comply with any applicable Environmental Law or plan
submitted to or approved by EPA, DEEP or a Licensed Environmental Professional relative to the Environmental Conditions, or (B)
that Purchaser has failed to promptly reimburse Seller for any amounts incurred by Seller in satisfaction of the deductibles or
the self-insured retention under the Environmental Policy, or (C) that such letter of credit will be expiring within ten (10)
days, and Purchaser has failed to replace such letter of credit with a comparable letter of credit reasonably acceptable to Seller.
Notwithstanding the foregoing, except with respect to a draw under clause (C) of the immediately preceding sentence, Seller shall
not submit a draw request to the issuer of the Remediation Letter of Credit until Seller has provided Purchaser a notice of default,
and Purchaser has failed to cure such default within, as to a default described in clause (A) of the immediately preceding sentence,
sixty (60) days, and, as to a default under clause (B) of the immediately preceding sentence, ten (10) days. In the event that
the issuer of the Remediation Letter of Credit provides notice that such letter of credit will expire at the end of its current
term, then Purchaser shall obtain and deliver to Seller a replacement letter of credit on terms comparable to the Remediation
Letter of Credit and reasonably acceptable to Seller no later than fifteen (15) days prior to the date of such expiration. Any
such replacement letter of credit shall be for a term no less than 365 days and shall contain an evergreen provision. Notwithstanding
the foregoing, upon the achievement of the Compliance Completion Event, Purchaser may reduce the amount of the Remediation Letter
of Credit to the amount of the deductibles or the self-insured retention, as applicable, under the Environmental Policy, as such
amount is reasonably determined by Seller and Purchaser.


 




    	 	23	 



     


    

 


11.6.     
Environmental Insurance. The parties acknowledge and agree that, on or about the Closing Date, a site-specific environmental
pollution legal liability (PLL) insurance policy will be bound in conjunction with the consummation of the transaction contemplated
by this Agreement (the “Environmental Policy”) pursuant to the terms of this Section 11.6. At a minimum, the
Environmental Policy will: (i) provide coverage for cleanup obligations and third party claims (e.g., bodily injury and property
damage) resulting from unknown existing Environmental Conditions; (ii) identify the University of Connecticut as first named insured
and the State of Connecticut as a named insured; (iii) have a term of at least five (5) years; (iv) provide limits of coverage
and deductibles or self-insured retentions in amounts satisfactory to Seller in the exercise of its reasonable business judgement;
and (v) be provided or issued by a solvent and responsible insurance company licensed to do business in the State of Connecticut.
Seller shall provide Purchaser with the Environmental Policy for Purchaser's review and approval prior to the Closing Date, such
approval not to be unreasonably withheld, conditioned, denied or delayed. The parties agree that Purchaser will be solely responsible
for payment of the premium of the Environmental Policy, including any associated filing fees and taxes, up to a maximum amount
of $250,000 (the “Premium Cap”), and that such payment shall be made by Purchaser at or prior to the Closing Date.
Satisfaction of any deductibles or self-insured retention associated with the Environmental Policy shall be the responsibility
of Purchaser, and shall be secured by the Remediation Letter of Credit. In the event that an Environmental Policy is not available
at a cost equal to or less than the Premium Cap, and on satisfactory terms, Seller shall have the choice, in its sole discretion,
to (i) waive the requirement of the Environmental Policy and proceed to Closing with no adjustment in the Purchase Price, (ii)
pay the portion of the premium for the Environmental Policy above the Premium Cap and proceed to Closing with no adjustment to
the Purchase Price, or (iii) terminate this Agreement, in which case the Deposit shall be returned to Purchaser. The parties agree
that the failure of Purchaser to perform in accordance with the terms of this Section 11.6 would constitute a material
breach of the terms of this Agreement.


 


11.7.       Survival.
The parties agree that the terms of this Section 11 shall survive Closing indefinitely.


 


12.         NOTICES.
Any notice required or permitted to be given hereunder may be served by a party or its attorney (on behalf of such party)
and must be in writing and shall be deemed to be given when (a) hand delivered, (b) one (1) business day after pickup for overnight
delivery by United Parcel Service or Federal Express, or another similar overnight express service, (c) transmitted by telecopy
or facsimile, provided that confirmation of the receipt of same is noted upon transmission of same by the sender's telecopy machine,
and a counterpart of such notice is also delivered pursuant to one of the two manners specified in Sections 12(a) or 12(b) above, or (d) transmitted by signed email attachment (e.g. “.pdf” or “.tif”) delivery of which shall
be deemed given upon receipt by the intended recipient confirmed back to the transmitting party by either a “delivery receipt”
or “read receipt”, provided that a counterpart of such notice is also delivered pursuant to one of the two manners
specified in Sections 12(a) or 12(b) above, in each case addressed to the parties at their respective addresses
set forth below:


 




    	 	24	 



     


    

 


If to
Seller:             The University of Connecticut

Office of the General Counsel

343 Mansfield Road, Unit 1177

Storrs, Connecticut 06269-1177

Attention: Richard F. Orr, Esq.

Telephone: (959) 200-3903

Email: richard.orr@uconn.edu


 


With copies
to:       Shipman & Goodwin LLP

One Constitution Plaza

Hartford, CT 06103

Attention: William G. Rock, Esq.

Telephone: (860) 251-5121

E-mail: wrock@goodwin.com


 


If to
Purchaser:       Seven Stars Cloud Group, Inc.

55 Broadway, 19th Floor

New York, New York 10007

Attention: Richard Frankel, Esq.

Telephone: (646) 879-9164

Email: rfrankel@rmfcmc. com


 


With a copy
to:       William Butler, Esq.

44 Church Street

West Haven, CT 06516

Telephone: (203) 932-6336 (ext. 12)

Email: wbutler@scctlaw. com


 


or in each case to such other address
as either party may from time to time designate by giving notice in writing pursuant to this Section 12 to the other party.
Telephone numbers are for informational purposes only. Effective notice will be deemed given only as provided above, except as
otherwise expressly provided in this Agreement.


 


13.          MISCELLANEOUS.


 


13.1.       Entire
Agreement. This Agreement, together with the Schedules and Exhibits attached hereto, all of which are incorporated by reference,
is the entire agreement between the parties with respect to the subject matter hereof, and no alteration, modification or interpretation
hereof shall be binding unless in writing and signed by both parties and approved by the Office of the Attorney General of the
State of Connecticut. This Agreement supersedes in its entirety any other agreement (written or verbal) entered into by the parties
with respect to the Property.


 




    	 	25	 



     


    

 


13.2.       Severability.
If any provision of this Agreement or its application to any party or circumstances shall be determined by any court of competent
jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision
to such person or circumstances, other than those as to which it is so determined invalid or unenforceable, shall not be affected
thereby, and each provision hereof shall be valid and shall be enforced to the fullest extent permitted by law.


 


13.3.       Assignability.
Purchaser may not directly or indirectly assign or transfer any of its rights, obligations or interests under this Agreement to
any person or entity without the prior written consent or approval of Seller; provided, however that Seller hereby consents to
Purchaser's assignment of all of Purchaser's rights, obligations and interests under this Agreement to an entity which owned and
controlled by Purchaser, so long as notice of such assignment and a copy of the related assignment documentation is provided not
less than five (5) days prior to the Closing Date. Upon any such assignment or other transfer, Purchaser and such assignee or transferee
shall be jointly and severally liable for the obligations of Purchaser under this Agreement, which liability shall survive the
assignment or transfer and the Closing.


 


13.4.       Successors
Bound. This Agreement shall be binding upon and inure to the benefit of Purchaser and Seller and their respective successors
and permitted assigns.


 


13.5.       No
Public Disclosure. The parties acknowledge that' this Agreement shall not be effective until it is approved or authorized by
the Board of Trustees of the University of Connecticut and approved by the Office of the Attorney General of the State of Connecticut.
Purchaser and Seller agree that neither party will voluntarily disclose or issue a press release or other form of dissemination
of information to the media about this Agreement until after the Agreement is effective. Once the Agreement is effective, the parties
will collaborate in good faith on the timing and manner of disclosing the sale of the Property to the media. Purchaser will give
Seller reasonable prior notice of all press releases or other dissemination of information to the media or responses to requests
from the media for information relating to the transaction contemplated herein, and Seller shall have an opportunity to comment
on the same.


 


13.6.      Captions;
Interpretation. The captions in this Agreement are inserted only as a matter of convenience and for reference and in no way
define, limit or describe the scope of this Agreement or the scope or content of any of its provisions. Whenever the context may
require, words used in this Agreement shall include the corresponding feminine, masculine, or neuter forms, and the singular shall
include the plural and vice versa. Unless the context expressly indicates otherwise, all references to “Section” are
to sections of this Agreement.


 


13.7.       No
Partnership. Nothing contained in this Agreement shall be construed to create a partnership or joint venture between the parties
or their successors in interest or permitted assigns.


 


13.8.       RESERVED.


 






    	 	26	 



     


    



 


13.9.       Counterparts.
This Agreement may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed
to be an original and all of which shall constitute one and the same instrument. Delivery of an executed counterpart of a signature
page of this Agreement in portable document format (“.pdf”) or by facsimile transmission shall be effective as delivery
of a manually executed original counterpart of this Agreement.


 


13.10.     Recordation.
Purchaser and Seller agree not to record this Agreement or any memorandum hereof with the Town Clerk of West Hartford or in any
other public recording office.


 


13.11.     Proper Execution.
This Agreement shall have no binding force and effect on either party unless and until both Purchaser and Seller shall have executed
and delivered this Agreement and it has been reviewed and approved by the Attorney General of the State of Connecticut.


 


13.12.     Waiver.
No waiver of any breach of any agreement or provision contained herein shall be deemed a waiver of any preceding or succeeding
breach of any other agreement or provision herein contained. No extension of time for the performance of any obligation or act
shall be deemed an extension of time for the performance of any other obligation or act.


 


13.13.     Business
Days. If any date herein set forth for the performance of any obligations by Seller or Purchaser or for the delivery of any
instrument or notice as herein provided should fall on a Saturday, Sunday or Legal Holiday (defined below), the compliance with
such obligations or delivery shall be deemed acceptable on the next business day following such Saturday, Sunday or Legal Holiday.
As used herein, the term “Legal Holiday” shall mean any day on which state offices in the State of Connecticut
are not open for business.


 


13.14.     Limitation
of Liability. No present or future partner, director, officer, member, shareholder, employee, advisor, affiliate, servicer
or agent of or in Seller, Purchaser or any affiliate of any of the foregoing will have any personal liability, directly or indirectly,
under or in connection with this Agreement or any agreement made or entered into under or in connection with the provisions of
this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter. The
limitations of liability contained in this paragraph will survive the termination of this Agreement or the Closing, as applicable,
and are in addition to, and not in limitation of, any limitation on liability applicable to either party provided elsewhere in
this Agreement or by law or by any other contract, agreement or instrument. In no event will Seller or Purchaser be liable for
any consequential, exemplary or punitive damages under any circumstances in connection with this Agreement or the transaction contemplated
hereby.


 




    	 	27	 



     


    

 


13.15.     Prohibited
Persons and Transactions. Purchaser represents and warrants that: (i) Purchaser is not a Prohibited Person (defined below);
(ii) none of its investors, affiliates or brokers or other agents (if any), acting or benefiting in any capacity in connection
with this Agreement is a Prohibited Person; (iii) the funds or other assets Purchaser will transfer to Seller under this Agreement
are not the property of, or beneficially owned, directly or indirectly, by a Prohibited Person; and (iv) the funds or other assets
Purchaser will transfer to Seller under this Agreement are not the proceeds of specified unlawful activity as defined by 18 U.S.C. § 1956(c)(7). “Prohibited Person” means any of the following: (a) a person or entity that is
listed in the Annex to, or is otherwise subject to the provisions of, Executive Order No. 13224 on Terrorist Financing (effective
September 24, 2001) (the “Executive Order”); (b) a person or entity owned or controlled by, or acting
for or on behalf of any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive
Order; (c) a person or entity that is named as a “specially designated national” or “blocked person” on
the most current list published by the U.S. Treasury Department's Office of Foreign Assets Control (“OFAC”)
at its official website, http://www.treas.gov/offices/enforcement/ofac; (d) a person or entity that is otherwise the target of
any economic sanctions program currently administered by OFAC; or (e) a person or entity that is affiliated with any person or
entity identified in clause (a), (b), (c) and/or (d) above. Purchaser agrees to indemnify, defend, and hold Seller and each Seller
Related Party harmless from and against any and all claims, damages, losses, risks, liabilities, and expenses (including attorney's
fees and costs) arising from or related to any breach of the foregoing representations and warranties. The foregoing representations
and related indemnification obligations shall survive Closing and any termination of this Agreement.


 


13.16.     Confidentiality.
Except for Seller's disclosure to the Town, and subject to the immediately succeeding paragraphs and as required by law, the parties
agree to keep all Confidential Information (defined below) confidential and not to disclose or reveal any Confidential Information
to any person other than their respective representatives, and, in such case, only on a “need to know” basis. The parties
shall undertake commercially reasonable efforts to safeguard and protect the confidentiality of any Confidential Information. Each
party shall not disclose any Confidential Information to any of its representatives unless such representatives have been informed
of the confidential nature of such information and have agreed to act in accordance with the terms and conditions of this Section
13.16. Except as otherwise provided herein, each party acknowledges and agrees that all negotiations regarding this Agreement and
the transactions contemplated herein shall be treated as confidential.


 


13.16.1       Notwithstanding
the immediately preceding paragraph, Purchaser acknowledges that all information, documentation and materials associated with
this Agreement in the possession of the Seller, including documents received from Purchaser, are subject to the Connecticut Freedom
of Information Act (“FOIA”). Under FOIA, if a member of the public requests documents in Seller's possession,
Seller is required by law to disclose the documents, subject to certain exemptions. Any information submitted to Seller that Purchaser
considers Confidential Information shall be clearly labeled “CONFIDENTIAL” when Purchaser submits the same to the
Seller, but Seller provides no assurance whether any such submitted information shall be legally exempt from release pursuant
to FOIA. Seller will use reasonable efforts not to disclose, and to notify Purchaser of any requests Seller receives to disclose,
any information so marked that Seller deems to be exempt from public disclosure under FOIA. However, in the event of a request
for such information, Purchaser, at its costs and expense, will be solely responsible for contesting the disclosure of such information
pursuant to FOIA. Purchaser will be responsible for intervening in, and/or petitioning to be a party to (i) any appeal before
the Connecticut Freedom of Information Commission as permitted by FOIA and the regulations promulgated thereunder, and (ii) any
judicial proceedings. Seller may determine, in its sole discretion, whether or not to appear or participate in any hearing or
proceeding.


 




    	 	28	 



     


    

 


13.16.2       In
the event that Purchaser receives any demand, order or other legal process compelling disclosure of Confidential Information concerning
Seller or the Property, Purchaser shall promptly notify Seller in writing prior to making any disclosure in order to afford Seller
the opportunity, at Seller's sole cost and expenses, to take legal action opposing such disclosure.


 


13.16.3       Disclosure
by either Purchaser or Seller of any Confidential Information in any instance shall not relieve such party from its obligation
to adhere to the confidentiality obligations imposed by this Agreement in all other instances and for all other purposes.


 


13.16.4       The
term “Confidential Information” shall be deemed to include all information concerning Seller, Purchaser or the
Property (whether obtained in connection with any Inspections, due diligence exercise or otherwise) which is furnished to Seller,
Purchaser or any of their respective representatives, clients, directors, officers, employees, affiliates, brokers, principals,
agents, and advisors (each, an “Interested Party”), by or on behalf of Purchaser or Seller, as the case may
be, including any notes, analyses, compilations, studies, interpretations and other documents prepared by Seller, Purchaser or
an Interested Party from the information furnished to it by Purchaser or Seller, as the case may be, together with any information
gathered in connection with any investigation of the Property by Seller, Purchaser or any of their respective Interested Parties,
provided that Confidential Information does not include information (i) which is or becomes generally available to the public other
than as a result of a disclosure in violation of this Agreement, (ii) is lawfully obtained or obtainable from a source other than
Seller, Purchaser or an Interested Party, provided such source is not known by the other party or its related Interested Parties
to be bound by contract, law, or fiduciary obligation not to disclose such information, or (iii) information independently developed
or prepared by Seller, Purchaser or an Interested Party.


 


13.16.5       This
Section 13.16 shall survive Closing or the termination of this Agreement.


 


13.17.     Forum
and Choice of Law. The parties deem the Agreement to have been made in the City of Hartford, State of Connecticut. The parties
agree that it is fair and reasonable for the validity and construction of the Agreement to be, and it shall be, governed by the
laws and court decisions of the State of Connecticut, without giving effect to its principles of conflicts of laws. To the extent
that any immunities provided by Federal law or the laws of the State of Connecticut do not bar an action against the Seller, and
to the extent that these courts are courts of competent jurisdiction, for the purpose of venue, the complaint shall be made returnable
to the Judicial District of Hartford only or shall be brought in the United States District Court for the District of Connecticut
only, and shall not be transferred to any other court, provided, however, that nothing in this Agreement constitutes a waiver or
compromise of the sovereign immunity of the State of Connecticut. Purchaser waives any objection which it may now have or will
have to the laying of venue of any claims in any forum and further irrevocably submits to such jurisdiction in any suit, action
or proceeding.


 




    	 	29	 



     


    

 


13.18      Sovereign
Immunity. Purchaser acknowledges and agrees that nothing in this Agreement shall be construed as a modification, compromise
or waiver by Seller of any rights or defenses of any immunities provided by Federal law or the laws of the State of Connecticut
to the State of Connecticut or any of its agencies, instrumentalities, officers and employees, which they may have had, now have
or will have with respect to all matters arising out of this Agreement. To the extent that this section conflicts with any other
section, this section shall govern.


 


13.19.     Addenda.
Attached to this Agreement as Schedule 13.19 are certain required State of Connecticut contract provisions, which are incorporated
into and made a part of this Agreement as if fully set forth herein. Such contract provisions, as well as Section 13 generally,
shall remain in effect for so long as any obligations under this Agreement remain to be performed, including, without limitation,
under Section 11 hereof.


 


13.20.     Third
Party Claims. Except as provided in Section 11 or Section 5.4, or as otherwise expressly provided in this Agreement,
Purchaser has not agreed to take responsibility for third party claims against Seller, whether known or unknown, accruing (i) prior
to Closing and arising from Seller's ownership and operation of the Property, or (ii) post-Closing with respect to Seller's occupancy
and continuing use of a portion of the Property in accordance with Section 6.5 hereof. By way of example, Purchaser is not assuming
responsibility for a slip and fall claim by a third party against Seller accruing prior to Closing. At Closing, Seller will provide
Purchaser with a written list of any such third party claims that have been asserted or threatened in writing. Nothing in this
Section 13.20 shall limit, reduce or modify any of Purchaser's obligations and agreements set forth in Section 11
or Section 5.4.


 


13.21      Economic
Assistance and Collaboration. The parties acknowledge that Purchaser has sought economic assistance from various agencies or
instrumentalities of the State of Connecticut in connection with establishing a business presence in the State. Purchaser and Seller
have also discussed opportunities for collaboration in technology, engineering and other matters. The parties agree that the transfer
of the Property pursuant to this Agreement is independent of, and in no way conditional upon, any such economic assistance or collaboration.


 


[SIGNATURE PAGES FOLLOW]


 




    	 	30	 



     


    

 


IN WITNESS WHEREOF, Purchaser and
Seller have executed this Agreement as of the date set forth above, to be effective as of the Effective Date.


 


	 	SELLER:
	 	THE STATE OF CONNECTICUT,
	 	ACTING BY AND THROUGH
	 	THE UNIVERSITY OF CONNECTICUT
	 	 	 
	 	By:	/s/ Scott A. Jordan
	 	Name:	Scott A. Jordan
	 	Title:	Executive Vice President for Administration and Chief Financial Officer
	 	 
	 	PURCHASER:
	 	SEVEN STARS CLOUD GROUP, INC.
	 	 	 
	 	By:	/s/ Robert Benya
	 	Name:	Robert Benya
	 	Title:	President


 


APPROVED:


 


ATTORNEY GENERAL


OF THE STATE OF CONNECTICUT


 


	By:	 	 
	Name:	 	 
	Title:	 	 
	Date:	 	 


 




     


     


    

 


SCHEDULE 1.1.1


 


Real Property Description


 


All those certain pieces or parcels of
land, together with the buildings and improvements thereon, situated in the Town of West Hartford, County ofHartford, and State
of Connecticut, more particularly bounded and described as follows, to wit:


 


PARCEL 1:


 


	SOUTHERLY:	 	by Asylum Avenue, 1303.30 feet;
	 	 	 
	WESTERLY:	 	by Lots Number 31, 30, 29, 28, 27, 26, 25, 24, 23, 22,21 and 20 on a Map on file in the Town Clerk's Office in said Town of West Hartford entitled “Map of Sunny Slope Property of Sunny Slope Inc. West Hartford, Conn. Scale 1"  = 100' Nov. 1927 F.B. Chamberlin C.E.” 955.31 feet;
	 	 	 
	NORTHERLY:	 	by a portion of Lot 14 and all of Lots 15 and 16 on a Map on file in the Town Clerk's Office in said Town of West Hartford entitled “Property ofThomas Lawler, Inc. Lawler Road West Hartford, Conn. March 1951 Scale 1" = 100' P. Martelli Civil Eng’r.”, 237.30 feet;
	 	 	 
	WESTERLY AGAIN:	 	by Lot 16 on said Map entitled “Property ofThomas Lawler, Inc. Lawler Road West Hmiford, Conn. March 1951 Scale 1" = 100' P. Martelli Civil Eng’r.”, 157.74 feet;
	 	 	 
	NORTHERLY AGAIN:	 	by Lawler Road, 763.87 feet;
	 	 	 
	NORTH-EASTERLY:	 	by the curve connecting Lawler Road and Trout Brook Drive, 27.08 feet;
	 	 	 
	EASTERLY:	 	by Trout Brook Drive, 1389.33 feet;
	 	 	 
	SOUTH-EASTERLY:	 	by the curve connecting Trout Brook Drive and Asylum A venue, 31.42 feet.
	 	 	 
	PARCEL2:	 	 
	 	 	 
	SOUTHERLY:	 	by Asylum Avenue, 560.83 feet;
	 	 	 
	SOUTH-WESTERLY:	 	by the curve connecting Asylum A venue and Trout Brook Drive, 31.42 feet;


 




    	 	32	 



     


    

 


	WESTERLY:	 	by Trout Brook Drive, 1362.81 feet;
	 	 	 
	NORTH-WESTERLY:	 	by the curve connecting Trout Brook Drive and Lawler Road, 48.24 feet;
	 	 	 
	NORTHERLY:	 	by Lawler Road, 760.85 feet;
	 	 	 
	EASTERLY:	 	by Lot 12 on a Map on file in the Town Clerk's Office in said Town of West Hartford entitled “Corrected Map of Dryads Grove Section A West Hartford, Conn. property of Thomas Lawler, Inc. 1" = 40' Sept. 1943 Batchelor & Barker Eng'rs.” 144.3 7 feet;
	 	 	 
	NORTHERLY AGAIN:	 	by Lot 12 and a portion of Lot 10 on said Map entitled “Corrected Map of Dryads Grove Section A West Hartford, Conn. property of Thomas Lawler, Inc. 1" = 40' Sept. 1943 Batchelor & Barker Eng'rs.”, 124.54 feet;
	 	 	 
	EASTERLY AGAIN:	 	by land now or formerly of Saint Joseph College Corporation, 1443.47 feet.


 


All as shown on a Map to be filed in the
Town Clerk's Office of said Town of West Hartford, Connecticut entitled “Property Proposed To Be Conveyed From Phoenix Mutual
Life Ins. Co. to State of Connecticut Asylum Ave., Trout Brook Dr. & Lawler Rd. West Hartford Connecticut Scale 1” =
100' April 1961 F. Perry Close Civil Engineer”.


 


Less and excepting therefrom all that certain
real property set forth in a Transfer of Custody and Control from the University of Connecticut to the Department of Environmental
Protection, of the State of Connecticut dated December 9, 1980 and recorded March 11, 1981 in Volume 765 at Page 102 of the West
Hartford Land Records.


 




    	 	33	 



     


    

 


SCHEDULE 2.2


 


WIRE TRANSFER INSTRUCTIONS


 


	Account Name:	State of Connecticut, Block Pending, Cash Management Division
	Bank Name/Address:	Bank of America, Hartford, CT 06103
	Account Number:	000054763
	Routing and Transit Number for Wire payments (ABA):   026009593
	Amount to Transfer	$520,000.00
	Reference Line:	KFS Account: 4297250
	Contact Person:	Kimberley Rourke, Acctg Office, University of CT
	SWIFT/BIC:	BOFAUS3N
	CHIPS:	0959


 




    	 	34	 



     


    

 


SCHEDULE 3.4


 


Title Insurance Commitment


 




    	 	35	 



     


    

 


	
         

         

         

        

        Commitment
	
        ALTA Commitment for Title Insurance

         

        ISSUED BY

         

        First American Title Insurance Company



 


COMMITMENT FOR TITLE INSURANCE


 


Issued By


 


FIRST AMERICAN TITLE INSURANCE COMPANY


 


NOTICE


 


IMPORTANT-READ CAREFULLY: THIS
COMMITMENT IS AN OFFER TO ISSUE ONE OR MORE TITLE INSURANCE POLICIES. ALL CLAIMS OR REMEDIES SOUGHT AGAINST THE COMPANY INVOLVING
THE CONTENT OF THIS COMMITMENT OR THE POLICY MUST BE BASED SOLELY IN CONTRACT.


 


THIS COMMITMENT IS NOT AN ABSTRACT OF TITLE,
REPORT OF THE CONDITION OF TITLE, LEGAL OPINION, OPINION OF TITLE, OR OTHER REPRESENTATION OF THE STATUS OF TITLE. THE PROCEDURES
USED BY THE COMPANY TO DETERMINE INSURABILITY OF THE TITLE, INCLUDING ANY SEARCH AND EXAMINATION, ARE PROPRIETARY TO THE COMPANY,
WERE PERFORMED SOLELY FOR THE BENEFIT OF THE COMPANY, AND CREATE NO EXTRACONTRACTUAL LIABILITY TO ANY PERSON, INCLUDING A PROPOSED
INSURED.


 


THE COMPANY’S OBLIGATION UNDER THIS
COMMITMENT IS TO ISSUE A POLICY TO A PROPOSED INSURED IDENTIFIED IN SCHEDULE A IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF THIS
COMMITMENT. THE COMPANY HAS NO LIABILITY OR OBLIGATION INVOLVING THE CONTENT OF THIS COMMITMENT TO ANY OTHER PERSON.


 


COMMITMENT TO ISSUE POLICY


 


Subject to the Notice; Schedule B, Part
I—Requirements; Schedule B, Part II—Exceptions; and the Commitment Conditions, First American Title Insurance
Company, a Nebraska Corporation (the “Company”), commits to issue the Policy according to the terms
and provisions of this Commitment. This Commitment is effective as of the Commitment Date shown in Schedule A for each Policy
described in Schedule A, only when the Company has entered in Schedule A both the specified dollar amount as the Proposed Policy
Amount and the name of the Proposed Insured.


 


If all of the Schedule B, Part I—Requirements
have not been met within six months after the Commitment Date, this Commitment terminates and the Company’s liability and
obligation end.


 


First American Title Insurance Company


 


	/s/ Dennis J. Gilmore	 
	Dennis J. Gilmore, President	 
	 	 
	/s/ Jeffrey S. Robinson	 
	Jeffrey S. Robinson, Secretary	 


 


If this jacket was created electronically,
it constitutes an original document


 


This page is only a part of a 2016
ALTA® Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid
without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I—Requirements;
Schedule B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form.


 




    	Form 5030000 (1-31-17)            Page 1 of 9	ALTA Commitment for Title Insurance (8-1-16)



     


    

 


COMMITMENT CONDITIONS


 


		1.	DEFINITIONS



 


		(a)	“Knowledge” or “Known”: Actual or imputed knowledge, but not constructive
notice imparted by the Public Records.



		(b)	“Land”: The land described in Schedule A and affixed improvements that by law constitute
real property. The term “Land” does not include any property beyond the lines of the area described in Schedule A,
nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but
this does not modify or limit the extent that a right of access to and from the Land is to be insured by the Policy.



		(c)	“Mortgage”: A mortgage, deed of trust, or other security instrument, including one
evidenced by electronic means authorized by law.



		(d)	“Policy”: Each contract of title insurance, in a form adopted by the American Land
Title Association, issued or to be issued by the Company pursuant to this Commitment.



		(e)	“Proposed Insured”: Each person identified in Schedule A as the Proposed Insured of
each Policy to be issued pursuant to this Commitment.



		(f)	“Proposed Policy Amount”: Each dollar amount
specified in Schedule A as the Proposed Policy Amount of each Policy to be issued pursuant to this Commitment.



		(g)	“Public Records”: Records established under
state statutes at the Commitment Date for the purpose of imparting constructive notice of matters relating to real property to
purchasers for value and without Knowledge.



		(h)	“Title”: The estate or interest described in
Schedule A.



 


		2.	If all of the Schedule B, Part I—Requirements have not
been met within the time period specified in the Commitment to Issue Policy, this Commitment terminates and the Company’s
liability and obligation end.



 


		3.	The Company’s liability and obligation is limited
by and this Commitment is not valid without:



 


		(a)	the Notice;



		(b)	the Commitment to Issue Policy;



		(c)	the Commitment Conditions;



		(d)	Schedule A;



		(e)	Schedule B, Part I—Requirements;



		(f)	Schedule B, Part II—Exceptions; and



		(g)	a counter-signature by the Company or its issuing agent
that may be in electronic form.



 


		4.	COMPANY’S RIGHT TO AMEND



 


The Company may amend this Commitment
at any time. If the Company amends this Commitment to add a defect, lien, encumbrance, adverse claim, or other matter recorded
in the Public Records prior to the Commitment Date, any liability of the Company is limited by Commitment Condition 5. The Company
shall not be liable for any other amendment to this Commitment.


 


		5.	LIMITATIONS OF LIABILITY



 


		(a)	The Company’s liability under Commitment Condition
4 is limited to the Proposed Insured's actual expense incurred in the interval between the Company’s delivery to the Proposed
Insured of the Commitment and the delivery of the amended Commitment, resulting from the Proposed Insured's good faith reliance
to:



		(i)	comply with the Schedule B, Part I—Requirements;



		(ii)	eliminate, with the Company’s written consent, any
Schedule B, Part II—Exceptions; or



		(iii)	acquire the Title or create the Mortgage covered by this
Commitment.






		(b)	The Company shall not be liable under Commitment Condition
5(a) if the Proposed Insured requested the amendment or had Knowledge of the matter and did not notify the Company about it in
writing.



		(c)	The Company will only have liability under Commitment Condition
4 if the Proposed Insured would not have incurred the expense had the Commitment included the added matter when the Commitment
was first delivered to the Proposed Insured.



		(d)	The Company’s liability shall not exceed the lesser
of the Proposed Insured's actual expense incurred in good faith and described in Commitment Conditions 5(a)(i) through 5(a)(iii)
or the Proposed Policy Amount.



		(e)	The Company shall not be liable for the content of the
Transaction Identification Data, if any.



		(f)	In no event shall the Company be obligated to issue the
Policy referred to in this Commitment unless all of the Schedule B, Part I—Requirements have been met to the satisfaction
of the Company.



		(g)	In any event, the Company’s liability is limited
by the terms and provisions of the Policy.



 


		6.	LIABILITY OF THE COMPANY MUST BE BASED ON THIS COMMITMENT



 


		(a)	Only a Proposed Insured identified in Schedule A, and no
other person, may make a claim under this Commitment.



		(b)	Any claim must be based in contract and must be restricted
solely to the terms and provisions of this Commitment.



 


This page is only a part of a 2016
ALTA® Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid
without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I—Requirements; Schedule
B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form.


  




    	Form 5030000 (1-31-17)            Page 2 of 9	ALTA Commitment for Title Insurance (8-1-16)



     


    

 


		(c)	Until the Policy is issued, this Commitment, as last revised,
is the exclusive and entire agreement between the parties with respect to the subject matter of this Commitment and supersedes
all prior commitment negotiations, representations, and proposals of any kind, whether written or oral, express or implied, relating
to the subject matter of this Commitment.



		(d)	The deletion or modification of any Schedule B, Part II—Exception
does not constitute an agreement or obligation to provide coverage beyond the terms and provisions of this Commitment or the Policy.



		(e)	Any amendment or endorsement to this Commitment must be
in writing and authenticated by a person authorized by the Company.



		(f)	When the Policy is issued, all liability and obligation
under this Commitment will end and the Company’s only liability will be under the Policy.



 


		7.	IF THIS COMMITMENT HAS BEEN ISSUED BY AN ISSUING AGENT



 


The issuing agent is the Company’s
agent only for the limited purpose of issuing title insurance commitments and policies. The issuing agent is not the Company’s
agent for the purpose of providing closing or settlement services.


 


		8.	PRO-FORMA POLICY



 


The Company may provide, at
the request of a Proposed Insured, a pro-forma policy illustrating the coverage that the Company may provide. A pro-forma policy
neither reflects the status of Title at the time that the pro-forma policy is delivered to a Proposed Insured, nor is it a commitment
to insure.


 


		9.	ARBITRATION



 


The Policy contains an arbitration
clause. All arbitrable matters when the Proposed Policy Amount is $2,000,000 or less shall be arbitrated at the option of either
the Company or the Proposed Insured as the exclusive remedy of the parties. A Proposed Insured may review a copy of the arbitration
rules at http://www.alta.org/arbitration.


 


This page is only a part of a 2016
ALTA® Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid
without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I—Requirements; Schedule
B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form.


 




    	Form 5030000 (1-31-17)            Page 3 of 9	ALTA Commitment for Title Insurance (8-1-16)



     


    

 


	
         

         

         

        Schedule A
	
        ALTA Commitment for Title Insurance

         

        ISSUED BY

         

        First American Title Insurance Company



 


Transaction Identification Data
for reference only:


	Issuing Agent: William A Butler, Esq.	Issuing Office:
	ALTA® Universal ID:	Loan ID No.:
	Commitment No.: CTHART4020367	Issuing Office File No.:


Property Address: 1800 Asylum Avenue (Parcel
1), 1700 Asylum Avenue (Parcel 2) West Hartford, CT


Revision No.:


 


SCHEDULE A


 


		1.	Commitment Date: May 24, 2018 @ 8:00 a.m.



 


		2.	Policy or Policies to be issued:






		(a)	 ̈ ALTA®
Owner's Policy of Title Insurance (6-17-06)



 ̈
EAGLE Owner's Policy (2-3-10)


Proposed Insured:


Proposed Policy Amount: $


		(b)	 ̈ ALTA®
Loan Policy of Title Insurance (6-17-06)



 ̈
EAGLE Loan Policy (7-26-10)


Proposed Insured:


Proposed Policy Amount: $


		(c)	 ̈ ____
ALTA® ___ Policy



Proposed Insured:


Proposed Policy Amount: $


 


		3.	The estate or interest in the Land described or referred
to in this Commitment is Fee Simple. ___



 


		4.	Title to the fee simple estate or interest in the Land
is at the Commitment Date vested in:



 


STATE OF CONNECTICUT (Parcels
1 and 2)


 


		5.	The Land is described as follows:



 


SEE SCHEDULE A, PROPERTY DESCRIPTION


 


This page is only a part of a 2016
ALTA® Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid
without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I—Requirements; Schedule
B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form.


 




    	Form 5030009-A (5-18-17)            Page 4 of 9	ALTA Commitment for Title Insurance (8-1-16)
 Connecticut – Schedule A



     


    

 


SCHEDULE A, PROPERTY DESCRIPTION


 


All those certain three parcels of
land, together with the buildings and improvements thereon, situated in the Town of West Hartford Country of Hartford, and
State of Connecticut, more particularly bounded and described as follows, to wit:


 


PARCEL 1: A certain piece or parcel
of land bounded and described as follows, to wit:


 


	SOUTHERLY	 	by Asylum Avenue, 1303.30 feet;
	 	 	 
	WESTERLY	 	by Lots Number 31,
    30, 29, 28, 27, 26, 25, 24, 23, 22, 21 and 20 on a Map on file in the Town Clerk’s Office in said Town of West Hartford
    entitled “Map of Sunny Slope Property of Sunny Slope Inc. West Hartford, Conn. Scale 1”= 100’ Nov. 1927 F.B.
    Chamberlin C.E.” 955.31 feet;
	 	 	 
	NORTHERLY	 	by a portion of Lot 14 and all of Lots 15 and 16 on a Map on file in the Town Clerk’s office in said Town of West Hartford entitled “Property of Thomas Lawler, Inc. Lawler Road West Hartford, Conn. March 1951 Scale 1" = 100' P. Martelli Civil Eng’r”, 237.30 feet;
	 	 	 
	WESTERLY AGAIN	 	by Lot 16 on said Map entitled “Property of Thomas Lawler, Inc. Lawler Road West Hartford, Conn. March 1951 Scale 1" = 100' P. Martelli Civil Eng’r.,” 157.74 feet;
	 	 	 
	NORTHERLY AGAIN	 	by Lawler Road, 763.87 feet;
	 	 	 
	NORTHEASTERLY	 	by the curve connecting Lawler Road and Trout Brook Drive, 27.08 feet;
	 	 	 
	EASTERLY 	 	by Trout Brook Drive, 1389.33 feet;
	 	 	 
	SOUTHEASTERLY 	 	by the curve connecting Trout Brook Drive and Asylum Avenue, 31.42 feet;
	 	 	 
	PARCEL 2:	 	A certain piece or parcel of land bounded and
    described as follows, to wit: 
	 	 	 
	Southerly by Asylum Avenue, 560.83 feet;
	 	 	 
	SOUTHWESTERLY 	 	by the curve connecting Asylum Avenue and
    Trout     Brook Drive, 31.42 feet;
	 	 	 
	WESTERLY	 	by Trout Brook Drive, 1362.81 feet;
	 	 	 
	NORTHWESTERLY		by the curve connecting Trout Brook Drive and Lawyer Road, 48.24 feet;
	 	 	 
	NORTHERLY 	 	by Lawler Road, 760.85 feet;
	 	 	 
	EASTERLY	 	by Lot 12 on a Map on file in the Town Clerk’s Office in said Town of West Hartford entitled “Corrected Map of Dryads Grove Section A West Hartford, Conn. property of Thomas Lawler, Inc. 1” = 40’ Sept. 1943. Batchelor & Barker Eng’rs.” 144.37 feet;
	 	 	 
	NORTHERLY AGAIN 	 	by Lot 12 and a portion of Lot 10 on said Map entitled “Corrected Map of Dryads Grove Section A West Hartford, Conn. property of Thomas Lawler, Inc. 1” = 40’ Sept. 1943 Batchelor & Barker Eng’rs.”, 124.54 feet;
	 	 	 
	EASTERLY AGAIN 	 	by land now or formerly of SaintJoseph College Corporation, 1443.47 feet;


 


All as shown on a Map to the filed immediately prior hereto
in the Town Clerk’s Office of said Town of West Hartford, Connecticut entitled “Property Proposed To Be Conveyed From
Phoenix Mutual Life Ins. Co. to State of Connecticut Asylum Ave., Trout Brook Dr. & Lawler Rd. West Hartford Connecticut Scale
1” = 100’ April 1961 F. Perry Close Civil Engineer”.


 


Less and excepting therefrom all that certain real property
set forth in a Transfer of Custody and Control from the University of Connecticut to the Department of Environmental Protection,
of the State of Connecticut dated December 9, 1980 and recorded March 11, 1981 in Volume 765 at Page 102 of the West Hartford Land
Records.


 


This page is only a part of a 2016
ALTA® Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid
without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I—Requirements; Schedule
B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form.


 




    	Form 5030009-A (5-18-17)            Page 5 of 9	ALTA Commitment for Title Insurance (8-1-16)
 Connecticut – Schedule A



     


    

 


		
        ALTA Commitment for Title Insurance

         

        ISSUED BY

         

        First American Title Insurance Company



Schedule BI & BII


 


Commitment No.: HART4020367


 


SCHEDULE B, PART I


 


Requirements


 


All of the following Requirements must
be met:


 


		1.	The Proposed Insured must notify the Company in writing
of the name of any party not referred to in this Commitment who will obtain an interest in the Land or who will make a loan on
the Land. The Company may then make additional Requirements or Exceptions.



 


		2.	Pay the agreed amount for the estate or interest to be
insured.



 


		3.	Pay the premiums, fees, and charges for the Policy to the
Company.



 


		4.	Documents satisfactory to the Company that convey the Title
or create the Mortgage to be insured, or both, must be properly authorized, executed, delivered, and recorded in the Public Records



 


		5.	The Seller/Borrower must execute the Company’s Owner's
Affidavit



 


		6.	If there is a current survey of the Land, the Seller/Borrower
must complete the survey update portion of the Company’s Owner's Affidavit. The survey must be submitted, and any adverse
matters shown on the survey must be excepted on Schedule B.



 


		7.	If labor or materials have been supplied to the premises
within the 90 days prior to and including the Date of Policy, or if labor and/or materials have been contracted for future construction
or if any contractor has been hired for contemplated work, service or materials, the Company’s applicable affidavits, indemnities,
subordinations and/or lien waiver forms must be fully completed and submitted prior to closing, all in accordance with the Company’s
current underwriting standards and guidelines.



 


		8.	If there are tenants or parties in possession other than
recorded leases shown in Schedule B, rights of those tenants and parties in possession must be excepted on Schedule B.



 


		9.	All municipal taxes, special tax district taxes, water
and sewer use charges, and municipal and private association charges and/or assessments including common interest community common
charges and special assessments must be paid current to date of policy.



 


		10.	Authority documentation for the transaction and the entities
involved as may be required by the Company.



 


		11.	The matters set forth in the following exceptions must
be paid and released of record at or prior to Date of Policy:



 


NONE.


 


		12.	The following requirements must be met at or prior to the
Date of Policy:



 


This page is only a part of a 2016
ALTA® Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid
without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I—Requirements; Schedule
B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form.


  




    	Form 5030009-BI&BII (5-17-17)            Page 7 of 9	ALTA Commitment for Title Insurance (8-1-16)
 Connecticut – Schedule BI & BII



     


    

 


	 	
        ALTA Commitment for Title Insurance

         

        ISSUED BY

         

        First American Title Insurance Company
	 


Schedule BI & BII


 


Commitment No.: HART4020367


 


SCHEDULE B, PART II


 


Exceptions


 


THIS COMMITMENT DOES NOT REPUBLISH ANY
COVENANT, CONDITION, RESTRICTION, OR LIMITATION CONTAINED IN ANY DOCUMENT REFERRED TO IN THIS COMMITMENT TO THE EXTENT THAT THE
SPECIFIC COVENANT, CONDITION, RESTRICTION, OR LIMITATION VIOLATES STATE OR FEDERAL LAW BASED ON RACE, COLOR, RELIGION, SEX, SEXUAL
ORIENTATION, GENDER IDENTITY, HANDICAP, FAMILIAL STATUS, OR NATIONAL ORIGIN.


 


The Policy will not insure against loss
or damage resulting from the terms and provisions of any lease or easement identified in Schedule A, and will include the following
Exceptions unless cleared to the satisfaction of the Company:


 


		1.	Any defect, lien, encumbrance, adverse claim, or other
matter that appears for the first time in the Public Records or is created, attaches, or is disclosed between the Commitment Date
and the date on which all of the Schedule B, Part I—Requirements are met.



 


		2.	Rights or claims of parties other than the insured in actual
possession or under unrecorded leases of any or all of the land.



 


		3.	Easements or claims of easements not shown by the public
records, encroachments, violations, variations or adverse circumstances affecting the Title that would be disclosed by an accurate
survey of the Land.



 


		4.	Any lien or right to a lien, for services, labor or material
heretofore or hereafter furnished, imposed by law and not shown by the public records.



 


		5.	Liens for taxes and assessments which become due and payable
subsequent to date of policy.



 


		6.	Real Estate Taxes
                                         to the Town of West Hartford on the List of October 1, 2017, and thereafter. NOTE:
                                         The Property is currently tax exempt.



 


		7.	Water and sewer use charges as may be due The Metropolitan
District. Please call (860) 278-7850.



 


		8.	Possible drainage rights if favor of Saint Joseph College
Corporation as referenced in deed from Phoenix Mutual Life Insurance Company to the State of Connecticut dated June 27, 1961 and
recorded in Volume 333 at Page 433 of the West Hartford Land Records. (Affects Parcel 2)



 


		9.	Agreement by and between Phoenix Mutual Life Insurance
Company and The Metropolitan District dated October 31, 1955 and recorded in Volume 285 at Page 144 of the West Hartford Land
Records.



 


		10.	Easement in favor of the Town of West Hartford dated September
11, 1990 and recorded in Volume 1532 at Page 59 of the West Hartford Land Records. (Affects Parcel 1)



 


		11.	Right of Entry in favor of the Connecticut Department of
Transportation and the Town of West Hartford dated April 6, 1990 and recorded in Volume 1544 at Page 277 of the West Hartford
Land Records. (Affects Parcel 1)



 


This page is only a part of a 2016
ALTA® Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid
without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I—Requirements; Schedule
B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form.


  




    	Form 5030009-BI&BII (5-17-17)            Page 8 of 9	ALTA Commitment for Title Insurance (8-1-16)
 Connecticut – Schedule BI & BII



     


    

 


		12.	Easement in favor of the Town of West Hartford dated July
9, 1991 and recorded in Volume 1622 at Page 134 of the West Hartford Land Records. (Affects Parcel 3)



 


		13.	Connection Charge Agreement between the University of Connecticut
and the Metropolitan District dated September 12, 2000 and recorded in Volume 2653 at Page 263 of the West Hartford Land Records.
(Affects Parcel 1)



 


		14.	Conditions of Special Use Permit granted by the West Hartford
Town Plan and Zoning Commission dated July 17, 2006 and recorded in Volume 3975 at Page 201 of the West Hartford Land Records;
as amended by Amendment dated and recorded March 24, 2009 in Volume 4377 at Page 363 of said Land Records; as amended by Amendment
dated May 21, 2013 and recorded in Volume 4796 at Page 410 of said Land Records. (Affects Parcel 2)



 


		15.	Electric Distribution Easement in favor of The Connecticut
Light and Power Company dated December 13, 2011 and recorded in Volume 4637 at Page 201 of the West Hartford Land Records. (Affects
Parcel 1)



 


		16.	The following matters as shown on Map No. 1028 on file
in the West Hartford Town Clerk's office:



 


		a)	42” R.C. Pipe Storm Sewer (Affects Parcel 2);



		b)	15” Cond. Outlet (Affects Parcel 2 ); and



		c)	Trout Brook running through the premises (Affects Parcels 1 and 2



 


This page is only a part of a 2016
ALTA® Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid
without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I—Requirements; Schedule
B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form.


  




    	Form 5030009-BI&BII (5-17-17)            Page 9 of 9	ALTA Commitment for Title Insurance (8-1-16)
 Connecticut – Schedule BI & BII



     


    

 


SCHEDULE 3.5


 


Fence Contract


 




    	 	36	 



     


    

 


	 	
        Cornerstone Fence &Ornamental Gate, LLC

        266 Reservoir Ave

        Meriden, CT 06451 US

        (203) 237-4283

        sharon.cfllc@gmail.com

        www.cornerstonefence.info



 


INVOICE


 


	
        BILL TO

        Katie Milardo

        Uconn Facilities Operation and

        Building Services

        25 Ledoyt Road- Unit 3252

        Storrs, CT 06269
	
        INVOICE #

        DATE

        DUE DATE

        TERMS
	
        76133

        04/20/2018

        04/20/2018

        Due on receipt



 


 


SALES REP


SL


 


	ACTIVITY	 	AMOUNT	 
	 	 	 	 
	DAS contract #13PSX0250	 	 	 	 
	 	 	 	 	 
	Includes the materials and labor necessary to install 3307 lineal feet of 6 foot high 11 1/2 gauge galvanized temporary fencing with driven posts every 10 feet according to revised plan and as discussed on site. Five -12 foot double swing gates with 3” posts set in concrete are included. The price is good for 12 months. If the fencing is needed beyond that time frame it would renew at the same cost. Removal is included. Cornerstone will mark the area out and contact CBYD. Work can be completed within 2 weeks ARO. Sincerely, Steve Litke	 	 	 	 
	 	 	 	 	 
	Fencing Non-taxable	 	 	18,975.00	 
	3300 lineal feet of six foot high 11 1/2 gauge galvanized chain link with 2” posts every 10 feet @$5.75/ft	 	 	 	 
	 	 	 	 	 
	Fencing Non-taxable	 	 	4,000.00	 
	5- 12-15 foot double swing gates with 3” posts @ $800.00 ea	 	 	 	 
	 	 	 	 	 
	Fencing Non-taxable	 	 	675.00	 
	Compressor- 3 days at $225.00/day	 	 	 	 
	 	 	 	 	 
	Fencing Non-taxable	 	 	13,350.00	 
	Labor 6 days 4 men @ $2,225.00/day	 	 	 	 
	 	 	 	 	 
	Signed:	 	 	 	 
	Steven Litke	 	 	 	 
	PO# 187966	 	 	 	 
	WO# 180409-027998-003	 	 	 	 
	JOB COMPLETED 4/20/18	 	 	 	 
	 	 	 	 	 
	Thank you for your business!                                BALANCE DUE	 	$	37,000.00	 



 




     


     


    

 


SCHEDULE 8.1.1


 


Form of Quitclaim Deed


 




    	 	37	 



     


    

 


SCHEDULE 8.1.1


 


Form of Quit Claim Deed


 


After recording, please return to:


_________________________


_________________________


_________________________


 


QUIT-CLAIM DEED


 


To All People to whom these Presents shall
come, Greeting:


 


KNOW YE, that THE STATE OF CONNECTICUT,
acting by and through _________________ (“Releasor”), for divers good causes and considerations thereunto moving,
received to its full satisfaction of the SEVEN STARS CLOUD GROUP, INC., a Nevada corporation, having a business address
of 55 Broadway, 19th Floor, New York, NY 10007 (“Releasee”), has remised, released, and forever quit-claimed
and does by these presents, for itself and its successors and assigns, justly and absolutely remise, release and forever QUIT-CLAIM
unto it, the said Releasee, its successors and assigns forever, all such right and title as it, the said Releasor, has or
ought to have in or to that certain piece or parcel of land with the improvements thereon and appurtenances thereto located in
the Town of West Hartford, County of Hartford and State of Connecticut, more particularly described in Schedule A attached
hereto and made a part hereof.


 


TO HAVE AND TO HOLD the Premises
unto it, the said Releasee, and to its successors and assigns, to the only use and behoof of it, its successors and assigns forever,
so that neither it, the said Releasor, nor any person or persons in its name and behalf, shall or will hereafter claim or demand
any right or title to the Premises or any part thereof, but they and every one of them shall by these presents be excluded and
forever barred.


 


The premises are a portion of those conveyed
to the State of Connecticut by virtue of a Deed from Phoenix Mutual Life Insurance Company, dated June 27, 1961, and recorded in
Volume 333 at Page 433 of the West Hartford Land Records.


 




     


     


    

 


IN WITNESS WHEREOF, it, Releasor,
has hereunto caused its name to be set this __ day of ____, __.


 


	Signed, Sealed and Delivered	 	 
	in the presence of:	 	THE STATE OF CONNECTICUT,
	 	 	Acting by and through
	 	 	The University of Connecticut
	 	 	 	 
	 	 	By:	 
	 	 	 	 
	 	 	 	Its
	 	 	 	Duly Authorized
	 	 	 
	STATE OF CONNECTICUT	)	 
	 	):   ss.	 	____________ _______, ______
	COUNTY OF HARTFORD	)	 


 


Personally Appeared, _____________________________,
__________________________ of THE UNIVERSITY OF CONNECTICUT, a constituent unit of the state system of public higher education
of the State of Connecticut, signer and sealer of the foregoing instrument, and acknowledged the same to be his free act and deed
as such __________________, and the free act and deed of said Releasor, before me.


 


	 	 
	 	Notary Public
	 	My Commission Expires: _____________
	 	Commissioner of the Superior Court


 


APPROVED:


 


ATTORNEY GENERAL


OF THE STATE OF CONNECTICUT


 


	By: 	 	 
	Name:	 	 
	Title:	 	 


 




     


     


    

 


SCHEDULE A


 


All those certain
pieces or parcels of land, together with the buildings and improvements thereon, situated in the Town of West Hartford,
County of Hartford, and State of Connecticut, more particularly bounded and described as follows, to wit:


 


PARCEL 1:


 


	SOUTHERLY:	 	by Asylum Avenue, 1303.30 feet;
	 	 	 
	WESTERLY:	 	by Lots Number 31, 30, 29, 28, 27, 26, 25, 24, 23, 22,21 and 20 on a Map on file in the Town Clerk's Office in said Town of West Hartford entitled “Map of Sunny Slope Property of Sunny Slope Inc. West Hartford, Conn. Scale 1" = 100' Nov. 1927 F.B. Chamberlin C.E.” 955.31 feet;
	 	 	 
	NORTHERLY:	 	by a portion of Lot
    14 and all of Lots 15 and 16 on a Map on file in the Town Clerk's Office in said Town of West Hartford entitled
    “Property of Thomas Lawler, Inc. Lawler Road West Hartford, Conn. March 1951 Scale 1" = 100' P. Martelli Civil
    Eng'r.”, 237.30 feet;
	 	 	 
	WESTERLY AGAIN:	 	by Lot 16 on said
    Map entitled “Property of Thomas Lawler, Inc. Lawler Road West Hartford, Conn. March 1951 Scale 1" = 100' P.
    Martelli Civil Eng'r.”, 157.74 feet;
	 	 	 
	NORTHERLY AGAIN:	 	by Lawler Road, 763.87 feet;
	 	 	 
	NORTH-EASTERLY:	 	by the curve connecting Lawler Road and Trout Brook Drive, 27.08 feet;
	 	 	 
	EASTERLY:	 	by Trout Brook Drive, 1389.33 feet;
	 	 	 
	SOUTH-EASTERLY:	 	by the curve connecting Trout Brook Drive and Asylum Avenue, 31.42 feet.
	 	 	 
	PARCEL 2:	 	 
	 	 	 
	SOUTHERLY:	 	by Asylum Avenue, 560.83 feet;
	 	 	 
	SOUTH-WESTERLY:	 	by the curve connecting Asylum Avenue and Trout Brook Drive, 31.42 feet;
	 	 	 
	WESTERLY:	 	by Trout Brook Drive, 1362.81 feet;


 




     


     


    

 


	NORTH-WESTERLY:	 	by the curve connecting Trout Brook Drive and Lawler Road, 48.24 feet;
	 	 	 
	NORTHERLY: 	 	by Lawler Road, 760.85 feet;
	 	 	 
	EASTERLY: 	 	by Lot 12 on a Map on file in the Town Clerk's Office in said Town of West Hartford entitled “Corrected Map of Dryads Grove Section A West Hartford, Conn. property of Thomas Lawler, Inc. 1" = 40' Sept. 1943 Batchelor & Barker Eng'rs.” 144.37 feet;
	 	 	 
	NORTHERLY AGAIN: 	 	by Lot 12 and a portion of Lot 10 on said Map entitled “Corrected Map of Dryads Grove Section A West Hartford, Conn. property of Thomas Lawler, Inc. 1" = 40' Sept. 1943 Batchelor & Barker Eng'rs.”, 124.54 feet;
	 	 	 
	EASTERLY AGAIN:	 	by land now or formerly of Saint Joseph College Corporation, 1443.47 feet.


 


All as shown on a Map to be filed in the
Town Clerk's Office of said Town of West Hartford, Connecticut entitled “Property Proposed To Be Conveyed From Phoenix Mutual
Life Ins. Co. to State of Connecticut Asylum Ave., Trout Brook Dr. & Lawler Rd. West Hartford Connecticut Scale 1” =
100' April1961 F. Perry Close Civil Engineer”.


 


Less and excepting therefrom all that certain
real property set forth in a Transfer of Custody and Control from the University of Connecticut to the Department of Environmental
Protection, of the State of Connecticut dated December 9, 1980 and recorded March 11, 1981 in Volume 765 at Page 102 of the West
Hartford Land Records.


 




     


     


    

 


SCHEDULE 13.19


 


Required State of Connecticut Contract
Provisions


 


Required Contract Provisions - State
of Connecticut: References in this Schedule to “Contract” or “Agreement” shall mean this Purchase
and Sale Agreement and references to “Contractor” shall mean Purchaser.


 


1.            Statutory
Authority. Connecticut General Statutes §§ 4a-52a, 10a-104, 10a-108, 10a-109d (a)(5) and/or 10a-15lb, provide
the University with authority to enter into contracts in the pursuit of its mission.


 


2.            Governing
Law. See Section 13.17.


 


3.            Indemnification.
See Section 11.4.


 


4.            Claims.
The Contractor agrees that the sole and exclusive means for the presentation of any claim against the State of Connecticut
or the University of Connecticut arising from this Agreement shall be in accordance with Chapter 53 of the Connecticut General
Statutes (Claims Against the State) and the Contractor further agrees not to initiate any legal proceedings in any state or federal
court in addition to, or in lieu of, said Chapter 53 proceedings.


 


5.            State
Nondiscrimination Provisions.


 


1.          Nondiscrimination


 


(a)            For
purposes of this Section, the following terms are defined as follows:


 


		i.	“Commission” means the Commission on Human
Rights and Opportunities;



 


		ii.	“Contract” and “contract” include
any extension or modification of the Contract or contract;



 


		iii.	“Contractor” and “contractor” include
any successors or assigns of the Contractor or contractor;



 


		iv.	“Gender identity or expression” means a person's
gender-related identity, appearance or behavior, whether or not that gender-related identity, appearance or behavior is different
from that traditionally associated with the person's physiology or assigned sex at birth, which gender-related identity can be
shown by providing evidence including, but not limited to, medical history, care or treatment of the gender-related identity,
consistent and uniform assertion of the gender-related identity or any other evidence that the gender-related identity is sincerely
held, part of a person's core identity or not being asserted for an improper purpose.



 


		v.	“good faith” means that degree of diligence
which a reasonable person would exercise in the performance of legal duties and obligations;



 




    	 	38	 



     


    

 


		vi.	“good faith efforts” shall include, but not
be limited to, those reasonable initial efforts necessary to comply with statutory or regulatory requirements and additional or
substituted efforts when it is determined that such initial efforts will not be sufficient to comply with such requirements;



 


		vii.	“marital status” means being single, married
as recognized by the State of Connecticut, widowed, separated or divorced;



 


		viii.	“mental disability” means one or more mental
disorders, as defined in the most recent edition of the American Psychiatric Association's “Diagnostic and Statistical Manual
of Mental Disorders”, or a record of or regarding a person as having one or more such disorders;



 


		ix.	“minority business enterprise” means any small
contractor or supplier of materials fifty-one percent or more of the capital stock, if any, or assets of which is owned by a person
or persons: (1) who are active in the daily affairs of the enterprise, (2) who have the power to direct the management and policies
of the enterprise, and (3) who are members of a minority, as such term is defined in subsection (a) of Conn. Gen. Stat. §
32-9n; and



 


		x.	“public works contract” means any agreement
between any individual, firm or corporation and the State or any political subdivision of the State other than a municipality
for construction, rehabilitation, conversion, extension, demolition or repair of a public building, highway or other changes or
improvements in real property, or which is financed in whole or in part by the State, including, but not limited to, matching
expenditures, grants, loans, insurance or guarantees.



 


For purposes of this Section,
the terms “Contract” and “contract” do not include a contract where each contractor is (1) a political
subdivision of the state, including, but not limited to, a municipality, unless the contract is a municipal public works contract
or quasi-public agency project contract, (2) any other state, including but not limited to any federally recognized Indian tribal
governments, as defined in Conn. Gen. Stat. § 1-267, (3) the federal government, (4) a foreign government, or (5) an agency
of a subdivision, agency, state or government described in the immediately preceding enumerated items (1), (2), (3), or (4).


 


		(b)	(1) The Contractor agrees and warrants that in the performance
of the Contract such Contractor will not discriminate or permit discrimination against any person or group of persons on the grounds
of race, color, religious creed, age, marital status, national origin, ancestry, sex, gender identity or expression, intellectual
disability, mental disability or physical disability, including, but not limited to, blindness, unless it is shown by such Contractor
that such disability prevents performance of the work involved, in any manner prohibited by the laws of the United States or of
the State of Connecticut; and the Contractor further agrees to take affirmative action to insure that applicants with job-related
qualifications are employed and that employees are treated when employed without regard to their race, color, religious creed,
age, marital status, national origin, ancestry, sex, gender identity or expression, intellectual disability, mental disability
or physical disability, including, but not limited to, blindness, unless it is shown by the Contractor that such disability prevents
performance of the work involved; (2) the Contractor agrees, in all solicitations or advertisements for employees placed by or
on behalf of the Contractor, to state that it is an “affirmative action equal opportunity employer” in accordance
with regulations adopted by the Commission; (3) the Contractor agrees to provide each labor union or representative of workers
with which the Contractor has a collective bargaining Agreement or other contract or understanding and each vendor with which
the Contractor has a contract or understanding, a notice to be provided by the Commission, advising the labor union or workers'
representative of the Contractor's commitments under this section and to post copies of the notice in conspicuous places available
to employees and applicants for employment; (4) the Contractor agrees to comply with each provision of this Section and Conn.
Gen. Stat. §§ 46a-68e and 46a-68f and with each regulation or relevant order issued by said Commission pursuant to Conn.
Gen. Stat. §§ 46a-56, 46a-68e, 46a-68f and 46a-86; and (5) the Contractor agrees to provide the Commission on Human
Rights and Opportunities with such information requested by the Commission, and permit access to pertinent books, records and
accounts, concerning the employment practices and procedures of the Contractor as relate to the provisions of this Section and
Conn. Gen. Stat. § 46a-56. If the contract is a public works contract, municipal public works contract or contract for a
quasi-public agency project, the Contractor agrees and warrants that he or she will make good faith efforts to employ minority
business enterprises as subcontractors and suppliers of materials on such public works or quasi-public agency projects.



 






    	 	39	 



     


    

 


		(c)	Determination of the Contractor's good faith efforts shall
include, but shall not be limited to, the following factors: The Contractor's employment and subcontracting policies, patterns
and practices; affirmative advertising, recruitment and training; technical assistance activities and such other reasonable activities
or efforts as the Commission may prescribe that are designed to ensure the participation of minority business enterprises in public
works projects.



 


		(d)	The Contractor shall develop and maintain adequate documentation,
in a manner prescribed by the Commission, of its good faith efforts.



 


		(e)	The
Contractor shall include the provisions of subsection (b) of this Section in every subcontract or purchase order entered into
in order to fulfill any obligation of a contract with the State and in every subcontract entered into in order to fulfill any
obligation of a municipal public works contract for a quasi-public agency project, and such provisions shall be binding on a subcontractor,
vendor or manufacturer unless exempted by regulations or orders of the Commission. The Contractor shall take such action with
respect to any such subcontract or purchase order as the Commission may direct as a means of enforcing such provisions including
sanctions for noncompliance in accordance with Conn. Gen. Stat. § 46a-56 as amended; provided if such Contractor becomes
involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the Commission
regarding a State contract, the Contractor may request the State of Connecticut to enter into any such litigation or negotiation
prior thereto to protect the interests of the State and the State may so enter.



 


		(f)	The Contractor agrees to comply with the regulations referred
to in this Section as they exist on the date of this Contract and as they may be adopted or amended from time to time during the
term of this Contract and any amendments thereto.



 




    	 	40	 



     


    

 


		(g)	(1) The Contractor agrees and warrants that in the performance
of the Contract such Contractor will not discriminate or permit discrimination against any person or group of persons on the grounds
of sexual orientation, in any manner prohibited by the laws of the United States or the State of Connecticut, and that employees
are treated when employed without regard to their sexual orientation; (2) the Contractor agrees to provide each labor union or
representative of workers with which such Contractor has a collective bargaining Agreement or other contract or understanding
and each vendor with which such Contractor has a contract or understanding, a notice to be provided by the Commission on Human
Rights and Opportunities advising the labor union or workers' representative of the Contractor's commitments under this section,
and to post copies of the notice in conspicuous places available to employees and applicants for employment; (3) the Contractor
agrees to comply with each provision of this section and with each regulation or relevant order issued by said Commission pursuant
to Conn. Gen. Stat. § 46a-56; and (4) the Contractor agrees to provide the Commission on Human Rights and Opportunities with
such information requested by the Commission, and permit access to pertinent books, records and accounts, concerning the employment
practices and procedures of the Contractor which relate to the provisions of this Section and Conn. Gen. Stat. § 46a-56.



 


		(h)	The Contractor shall include the provisions of the foregoing
paragraph in every subcontract or purchase order entered into in order to fulfill any obligation of a contract with the State
and such provisions shall be binding on a subcontractor, vendor or manufacturer unless exempted by regulations or orders of the
Commission. The Contractor shall take such action with respect to any such subcontract or purchase order as the Commission may
direct as a means of enforcing such provisions including sanctions for noncompliance in accordance with Conn. Gen. Stat. §
46a-56 as amended; provided, if such Contractor becomes involved in, or is threatened with, litigation with a subcontractor or
vendor as a result of such direction by the Commission regarding a State contract, the Contractor may request the State of Connecticut
to enter into any such litigation or negotiation prior thereto to protect the interests of the State and the State may so enter.



 


 6.             State Executive Orders This Contract is subject to the provisions of Executive Order No. Three of Governor Thomas J. Meskill, promulgated June 16, 1971, concerning labor employment practices, Executive Order No. Seventeen of Governor Thomas J. Meskill, promulgated February 15, 1973, concerning the listing of employment openings and Executive Order No. Sixteen of Governor John G. Rowland promulgated August 4, 1999, concerning violence in the workplace, all of which are incorporated into and are made a part of the Contract as if they had been fully set forth in it. The Contract may also be subject to Executive Order No. 14 of Governor M. Jodi Rell, promulgated April 17, 2006, concerning procurement of cleaning products and services and to Executive Order No. 49 of Governor Dannel P. Malloy, promulgated May 22, 2015, mandating disclosure of certain gifts to public employees and contributions to certain candidates for office. If Executive Order 14 and/or Executive Order 49 are applicable, they are deemed to be incorporated into and are made a part of the Contract as if they had been fully set forth in it. At the Contractor's request, the University of Connecticut or the Department of Administrative Services shall provide a copy of these orders to the Contractor.




 


		7.	Insurance See Section 11.6.



 




    	 	41	 



     


    

 


		8.	Termination for Convenience



 


INTENTIONALLY DELETED.


 


		9.	Termination for Cause



 


See Section 10.2


 


 10.           Force Majeure. If the performance of obligations under this Agreement are rendered impossible or hazardous or is otherwise prevented or impaired due to illness, accident, Act(s) of God, riots, strikes, labor difficulties, epidemics, earthquakes, and/or any other cause or event, similar or dissimilar, beyond the control of the Contractor, then each party's obligations to the other under this Agreement shall be excused and neither party shall have any liability to the other under or in connection with this Agreement.




 


 11.          Power to Execute. The individual signing this Agreement on behalf of the Contractor certifies that s/he has full authority to execute the same on behalf of the Contractor and that this Agreement has been duly authorized, executed and delivered by the Contractor and is binding upon the Contractor in accordance with its terms.




 


 12.          Entire Agreement and Amendment. This Agreement is the entire agreement between the Contractor and the University and supersedes and rescinds all prior agreements relating to the subject matter hereof. This Agreement may be amended only in writing signed by both the Contractor and the University. The Contractor indicates it has read and freely signed this Agreement, which shall take effect as a sealed instrument. The Contractor further certifies that the terms of this agreement are legally binding and its duly authorized representative has signed this agreement after having carefully read and understood the same.




 


		13.	Whistleblowing



 


This Agreement
may be subject to the provisions of Section 4-61dd of the Connecticut General Statutes. In accordance with this statute, if an
officer, employee or appointing authority of the Purchaser takes or threatens to take any personnel action against any employee
of Purchaser in retaliation for such employee’s disclosure of information to any employee of the contracting state or quasi-public
agency or the Auditors of Public Accounts or the Attorney General under the provisions of subsection (a) of such statute, Purchaser
shall be liable for a civil penalty of not more than five thousand dollars for each offense, up to a maximum of twenty per cent
of the value of this Agreement. Each violation shall be a separate and distinct offense and in the case of a continuing violation,
each calendar day’s continuance of the violation shall be deemed to be a separate and distinct offense. The State may request
that the Attorney General bring a civil action in the Superior Court for the Judicial District of Hartford to seek imposition and
recovery of such civil penalty. In accordance with subsection (f) of such statute, each large state contractor, as defined in the
statute, shall post a notice of the provisions of the statute relating to large state contractors in a conspicuous place which
is readily available for viewing by the employees of the Purchaser.


 



    	 	42	 



     


    

 


 14.           SEEC Campaign Contribution Restrictions (Required For Contracts $50,000 or More in a calendar year or a series with a value of $100,000 or more).




 


For all State contracts as defined
in Public Act 10-01 having a value in a calendar year of $50,000 or more or a combination or series of such agreements or contracts
having a value of $100,000 or more, the authorized signatory to this Agreement expressly acknowledges receipt of the State Elections
Enforcement Commission's Notice advising state contractors of state campaign contribution and solicitation prohibitions, and will
inform its principals of the contents of the Notice, referenced herein (or attached hereto as Exhibit A).


 




    	 	43	 



     


    

 


EXHIBIT A 


CONNECTICUT STATE ELECTIONS ENFORCEMENT
COMMISSION


EXHIBIT A - SEEC NOTICE


Rev. 1/11


 


 





 



 


NOTICE TO EXECUTIVE BRANCH STATE CONTRACTORS
AND PROSPECTIVE STATE CONTRACTORS OF CAMPAIGN CONTRIBUTION AND SOLICITATION LIMITATIONS


 


This notice is provided under the authority
of Connecticut General Statutes §9-612(g)(2), as amended by P.A. 10-1, and is for the purpose of informing state contractors
and prospective state contractors of the following law (italicized words are defined on the reverse side of this page).


 





 



CAMPAIGN CONTRIBUTION AND SOLICITATION
LIMITATIONS





 



 


No state contractor, prospective
state contractor, principal of a state contractor or principal of a prospective state contractor, with regard to a state
contract or state contract solicitation with or from a state agency in the executive branch or a quasi-public
agency or a holder, or principal of a holder of a valid prequalification certificate, shall make a contribution to (i) an
exploratory committee or candidate committee established by a candidate for nomination or election to the office of Governor,
Lieutenant Governor, Attorney General, State Comptroller, Secretary of the State or State Treasurer, (ii) a political
committee authorized to make contributions or expenditures to or for the benefit of such candidates, or (iii) a party
committee (which includes town committees).


 


In addition, no holder or principal of
a holder of a valid prequalification certificate, shall make a contribution to (i) an exploratory committee or candidate committee
established by a candidate for nomination or election to the office of State senator or State representative, (ii) a political
committee authorized to make contributions or expenditures to or for the benefit of such candidates, or (iii) a party committee.


 


On and after January 1, 2011, no
state contractor, prospective state contractor, principal of a state contractor or principal of a prospective state
contractor, with regard to a state contract or state contract solicitation with or from a state agency in the executive
branch or a quasi-public agency or a holder, or principal of a holder of a valid prequalification certificate, shall knowingly solicit
contributions from the state contractor's or prospective state contractor's employees or from a subcontractor or principals
of the subcontractor on behalf of (i) an exploratory committee or candidate committee established by a candidate for
nomination or election to the office of Governor, Lieutenant Governor, Attorney General, State Comptroller, Secretary of the
State or State Treasurer, (ii) a political committee authorized to make contributions or expenditures to or for the benefit
of such candidates, or (iii) a party committee.


 


DUTY TO INFORM


 


State contractors and prospective state
contractors are required to inform their principals of the above prohibitions, as applicable, and the possible penalties and other
consequences of any violation thereof.


 


PENAL TIES FOR VIOLATIONS


 


Contributions or solicitations of contributions
made in violation of the above prohibitions may result in the following civil and criminal penalties:


 


Civil penalties–Up
to $2,000 or twice the amount of the prohibited contribution, whichever is greater, against a principal or a contractor. Any state
contractor or prospective state contractor which fails to make reasonable efforts to comply with the provisions requiring notice
to its principals of these prohibitions and the possible consequences of their violations may also be subject to civil penalties
of up to $2,000 or twice the amount of the prohibited contributions made by their principals.


 


Criminal penalties–Any
knowing and willful violation of the prohibition is a Class D felony, which may subject the violator to imprisonment of not more
than 5 years, or not more than $5,000 in fines, or both.


 




    	 	44	 



     


    

 


CONTRACT CONSEQUENCES


 


In the case of a state contractor, contributions
made or solicited in violation of the above prohibitions may result with the contract being voided.


 


In the case of a prospective state contractor,
contributions made or solicited in violation of the above prohibitions shall result in the contract described in the state contract
solicitation not being awarded to the prospective state contractor, unless the State Elections Enforcement Commission determines
that mitigating circumstances exist concerning such violation.


 


The State shall not award any other state
contract to anyone found in violation of the above prohibitions for a period of one year after the election for which such contribution
is made or solicited, unless the State Elections Enforcement Commission determines that mitigating circumstances exist concerning
such violation.


 


Additional information may be found on
the website of the State Elections Enforcement Commission, www.ct.gov/seec. Click on the link to “Lobbyist/Contractor
Limitations.”


 


DEFINITIONS


 


“State contractor” means a
person, business entity or nonprofit organization that enters into a state contract. Such person, business entity or nonprofit
organization shall be deemed to be a state contractor until December thirty-first of the year in which such contract terminates.
“State contractor” does not include a municipality or any other political subdivision of the state, including any entities
or associations duly created by the municipality or political subdivision exclusively amongst themselves to further any purpose
authorized by statute or charter, or an employee in the executive or legislative branch of state government or a quasi-public agency,
whether in the classified or unclassified service and full or part-time, and only in such person's capacity as a state or quasi-public
agency employee.


 


“Prospective state contractor”
means a person, business entity or nonprofit organization that (i) submits a response to a state contract solicitation by the state,
a state agency or a quasi-public agency, or a proposal in response to a request for proposals by the state, a state agency or a
quasi-public agency, until the contract has been entered into, or (ii) holds a valid prequalification certificate issued by the
Commissioner of Administrative Services under section 4a-100. “Prospective state contractor” does not include a municipality
or any other political subdivision of the state, including any entities or associations duly created by the municipality or political
subdivision exclusively amongst themselves to further any purpose authorized by statute or charter, or an employee in the executive
or legislative branch of state government or a quasi-public agency, whether in the classified or unclassified service and full
or part-time, and only in such person's capacity as a state or quasi-public agency employee.


 


“Principal of a state contractor
or prospective state contractor” means (i) any individual who is a member of the board of directors of, or has an ownership
interest of five per cent or more in, a state contractor or prospective state contractor, which is a business entity, except for
an individual who is a member of the board of directors of a nonprofit organization, (ii) an individual who is employed by a state
contractor or prospective state contractor, which is a business entity, as president, treasurer or executive vice president, (iii)
an individual who is the chief executive officer of a state contractor or prospective state contractor, which is not a business
entity, or if a state contractor or prospective state contractor has no such officer, then the officer who duly possesses comparable
powers and duties, (iv) an officer or an employee of any state contractor or prospective state contractor who has managerial
or discretionary responsibilities with respect to a state contract, (v) the spouse or a dependent child who is eighteen
years of age or older of an individual described in this subparagraph, or (vi) a political committee established or controlled
by an individual described in this subparagraph or the business entity or nonprofit organization that is the state contractor or
prospective state contractor.


 


“State contract” means an agreement
or contract with the state or any state agency or any quasi-public agency, let through a procurement process or otherwise, having
a value of fifty thousand dollars or more, or a combination or series of such agreements or contracts having a value of one hundred
thousand dollars or more in a calendar year, for (i) the rendition of services, (ii) the furnishing of any goods, material, supplies,
equipment or any items of any kind, (iii) the construction, alteration or repair of any public building or public work, (iv) the
acquisition, sale or lease of any land or building, (v) a licensing arrangement, or (vi) a grant, loan or loan guarantee. “State
contract” does not include any agreement or contract with the state, any state agency or any quasi-public agency that is
exclusively federally funded, an education loan, a loan to an individual for other than commercial purposes or any agreement or
contract between the state or any state agency and the United States Department of the Navy or the United States Department of
Defense.


 


“State contract solicitation”
means a request by a state agency or quasi-public agency, in whatever form issued, including, but not limited to, an invitation
to bid, request for proposals, request for information or request for quotes, inviting bids, quotes or other types of submittals,
through a competitive procurement process or another process authorized by law waiving competitive procurement.


 


“Managerial or discretionary responsibilities
with respect to a state contract” means having direct, extensive and substantive responsibilities with respect to the negotiation
of the state contract and not peripheral, clerical or ministerial responsibilities.


 




    	 	45	 



     


    

 


“Dependent child” means a child
residing in an individual's household who may legally be claimed as a dependent on the federal income tax of such individual.


 


“Solicit” means (A) requesting
that a contribution be made, (B) participating in any fund-raising activities for a candidate committee, exploratory committee,
political committee or party committee, including, but not limited to, forwarding tickets to potential contributors, receiving
contributions for transmission to any such committee or bundling contributions, (C) serving as chairperson, treasurer or deputy
treasurer of any such committee, or (D) establishing a political committee for the sole purpose of soliciting or receiving contributions
for any committee. Solicit does not include: (i) making a contribution that is otherwise permitted by Chapter 155 of the Connecticut
General Statutes; (ii) informing any person of a position taken by a candidate for public office or a public official, (iii) notifying
the person of any activities of, or contact information for, any candidate for public office; or (iv) serving as a member in any
party committee or as an officer of such committee that is not otherwise prohibited in this section.


 


“Subcontractor” means any person,
business entity or nonprofit organization that contracts to perform part or all of the obligations of a state contractor's state
contract. Such person, business entity or nonprofit organization shall be deemed to be a subcontractor until December thirty first
of the year in which the subcontract terminates. “Subcontractor” does not include (i) a municipality or any other political
subdivision of the state, including any entities or associations duly created by the municipality or political subdivision exclusively
amongst themselves to further any purpose authorized by statute or charter, or (ii) an employee in the executive or legislative
branch of state government or a quasi-public agency, whether in the classified or unclassified service and full or part-time, and
only in such person's capacity as a state or quasi-public agency employee.


 


“Principal of a subcontractor”
means (i) any individual who is a member of the board of directors of, or has an ownership interest of five per cent or more in,
a subcontractor, which is a business entity, except for an individual who is a member of the board of directors of a nonprofit
organization, (ii) an individual who is employed by a subcontractor, which is a business entity, as president, treasurer or executive
vice president, (iii) an individual who is the chief executive officer of a subcontractor, which is not a business entity, or if
a subcontractor has no such officer, then the officer who duly possesses comparable powers and duties, (iv) an officer or an employee
of any subcontractor who has managerial or discretionary responsibilities with respect to a subcontract with a state contractor,
(v) the spouse or a dependent child who is eighteen years of age or older of an individual described in this subparagraph, or (vi)
a political committee established or controlled by an individual described in this subparagraph or the business entity or nonprofit
organization that is the subcontractor.


 




    	 	46	 



     


    

 


REQUIRED
SUPPORTING DOCUMENTATION


THAT
MUST ACCOMPANY ALL STATE CONTRACTS


 


		A.	CHRO
                                         Nondiscrimination Certification:



 


A Nondiscrimination Certification
must be provided by all University contractors for all contracts/agreements with individuals, corporations and/or other entities,
regardless of type, term, cost or value. A Certification is required for all original contracts/agreements, as well any
subsequent amendments. Nondiscrimination Certifications must be signed prior to or simultaneous with the contract execution
date by a contractor's authorized official and not necessarily the contract signatory.


 


The Nondiscrimination Certification
forms may be found at:


 


http://www.ct.gov/opm/cwp/view .asp?a=2982&q
=390928&opmNav GID = 1806


 


EXEMPTIONS - Pursuant
to Public Act No. 09-158, Section 1(a)(5)(d), the entities listed below are exempt and, therefore, not required to submit a nondiscrimination
certification form when entering into a contract with the State:


 


		1.	political subdivisions of the State of Connecticut, including,
but not limited to municipalities;



		2.	quasi-public agencies, as defined in C.G.S. § 1-120;



		3.	other states of the United States, including, but not limited
to, the District of Columbia, Puerto Rico, U.S. territories and possessions, and federally recognized Indian tribal governments,
as defined in C.G.S. § 1-267;



		4.	the federal government;



		5.	foreign governments; and



		6.	an agency of a subdivision, agency, state or government
listed in items 1-5.



 


		B.	OPM Ethics Affidavits:



 


For all contracts with a “Value*”
of $50,000 or more in a calendar or fiscal year, the University must also obtain the following affidavits for all University contracts:
[Note: *Value of the contract means the dollar amount (or equivalent benefit) expended or received by the State
in accordance with the contract.]


 


		1.	ETHICS FORM 1- a Contractor-executed and
notarized Gift and Campaign Contribution Certification (Office of Policy and Management “OPM” Form 1*) [*Form 1 is
also used with a multi-year contract to update the initial certification on an annual basis];



 






    	 	47	 



     


    

 


		2.	ETHICS
FORM 3 - a University-executed Certification of State Agency Official or Employee Authorized to Execute Contract (OPM
Form 3) for all contracts/agreements with a value of $50,000 or more in a calendar or fiscal year;



 


		3.	ETHICS FORM 5 - a Contractor-executed Consulting
Agreement Affidavit (OPM Form 5) is normally provided with a bid or proposal; however, if it is a sole source or no-bid contract,
it is submitted at the time of contract execution; and



 


		4.	ETHICS FORM 6 - a Contractor-executed Affirmation
of Receipt of State Ethics Laws Summary must accompany any large State construction or procurement contracts with a “COST”
(expenditure or equivalent benefit) of more than $500,000. When applicable, Form 6 is also used by a subcontractor or consultant
of the contractor. The subcontractor or consultant submits the form to the contractor, who then submits it to the awarding State
agency.



 


		5.	ETHICS FORM 7- a Contractor-executed Iran
Investment Certification must accompany any large state contract over $500,000.00 with entities outside the United States and
United States subsidiaries of foreign entities.






 


Execution of Ethics Affidavits:
Pursuant to Conn. Gen. Stat. § 4-252(c)(l), all ethics affidavits must be executed by an official duly authorized to execute
the contract/agreement on behalf of the Contractor and must be signed simultaneous with contract execution.


 


Ethics
Affidavits, Certifications and further definitions, samples and information may be found at: http://www.ct.gov/opm/cwp/view.asp?a=2982&q=386038&opmNav
GID=1806


 


EXEMPTIONS: Ethics
Affidavits and certifications are NOT required for grants or loans, as such awards are not: (1) large state contracts, as defined
by Connecticut General Statutes § 4-250; (2) State Contracts, as defined by Executive Order 7C, Paragraph 2(f); or (3) contracts
for the purchase of goods and services, as used in Connecticut General Statutes § 4-81.


 


Affidavits are also NOT required
for contracts between a state agency or a quasi-public state agency and a political subdivision of the State.


 




    	 	48	 



     


    

 


		C.	Contractor
                                         Signing Authority:



 


Required only for contracts
involving transactions that must be recorded on town land records.


 


		a.	This document indicates that that the person who executes
the contract has authority to sign on behalf of the company. Please note that an individual cannot authorize themselves to sign
on behalf of a company/organization unless they are the sole owner. The authority must be signed by an officer of the company
if owned by more than one person/entity.







 


		b.	This document must be signed and dated the same day as
the contract but adopted Prior To the signing of the contract



 


Please be sure to select the proper form
in accordance with the contractor's company structure. Signature Authority forms can be found at UConn's Office of the General
Counsel's contract website. : http://uconncontracts.uconn.edu/contract-forms-documents/.




   




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