Final Execution

                  Version

                
	
                  7.21.09

                


        

      

    


    THIRD AMENDED AND RESTATED
CONTRIBUTION AGREEMENT

     

    THIS THIRD AMENDED AND RESTATED
CONTRIBUTION AGREEMENT (this “Agreement”) is made as of July
21, 2009 (“Effective
Date”) by and among Private Escapes Holdings, LLC, a Delaware limited
liability company (as assignee in interest to Private Escapes Premiere, LLC, a
Colorado limited liability company, “PE”) on behalf of itself and
certain of its affiliates (such affiliates being sometimes referred to
hereinafter as “PE
Affiliates” and being listed in SCHEDULE ONE attached hereto),
and Ultimate Escapes Holdings, LLC, a Delaware limited liability company
(hereinafter referred to as “Holdings”) on behalf of itself
and all of its affiliates (such affiliates being sometimes referred to as “Holdings Affiliates” and being
listed in SCHEDULE TWO
attached hereto).  Throughout this Agreement, PE, Holdings
and/or URH are sometimes referred to as a “Party,” and collectively
referred to as the “Parties.”  The
Holdings Affiliates and PE Affiliates are collectively referred to as “Affiliates.”

     

    RECITALS:

     

    WHEREAS, Holdings, Ultimate
Resort Holdings, LLC, a Delaware limited liability company, (“URH”) and PE (as assignee in
interest to Private Escapes Premiere, LLC, a Colorado limited liability company)
entered into that certain Contribution Agreement, dated as of September 7, 2007,
as further amended by that certain Amended and Restated Contribution Agreement
dated May 21, 2008; and amended by that certain Second Amended and Restated
Contribution Agreement dated June 12, 2009 (as amended, collectively, the “Contribution
Agreement”);

     

    WHEREAS, URH, PE and Ultimate
Escapes Clubs, LLC, a Delaware limited liability company (“Escapes Clubs”) entered into
that certain Marketing Cooperation Agreement of even date herewith
(as  amended, the “Marketing Cooperation
Agreement”);

     

    WHEREAS, PE desires to
contribute as a PE Capital Contribution the PE Property to Holdings in exchange
for the PE Membership Interest (as said terms are defined herein) and Holdings
desires to accept the PE Property from PE as a PE Capital Contribution in
exchange for the PE Membership Interest on the terms and conditions hereinafter
set forth; and

     

    WHEREAS, in accordance with
Section 11.6 of the Contribution Agreement , the parties to the Contribution
Agreement and the parties hereto desire to amend and restate the Contribution
Agreement in its entirety.

     

    NOW, THEREFORE, in
consideration of the premises, mutual covenants, agreements, representations and
warranties contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties hereby
agree that the Contribution Agreement is hereby amended by striking said
Contribution Agreement in its entirety and substituting therefore the following
Third Amended and Restated Contribution Agreement:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    THIRD AMENDED AND RESTATED
CONTRIBUTION AGREEMENT

     

    ARTICLE
1.


     

    Purpose of Holdings;
Definitions; Exhibits and Schedules

     

    1.1          Holdings.

     

    a.           Except
as set forth in the Marketing Cooperation Agreement, this Agreement sets forth
the entire agreement and understanding among the Parties as to the subject
matter hereof, and supersedes all prior agreements, oral or written, and all
other communications between the Parties relating to the subject matter hereof,
including without limitation any and all term sheets and oral
agreements.  This Agreement is for the purpose of specifying the
Capital Contribution of PE and the conditions, covenants and agreements of the
Parties with respect to Holdings.

     

    (i)           The
rights, duties, and obligations of the Parties hereto as respects their
membership and Membership Interests in Holdings effective as of the Closing Date
shall be set forth in the LLC Agreement as defined below.  PE and URH
agree to accept and execute the LLC Agreement on the Closing Date and agree to
be bound by the terms thereof with respect to their Membership Interests and
relationship as respects the operation of Holdings.

     

    (ii)          The
Parties’ obligations hereunder are subject to the terms, conditions and
covenants herein contained.

     

    1.2          Primary Purpose of
Holdings.  The primary purpose of Holdings is to provide luxury
vacation opportunities including, without limitation, in the destination club
marketplace, and to engage in such other lawful activities as are reasonably
necessary or useful to the furtherance of the foregoing purpose, upon and
subject to the terms and conditions of the LLC Agreement (the “Business”).  In
connection with the Business, and pursuant to the LLC Agreement, Holdings may
(i) enter into contracts with Persons for DC Memberships, (ii) buy, lease, sell
or otherwise transfer or dispose of real property, any improvements thereon, or
any part thereof, and (iii) engage in such other activities as are reasonably
incidental to the foregoing with respect to the Business. The Certificate of
Organization of Holdings is attached hereto as EXHIBIT “A” and incorporated
herein by this reference.

     

    1.3          Definitions.  As
used in this Agreement, the following capitalized terms shall have the meanings
ascribed to them as follows:

     

    “A.L.T.A.” shall mean American
Land Title Association.

     

    “Amenities” shall mean any
pool, tennis, beach, golf, spa, exercise, lounge or similar amenity or
facility.

     

    “Amenities Club” shall mean any
club that provides use or availability of Amenities to PE, Holdings, or any of
the PE's Affiliates or Holdings Affiliates or DC Members as may be associated
with any of the Real Property.

     

    “Amenities Club Memberships”
shall mean any membership related to any Amenities Club which offers or provides
use of Amenities to PE, Holdings, or any of the PE Affiliates or Holdings,
Affiliates or DC Members as may be associated with any of the Real
Property.


    
      
         


      

      
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    “Assumed Liabilities” shall
mean any Liability properly allocable (on a per diem basis) and attributable
to or arising from the PE Property (specifically excluding the PE Excluded
Property), to the extent such Liability relates to the period of time on or
after the Closing Date.  For purposes of clarification, Assumed
Liabilities shall include: (i) any Lien which is a PE Permitted Exceptions (as
respects PE, an amount not to exceed in the aggregate the amount of “Allowable
Indebtedness” as set forth on Exhibits C, D and E or otherwise agreed to by the
Parties in writing) and any costs or expenses incurred to record new and/or
amended mortgages on any Real Property in connection with the CapSource Loan and
JDI Loan and all related notarial and recording fees; (ii) prepaid annual dues
for DC Members of PE in good standing on the date of Closing; and (iv) all
settlement fees and settlement escrow fees charged by the Title Company and
payable by PE in connection with the Closing and title search fees, title
premiums, real estate taxes, homeowner assessments, recording costs, transfer
and/or documentary taxes, and entity maintenance fees and related local counsel
legal expenses for certain international PE Affiliates payable by PE at Closing
in connection with the PE Real Property being contributed to Holdings
hereunder  (collectively, “Assumed PE Closing Costs”) in an
amount not to exceed Four Hundred Thousand and No/100 Dollars ($400,000.00)
(“Assumed PE Closing Costs
Cap”)(v) any Liability related to the Sypris/ITO Settlement; (vi) any
Liability related to that certain Promissory Note dated July 9, 2009 made by PE,
Private Escapes Pinnacle, LLC, a  Colorado limited liability company,
Private Escapes Pinnacle 1600 Broadway, LLC, a New York limited liability
company, Private Escapes Platinum, LLC, a  Colorado limited liability
company, Private Escapes Platinum Link, LLC, a New York limited liability
company in favor of Holdings in the principal amount of Three Hundred and Fifty
Thousand and No/100 Dollars ($350,000.00); (vii) any Liability not to exceed
Forty-Six  Million and No/100 Dollars ($46,000,000) arising or
relating to any refund or redemption obligations for PE DC Members existing as
of the Effective Date in good standing on the date of Closing and the PE
Resigned Members; provided however that any Liability for such PE Resigned
Members shall not exceed and shall be capped at Ten Million and No/100 Dollars
($10,000,000.00) (item (vii) above being hereinafter collectively referred to as
“Assumed Membership Refund
Obligations”).  Notwithstanding anything in this Agreement to
the Contrary, Assumed Liabilities shall expressly exclude any Unassumed
Liabilities.

     

    “Balance Sheet Date” shall mean
a date thirty (30) days prior to the Closing Date.

     

    “Benefit Plan” shall mean any
pensions, retirement, profit-sharing, deferred compensation, stock/membership
interest option, employee stock/membership interest ownership, severance pay,
vacation, bonus or other stock/membership interest incentive plan, any other
written employee program or arrangement, whether arrived at through collective
bargaining or otherwise, or any other “Employee Benefit Plan,” as such term is
defined in the Employee Retirement Income Security Act of 1974, as
amended.

     

    “Business Days” shall mean
Monday through Friday but excluding such days that banks in the State of New
York are authorized or required to be closed for general business.

     

    "CapSource" or “Lender” shall mean
CapitalSource Finance, LLC, a Delaware limited liability company or any
affiliate of CapSource.

     

    “CapSource Loan” shall mean
that certain Amended and Restated Loan and Security Agreement, to be made and
executed as of the Closing Date, by and among Borrowers and any New Borrower (as
defined therein), CapSource, as Agent and CapitalSourceBahamas, LLC, as Bahamas
Collateral Agent and the Lenders (as defined therein).


    
      
         


      

      
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    “Closing” shall mean that
certain occurrence and transaction by which in accordance with Article 2
hereinbelow, the PE Property and that portion of the PE Cash is directly or
indirectly contributed by PE and/or the PE Affiliates to Holdings in exchange
for the PE Membership Interest.

     

    “Closing Date” shall have the
meaning assigned to such term as set forth in Section 6.1 hereof.

     

    “Contract” shall mean any
written or oral contract, agreement, understanding, lease, usufruct, license
plan, instrument, commitment, restriction, arrangement, obligation, undertaking,
practice or authorization of any kind or character or other document to which
any Person is a party or that is binding on any Person or its securities, assets
or business.

     

    “Current Holdings Title
Policies/Commitments” shall mean any and all A.L.T.A owner’s
policies/commitments issued by the Title Company to Holdings and/or Holdings
Affiliates insuring and/or committing to insure Marketable Title to Holdings
Real Property.

     

    “Damages” shall mean losses
(including, without limitation, diminution in value), liabilities, damages,
lawsuits, deficiencies, claims, Taxes, reasonable costs and reasonable expenses
(whether or not arising out of third-party claims), including, without
limitation, interest, penalties, reasonable attorneys’ fees and all other
reasonable amounts paid in investigation, defense or settlement of any of the
foregoing, but excluding any amount of insurance proceeds actually
recovered.  The term “Damages” is not limited to matters asserted by
third parties against a Party (or the PE Affiliates or Holdings Affiliates), but
includes Damages incurred or sustained by a Party (or the PE Affiliates or
Holdings Affiliates) in the absence of third party claims.

     

    “Destination Club” or “Club” shall mean any and all
destination clubs offered by PE or any PE Affiliate or Holdings or any Holdings
Affiliate, including without limitation Ultimate Escapes Premiere Club, Ultimate
Escapes Signature Club and Ultimate Escapes Elite Club.

     

    “DC Memberships” or “DC Members” shall mean all of
the Destination Club memberships and Destination Club members and rights, titles
and interests in such memberships and members existing or to exist in any of the
Destination Clubs to include all residual rights thereto and all promissory
notes or other obligations for payment respecting such DC
Memberships.

     

    “Declaration” shall mean any
declaration of condominium or declaration of covenants, conditions and
restrictions or similar declaration recorded as against the Real
Property.

     

    “Effective Date” shall have the
meaning set forth in the introductory paragraph.

     

    “Escapes Club Membership
Agreement” shall have the meaning ascribed to such term as set forth in
Section 2.1(c) hereinbelow.

     

    “Financial Statements -PE”
shall mean the unaudited Combined, Consolidated Balance Sheets as of December
31, 2008 of PE and the PE Affiliates and the related Combined, Consolidated
Statements of Operations and changes in owners’ deficit, and Cash Flows for the
year then ended and the unaudited Combined, Consolidated Balance Sheet of PE and
the PE Affiliates as of the Balance Sheet Date and the related Combined,
Consolidated Statements of Operations and Changes in Owners’ Deficit, and Cash
Flows for the most recent monthly and year to date period then
ended.

     

     “Financial Statements -URH”
shall mean the unaudited Consolidated Balance Sheet as of December 31, 2008 of
URH and its affiliates and the related  Consolidated Income Statement,
and audited Combined Statements of Cash Flow for the period then ended and the
unaudited Balance Sheet of URH and its affiliates as of the Balance Sheet Date
and the related unaudited Consolidated Income Statement, and unaudited Combined
Statements of Cash Flow for the most recent monthly and year to date period then
ended.


    
      
         


      

      
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    “Governing Documents-PE” shall
mean the documents governing the offering of the DC Memberships by PE and/or PE
Affiliates.

     

    “Governing Documents-Holdings”
shall mean the documents governing the offering of the DC Memberships by
Holdings and/or Holdings Affiliates.

     

    “Governmental Authority” shall
mean any federal, state, county, local, foreign or other governmental or public
agency, instrumentality, commission, court authority, board or
body.

     

    “Hazardous Materials” shall
mean any substance or material defined or designated as a hazardous or toxic
waste material or substance or other similar term by any U.S. federal or state
environmental statute, regulation or ordinance presently in effect, as such
statute, regulation or ordinance has been amended through the Effective Date, or
any petroleum or petroleum derivative product.

     

    “Hazardous Materials
Contamination” shall mean the contamination (whether presently existing
or occurring after the Effective Date of this Agreement) of any improvements,
facilities, soil, ground water, ambient air, subsurface strata, biota, or other
elements on, or of, the Real Property by Hazardous Materials, or the
contamination of the buildings, facilities, soil, ground water, ambient air,
subsurface strata, biota or other elements on, or of, any other property as a
result of Hazardous Materials emanating from the Real Property, not caused by,
resulting from or arising in connection with any act or omission of Holdings,
its successors or assigns, or any of their respective employees, contractors or
agents occurring after the Closing Date.

     

    “Holdings Accounts Receivable”
shall mean (a) all trade accounts receivable and other rights to payment from
customers and DC Members of Holdings and Holdings Affiliates and the full
benefit of all security for such accounts or rights to payment, including all
trade accounts receivable representing amounts receivable in respect of goods
shipped or products sold or services rendered to customers and DC Members of
Holdings and Holdings Affiliates, (b) all other accounts or notes receivable of
Holdings and Holdings Affiliates and the full benefit of all security for such
accounts or notes and (c) any claim, remedy or other right related to any of the
foregoing; excepting however the Holdings Excluded Property.

     

    “Holdings Cash” shall mean all
cash, cash equivalents and short term investments of Holdings and Holdings
Affiliates, which shall expressly include any restricted accounts for debt
service coverage maintained pursuant to the CapSource Loan; excepting however
the Holdings Excluded Property.

     

    “Holdings Content” shall mean
the respective proprietary works of authorship of Holdings and/or the Holdings
Affiliates, including without limitation, computer software (in object code or
source code), scripts, programming codes, data, information, HTML code, images,
illustrations, graphics, files, text and or any other written or machine
readable expressions of information as may exist in any tangible media;
excepting however the Holdings Excluded Property.

     

    “Holdings Data” shall mean
names, mailing addresses, email addresses, account information, credit card
information, zip codes, age, income and similar information of any Person which
is held by Holdings and/or any Holdings Affiliate including any Holdings Member
or prospect on any customer list of Holdings and/or any Holdings Affiliate;
excepting however the Holdings Excluded Property.


    
      
         


      

      
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    “Holdings DC Memberships” shall
mean any and all of the DC Memberships related to the Destination Clubs owned
and operated by Holdings and the Holdings Affiliates as of the Effective
Date.

     

    “Holdings Excluded Property”
shall mean all assets and property, including but not limited to real
property and improvements thereon, set forth and identified on EXHIBIT “J” attached hereto,
as may be amended from time to time upon written consent of PE.

     

     “Holdings FF&E” shall mean
the fixtures, furnishings and equipment of Holdings and/or any Holdings
Affiliate, including, but not limited to, such fixtures, furniture and equipment
as exist in any of the Holdings Real Property or any offices used or occupied by
Holdings and/or any Holdings Affiliate in the operation of its business;
excepting however the Holdings Excluded Property.

     

    “Holdings Intangible Property”
shall include all of Holdings’ and Holdings Affiliates’ (1) Leases identified
and set forth on EXHIBIT
“F”, (2) Amenities Club Memberships, (3) Holdings DC Memberships, (4)
rights under all Declarations, (5) rights under assignable licenses or permits,
(6) rights to the names “Ultimate Escapes Signature Club”, Ultimate Escapes
Premiere Club” and “Ultimate Escapes Elite Club”, (7) Holdings Intellectual
Property, (8) Websites, (9) Personal Information, (10) Option Agreements, (11)
capital stock, limited liability membership interests or other equity,
ownership, proprietary or voting interest in any Person in connection with the
Destination Clubs or Holdings DC Memberships, (12) Holdings Accounts Receivable,
(13) Holdings Data,  and (14) other business/assets existing as of the
Balance Sheet Date; excepting however the Holdings Excluded
Property.

     

    “Holdings Intellectual
Property” shall mean all copyrights, trademarks, service marks, patents,
derivative works, Trade Secrets, Holdings Content and any other assets of
Holdings and/or any Holdings Affiliate as may commonly be referred to or known
as intellectual property; excepting however the Holdings Excluded
Property.

     

    “Holdings’ Knowledge” shall
mean the actual knowledge of James Tousignant and/or Phil Callaghan without any
duty to inquire or investigate.

     

     “Holdings Personal Property”
shall mean all of Holdings’ and Holdings Affiliates’ boats, planes and motor
vehicles (including all cars and golf carts), and all other tangible personal
property used in connection with its business; excepting however the Holdings
Excluded Property.

     

    “Holdings Permitted Exceptions”
“Holdings Permitted Exceptions” shall have the meaning ascribed to such term in
Paragraph 5.1 hereof.

     

    “Holdings Property” shall mean,
collectively, the Holdings Real Property, the Holdings Intangible Property, the
Holdings Personal Property, the Holdings FF&E and all other assets,
properties and rights of Holdings and the Holdings Affiliates of every kind,
nature, character and description, whether real, personal or mixed, whether
tangible or intangible, whether accrued, contingent or otherwise relating to or
utilized in its business, directly or indirectly, in whole or in part, in
existence on the date hereof and any additions thereto on or before the Closing
Date,, whether or not owned in the name of Holdings or any of the Holdings
Affiliates and wherever located; excepting however the Holdings Excluded
Property.

     

    “Holdings Real Property” shall
mean all real property and improvements thereon owned or leased  or
under contract to be owned or leased by Holdings and/or Holdings Affiliates as
of the Closing Date and which are used or useable in the operations of the
Holdings and Holdings Affiliates’ respective Destination Clubs,  which
are identified and set forth on attached EXHIBIT “G” (the “Holdings U.S.
Property”),  
EXHIBIT “H” (the
“Holdings Foreign
Property”), and EXHIBIT
“I” (the “Holdings
Leased Property”); excepting however the Holdings Excluded
Property.  For purposes of this Agreement, the Holdings Real Property
shall only include the PE Excluded Property to the extent of such real property
is set forth on Exhibit “I” and the PE Affiliates leasehold interest in such
real property.


    
      
         


      

      
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    “Holdings Schedules” shall mean
the schedules to be provided by Holdings and attached hereto pursuant to Section
4.2.

     

    “Indemnified Party” shall mean
any PE Indemnified Party and Holdings Indemnified Party.

     

    “Indemnifying Party” shall mean
any Party indemnifying and holding another party harmless in accordance with
Article 10 hereof.

     

     “JDI” means JDI Ultimate, LLC, a
Delaware limited liability company, and its successors and assigns.

     

    “JDI Loan” means that certain loan in
the principal amount of Ten Million and No/100 Dollars ($10,000,000) by URH in
favor of JDI, as may be amended from time to time and as shall be assumed
by  Holdings at or prior to the Closing.

     

    “Lease” shall mean any rental
arrangement by which PE or any PE Affiliate or Holdings or any Holdings
Affiliate has obtained the use of any of the PE Real Property or Holdings Real
Property, as applicable.

     

    “Liability” shall mean any
direct or indirect, primary or secondary, liability, indebtedness, obligation,
penalty, expense (including, without limitation, costs of investigation,
collection and defense), claim, deficiency, guaranty or endorsement of or by any
Person (other than endorsements of notes, bills and checks presented to banks
for collection or deposit in the ordinary course of business) of any type,
whether accrued, absolute, contingent, liquidated, unliquidated, matured,
unmatured or otherwise.

     

    “Lien” shall mean any mortgage,
lien, security interest, pledge, hypothecation, encumbrance, restriction,
encroachment, easement, conditional sale agreement, title retention or other
security arrangement, defect of title, adverse right or interest, third party
interest, charge or claim of any nature whatsoever of, on, or with respect to
any property or property interest.

     

    “LLC Agreement” shall mean that
certain First Amended and Restated Operating Agreement of Holdings in the form
to be attached hereto as EXHIBIT “B” and incorporated
herein by reference no later than three (3) days prior to  Closing or
such other date as mutually agreed upon by the Parties.

     

    “Loss” shall mean any and all
direct or indirect demands, claims, payments, refunds, obligations, recoveries,
deficiencies, fines, penalties, interest, assessments, restitution, actions,
causes of action, suits, losses, diminution in the value of any property,
Damages, punitive, exemplary or consequential damages payable in respect to or
related to any business or property (including, but not limited to, lost income
and profits and interruptions of business), liabilities, costs, expenses
(including without limitation, (i) interest, penalties and reasonable attorneys’
fees and expenses, (ii) attorneys’ fees and expenses necessary to enforce rights
to indemnification hereunder, and (iii) consultant’s fees and other costs of
defense or investigation), and interest on any amount payable to a third party
as a result of the foregoing, whether accrued, absolute, contingent, known,
unknown, or otherwise.

     

    “Marketable Title” and/or
“Marketable and Insurable
Title” shall mean fee title or a valid enforceable leasehold interest
that would be insured by a Title Company doing business in the locations of the
Real Property at its regular policy rates under the standard form of ALTA
owner’s policy of title insurance (ALTA 2006 Owners Title Policy Form (excepting
as respects any Real Property located in State of Florida, in such case the ALTA
1992 Owners Title Policy Form applies)) with the standard or printed exceptions
therein deleted and subject only to the Holdings Permitted Exceptions or the PE
Permitted Exceptions, as applicable.


    
      
         


      

      
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    “Marketing Cooperation
Agreement” shall have the meaning ascribed to such term as set forth in
the Recitals  hereof.

     

    “Marks” shall mean trademarks,
trade names, logos or designations which the applicable Party uses whether for
content or otherwise.

     

    “Material” or “Materially” shall be
determined in light of the facts and circumstances of the matter in question;
provided, however that any specific monetary amount cited in this Agreement
shall be deemed to determine materiality in that instance.

     

    “Material Adverse Effect” shall
mean, when used in connection with any Party to this Agreement, (i) a material
adverse effect upon the condition (financial or otherwise), business, affairs,
properties, assets, liabilities (actual or contingent), operations and
performance of the respective Party taken as a whole after giving effect to any
related transaction, (ii) a material adverse effect upon the ability of such
Party to consummate the transaction contemplated by this Agreement or any of the
other Agreements to which it is or will be a party, (iii) the felony indictment
of an officer or director of any Party by any federal, state or local authority,
(iv) any claim, demand, commencement of suit, proceeding or action against a
Party whereby the damages are reasonably likely to exceed, $5,000,000, or (v) a
material adverse effect upon the ability of such Party to perform any of its
obligations under this Agreement or any of the other agreements to which it is
or will be a party, if such change or effect Materially impairs the ability of
such Party to perform its obligations hereunder or thereunder, taken as a whole;
provided, however, that no fact, event or occurrence that results from general
economic and market conditions shall be deemed to have a Material Adverse
Effect.

     

    “Option Agreements” shall mean
any agreements existing by and between any Party and any Optionor relating to
any real property.

     

    “Optionor” shall mean any
Person who has extended a right to buy or right of first refusal or similar
right to any Party as respects any real property.

     

    “Order” shall mean any decree,
injunction, judgment, order, ruling, writ, quasi-judicial decision or award or
administrative decision or award of any federal, state, local, foreign or other
court, arbitrator, mediator, tribunal, administrative agency or Governmental
Authority to which any Person is a party or that is or may be binding on any
Person or its securities, assets or business.

     

    “PE Accounts Receivable” shall
mean (a) all trade accounts receivable and other rights to payment from
customers and DC Members of PE and PE Affiliates and the full benefit of all
security for such accounts or rights to payment, including all trade accounts
receivable representing amounts receivable in respect of goods shipped or
products sold or services rendered to customers and DC Members of PE and PE
Affiliates, (b) all other accounts or notes receivable of PE and PE Affiliates
and the full benefit of all security for such accounts or notes and (c) any
claim, remedy or other right related to any of the foregoing; excepting however
the PE Excluded Property.

     

    “PE Appraisals” shall have the
meaning assigned thereto in subsection 2.1.d below.


    
      
         


      

      
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    “PE Capital Contribution” shall
mean any contribution of the PE Property, made by PE, to the capital of
Holdings, whether in the form of cash, equity interests or property, and whether
made at Closing or at any time thereafter.  The value of any PE
Capital Contribution shall be the amount of cash and the fair market value of
any equity interest or property other than cash, as determined a third party
appraiser acceptable to Holdings in its reasonable discretion. 

     

    “PE Cash” shall mean all cash,
cash equivalents and short term investments of PE and the PE Affiliates
excepting however the PE Excluded Property.

     

    “PE Content” shall mean the
respective proprietary works of authorship of PE and/or the PE Affiliates
including without limitation, computer software (in object code or source code),
scripts, programming codes, data, information, HTML code, images, illustrations,
graphics, files, text and/or any other written or machine readable expressions
of information as may exist in any tangible media.

     

    “PE Data” shall mean names,
mailing addresses, email addresses, account information, credit card
information, zip codes, age, income and similar information of any Person which
is held by PE and/or any PE Affiliate including any PE Member on any customer
list of PE and/or any PE Affiliate; excepting however the PE Excluded
Property.

     

    “PE DC Members” shall mean PE
DC Members in good standing as of the date of Closing that have executed and
delivered an Escapes Club Membership Agreement.

     

    “PE DC Memberships” shall mean
any and all of the DC Memberships related to the Destination Clubs owned and
operated by PE and the PE Affiliates as of the Effective Date; excepting however
the PE Excluded Property.

     

    “PE Excluded Property” shall
mean all assets and property, including but not limited to real property and
improvements thereon, set forth and identified on EXHIBIT “F” attached hereto,
as may be amended from time to time upon written consent of
Holdings.

     

    “PE FF&E” shall mean the
fixtures, furnishings and equipment of PE and/or any PE Affiliate, including,
but not limited to, such fixtures, furniture and equipment as exist in any of
the PE Real Property or any offices used or occupied by PE or any PE Affiliate
in the operation of its business; excepting however the PE Excluded
Property.

     

    “PE Intangible Property” shall
include all of PE’s and PE Affiliate’s (1)  Leases identified and set
forth on Exhibit “E”
attached hereto and incorporated herein by this reference (2) Amenities Club
Memberships, (3) PE DC Memberships in good standing as of the date of the
Closing, (4) rights under all Declarations in connection with the PE Real
Property, (5) rights under assignable licenses or permits, (6) rights to the
names “Private Escapes”, “Private Escapes Premiere” “Private Escapes Platinum”,
and “Private Escapes Pinnacle”,(7) PE Intellectual Property, (9) Websites, (10)
Personal Information, (11) Option Agreements, (12) capital stock, limited
liability membership interests or other equity, ownership, proprietary or voting
interest in any Person in connection with the Destination Clubs or PE DC
Memberships set forth above, (12) PE Accounts Receivable, (13) PE Data, and (14)
other business/assets existing as of the Balance Sheet Date; excepting however
the PE Excluded Property.

     

    “PE Intellectual Property”
shall mean all copyrights, trademarks, service marks, patents, derivative works,
Trade Secrets, PE Content and any other assets of PE and/or any PE Affiliate or
used by PE in connection with its business and as may commonly be referred to or
known as intellectual property; excepting however the PE Excluded
Property.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    “PE LLC Memberships” shall mean
any and all of PE’s direct or indirect limited liability membership interests in
the PE Affiliates; excepting however the PE Excluded Property.

     

    “PE Members” shall mean the DC
Members in any of the Clubs operated by PE and/or any PE Affiliate; excepting
however the PE Excluded Property.

     

    “PE Membership Interest” shall
mean PE’s Membership Interest in Holdings as determined in accordance with
Section 3.3 hereinbelow, subject to adjustment as provided in Article 2 herein
and/or the LLC Agreement, issued by Holdings to PE in exchange for PE’s PE
Capital Contribution in accordance with Section 2.1 below.

     

    “PE Permitted Exceptions” shall
have the meaning ascribed to such term in Section 5.2 hereof.

     

    “PE Personal Property” shall
mean all of PE’s and PE Affiliates’ boats, planes and motor vehicles (including
all cars and golf carts), and all other tangible personal property used in
connection with its business; excepting however the PE Excluded
Property

     

    “PE Property” shall mean,
collectively, the PE Real Property, the PE LLC Memberships, the PE Cash, the PE
Intangible Property, the PE Personal Property, the PE FF&E and all other
assets, properties and rights of PE and the PE Affiliates of every kind, nature,
character and description, whether real, personal or mixed, whether tangible or
intangible, whether accrued, contingent or otherwise relating to or utilized in
its business, directly or indirectly, in whole or in part, in existence on the
date hereof and any additions thereto on or before the Closing Date, whether or
not carried on the Financial Statements- PE, and whether or not owned in the
name of PE or any of the PE Affiliates and wherever located excluding however
the PE Excluded Property and any PE Personal Property located therein; excepting
however the PE Excluded Property.

     

    “PE Real Property” shall mean
the real property and improvements thereon owned or leased or under contract to
be owned or leased by PE or any PE Affiliate as of the Closing Date and which
are used or useable in the operations of PE Destination Clubs, which are
identified and set forth on attached EXHIBIT “C” (the “PE U.S. Property”) and EXHIBIT “D” (the “PE Foreign Property”) and
Exhibit “E” (the “PE Leased Property”), attached
hereto and incorporated herein by this reference.  Each of Exhibits
“C” though “E” shall set forth the location, state, address, owner/lessee of
each PE Real Property, and the following: (i) with respect to the owned
property, the Allowable Indebtedness and Appraised Value of each owned PE Real
Property in accordance with the terms hereof and (ii) with respect to the leased
property, the lease expiration date and monthly rent as respects each leased PE
Real Property.   For purposes of this Agreement, the PE Real
Property shall only include the PE Excluded Property to the extent of such real
property is set forth on Exhibit “E” and the PE Affiliates leasehold interest in
such real property.

     

    “PE Resigned Members” shall
mean  the PE DC Members (defined hereinabove) and UE Members-PE and
Current PE Members (as said term are defined in the Marketing Cooperation
Agreement) who are on the PE resignation/redemption list as set forth on Schedule 4.1(qq) attached
hereto and incorporated herein by this reference.

     

    “PE Schedules” shall mean the
schedules to be provided by PE and attached hereto pursuant to Section 4.1
below.

     

    “PE’s Knowledge” shall mean the
actual knowledge without any duty to inquire or investigate of Richard Keith,
Tommy Robinson and/or Ed Powers.


    
      
         


      

      
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    “Person” shall mean a natural
person or any legal, commercial or governmental entity such as, but not limited
to, a corporation, partnership, firm, association, joint venture, individual,
trust or any other legal entity, including public bodies, whether or not a Party
hereto.

     

    “Personal Information” shall
mean any information that personally identifies any Person, including any DC
Member or any other Person on any customer list.

     

    “Property” shall mean the PE
Property and the Holdings Property.

     

    “Real Property” shall mean the
PE Real Property and the Holdings Real Property.

     

    “Surviving Obligations” shall
mean those obligations set forth in Article 9 and Sections 11.11 and 11.12 of
this Agreement.

     

    “Sypris/Ito Designated Real
Property” shall mean the real properties and improvements thereon which
are identified and set forth on attached EXHIBIT “K”.

     

    “Sypris/ITO Settlement” shall
mean the Liability arising out or connection with the settlement
agreements/arrangements attached and/or described on Schedule 1.3(a) attached
hereto and incorporated herein by this reference.

     

    “Tax” shall mean any federal,
state, county, local, foreign and other taxes, assessments, charges, fees, and
impositions, including interest and penalties thereon or with respect thereto,
whether disputed or not, including but not limited to any employment, income,
sales or use taxes.

     

    “Tax Returns” shall mean all
returns, reports, filings, declarations and statements relating to Taxes that
are required to be filed, recorded, or deposited with any Governmental
Authority, including any attachment thereto or amendment thereof.

     

    “Title Company” shall mean
Fidelity Title Insurance Company or such other title insurance company mutually
acceptable to both PE and Holdings, and doing business in the states where the
Real Property is located.

     

    “Trade Secrets” shall mean any
discoveries, inventions, software (object code or source code), regardless of
the stage of development, software and equipment documentation, including
flowcharts and diagrams, designs, drawings, and models, internal specifications
and testing procedures, Data and Data bases, marketing, development and research
plans, novel techniques and procedures, customer lists, bidding policies and
procedures, and all miscellaneous marketing information concerning pricing
policies, price lists, orders and revenue.


    
      
         


      

      
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    “Unassumed Liabilities” shall
mean as respects PE or PE Affiliates the following: (i) any Liability that is
not any of the Assumed Liabilities nor specifically assumed pursuant to Section
2.2;  (ii) any Liability relating to the ownership, operation and/or
management of the PE Property (including, but not limited to, the PE Real
Property) allocable (on a per diem basis) prior to the Closing Date (without
regard to when such amounts are due and payable), including, but not limited to,
mortgages, construction fees, management fees, maintenance fees, repairs,
utility fees, bills, taxes, assessments, rental fees, attorneys fees and any
expenses necessary to comply with Section 5.6 below; except as respect Assumed
PE Closing Costs that do not exceed in the aggregate the Assumed PE Closing
Costs Cap; (iii) any Lien relating to the owned PE Real Property in the
aggregate which exceeds the amount of “Allowable Indebtedness” as set forth on
Exhibits C or D or otherwise agreed to by the Parties in writing; (iv) any
Liability for transfer, documentary, sales, use, registration, value-added and
other similar Tax and related amounts (including any penalties, interest and
additions to Tax) incurred in connection with this Agreement and any of the
transactions contemplated hereby;  except as respect Assumed PE
Closing Costs that do not exceed in the aggregate the Assumed PE Closing Costs
Cap; (v) any Liability arising under any
Benefit Plan maintained or operated by PE for the period of time prior to the
Closing Date; (vi) any Liability of PE that
relates to, or that arises out of, the employment or termination of the
employment of any employee or former employee of PE (including as a result of
the transactions contemplated by this Agreement) that accrued prior to the
Closing Date; (vii) any Undisclosed
Liabilities; (viii) any costs associated with ensuring that the owned PE Real
Property has clear title; (ix) any title insurance premiums incurred for the PE
Real Property of or for the benefit of the owners of the Real Property; and (x)
all costs relating to opinions of counsel to the Title Company in connection
with the issuance of any title insurance in connection with the PE Real Property
(items (i)–(x) being hereinafter collectively referred as “Unassumed Liabilities –
Closing”);  (xi) any Liability arising from or relating to the
Holdings DC Memberships refund or redemption obligations for members in good
standing at the Closing Date except as respects the Assumed Membership Refund
Obligations; (xii) any Liability prior to the Closing Date, including but not
limited to redemption and refund financial obligations, arising from or relating
to PE DC Members who have notified any Party of their intent to resign their PE
DC Membership prior to the Closing Date excepting the PE Resigned Members;
(xiii) any Liabilities arising out of or under any action, claim, lawsuit or
suit, pending or, to PE’s Knowledge or Holdings’
Knowledge, threatened, as of the Closing Date against PE, except as
relates to the PE Resigned Members and/or the Sypris/ITO Settlement (items
(xi)–(xii) being hereinafter collectively referred as “Unassumed Liabilities-Post
Closing”).

     

    “Undisclosed Liabilities" shall
mean any Liability that is not reflected or reserved against in the PE Financial
Statements or fully disclosed in a Schedule.

     

    “Website” shall mean any online
site or address developed, owned, maintained or operated by PE or any PE
Affiliate or Holdings or any Holdings Affiliate that PE or any PE Affiliate or
Holdings or any Holdings Affiliate makes  available to third Persons
on the global computer communications network known as the
Internet.

     

    1.4          Exhibits and
Schedules.  All exhibits and/or schedules attached (or to be
attached) to this Agreement, specifically to include the PE Schedules and the
Holdings Schedules are by this reference incorporated
herein.  Notwithstanding any other provision to this Agreement to the
contrary, all exhibits and schedules to be attached to this Agreement
(specifically to include the PE Schedules and the Holdings Schedules) shall be
agreed upon by the Parties, in writing, and attached hereto no later than July
28, 2009 or such other date as mutually agreed upon by the Parties (the
“Schedule Attachment Date”), excepting, however, any exhibit or schedule for
which this Agreement expressly provides a date after the Schedule Attachment
Date on which such exhibit or schedule may be attached.  In the event
that all exhibits and schedules required to be attached hereto on or before the
Schedule Attachment Date are not timely mutually agreed to by the Parties and
attached hereto, this Agreement shall automatically terminate without any
further obligation of the Parties, other than the Surviving Obligations set
forth in set forth in Sections 11.11 and 11.12 of this Agreement and any
Surviving Obligations set forth in Article 9 related to Sections 11.11 and
11.12.


    
      
         


      

      
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    ARTICLE
2.


     

    PE Capital Contribution;
Assumption of Liabilities

     

    
      	
              2.1

            	
              PE Capital
      Contributions.

            


    

     

    a.   
        Contribution of PE
Property.  At Closing, PE, either directly or indirectly through the
PE Affiliates, shall contribute the PE Property to Holdings as a Capital
Contribution, and Holdings shall accept the PE Property in accordance with the
terms and conditions provided in this Agreement and the LLC
Agreement.

     

    b. 
          PE Additional Cash
Contribution.

     

    1.           In addition to the PE Property to be contributed to
Holdings in accordance with subparagraph  2.1.a above, as a condition
to Holdings’ obligation to close the transactions contemplated herein, which
condition may be waived, in whole or in part, by Holdings for purposes of
consummating such transactions, PE shall additionally contribute all the PE Cash
to Holdings at Closing, and Holdings shall accept the same as a Capital
Contribution in accordance with the terms and conditions provided in this
Agreement and the LLC Agreement  In the event that Holdings, in its
sole discretion but not obligation,  at Closing pays, either directly
or indirectly, on behalf  of PE or any of the PE Affiliates any of the
Unassumed Liabilities, excepting such Assumed PE Closing Costs in an amount not
to exceed the Assumed PE Closing Costs Cap, then PE shall be obligated
within sixty (60) days from the date of
Closing to contribute to Holdings an amount equal to such amount that was actually paid by Holdings at
Closing  on behalf of PE and/or PE Affiliates excepting such payments
for Assumed PE Closing Costs in an amount not to exceed the Assumed PE Closing
Costs Cap (“PE Deficient
Closing Cash”), and to the extent not paid
in full when due (i.e. sixty (60) days from the date of Closing), the Parties
agree that PE’s capital account in Holdings shall be reduced by any
amount of the PE Deficient Closing Cash  not contributed and the PE Membership Interest shall be reduced by two-tenth
of a percent (0.2%) for each Fifty Thousand and No/100 Dollars ($50,000.00) of
such PE Deficient Closing Cash contribution
shortfall (or such pro rata portion thereof).

     

    2.           Notwithstanding
subparagraph (1) above or any other provision hereof to the contrary, if, at
least on or before two (2) days prior to the Closing Date but not greater than
five (5) days prior to the Closing Date (“PE Financial Assurance Date”),
PE has not provided to Holdings sufficient proof, in writing, as determined by
Holdings in its reasonable discretion, that PE is in financial condition to
contribute  at least One and No/100 Dollars ($1.00) in PE Cash at
Closing  and excepting such Assumed PE
Closing Costs in an amount not to exceed the Assumed PE Closing Costs
Cap, to pay all of PE’s and PE Affiliates’ costs, expenses and
liabilities set forth in this Contribution Agreement or otherwise (specifically
to include, without limitation, of the Unassumed Liabilities), including, but
not limited to, costs and expenses referenced in Paragraph 5.8(a) hereunder, on
or before the Closing Date, then Holdings  have, upon written notice
to PE,  the unilateral option any time on or before 5:00 P.M. (EST) of
the day which is one (1) day after the PE Financial Assurance Date,
to:

     

    (i)           extend
the Closing Date and the PE Financial Assurance Date to such dates as Holdings
may determine in its reasonable discretion; provided, however, that the Closing
date shall not be moved to a date more than 60 days from the Closing Date set
forth in Paragraph 6.1 below and the PE Financial Assurance Date shall not be
moved to a date more than 30 days from the current PE Financial Assurance Date
respectively; or

     

    (ii)          terminate
this Agreement without any further obligation of the Parties, other than the
Surviving Obligations by providing written notice to PE and the Title
Company.


    
      
         


      

      
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    c.           PE
DC Memberships.  As a condition to Holdings’ obligation to close the
transactions contemplated herein (in addition to such Closing conditions as may
be set forth in Paragraph 6.2 below or otherwise contained herein), PE shall (i)
contribute or cause to be contributed at least Three Hundred (300) PE DC Members (the “Minimum PE Members”) existing
as of at least five (5) days prior to the Closing Date (irrespective of the
class or type of such PE DC Memberships) in good standing as of the Closing Date
and who shall have executed the Escapes Clubs membership agreement (the “Escapes Clubs Membership
Agreements”), the form and substance of which is attached as Schedule
2.1(b)(c) hereto and incorporated herein by this reference,
and  (ii)  not have a Liability arising from or related to
any redemption obligations for and PE DC Members and/or PE Resigned
Members  in the aggregate exceeding the sum of
Forty-Six  Million and No/100 Dollars ($46,000,000); provided however
that any Liability for such PE Resigned Members shall not exceed and shall be
capped at Ten Million and No/100 Dollars ($10,000,000.00). (“Maximum Redemption
Obligation”).

     

    d.           PE
Appraisals.  Except as set forth on Schedule 2.1(d) attached hereto
and incorporated herein by this reference, Holdings acknowledges that PE has
delivered completed appraisals of the owned PE Real Property (the “PE Appraisals”) and such PE
Appraisals delivered to Holdings are acceptable to Holdings as of the date
hereof.

     

    
      	
              2.2

            	
              Assumption of Certain
      Liabilities.

            


    

     

    a.      Subject
to the terms and conditions of this Agreement, Holdings shall, as of the Closing
Date, assume and be liable for the Assumed Liabilities.

     

    b.      Notwithstanding
anything herein to the contrary, Holdings shall not assume or be liable for
any Unassumed Liabilities. Such Unassumed Liabilities shall remain the
responsibility of PE and/or PE Affiliate, as applicable.  The amount
of such Unassumed Liabilities to be paid by PE, to the extent reasonably
practicable, shall be determined as of the Closing Date, which amounts due and
owing shall be offset by an amount equal to the amount of any prepaid expenses,
deposits, advances and other prepayments paid by PE
(“Prepaids”).    PE agrees to satisfy and pay all of its
Unassumed Liabilities – Closing (less any Prepaids) upon the earlier of: (i) on
or prior to the Closing Date (to the extent reasonably practicable) or (ii)
promptly upon such Unassumed Liabilities becoming due and payable.  To
the extent that either PE fails to make payments for any Unassumed Liabilities –
Closing incurred by PE, PE Affiliates or in connection with the PE Property
contributed hereunder, then Holdings shall include such amounts in the
Post-Closing Reconciliation Statement set forth in Section 3.3 of this
Agreement.

     

    ARTICLE
3.


     

    PE Membership Interest;
Reconciliation

     

    
      
        3.1          PE Membership
Interest.  In consideration for PE’s Capital Contribution as
set forth in Section
2.1 above, Holdings shall issue to PE the PE Membership Interest, provided that
in all events PE (or holders of membership interests in PE as contemplated
below) shall execute and deliver at Closing the LLC Agreement and such other
subscription agreements, investment statements and related documents as relate
to the issuance of the PE Membership Interest as are reasonably requested by
Holdings.

      

    

     

    
      3.2          JDI
Loan.  In the event that JDI exercises its right, from time to
time, to convert all or any portion
of the unpaid principal (“Conversion  JDI
Amount”) of the JDI Loan to equity in URH in accordance with the terms of
the JDI Loan and the URH Operating Agreement, both PE, and Holdings acknowledge
and agree that upon the conversion of the Conversion JDI Amount, that all
rights, title and interests of JDI as “Lender” under the JDI Loan as to the
Conversion JDI Amount shall not be extinguished and shall be deemed to be
simultaneously assigned to (or purchased by)  Ultimate Resort, LLC, a
Florida limited liability company (“UR”) or its designee’s and
each Party expressly consents and accepts such assignment/sale.  The
Parties hereto agree to execute and deliver such documents and instruments as
are necessary or reasonably requested by UR (or its designee), CapSource or JDI
to evidence such assignment, including but not limited to delivering new
promissory notes, mortgages and other collateral documents to evidence
same.  The Parties further agree that the LLC Agreement shall be
amended to expressly incorporate the terms and conditions of this Section 3.2 on
or before the Closing Date.

    


    
      
         


      

      
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              3.3

            	
              Reconciliation

            


    

    


    a.           Unassumed
Liabilities – Closing.  To the extent that it is not reasonably
practicable
for PE to satisfy any Unassumed Liabilities – Closing on or before the Closing
Date, Holdings, in addition to all other rights and remedies available to
Holding hereunder, may, but is not obligated to, satisfy and pay such Unassumed
Liabilities – Closing on behalf of PE. As soon as practicable after the Closing
Date, but in no event more sixty (60) days following the Closing Date, Holdings
shall prepare and deliver to PE and all other members of Holdings, a
post–closing reconciliation statement (“Post-Reconciliation
Statement”) listing: (i) the Unassumed Liabilities – Closing that remain
payable by PE; (ii) any Unassumed Liabilities – Closing  that Holdings
has paid or satisfied on behalf of  PE (pro rated on a per diem basis)
pursuant to the preceding sentence; (iii) any Prepaids made by PE; (iv) the net
amount owed by PE or Holdings after offsetting all amounts listed in clauses
(i), (ii), and (iii). The Post-Reconciliation Statement shall be calculated in
accordance with U.S. Generally Accepted
Accounting Principles, consistently applied
(“GAAP”). Holdings shall
deliver to PE hard copies of the work papers relating to the Post-Reconciliation
Statement and any other information reasonably requested by PE in connection
with PE’s evaluation of the Post-Reconciliation Statement. Within twenty (20) days after receipt of such Post-Closing
Reconciliation Statement, PE may object to such statement by providing written
notice (“Dispute
Notice”) to Holdings and the other members along with details of such
dispute.  If PE timely provides a Dispute Notice, the representatives
of PE and Holdings shall meet promptly and attempt in good faith to resolve any
differences (the “Reconciliation
Settlement”).  If PE and Holdings cannot agree upon a
Reconciliation Settlement within ten (10) days after the date of the Dispute
Notice, such dispute promptly shall be submitted for resolution to Holdings
independent certified public accounting firm (the “CPA Firm”).  The CPA
Firm promptly shall resolve the matters that are in disagreement between the
parties with respect to the Post-Closing Reconciliation Statement as set forth
in the Dispute Notice in accordance with the terms of this Agreement and GAAP,
and promptly shall deliver its determination (the “CPA Determination”) in writing
to PE and Holdings.  The CPA Determination shall be final and binding
upon PE and Holdings.  The fees and expenses of the CPA Firm shall be
borne by PE and Holdings pro rata based on the negative difference between the
adjustments contained in the CPA Determination from the amounts set forth in the
Post-Closing Reconciliation Statement. For the purposes of this Section, the
Post-Reconciliation Statement, the Reconciliation Settlement or the CPA
Determination shall be deemed to be the “Reconciliation Amount.” Within thirty
(30) days following the later of (x) the delivery of the Post-Reconciliation
Statement, (y) the effective date of the Reconciliation Settlement, or (z) the
delivery of the CPA Determination, the Parties shall pay the applicable Party
the Reconciliation Amount as determined in accordance with the
foregoing.  In addition to (and not in limitation of) any PE
Membership Interest adjustments set forth hereunder (specifically to include
sub-Section 2.1.b above), in the event that PE fails to pay in full the
Reconciliation Amount within the foregoing thirty (30) day period, PE’s capital
account in Holdings shall be reduced by an amount equal to the defaulted amount
(the “Defaulted Amount”)
and PE’s Membership Interest in Holdings shall be reduced by one percent (1%)
for each Five Hundred Thousand and No/100 Dollars  ($500,000.00) of
the Defaulted Amount or such pro rata portion thereof.  By way of
example, if the Defaulted Amount is $1,000,000.00, the PE’s Membership Interest
shall be reduced by two percent (2 %).  In the event that PE does not
contribute the Defaulting Amount within such thirty (30) day period, for the
twenty (20) days thereafter, the other Members of Holdings, on a pro-rata basis,
shall have the option of contributing all, but not less than all, of the
Defaulted Amount in exchange for Membership Interests equal to the PE Membership
Interest reduction.


    
      
         


      

      
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    b.           Unassumed
Liabilities – Post Closing.  To the extent that PE fails to satisfy
all of the Unassumed Liabilities – Post Closing to the reasonable satisfaction
of Holdings and URH on or before one (1) year from the date of Closing,
Holdings,  in addition to all other rights and remedies available to
Holding hereunder, may, but is not obligated to, either satisfy and pay such
Unassumed Liabilities – Post Closing on behalf of PE or to the extent that
Holding and/or Holdings Affiliate  incurs any Loss with respect to any
Unassumed Liabilities- Post Closing regardless when such Loss occurs provided
that Holdings and/or any Holdings Affiliate received written notice of demand
and/or claim for such Loss related to the Unassumed Liabilities-Post Closing,
including but not limit to being named a party in a lawsuit, within one(1) year
from the date of Closing, then within sixty days (60) following the payment by
Holdings of any such claims or Loss associated with such Unassumed Liabilities –
Post Closing, Holdings shall prepare and deliver to PE and all other members of
Holdings, a post closing reconciliation statement (“Post-Reconciliation
Statement”) listing: such amount that Holdings has paid and/or satisfied
in connection with such Unassumed Liabilities – Post Closing. Holdings shall
deliver to PE hard copies of the work papers relating to the Post-Reconciliation
Statement and any other information reasonably requested by PE in connection
with PE’s evaluation of the Post-Reconciliation Statement. Within twenty (20) days after receipt of such Post-Closing
Reconciliation Statement, PE may object to such statement by providing written
notice (“Dispute
Notice”) to Holdings and the other members along with details of such
dispute.  If PE timely provides a Dispute Notice, the representatives
of PE and Holdings shall meet promptly and attempt in good faith to resolve any
differences (the “Reconciliation
Settlement”).  If PE and Holdings cannot agree upon a
Reconciliation Settlement within ten (10) days after the date of the Dispute
Notice, such dispute promptly shall be submitted for resolution to Holdings
independent certified public accounting firm (the “CPA Firm”).  The CPA
Firm promptly shall resolve the matters that are in disagreement between the
parties with respect to the Post-Closing Reconciliation Statement as set forth
in the Dispute Notice in accordance with the terms of this Agreement and GAAP,
and promptly shall deliver its determination (the “CPA Determination”) in writing
to PE and Holdings.  The CPA Determination shall be final and binding
upon PE and Holdings.  The fees and expenses of the CPA Firm shall be
borne by PE and Holdings pro rata based on the negative difference between the
adjustments contained in the CPA Determination from the amounts set forth in the
Post-Closing Reconciliation Statement. For the purposes of this Section, the
Post-Reconciliation Statement, the Reconciliation Settlement or the CPA
Determination shall be deemed to be the “Reconciliation Amount.” Within thirty
(30) days following the later of (x) the delivery of the Post-Reconciliation
Statement, (y) the effective date of the Reconciliation Settlement, or (z) the
delivery of the CPA Determination, the Parties shall pay the applicable Party
the Reconciliation Amount as determined in accordance with the
foregoing.  In addition to (and not in limitation of) any PE
Membership Interest adjustments set forth hereunder (specifically to include
sub-Section 2.1.b above), in the event that PE fails to pay in full the
Reconciliation Amount within the foregoing thirty (30) day period, PE’s capital
account in Holdings shall be reduced by an amount equal to the defaulted amount
(the “Defaulted Amount”)
and PE’s Membership Interest in Holdings shall be reduced by one percent (1%)
for each Five Hundred Thousand and No/100 Dollars  ($500,000.00) of
the Defaulted Amount or such pro rata portion thereof.  By way of
example, if the Defaulted Amount is $1,000,000.00, the PE’s Membership Interest
shall be reduced by two percent (2 %).  In the event that PE does not
contribute the Defaulting Amount within such thirty (30) day period, for the
twenty (20) days thereafter, the other Members of Holdings, on a pro-rata basis,
shall have the option of contributing all, but not less than all, of the
Defaulted Amount in exchange for Membership Interests equal to the PE Membership
Interest reduction.

    


    3.4          Computation of the initial
PE Membership Interest.  At Closing, the initial PE Membership
Interest in Holdings shall be eight percent (8%), subject to such adjustments as
may be provided in this Agreement and the LLC Operating
Agreement.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    3.5          Post-Closing
Adjustment-PE Membership Interest.  The parties acknowledge and agree
that the LLC Agreement shall contain the following provisions as related to post
closing adjustments of the PE Membership Interest:

    


    a.           PE’s
Optional Contribution I.  For a period of sixty (60) days after the
date of Closing, PE, in its sole and absolute discretion, may make (but shall
not be obligated to make) additional cash capital contributions to the Company
of up to One Million Fifty Thousand and No/100 Dollars ($1, 050,000.00) (a
“PE Optional Contribution
I”). Such contributions may be made in any number of installments at any
time and from time to time, provided that it may be contributed only during the
sixty (60) day period following the date of the Closing. In the event that PE
timely makes any PE Optional Contribution I, then the  PE Membership
Interest shall increase by two-tenth of a percent
(0.2%) for each Fifty Thousand and No/100 Dollars ($50,000.00) of such PE
Optional Contribution I (or such pro rata portion
thereof).

     

    b.           PE’s
Optional Contribution II.  For a period of sixty (60) days after the
date of Closing, PE, in its sole and absolute discretion, may make (but shall
not be obligated to make) additional cash capital contributions to the Company
of up to One Million One Hundred Ninety-Six Thousand Eight Hundred Sixty-Six and
67/100 Dollars ($1,196,866.67) (a “PE Optional Contribution II”).
Such contributions may be made in any number of installments at any time and
from time to time, provided that it may be contributed only during the sixty
(60) day period following the date of the Closing. In the event that PE timely
makes any PE Optional Contribution II, then the PE Membership Interest shall
increase by one percent (1%) for each Five
Hundred Thousand and No/100 Dollars  ($500,000.00) of such PE Optional Contribution II (or such pro rata portion thereof).

     

    c.           Net
Sale Proceeds - Sypris/Ito Designated Real Property.  Commencing on
the date of the Closing and continuing for a period of six (6) months
thereafter, Holdings shall use commercially reasonable efforts to market and
sell each Sypris/Ito Designated Real Property to a third party; provided
Holdings shall not be obligated to accept any offer for the sale of any such
properties unless the Net Sale Proceeds related to any Sypris/Ito Designated
Real Property is or will be equal to or greater than One and No/100 Dollar
($1.00) .  For purposes of this Agreement, the term “Net Sale
Proceeds” shall mean, with respect to the sale of any Sypris/Ito Real Property,
the amount equal to: (i) the gross sale proceeds received by Holdings from a
purchaser in connection with such sale, less (ii) less all costs and expenses
incurred by Holdings in connection with such sale, including but not limited to
attorney’s fees and costs, settlement charges, recording costs, transfer and
intangible taxes, title charges, and other closing costs actually incurred; less
(iii) any indebtedness and/or obligations related to such Sypris/Ito Designated
Property, including any release fee payable in connection with the CapSource
Loan, paid by Holdings (and/or deducted from Holdings gross proceeds) at closing
of such Sypris/Ito Designated Real Property.   At a date six (6)
months from the date of Closing, in the event that Holdings is successful in
selling any Sypris/Ito Designated Real Property and the aggregate amount of the
Net Sale Proceeds received by Holdings (“Total Net Sale Proceeds”)
related to all such sold Sypris/Ito Designated Real Property is greater than One
and No/100 Dollar ($1.00), then the PE Membership Interest shall be increased by
one percent (1%) for each Five Hundred Thousand and No/100
Dollars  ($500,000.00) of such
Total Net Sale Proceeds (or such pro rata
portion thereof). Notwithstanding anything in this Agreement to the
contrary, Holdings, shall, in its sole discretion, have the right to determine
how the Net Sale Proceeds derived from the sale of any Sypris/Ito Designated
Property will be used by Holdings and the Holdings and PE agree that Holdings
shall not be obligated to use any such Net Sale Proceeds to satisfy all or a
portion of the Liability associated with the Sypris/ITO
Settlement.


    
      
         


      

      
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    d.           PE
Resigned Members.  From and after the Effective Date, PE shall use
best efforts to cause all PE Resigned Members to (in the following order of
priority):  (1) agree to the removal from the current
resignation/redemption list and execution of a Escapes Clubs Membership
Agreement along with payment of at least one (1) years annual dues required for
such membership (“New Holdings
Membership Option”); (2) in the event that all such PE Resigned Members
do not elect the New Holdings Membership Option, then cause such remaining PE
Resigned Members agree to removal from the current resignation/redemption list
and reactivation as a member into one of the Clubs offered by Holdings upon
terms and conditions acceptable to Holdings along with payment of at least one
(1) years annual dues required for such membership (“Reactivated Membership
Option”); or (3) in the event that all such PE Resigned Members do not
elect the either the New Holdings Membership Option or the Reactivated
Membership Option, then cause such remaining PE Resigned to execute and deliver
to Holdings the Settlement Offer (“Trust Option”) )(collectively,
the New Holdings Membership Option, Reactivated Membership Option and/or the
Trust Option being collectively referred herein as the “PE Resigned Members
Option”).  For purposes of this Agreement, the Settlement Offer
shall mean that in consideration and in exchange for such PE Resigned Member’s
agreement to participate in a settlement trust/arrangement, such trust
(including such properties and assets to be included in such trust) to be in
form and substance as recommended by a third party work out specialist (mutually
acceptable to Holdings and PE), as reasonably acceptable to Holdings, such PE
Resigned Members agree to resolves all claims and disputes amongst each other
and expressly releases and discharges PE, PE Affiliates, UR, URH, Holdings,
Holdings Affiliates and any officer, director, member, manager, successor and/or
assign from and against and Liability whatsoever, including any Liability for
redemption or resignation obligations.  At a date six (6) months from
the date of Closing, in the event that PE is successful in having any of the PE
Resigned Members elect and agree to one of the PE Resigned Members Options, then
the PE Membership Interest shall be increased by five-hundredths of a percent (0.05%) for each One Hundred
Thousand and No/100 Dollars ($100,000.00) [such increase capped at five percent
(5%)] of the amount of redemption/refund Liability (determined as of the Closing
Date) of such PE Resigned Members who have elected a PE Resigned Members
Option.

     

    ARTICLE
4.


     

    Representations and
Warranties

     

    
      4.1          Representations and
Warranties by PE.  Subject to the exceptions disclosed in the
PE Schedules,
PE hereby represents and warrants to Holdings and URH that as of May 21, 2008
(except to the extent a different date is provided, in which case such provided
date shall be the date of the applicable representation and/or warranty) and as
of the Closing Date:

    

     

    a.           PE
and the PE Affiliates are duly organized and validly existing limited liability
companies in good standing under the laws of the state of their respective
domiciles and in each of the states in which the activity of PE and the PE
Affiliates require it to register as a foreign entity with the proper business
power and authority to carry on its business and to own, lease and operate its
assets, including the PE Property.

     

    b.           PE
and the PE Affiliates have the power to carry on their business as presently
being conducted.

     

    c.           All
proceedings required by law or by the provisions of this Agreement to be taken
by PE’s Board of Managers (or any Board of Managers of PE Affiliates) or holders
of equity membership interests in PE or any PE Affiliate on or before the
Closing Date in connection with the consummation of the transactions
contemplated by this Agreement, have been or shall be duly and validly
taken.


    
      
         


      

      
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    d.           This
Agreement and the instruments to be executed and delivered to Holdings and URH
pursuant to this Agreement have been fully and properly authorized, executed,
and delivered and constitute the legal, valid, and binding obligation of PE or
the holders of equity membership interests in PE, and the PE Affiliates and the
holders of equity interest in the PE Affiliates, enforceable in accordance with
their terms, subject to bankruptcy, insolvency, reorganization or similar laws
of general application affecting the rights and remedies of creditors, and
general equity principles.

     

    e.           The
performance of this Agreement and the consummation of the transactions
contemplated by this Agreement will not result in any breach or violation of any
of the terms or provisions of, or constitute a default under, PE’s (or any of
the PE Affiliates’) Articles of Organization or governing documents, or any
agreement or instrument to which PE or any PE Affiliate is a party or by which
it is bound or to which any of the PE Property is subject.  Except as
set forth on Schedule 4.1(e) attached hereto, no consent, approval,
authorization, license, order or permit of, or declaration, filing or
registration with, any Governmental Authority or any other Person, is required
to be made or obtained by PE or any PE Affiliate in connection with the
execution, delivery and performance of this Agreement or any of the other
agreements and the consummation of the transactions contemplated
hereby.

     

    f.           
Except as set forth on Schedule 4.1(f) attached hereto, as of the Closing Date,
PE and any relevant PE Affiliate shall have Marketable and Insurable Title to
the PE Real Property subject only to the PE Permitted Exceptions.

     

    g.           This
Agreement constitutes a valid and binding obligation of PE and the PE Affiliates
and is enforceable against PE and the PE Affiliates in accordance with its
terms.  PE and the PE Affiliates have the authority to enter into this
Agreement, and as of the Closing Date to assign, transfer and deliver to
Holdings the PE Property, and each Party executing and delivering this Agreement
and all documents to be executed and delivered on behalf of PE and in regard to
the consummation of the transaction contemplated hereby has due and proper
authority to execute the same.

     

    h.           Except
as set forth on Schedule 4.1(h) attached hereto, the PE Real Property are
situated on public streets which are already completed and which are built and
paved.

     

    i.          
Each PE Real Property has available water, sewage, electric, telephone, and
television cable by the respective service providers through such completed
lines.

     

    j.           
Neither PE nor any PE Affiliate has any legal obligation, absolute or
contingent, to any Person other than Holdings to sell or transfer the PE
Property, to effect any merger, consolidation or other reorganization of the PE
Property or to enter into any agreement with respect thereto.

     

    k.           Except
as set forth on Schedule 4.1(k) attached hereto, there are no actions, suits,
claims, demands or proceedings of any kind or nature, legal or equitable, known
to PE’s management, affecting the PE Property or any portion thereof, and the PE
Property is only subject to the PE Permitted Exceptions.

     

    l.          
To PE’s Knowledge, there presently does not exist and there never has existed
on, above, or under the PE Real Property any Hazardous Materials in violation of
applicable law.  Neither PE nor to PE’s Knowledge any other Person has
ever caused or permitted any Hazardous Materials to be placed, held, located or
disposed of, on, under or at the PE Real Property, or any part thereof, in
violation of applicable law.  To PE’s Knowledge, no part of the PE
Real Property has ever been used as manufacturing, storage or dump site for
Hazardous Materials, in violation of applicable law, nor is any part of the PE
Real Property affected by any Hazardous Materials
Contamination.


    
      
         


      

      
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    m.          To
PE’s Knowledge, there are no underground storage tanks located on the PE Real
Property in violation of applicable law, and no portion of the PE Real Property,
to PE’s Knowledge, has ever been used for a garbage dump, landfill or service
station or other business selling petroleum or petroleum products, except as
otherwise disclosed by PE to Holdings and URH prior to the date
hereof.

     

    n.           Except
as set forth on Schedule 4.1(n) attached hereto, PE is aware of no zoning
restrictions that would limit the use of the PE Real Property by Holdings in
connection with the Business.

     

    o.           To
PE’s Knowledge, there are neither: (i) any condemnation proceedings having been
instituted or threatened against the Property or any portion thereof; nor (ii)
any pending public improvements in or about or outside the Property which will
in any matter affect access to the Property.

     

    p.           PE
has received no notice of any claim respecting or violation of any ordinance,
rule or regulation of any government with jurisdiction or any agency body or
subdivision thereof affecting the condition or operation of the PE
Property.  No abatement, concession, payment, rebate, allowance,
subsidy or other economic inducement or incentive has been or will be made or
promised by PE or any PE Affiliate to any party as will be binding upon
Holdings.

     

    q.           [RESERVED].

     

    r.           Except
as set forth on Schedule 4.1(r) attached hereto, neither PE nor holders of any
equity membership interest in PE or any PE Affiliate or any holders of equity
interests in any PE Affiliate are foreign nationals, and are not subject to the
provisions of Section 897(a) or 1445 of the Internal Revenue Service Code
relating to the withholding of sales proceeds to foreign
nationals.  PE agrees to execute at Closing such certificates or
affidavits reasonably necessary to document the inapplicability of the IRS code
sections referred to above.

     

    s.           Performance
of this Agreement will not result in any breach of, or constitute any default
under, or result in the imposition of any lien or encumbrance upon the PE
Property under any Agreement or other instruments to which PE or any PE
Affiliate is a party or by which PE, any PE Affiliate or the PE Property may be
bound.

     

    t.           Except
as set forth on Schedule 4.1(t) attached hereto, neither PE nor any PE Affiliate
has received notice of any claim or potential claim respecting or violation of
any Declaration or other rule, regulation or restrictive covenant applicable to
the PE Real Property from any Person, including any neighbor or any property
owners association.

     

    u.           Except
as set forth on Schedule 4.1(u) attached hereto, to PE’s Knowledge, the
Financial Statements-PE fairly present the combined financial condition of PE
and the PE Affiliates at its date and discloses all of the debts, liabilities,
and other obligations of PE and the PE Affiliates, whether accrued, absolute,
contingent, or otherwise due or to become due (including without limitation
liabilities for Taxes of any kind whatsoever) or arising out of transactions
occurring, or any state of facts existing, on or prior to the date of the
Financial Statements–PE.  Except as noted, the Financial Statements-PE
were prepared in accordance with generally accepted accounting principles,
applied on a basis consistent with prior periods. PE has or will at least
fifteen (15) business days prior to the Closing Date deliver to URH complete
copies of the Financial Statements-PE.  Until such time as the
Financial Statements-PE are delivered, PE shall deliver to URH any and all
interim financial statements of PE.


    
      
         


      

      
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    v.           Except
as set forth on Schedule  4.1(v) attached hereto,  neither
PE nor any PE Affiliate, since the Balance Sheet Date, has incurred any
obligations or liabilities, absolute, accrued, contingent, or otherwise, except
current liabilities incurred in the ordinary course of business; mortgaged,
pledged, subjected to lien, charge, or encumbrance, or granted a security
interest in any of the PE Property; cancelled any debt or claim or sold or
transferred any of its assets or properties, except sales out of inventory in
the ordinary course of business; suffered any damage, destruction, or loss
(whether or not covered by insurance) affecting its properties, business, or
prospects, or waived any rights of substantial value; or entered into any
transaction other than in the ordinary course of business.

     

    w.           No
event has occurred and no circumstance exists that might have a Material Adverse
Effect on PE or any PE Affiliate, excluding any effect on the business resulting
from general economic and market conditions, since the date of the Financial
Statements- PE.

     

    x.           All
of the PE FF&E and PE Personal Property is or shall be in good working
condition as of the Closing Date.

     

    y.           All
PE Intellectual Property held by PE or any PE Affiliate is valid, enforceable
and subsisting.  All patent, trademark, service mark and copyright
applications and registrations are listed on Schedule 4.1(y) attached
hereto.  To PE’s Knowledge, none of the PE Intellectual Property
infringes, misappropriates or conflicts with any intellectual property right
owned or used by any other Person.  Neither PE nor any PE Affiliate
has received any notice or other communication (in writing or otherwise) of any
actual, alleged, possible or potential infringement, misappropriation or
unlawful or unauthorized use of, any intellectual property right owned or used
by any other Person.  To PE’s Knowledge, no other Person is
infringing, misappropriating or making any unlawful or unauthorized use of, and
intellectual property owned or used by any other Person infringes or conflicts
with, any of the PE Intellectual Property.

     

    Neither
PE nor any PE Affiliate has licensed any of the PE Intellectual Property to any
Person on an exclusive basis or entered into any covenant not to compete or
other contract limiting or purporting to limit the ability of PE or any PE
Affiliate to exploit fully any material PE Intellectual Property or to transact
business in any market or geographical area or with any Person.

     

    Neither
PE nor any PE Affiliate is subject to any “open source” or “copy left”
obligations or otherwise required to make any public disclosure or general
availability of source code either used or developed by PE or any PE
Affiliate.

     

    z.           Each
of PE’s Contracts are valid and in full force and effect.  To PE’s
Knowledge, no Person has materially violated or breached, or declared or
committed any material default under, any of PE’s Contracts.  To PE’s
Knowledge, no event has occurred, and no circumstance or condition exists, that
might (with or without notice or lapse of time) (i) result in a material
violation or breach of any of the provisions of any of PE’s Contracts, (ii) give
any Person the right to declare a default or exercise any remedy under any of
PE’s Contracts, (iii) give any Person the right to accelerate the maturity or
performance of any of PE’s Contracts or (iv) give any Person the right to
cancel, terminate or modify any of PE’s Contracts.  PE has not
received any notice or other communication (in writing or otherwise) regarding
any actual, alleged, possible or potential material violation or breach of, or
material default under, any of PE’s Contracts; and neither PE nor any PE
Affiliate has waived any material right under any of PE’s
Contracts.

     

    To PE’s
Knowledge, each Person against which PE has or may acquire any rights under any
of PE’s Contracts is solvent and is able to satisfy all of such Person’s current
and future monetary obligations and other obligations and liabilities
thereunder.

     

    The
performance of PE’s Contracts will not result in any violation of or failure to
comply with any Law.


    
      
         


      

      
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    aa.           Each
Tax required to have been paid, or claimed by any governmental body to be
payable, by PE or any PE Affiliate has been duly paid in full.  Any
Tax required to have been withheld or collected by PE or any PE Affiliate has
been duly withheld and collected; and (to the extent required) each such Tax has
been paid to the appropriate governmental body.  PE has delivered to
Holdings and URH accurate and complete copies of all Tax Returns that have been
filed on behalf of or with respect to PE and each PE Affiliate.  The
information contained in such Tax Returns is accurate and complete in all
material respects.

     

    bb.          All
PE-Accounts Receivable that are reflected on the Financial Statements-PE as of
the Balance Sheet Date of PE and PE Affiliates represent valid obligations
arising from sales actually made or services actually performed by PE and the PE
Affiliates in the ordinary course of business.  Except to the extent
paid prior to the Closing Date, such PE -Accounts Receivable are or will be as
of the Closing Date current and, to PE’s Knowledge, collectible consistent with
past practice and will not represent a Material Adverse Effect in the
composition of such PE-Accounts Receivable in terms of aging.  To PE’s
Knowledge, there is no contest, claim, defense or right of setoff, other than
credit memos in the ordinary course of business of PE Accounts Receivable, under
any Contract with any account debtor of a PE -Accounts Receivable relating to
the amount or validity of such PE Accounts Receivable.

     

    cc.           Schedule
4.1(cc) attached hereto accurately sets forth, with respect to each insurance
policy maintained by or at the expense of, or for the direct or indirect benefit
of, PE and each PE Affiliate: (i) the name of the insurance carrier that issued
such policy and the policy number of such policy; (ii) a description of the
coverage provided by such policy and the material terms and provisions of such
policy (including all applicable coverage limits, deductible amounts and
co-insurance arrangements and any non-customary exclusions from coverage); (iii)
the annual premium payable with respect to such policy, and the cash value (if
any) of such policy; and (iv) a description of any claims pending, and any
claims that have been asserted in the past, with respect to such
policy.

     

    Each of
the insurance policies identified on Schedule 4.1(cc) attached hereto is valid,
enforceable and in full force and effect, and has been issued by an insurance
carrier that, to PE’s Knowledge, is solvent, financially sound and
reputable.  All premiums and other amounts owing with respect to said
policies have been paid in full on a timely basis.  The nature, scope
and dollar amounts of the insurance coverage provided by said policies are
reasonably sufficient to insure PE’s business, assets, operations, key
employees, services and potential liabilities in the ordinary course of the
business of PE and each PE Affiliate.

     

    dd.          Other
than those listed in Schedule 4.1(dd) attached hereto, neither PE nor any PE
Affiliate owns or controls any equity security or other interest of any other
entity.  Neither PE nor any PE Affiliate is a participant in any joint
venture, partnership, limited liability company or similar
arrangement.  Since its inception, neither PE nor any PE Affiliate has
consolidated or merged with, acquired all or substantially all of the assets of,
or acquired the stock of or any interest in any other entity.

     

    ee.           Neither
PE nor any PE Affiliate is a party to or bound by, and has never been a party to
or bound by, any employment contract or any union contract, collective
bargaining agreement or similar contract.

     

    Schedule
4.1(ee) attached hereto identifies each Benefit Plan currently maintained by PE
and each PE Affiliate. None of PE’s Benefit Plans (i) is a “multiemployer plan”
as defined in Section 4001(a) (3) of ERISA or (ii) is subject to the minimum
funding standards of Section 412 of the Code or Section 302 of
ERISA.


    
      
         


      

      
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    PE has
delivered and furnished to Holdings and URH with respect to each of PE’s Benefit
Plans: (i) an accurate and complete copy of such Benefit Plan and all amendments
thereto (including any amendment that is scheduled to take effect in the
future); (ii) an accurate and complete copy of any form, report, registration
statement or other document that has been filed with or submitted to any
governmental body with respect to such Benefit Plan; and (iii) an accurate and
complete copy of any determination letter, notice or other document that has
been issued by, or that has been received by PE or any PE Affiliate from, any
governmental body with respect to such Benefit Plan.

     

    Each of
PE’s Benefit Plans is being operated and administered in full compliance with
its provisions.  Each contribution or other payment that is required
to have been accrued or made under or with respect to any such Benefit Plan has
been duly accrued and made on a timely basis.

     

    ff.           Neither
PE or any PE Affiliate, nor any of its or their respective officers, members or
directors, have employed any broker, finder or investment banker in connection
with this transaction or have incurred any liability for such fees in connection
with this transaction.

     

    gg.          On
or before the Closing Date, PE may deliver to Holdings one or more supplements
to the PE Schedules containing any information that PE believes is necessary to
update the PE Schedules to this Agreement or that PE learns of after the date
hereof that it believes should be disclosed on the PE
Schedules.  Certain information set forth in the PE Schedules is
included solely for informational purposes and may not be required to be
disclosed pursuant to this Agreement.  The disclosure of any
information shall not be deemed to constitute an acknowledgment that such
information is required to be disclosed in connection with the representations
and warranties made by PE in this Agreement or that such information is
material, nor shall information be deemed to establish a standard of
materiality, nor shall it be deemed an admission of any liability of, or
concession as to any defense available to PE.

     

    hh.          Except
as set forth on Schedule 4.1(hh), no PE Real Property is subject to any
reciprocal easement agreements, recapture, right of first refusal or repurchase
rights.

     

    ii.            To
the extent that any of the PE Property to be transferred and assigned hereunder
is owned or held by any member, shareholder, director, officer, manager,
employee, agent affiliate and/or subsidiary of PE and/or any of the PE
Affiliates and is contemplated to be and will be transferred and/or assigned by
such Person to Holdings directly, such representations and warranties contained
in this Paragraph 4.1 shall apply to such Person and shall be deemed included in
such representations and warranties for all purposes.

     

    jj.            No
representation or warranty made by PE, nor any statement, PE Schedule,
certificate or instrument furnished or to be furnished by or on behalf of PE or
any PE Affiliate to URH or Holdings pursuant to this Agreement or attached
hereto or any other document, agreement or instrument referred to herein or
therein, including, without limitation, the Financial Statements-PE, contains or
will contain any untrue statement of Material fact or omits or will omit to
state a Material fact necessary to make the statements contained therein not
misleading.

     

    kk.           The
representations and warranties in this Section 4.1 are true and correct as of
the Effective Date of this Agreement and will remain true and correct throughout
the term of this Agreement up to and including the Closing
Date.


    
      
         


      

      
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    ll.            
PE and its equity owners have such knowledge and experience in financial and
business matters that they are capable of evaluating the merits and risks of
their purchase of the PE Membership Interest.  The PE and, to its
knowledge after due inquiry, its equity owners are “accredited investors” as
that term is defined under Rule 501 promulgated under the Act and, as such, are
acquiring the PE Membership Interest and any other membership interests in the
Company in accordance with the terms of the LLC Agreement solely for their
account, for investment purposes only, and not with a view to the disposition of
any part thereof within the meaning of Section 2(11) of the Securities Act of
1933.  PE acknowledges and agrees that the PE Membership Interest have
not been registered under the Act or any other federal or applicable state
securities Laws and may not be sold or otherwise disposed of without
registration under such laws or an exemption therefrom.  PE further
acknowledges that it has reviewed the LLC Agreement and is fully familiar with
the restrictions on transfer contained therein.

     

    mm.         PE
hereby confirms, acknowledges, and represents that prior to and as of the
Closing Date: (i) that it has had the opportunity
to review the books and records of Holdings, URH and all material
contracts and documents relating to the sale of PE Membership Interest that the
Holdings has provided to PE, (ii) that it has been given an opportunity to ask
questions of, and receive answers from, the members, managers, officers of
Holdings, URH and representatives of Holdings and URH concerning the terms and
conditions of the transactions contemplated by this Agreement, and all such
questions have been answered to the satisfaction of the PE, and (iii) Holdings
has made available or delivered to PE all documents, records, books, and other
additional information reasonably requested by PE.

     

    nn.          PE
recognizes that the purchase of the PE Membership Interest involves a high
degree of risk in that (i) an investment in the Company is highly speculative
and only investors who can afford the loss of their entire investment should
consider investing in the Company; (ii) it may not be able to liquidate its
investment; (iii) transferability of the PE Membership Interest is extremely
limited; and (iv) in the event of a disposition, an investor could sustain the
loss of its entire investment.

     

    oo.           PE
acknowledges that this offering of the PE Membership Interest may involve tax
consequences, and that the contents of this Agreement do not contain tax advice
or information. PE acknowledges that PE (and its equity owners) must retain
their own professional advisors to evaluate the tax and other consequences of an
investment in the Company.

     

    pp.           PE
understands that the PE Membership Interest has not been registered under the
Securities Act of 1933 nor any applicable state securities acts by reason of a
claimed exemption under the provisions of such act which depends, in part, upon
PE’s investment intention and its representations provided
hereunder.

     

    qq.           Schedule
4.1(qq) attached hereto identifies sets forth and identifies all PE Resigned
Members along with their names, address, telephone numbers, and e-mail address
along with the date each PE Resigned Member provided notice of their
resignation/refund along with the redemption/refund Liability associated with
each such PE Resigned Member.  Other than the PE Resigned Members,
there are no other PE DC Members who have notified PE or any PE Affiliate of
their intent to resign or have resigned, their PE DC Membership prior to the
Closing.  Further, other than the PE DC Members in good standing as of
the Closing Date who have executed the Escapes membership Agreements and the PE
Resigned Members, there are no, nor will there be, any other PE DC Members
existing as of the Closing Date to whom either PE or Holdings will have any
Liability whatsoever arising from or related to redemption obligations from and
after the date of Closing.

     

    4.2           Representations and
Warranties by Holdings.  Subject to the exceptions disclosed in the
Holdings Schedules, Holdings hereby represents and warrants to PE that as of May
21, 2008 (except to the extent a different date is provided, in
which case such provided date shall be the date of the applicable representation
and/or warranty) and as of the Closing
Date:

     

    a.           Holdings
and Holdings Affiliates are duly organized and validly existing limited
liability companies in good standing under the laws of the state of their
respective domiciles and in each of the states in which the activity of Holdings
and Holdings Affiliates requires it to register as a foreign entity with the
proper business power and authority to carry on its business and to own, lease
and operate its assets, including the Holdings Property.


    
      
         


      

      
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      b.           Holdings
and Holdings Affiliates have the power to carry on their business as presently
being conducted and to enter into this Agreement.

       

      c.           As
of the Closing Date, all proceedings required by law or by the provisions of
this Agreement to be taken by Holdings Board of Managers (or any Board of
Managers of Holdings Affiliates) or holders of equity membership interests in
Holdings or any Holdings Affiliate on or before the Closing Date in connection
with the consummation of the transactions contemplated by this Agreement shall
have been duly and validly taken.

       

      d.           This
Agreement and the instruments to be executed and delivered to PE pursuant to
this Agreement have been fully and properly authorized, executed, and delivered
and constitute the legal, valid, and binding obligation of Holdings, and
Holdings Affiliates and the holders of equity interest in Holdings Affiliates,
enforceable in accordance with their terms, subject to bankruptcy, insolvency,
reorganization or similar laws of general application affecting the rights and
remedies of creditors, and general equity principles.

       

      e.           The
performance of this Agreement and the consummation of the transactions
contemplated by this Agreement will not result in any breach or violation of any
of the terms or provisions of, or constitute a default under, Holdings’ (or any
of Holdings Affiliates’) Articles of Organization or governing documents, or any
agreement or instrument to which Holdings or any Holdings Affiliate is a party
or by which it is bound or to which any of the Holdings Property is
subject.  Except as set forth on Schedule 4.2(e) attached hereto, no
consent, approval, authorization, license, order or permit of, or declaration,
filing or registration with, any Governmental Authority or any other Person, is
required to be made or obtained by Holdings or any Holdings Affiliate in
connection with the execution, delivery and performance of this Agreement or any
of the other agreements and the consummation of the transactions contemplated
hereby.

       

      f.         
  Except as set forth on Schedule 4.2(f) attached hereto, as of the
Closing Date, Holdings and any relevant Holdings Affiliate shall have Marketable
and Insurable Title to the owned Holdings Real Property subject only to the
Holdings Permitted Exceptions.

       

      g.           This
Agreement constitutes a valid and binding obligation of Holdings and the
Holdings Affiliates and is enforceable against Holdings and the Holdings
Affiliates in accordance with its terms.  Holdings and the Holdings
Affiliates have the authority to enter into this Agreement.  Each
Party executing and delivering this Agreement and all documents to be executed
and delivered on behalf of Holdings and in connection with the consummation of
the transaction contemplated hereby has due and proper authority to execute the
same.

       

      h.           Except
as set forth on Schedule 4.2(h) attached hereto, the Holdings Real Properties
are situated on public streets which are already completed and which are built
and paved.

       

      i.         
  Each owned Holdings Real Property has available water, sewage,
electric, telephone, and television cable by the respective service providers
through such completed lines.

       

      j.          
 Neither Holdings nor any Holdings Affiliate has any legal obligation,
absolute or contingent, to any Person other than Holdings to sell or transfer
the Holdings Property, to effect any merger, consolidation or other
reorganization of the Holdings Property or to enter into any agreement with
respect thereto.


      
        
           


        

        
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      k.           Except
as set forth on Schedule 4.2(k) attached hereto, there are no actions, suits,
claims, demands or proceedings of any kind or nature, legal or equitable, known
to Holdings’ management, affecting the Holdings Property or any portion thereof,
and the owned Holdings Property is only subject to the Holdings Permitted
Exceptions.

       

      l. 
          To Holdings’
Knowledge, there presently does not exist and there never has existed on, above,
or under the owned Holdings Real Property any Hazardous Materials in violation
of applicable law.  Neither Holdings nor to Holdings’ Knowledge any
other Person has ever caused or permitted any Hazardous Materials to be placed,
held, located or disposed of, on, under or at the owned Holdings Real Property,
or any part thereof, in violation of applicable law.  To Holdings’
Knowledge, no part of the owned Holdings Real Property has ever been used as
manufacturing, storage or dump sites for Hazardous Materials, in violation of
applicable law, nor is any part of the Holdings Real Property affected by any
Hazardous Materials Contamination.

       

      m.           To
Holdings’ Knowledge, there are no underground storage tanks located on the
Holdings Real Property in violation of applicable law, and no portion of the
Holdings Real Property, to Holdings’ Knowledge, has ever been used for a garbage
dump, landfill or service station or other business selling petroleum or
petroleum products, except as otherwise disclosed by PE to Holdings and Holdings
prior to the date hereof.

       

      n.           Except
as set forth on Schedule 4.2(n) attached hereto, Holdings is aware of no zoning
restrictions that would limit the use of the Holdings Real Property by Holdings
in connection with its business.

       

      o.           To
Holdings’ Knowledge, there are neither: (i) any condemnation proceedings that
have been instituted or threatened against the Property or any portion thereof;
nor (ii) any pending public improvements in or about or outside the Property
which will in any matter affect access to the Property.

       

      p.           Holdings
has received no notice of any claim respecting or violation of any ordinance,
rule or regulation of any government with jurisdiction or any agency body or
subdivision thereof affecting the condition or operation of the Holdings
Property.  No abatement, concession, payment, rebate, allowance,
subsidy or other economic inducement or incentive has been or will be made or
promised by Holdings or any Holdings Affiliate to any party as will be binding
upon Holdings.

       

      q.           [RESERVED].

       

      r.
           Except as set
forth on Schedule 4.2(r) attached hereto, neither Holdings nor, to Holdings’
Knowledge, any holders of any equity membership interest in Holdings or any
Holdings Affiliate or any equity holders of equity interest in any Holdings
Affiliate are foreign nationals, and are not subject to the provisions of
Section 897(a) or 1445 of the Internal Revenue Service Code relating to the
withholding of sales proceeds to foreign nationals.  Holdings agrees
to execute at Closing such certificates or affidavits reasonably necessary to
document the inapplicability of the IRS code sections referred to
above.

       

      s.           Performance
of this Agreement will not result in any breach of, or constitute any default
under, or result in the imposition of any lien or encumbrance upon the Holdings
Property under any Agreement or other instruments to which Holdings or any
Holdings Affiliate is a party or by which Holdings, any Holdings Affiliate or
the Holdings Property may be bound.


      
        
           


        

        
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      t.
           Except as set
forth on Schedule 4.2(t) attached hereto, neither Holdings nor any Holdings
Affiliate has received notice of any claim or potential claim, that has not been
otherwise resolved/settled as of the Effective Date, without a Material Adverse
Effect on Holdings’ use of any of its Properties in connection with its
business, respecting a violation of any Declaration or other rule, regulation or
restrictive covenant applicable to the Holdings Real Property from any Person,
including any neighbor or any property owners association.

       

      u.           Except
as set forth on Schedule 4.2(u) attached hereto, to Holdings’ Knowledge, the
Financial Statements-URH fairly present the financial condition of URH and each
its affiliates at its date and discloses all of the debts, liabilities, and
other obligations of URH and each of its affiliates required to be shown
thereon, whether accrued, absolute, contingent, or otherwise due or to become
due (including without limitation liabilities for Taxes of any kind whatsoever)
or arising out of transactions occurring, or any state of facts existing, on or
prior to the date of the Financial Statements-URH.  Except as noted,
the Financial Statements-URH were prepared in accordance with generally accepted
accounting principles, applied on a basis consistent with prior
periods.  Holdings has or will at least fifteen (15) business days
prior to the Closing Date deliver to PE complete copies of the Financial
Statements-URH.  Until such time as the Financial Statements-URH are
delivered, Holdings shall deliver to PE any and all interim financial statements
of URH.

       

      v.           Except
as set forth on the  Financial Statements-URH or Schedule 4.2(v)
attached hereto, neither Holdings nor any Holdings Affiliate, since the Balance
Sheet Date, has incurred any obligations or liabilities, absolute, accrued,
contingent, or otherwise, except current liabilities incurred in the ordinary
course of business; mortgaged, pledged, subjected to monetary lien, charge, or
encumbrance, or granted a security interest in any of the Holdings Property;
cancelled any debt or claim or sold or transferred any of its assets or
properties, except sales out of inventory in the ordinary course of business;
suffered any damage, destruction, or loss (whether or not covered by insurance)
affecting its properties, business, or prospects, or waived any rights of
substantial value; or entered into any transaction other than in the ordinary
course of business.

       

      w.           No
event has occurred and no circumstance exists that would reasonably be expected
to have a Material Adverse Effect on Holdings or any Holdings Affiliate,
excluding any effect on the business resulting from general economic and market
conditions, since the date of the Holdings Financial Statements.

       

      x.           All
of the Holdings FF&E and Holdings Personal Property is or shall be in good
working condition as of the Closing Date, normal wear and tear
excepted.

       

      y.           All
Holdings Intellectual Property held by Holdings or any Holdings Affiliate is
valid, enforceable and subsisting.  All patent, trademark, service
mark and copyright applications and registrations are listed on Schedule
4.2(y).  To Holdings’ Knowledge, none of the Holdings Intellectual
Property infringes, misappropriates or conflicts with any intellectual property
right owned or used by any other Person.  Neither Holdings nor any
Holdings Affiliate has received any notice or other communication (in writing or
otherwise) of any actual, alleged, possible or potential infringement,
misappropriation or unlawful or unauthorized use of, any intellectual property
right owned or used by any other Person.  To Holdings’ Knowledge, no
other Person is infringing, misappropriating or making any unlawful or
unauthorized use of, and intellectual property owned or used by any other Person
infringes or conflicts with, any of the Holdings Intellectual
Property.

       

      Neither
Holdings nor any Holdings Affiliates has licensed any of the Holdings
Intellectual Property to any Person on an exclusive basis or entered into any
covenant not to compete or other contract limiting or purporting to limit the
ability of Holdings or any Holdings Affiliate to exploit fully any material
Holdings Intellectual Property or to transact business in any market or
geographical area or with any Person.


      
        
           


        

        
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      Neither
Holdings nor any Holdings Affiliate is subject to any “open source” or “copy
left” obligations or otherwise required to make any public disclosure or general
availability of source code either used or developed by Holdings or any Holdings
Affiliate.

       

      z.           Each
of Holdings’ Contracts are valid and in full force and effect.  To
Holdings’ Knowledge, no Person has materially violated or breached, or declared
or committed any material default under, any of Holdings’
Contracts.  To Holdings’ Knowledge, no event has occurred, and no
circumstance or condition exists, that might (with or without notice or lapse of
time) (i) result in a material violation or breach of any of the provisions of
any of Holdings’ Contracts, (ii) give any Person the right to declare a default
or exercise any remedy under any of Holdings’ Contracts, (iii) give any Person
the right to accelerate the maturity or performance of any of Holdings’
Contracts or (iv) give any Person the right to cancel, terminate or modify any
of Holdings’ Contracts.  Holdings has not received any notice or other
communication (in writing or otherwise) regarding any actual, alleged, possible
or potential material violation or breach of, or material default under, any of
Holdings’ Contracts; and neither Holdings nor any Holdings Affiliate has waived
any material right under any of Holdings’ Contracts.

       

      The
performance of Holdings’ Contracts by Holdings
will not result in any violation of or failure to comply with any Law,
and Holdings’ Contracts do not require performance of any covenant which would
result in any violation of or failure to comply with any Law.

       

      The
performance of Holdings’ Contracts will not result in any violation of or
failure to comply with any Law.

       

      aa.         Each
Tax required to have been paid, or claimed by any governmental body to be
payable, by Holdings or any Holdings Affiliate has been duly paid in
full.  Any Tax required to have been withheld or collected by Holdings
or any Holdings Affiliate has been duly withheld and collected; and (to the
extent required) each such Tax has been paid to the appropriate governmental
body.  Holdings has delivered to Holdings and PE accurate and complete
copies of all Tax Returns that have been filed on behalf of or with respect to
Holdings and each Holdings Affiliate.  The information contained in
such Tax Returns is accurate and complete in all material respects.

       

      bb.         All
Holdings Accounts Receivable that are reflected on the Financial
Statements-Holdings as of the Balance Sheet Date of Holdings and Holdings
Affiliates represent or will represent valid obligations arising from sales
actually made or services actually performed by Holdings and the Holdings
Affiliates in the ordinary course of business.  Except to the extent
paid prior to the Closing Date, such Holdings Accounts Receivable are current
and, to Holdings’ Knowledge, collectible consistent with past practice and will
not represent a Material Adverse Effect in the composition of
such  Holdings Accounts Receivable in terms of aging. To Holdings’
Knowledge, there is no contest, claim, defense or right of setoff, other than
credit memos in the ordinary course of business of Holdings Accounts Receivable,
under any Contract with any account debtor of an Holdings -Accounts Receivable
relating to the amount or validity of such Holdings Accounts
Receivable

       

      cc.         Schedule
4.2(cc) attached hereto attaches each insurance policy maintained by or at the
expense of, or for the direct or indirect benefit of, Holdings and each Holdings
Affiliate and accurately sets forth, with respect thereto: (i) the name of the
insurance carrier that issued such policy and the policy number of such policy;
(ii) a description of the coverage, applicable coverage limits. Deductable
amounts and co-insurance arrangements and any non-customary exclusions from
coverage; (iii) the annual premium payable with respect to such policy, and the
cash value (if any) of such policy; and (iv) a description of any claims
pending, and any claims that have been asserted in the past, with respect to
such policy.


      
        
           


        

        
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      Each of
the insurance policies identified on Schedule 4.2(cc) is valid, enforceable and
in full force and effect, and has been issued by an insurance carrier that, to
Holdings’ Knowledge, is solvent, financially sound and reputable.  All
premiums and other amounts owing with respect to said policies have been paid in
full on a timely basis.  The nature, scope and dollar amounts of the
insurance coverage provided by said policies are reasonably sufficient to insure
Holdings’ business, assets, operations, key employees, services and potential
liabilities in the ordinary course of the business of Holdings and each Holdings
Affiliate.

       

      dd.         Other
than those listed in Schedule 4.2(dd) attached hereto, neither Holdings nor any
Holdings Affiliate owns or controls any equity security or other interest of any
other entity.  Neither Holdings nor any Holdings Affiliate is a
participant in any joint venture, partnership, limited liability company or
similar arrangement.  Since its inception, neither Holdings nor any
Holdings Affiliate has consolidated or merged with, acquired all or
substantially all of the assets of, or acquired the stock of or any interest in
any other entity.

       

      ee.         Neither
Holdings nor any Holdings Affiliate is a party to or bound by, and has never
been a party to or bound by, any employment contract or any union contract,
collective bargaining agreement or similar contract, and there is no unfair
labor practice charge or employee-related complaint pending against Holdings or,
to Holdings’ Knowledge, threatened, before any Governmental
Authority.

       

      Schedule
4.2(ee) attached hereto identifies each Benefit Plan currently maintained by
Holdings and each Holdings Affiliate. None of Holdings’ Benefit Plans (1) is a
“multiemployer plan” as defined in Section 4001(a) (3) of ERISA or (2) is
subject to the minimum funding standards of Section 412 of the Code or Section
302 of ERISA.

       

      Holdings
has delivered and furnished to Holdings and PE with respect to each of Holdings’
Benefit Plans: (1) an accurate and complete copy of such Benefit Plan and all
amendments thereto (including any amendment that is scheduled to take effect in
the future); (2) an accurate and complete copy of any form, report, registration
statement or other document that has been filed with or submitted to any
governmental body with respect to such Benefit Plan; and (3) an accurate and
complete copy of any determination letter, notice or other document that has
been issued by, or that has been received by Holdings or any Holdings Affiliate
from, any governmental body with respect to such Benefit Plan.

       

      Each of
Holdings’ Benefit Plans is being operated and administered in full compliance
with its provisions.  Each contribution or other payment that is
required to have been accrued or made under or with respect to any such Benefit
Plan has been duly accrued and made on a timely basis.

       

      ff.          Except
as otherwise set forth on Schedule 4.2(ff), neither Holdings nor any Holdings
Affiliate, nor any of their respective officers, members or directors, have
employed any broker, finder or investment banker in connection with this
transaction or have incurred any liability for such fees in connection with this
transaction.

       

      gg.         On
or before the Closing Date, Holdings may deliver to PE one or more supplements
to the Holdings Schedules containing any information that Holdings believes is
necessary to update the Holdings Schedules to this Agreement or that Holdings
learns of after the date hereof that it believes should be disclosed on the
Holdings Schedules.  Certain information set forth in the Holdings
Schedules is included solely for informational purposes and may not be required
to be disclosed pursuant to this Agreement.  The disclosure of any
information shall not be deemed to constitute an acknowledgment that such
information is required to be disclosed in connection with the representations
and warranties made by Holdings in this Agreement or that such information is
material, nor shall information be deemed to establish a standard of
materiality, nor shall it be deemed an admission of any liability of, or
concession as to any defense available to Holdings.


      
        
           


        

        
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      hh.        Except
as set forth on Schedule 4.2(hh), no owned Holdings Real Property is subject to
any reciprocal easement agreements, recapture, right of first refusal or
repurchase rights.

       

      ii.           No
representation or warranty made by Holdings, nor any statement, Holdings
Schedule, certificate or instrument furnished or to be furnished by or on behalf
of Holdings or any Holdings Affiliate to PE or Holdings pursuant to this
Agreement or attached hereto or any other document, agreement or instrument
provided to PE hereunder or thereunder, including, without limitation, the
Financial Statements-Holdings, contains or will contain any untrue statement of
Material fact or omits or will omit to state a Material fact necessary to make
the statements contained therein not misleading.

       

      jj.           When
issued and delivered in accordance with the terms of this Agreement, the PE
Membership Interest (i) will be validly issued, fully paid and nonassessable,
and (ii) will be free of preemptive rights and restrictions on transfer other
than those imposed under Federal and state securities laws and the LLC
Agreement.

       

      4.3          Representations
and Warranties by URH.  URH hereby represents and warrants to
PE and Holdings that as of Effective Date (except to the extent a
different date is provided, in which case such provided date shall be the date
of the applicable representation and/or warranty) and as of the Closing Date:

       

      a.           This
Agreement constitutes a valid and binding obligation of the URH and is
enforceable against URH in accordance with its terms;

       

      b.           At
or prior to Closing, URH shall or shall have contributed, assigned, transferred,
conveyed and delivered to Holdings Marketable and Insurable Title to the
Holdings Property (excepting the Holdings Excluded Property) subject only to the
Holdings Permitted Exceptions in exchange for one hundred percent (100%) of the
limited liability membership interests in Holdings.

       

      c.           The
representations and warranties in this Section 4.3 are true and correct as of
the Effective Date of this Agreement and will remain true and correct throughout
the term of this Agreement up to and including the Closing Date.

       

      ARTICLE
5.


       

      Covenants and
Agreements

       

      5.1.         Title – Holdings Real
Property.  At Closing, the Holdings Real Property will be free
and clear of any liens, claims, easement or encumbrances except for: (i) ad
valorem Taxes not yet due and payable for the year in which the respective
Closing occurs; (ii) all exceptions, restrictions and matters set forth in the
Current Holdings Title Policies/Commitments; and (iii) and any lien or mortgage
set forth on Schedule 5.1 attached hereto (items (i), (ii) and (iii) being
hereinafter collectively referred to as the “Holdings Permitted
Exceptions”). PE may, but shall not be obligated, to have the period from
the Effective Date of this Agreement through and including the Closing Date in
which to have a check-down or title update
of the Current Holdings Title
Policies/Commitments performed by the Title Company, at PE’s expense.  In the
event that PE finds any additional matters affecting title to the
Holdings Real Property other than the Holdings Permitted Exceptions (“Additional Exceptions”), and PE determines, in its reasonable
discretion, that such Additional Exceptions
impede or obstruct the intended use of the Holdings Real Property in connection
with its business or is one of the Undisclosed Liabilities existing on the
Effective Date, then PE may deliver to Holdings written notice of any
such defects or objections at least ten (10) days prior to the date of
Closing.  Holdings shall thereafter have until the Closing
Date  in which to cure or terminate any such defect or objection. If
Holdings is unable or refuses to remove or cure such additional title objections
pertaining to the Holdings Real Property, then PE may: (i) deliver to Holdings a notice terminating
this Agreement, whereupon the Parties shall have no further rights or
obligations hereunder other than the Surviving Obligations; or (ii) waive any such matter or title defect and
consummate the transactions contemplated herein.


      
        
           


        

        
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      5.2.         Title - PE Real
Property.  At Closing, the PE Real Property will be free and
clear of any liens, claims, easement or encumbrances except for: (i) ad valorem
Taxes not yet due and payable for the year in which the respective Closing
occurs; (ii) all exceptions, restrictions and matters set forth in the title
commitments (“PE Title
Commitments”) delivered as of the Effective Date by PE to URH from the
Title Company, excepting those matters, defects, objections or requirements set
forth on Schedule 5.2 attached hereto (“Existing PE Title Defects”);
and (iii) any existing mortgage in favor of CapSource (items (i),
(ii)  and (iii) being hereinafter collectively referred to as the
“PE Permitted
Exceptions”). No  later than July 24, 2009, PE shall, at PE
expense, obtain and deliver to Holdings a
check-down or title update of the PE
Title Commitments performed by the Title Company.  In the event that Holdings
finds any additional matters affecting title to the PE Real Property, including
the Existing PE Title Defects, other than the PE Permitted Exceptions (“PE Additional Exceptions”), Holdings may deliver to PE written notice of any such
defects or objections at least three (3) days prior to the date of
Closing.  PE shall thereafter have until at least the earlier of : two
(2)  prior to the Closing Date or the Closing Date, in which to cure
or terminate any such defect or objection. If PE is unable or refuses to remove
or cure such additional title objections pertaining to the PE Real Property,
then Holdings may: (i) deliver to PE a
notice terminating this Agreement, whereupon the Parties shall have no further
rights or obligations hereunder other than the Surviving Obligations; (ii) waive any such matter or title defect and
consummate the transactions contemplated herein; (or) one time only, to cause
the Closing Date to be extended for a period of time not to exceed thirty (30)
days, after which a termination or waiver may occur as provided in (i) or (ii)
above.

      


      5.3.         Risk of Loss-PE
Property.  PE assumes all risk of destruction, loss, or damage
due to fire or other casualty up to the Closing Date.  On the
destruction, loss, or damage due to fire or other casualty of any of the PE
Property, subject to this Agreement, PE shall make a cash PE Capital
Contribution to Holdings for the Appraised Value of the destroyed or damaged
Property and retain such PE Membership Interest in Holdings without reduction;
provided, however, that the Cash Contribution, shall be offset by all insurance
proceeds collected for any such loss or damage delivered to Holdings at
Closing.

      


      5.4.         Operation of
Properties. Prior to Closing, PE and PE Affiliates shall continue to
operate its business in a prudent and businesslike manner, including without
limitation maintaining accounts payable consistent with past practice and
payable on no more than thirty (30) day terms.  Except as set forth in
the Marketing Cooperation Agreement, neither PE nor any of PE Affiliates shall
terminate any real estate purchase agreement or lease agreement, to which it is
a party other than in the ordinary course of business unless such party has
first obtained the prior written consent of Holdings.  Except as set
forth in the Marketing Cooperation Agreement, neither PE nor any of PE
Affiliates shall enter into any new real estate purchase agreement or lease
agreement Materially affecting any PE Property related to this Agreement without
the prior written consent of Holdings. Except as set forth in the Marketing
Cooperation Agreement, neither PE nor any of PE Affiliates shall negotiate for
nor make any offers to sell, nor accept any offers for the purchase of the PE
Property from any Person other than Holdings in accordance with the terms
hereof.


      
        
           


        

        
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      5.5.         Undertakings.  Neither
Party shall take any intentional action
during the term of this Agreement which would
materially hamper or impede the consummation of the transaction
contemplated hereunder or which would cause any of the representations and
warranties made by that Party in Article 4 to become untrue, inaccurate or
incomplete in any respect.  Each Party shall use its reasonable best efforts to take such acts
as are necessary to insure that the Party’s representations and warranties in
Article 4 remain true, accurate and complete during the term of this Agreement,
and shall promptly notify the other Parties of any occurrence that would cause
any of its representations or warranties in Article 4 to become untrue,
inaccurate or incomplete in any respect.

      


      5.6.         Certain Expenditures
-PE.    Excepting for such Assumed PE Closing Costs
in an amount not to exceed the Assumed PE Closing Costs Cap, PE shall be solely
responsible for any and all expenditures related to the PE Property incurred
prior to the Closing Date, including but not limited to mortgages, construction
fees, maintenance fees, repairs, utility fees, bills, taxes, assessments, rental
fees, attorneys fees, any expenses necessary to comply with Section 5.4
hereinabove and any and all other expenses related to the PE
Property.

      


      5.7.         Default by PE, URH, or
Holdings.  Except as otherwise specifically set forth in this
Agreement, in the event that PE, URH or Holdings Materially defaults under any
of the preceding covenants, representations and/or warranties of this Agreement
occurring or being discovered before the Closing Date, or in the event a
condition (including such conditions as set forth in Section 5.3 above), which
is caused by a Party’s gross negligence, intentional (including via inaction) or
knowing breach of its obligations hereunder, is discovered which has an Material
Adverse Effect on the PE Property or Holdings Property, as applicable, the
non-breaching Party shall provide the defaulting Party or the Party whose
Property is subject to the Condition (together, for the purposes of this
Section, the “Defaulting
Party”) and its counsel with written notice of such default specifying
the nature of such default or condition.  The Defaulting Party shall
have the earlier of: ten (10) calendar days after the date of receipt of said
notice or until the Closing Date in which to cure said default (including, if
applicable, disengaging in such activity or conduct giving rise to the default);
provided, however, that if such default cannot reasonably be cured within such
period, and if the Defaulting Party has promptly commenced and is diligently
pursuing such cure, such period shall be extended for up to an additional twenty
(20) calendar days.  In the event that the Defaulting Party does not
cure said default within said cure period, then the non-breaching Party may in
its sole discretion either: (i) waive any such default or (ii) deliver to the Defaulting Party a notice
terminating this Agreement, whereupon the Defaulting Party shall pay to the
non-breaching Party, One- Million and No/100 Dollars ($1,000,000) as liquidated
damages, it being recognized by the Parties that such liquidated damages are not
a penalty but rather constitute a reasonable pre-estimate of the actual damages
reached after negotiation between the parties, each of who recognize and agree
that such actual damages are impossible to determine at this
time.  The Parties acknowledge and agree that the remedies set forth
in this Section 5.7(ii) are not cumulative with those remedies set forth in
Sections 6.2 and 11.13 of this Agreement, it being agreed that a Party’s
election to pursue a remedy under this Section shall extinguish the right of
such Party to pursue any other remedy provided for in this
Agreement.  Unless otherwise provided herein, any and all defaults of
PE, URH or Holdings under the preceding covenants, representations and/or
warranties of this Agreement occurring or being discovered after the Closing
Date shall be governed by Article 9 hereunder.

       

      
        ARTICLE
6.

      

       

      
        Closing and
Post-Closing

      

       

      6.1          Closing Date;
Location.  Unless otherwise agreed in writing between Holdings
and PE, the Closing of the transactions contemplated herein shall be held at the
office of Weinstock & Scavo, P.C. at 3405 Piedmont Road, N. E, Suite 300
Atlanta, Georgia 30305, no later than July 31, 2009 (the “Closing Date”), on a specified
date and at a time during normal business hours as agreed to by PE and Holdings
not less than three (3) Business Days prior to the Closing
Date.


      
        
           


        

        
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      6.2          Deliveries to Be Made At
Closing; Closing Conditions.  At Closing and as a condition
thereof:

       

      a.           Holdings
shall deliver to PE, subject to the adjustments, prorations and obligations
herein provided for, the PE Membership Interest.

       

      b.           PE
and each PE Affiliate, as necessary, shall deliver (a) a non-foreign Person
certification, (b) an affidavit of residence and (c) owner’s affidavit in the
form and substance required by the Title Company.

       

      c.           PE
shall execute and deliver to Holdings such documents and instruments as
necessary and reasonably requested by Holdings to transfer and assign all of PE
and PE Affiliates right, title and interest in the PE Property to Holdings at
Closing, including such limited warranty deeds (or their equivalent, i.e. a
limited grant deed where required), bill of sales, assignment, limited liability
company interest assignments (including assignments of the PE LLC Memberships)
and other conveyance documents; free and clear of all Liens whatsoever except
for the PE Permitted Exceptions, which transfer and assignment will result in
Holdings, either directly or indirectly, owning one hundred percent (100%) of
the owned PE Real Property free and clear of Liens whatsoever except for the PE
Permitted Exceptions.

       

      d.           Contemporaneously
with the transfer and assignment of one hundred percent (100%) of the owned PE
Real Property (either directly via limited warranty deed of indirectly via
assignment of the PE LLC Memberships), PE shall convey to Holdings (either
directly via assignment or bill of sale or indirectly via assignment of the PE
LLC Memberships) all PE FF&E and PE Personal Property free and clear of any
claims, liens or interests, including but not limited to any security interests
except for the PE Permitted Exceptions.

       

      e.           Contemporaneously
with the transfer and assignment of one hundred percent (100%) of the owned PE
Real Property (either directly via limited warranty deed of indirectly via
assignment of the PE LLC Memberships), PE shall convey to Holdings (either
directly via warranty deed or indirectly via assignment of the PE LLC
Memberships), the PE Intangible Property.  Such direct transfer of the
PE Intangible Property shall be transferred by assignment and transfer
agreement, duly executed by PE, assigning all of PE’s rights, title and interest
in the PE Intangible Property, with covenants of warranty of title free and
clear of any claims, liens or interests, including any security interest except
for the PE Permitted Exceptions.

       

      f.           Contemporaneously
with the transfer and assignment of one hundred percent (100%) of the owned PE
Real Property (either directly via limited warranty deed of indirectly via
assignment of the PE LLC Memberships), PE shall have obtained the consent of all
lenders (excepting lenders in respect to the Allowable Indebtedness with regard
to any owned PE Real Property as set forth on Exhibits C, D and E) as respects
any of the PE Property (in a form satisfactory to all Parties) to the assumption
of the loans by Holdings on terms mutually acceptable to the
Parties.

       

      g.           PE
shall have arranged for and delivered to Holdings: (a) as respects any of the PE
Property which is leased property subject to any Lease, consent from the lessor
thereunder (to the extent required by the relevant Lease) to the assignment of
the rights of the lessee to Holdings with rights of occupancy to be enjoyed by
members of the Destination Clubs; and (b) consent of each Amenities Club (to the extent required) to the assignment of the
rights of Amenities Club Memberships to Holdings with rights of use respecting
the Amenities to be enjoyed by the members of the  Destination
Clubs.


      
        
           


        

        
          33

          
            

          

        

        
           


        

      


      h.           PE
shall  pay all transfer Taxes or the equivalent Tax in the
jurisdiction where each PE Real Property is located due and required to be paid
in connection with the transfer or the PE LLC Memberships or required to be paid
in connection with the recording of the limited warranty deed (or equivalent, if
any) from PE to Holdings, and recording fees for any cancellations or title
clearance documents.  PE and Holdings shall each pay its costs of
Closing (except as otherwise expressly set forth herein) and for the recording
fees, if any, incurred to record the limited warranty deeds (or equivalents, if
any) from PE to Holdings.

       

      i.           Each
Party shall bear its own attorney’s fees and expenses of Closing, inspections,
reviews, drafting and negotiation relating to this Agreement and any agreement,
instrument or document contemplated herein.

       

      j.           The
Parties shall each execute and deliver such other documents and instruments as
are reasonably helpful or necessary to evidence or effectuate the transactions
contemplated hereby including, without limitation, bill of sales, assignments,
an owner’s affidavit in a form acceptable to the Title Company, and any other
instruments required by the Title Company or necessary or helpful to consummate
this transaction and to evidence the status and capacity of each party and the
authority of the Person or Persons who are executing the various documents on
behalf the Party in connection with the contribution of the Property to
Holdings.

       

      k.           Holdings
shall be entitled to take possession, custody and control of the PE Property on
the Closing Date, immediately after the Closing is completed.

       

      l.           At
Closing, PE shall execute and deliver to Holdings a binding covenant and
agreement in form and substance acceptable to the Parties (the form of which
shall be attached hereto as Schedule 6.2(l) and incorporated herein by
reference) (i) not to interfere with Holdings’ business or the use by Holdings
of the names and Intangible Property hereunder acquired by Holdings (ii) not to
compete or interfere after Closing with Holdings’ business of offering,
delivering, selling and marketing of membership in destination
clubs.

       

      m.           Holdings,
or an Affiliate of Holdings mutually acceptable to PE and Holdings, shall enter
into employment agreements or other employment arrangements with all key
employees of PE listed on Schedule 6.2(m) to be mutually agreed by PE and
Holdings and attached hereto as Schedule 6.2(m) on or prior to  the
Closing Date, on terms mutually acceptable to PE and Holdings.

       

      n.           At
Closing, PE shall execute and deliver to Holdings the LLC
Agreement.

       

      o.           PE
shall deliver to Holdings:

       

      (i)           All
files and records pertaining to all PE Property, specifically to include all PE
Intangible Property  assigned by PE to Holdings;

       

      (ii)          All
certificates and agreements evidencing DC Memberships and Amenities Club
Memberships and/or certificates available to extend such Memberships, if
any;

       

      (iii)         All
originals of promissory notes or obligations to pay, if any, being contributed
to Holdings under this Agreement evidencing any rights to Memberships, duly
endorsed by PE to Holdings;


      
        
           


        

        
          34

          
            

          

        

        
           


        

      


      (iv)        An
assignment duly executed by PE, as applicable, assigning and transferring the
Option Agreements, if any, to Holdings;

       

      (v)         All
release documents necessary to release the Property from any underlying
encumbrances including any mortgages, deeds to secure debt, financing
statements, uniform commercial code liens, or any other security interest or
pledges, or an assumption thereof acceptable to Holdings, as necessary and/or
applicable hereunder, specifically to exclude, however, such encumbrances
creating relating to the “Allowable Indebtedness” as set forth on Exhibits C, D
and E or otherwise agreed to by the Parties in writing;

       

      (vi)        All
keys to all locks in the PE’s possession or control as may exist, including any
properties in respect to which a Lease is assigned to Holdings;

       

      (vii)       A
certificate stating that PE is not a foreign Person as defined in Section 1445
of the Internal Revenue Code and the applicable  regulations
thereto;

       

      (viii)      Copies
of the most recent ad valorem Tax statements on the owned PE Real Property, PE
FF&E and PE Personal Property, if any;

       

      (ix)         A
complete schedule (hereinafter called “Operating Schedule”)
reflecting amounts paid or due by PE and PE Affiliates to any Owner’s
Association or Amenities Club for the calendar years, 2006, 2007 and 2008
(ending the last day of December 2008) which schedule shall include but not be
limited to any dues, assessments, special assessments etc and a copy of all
invoices or payments for the same for the year 2009;

       

      (x)          An
itemized list of DC and Amenities Club Memberships being assigned to Holdings by
category of such Membership and (i) any and all promissory notes related to any
Memberships and (ii) any and all agreements related to any such
Memberships;

       

      (xi)         An
itemized list of all Intangible Property including the rights and obligations
associated with or related to such Intangible Property;

       

      (xii)        Copies
of all Declarations, architectural plans and specifications, drawings, surveys,
plats, soil test reports, appraisals, environmental studies, evidence of
compliance with zoning ordinances and applicable local restrictions and title
reports which the PE and/or any PE Affiliate has relating to the PE
Property;

       

      (xiii)       All
Material consents required in connection with the transfer of any PE Property
pursuant to the terms hereof (specifically to exclude, however, the consent of
any PE lenders in respect to the Allowable Indebtedness in regard to any owned
PE Real Property as set forth on Exhibits C, D and E) including without
limitation any and all consent obligations set forth on Schedule 4.1(e) attached
hereto; provided, however, that for the purposes of this subsection, any and all
consents (1) related to any right of first refusal or express consents by any
property owners association to transfers in relation to any of the PE Property;
or (2) which, if not obtained, may result in the divestiture of any of the PE
Property from Holdings or a Holdings Affiliate after Closing, shall in all
events be considered “Material.”

       

      p.           At
or prior to Closing, URH shall have contributed, assigned, transferred, conveyed
and delivered Marketable and Insurable Title to the Holdings Property (excepting
the Holdings Excluded Property) subject only to the Holdings Permitted
Exceptions and executed and delivered such assignments, bill of sales and other
instruments of transfer necessary to evidence such contribution and assignment
in form reasonably acceptable to PE and Holdings.


      
        
           


        

        
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      In the
event that the Closing does not occur as a result of either Party’s failure to
satisfy the conditions to Closing set forth in this Section 6.2, then the
non-breaching Party may: (i) waive any such
condition and consummate the transactions contemplated herein, or (ii)
deliver to the breaching Party a notice terminating this Agreement, whereupon
the breaching Party shall pay to the non-breaching Party, One Million and No/100
Dollars ($1,000,000.00) as liquidated damages, it being recognized by the
Parties that such liquidated damages are not a penalty but rather a constitute a
reasonable pre-estimate of the actual damages reached after negotiation between
the Parties, each of whom recognize and agree that such actual damages are
impossible to determine at this time.  The Parties
acknowledge and agree that the remedies set forth in this Section 6.2 are not
cumulative with those remedies set forth in Sections 5.7(ii) and 11.13 of this
Agreement, it being agreed that a Party’s election to pursue a remedy under this
Section shall extinguish the right of such Party to pursue any other remedy
provided for in this Agreement.   Further the Parties acknowledge
and agree that obligations of each Party hereunder are expressly cross-defaulted
with any and all obligations of the Parties under the terms of the Marketing
Cooperation Agreement and an occurrence of an event of default by either of the
Parties under the Marketing Cooperation Agreement shall entitle such
non-breaching Party to exercise any and all rights and remedies hereunder,
including subparagraph (ii) hereinabove.

      


      6.3          Lender
Approval.  The Parties obligations to consummate the
transactions hereunder shall be subject to the following condition precedents
being satisfied prior to the Closing Date (the “Lender Approval
Period”):  receipt of any required Material consents from
existing lenders (including CapSource), mortgagees, banks, credit facilities or
any other Persons to whom a Party has an outstanding loan or similar financial
obligation and whose consent is required to enter into this
Agreement.  From the Effective Date through and including the Closing
Date, each Party shall work diligently, use commercially reasonable efforts and
cooperate as reasonably necessary to obtain from its respective existing
lenders, mortgagee, banks, credit facilities or any other Persons to whom a
Party has an outstanding loan or similar financial obligation and whose consent
is required to enter into this Agreement all Material consents required to
consummate the transaction contemplated hereunder. In the event that any of the
foregoing conditions are not satisfied, or waived in writing by the respective
Party hereto within the Lender Approval Period, then either Party (provided such
is not in breach of its obligations under this Section 6.3) shall have a right
to terminate this Agreement upon written notice to the other Party, whereupon
the Parties shall have no further rights or obligations hereunder other than
Surviving Obligations.  Provided a Party is not in default of any its
obligations under this Section 6.3, the Parties acknowledge and agree that
termination of this Agreement pursuant to this Section 6.3 due to failure of one
of the Party’s respective lenders to approve the transactions contemplated
herein does not entitle, nor is it available, by any Party to invoke the
remedies set forth in Sections 5.7, 6.2, and/or 11.13 of this
Agreement.

       

      6.4          Board/Member
Approval.  The Parties obligations to consummate the
transactions hereunder shall be subject to, on or before at least two (2) days
prior to the Closing Date, the following condition precedents being satisfied;
the approval and consent
of this Agreement and the transactions contemplated hereby by the respective
Board of Managers, Board of Directors, Members and/or any other bodies having
management or approval authority of the respective Parties.   In
the event that the foregoing condition has not been satisfied, then either Party
(provided such party is not currently in Material default of any of its
covenants, representations and/or warranties of this Agreement, including but
not limited to Section 11.13) shall have the right to terminate this
Agreement upon written notice to the other Party, whereupon the Parties shall
have no further rights or obligations hereunder other than Surviving
Obligations.

       

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

       

      6.5          CapSource Financing of PE
Real Property. The Parties hereby agree as following with regard to
financing of the PE Real Property under the CapitalSouce Loan:

       

      a.           PE Properties to be financed
under CapSource Loan.  At Closing, the PE Real Property set
forth on Schedule 6.5(a) attached hereto and incorporated herein by this
reference (the “PE CS
Properties”) shall be financed or continue to be financed under the
CapSource Loan, any and all mortgages, deeds of trust, liens or other
encumbrances (together with related debt, “Mortgages”) upon the PE CS
Properties shall be either assumed under the CapSource Loan, paid off and/or
otherwise satisfied at or prior to Closing, and, except as otherwise agreed to
in writing by URH and Lender, all membership interests of any PE Affiliate which
directly owns any of the PE CS Properties shall be held only by PE and/or PE
Affiliates.

      


      b.           PE Properties not to be
financed under CapSource Loan.  The PE Real Property set forth
on Schedule 6.5(b) attached hereto and incorporated herein by this reference
(the “PE NONCS
Properties”) shall not be financed (except as otherwise may be agreed
upon by the Parties and approved by CapSource) under the CapSource Loan and any
and all Mortgages upon the PE NONCS Properties shall be assumed by Holdings (or
its subsidiaries) at Closing, provided, however, that Holdings shall not accept
any PE NONCS Property unless (a) the outstanding balance of the applicable
Mortgage, as of the Closing Date, is not greater than the amount set forth on
Schedule 6.4(b) attached hereto and incorporated herein by this reference, and
(b) at or prior to Closing, PE has received written consent to (1) Holdings’
assumption of each PE NONCS Property Mortgage from each Person holding such
Mortgages and (2) the transfer to Holdings’ of the PE Affiliate which owns the
applicable PE NONCS Property.  For avoidance of doubt, PE shall carry
the sole burden of obtaining the aforementioned consents.

       

      ARTICLE
7.

       

      Closing
Costs

       

      7.1          Except
as otherwise provided herein, PE and Holdings understand and agree that each of
PE and Holdings shall be solely responsible for its own pre-closing costs and
closing costs in connection with the transaction contemplated herein, including
without limitation appraisal fees, survey fees, inspection costs, title
examination fees, premiums for all title insurance commitments, fees for
endorsements, title policies, title updates, recording fees, real estate
transfer Taxes, attorney’s fees and all fees of all other advisers engaged by
such Party.

       

      ARTICLE
8.

       

      Condemnation

       

      8.1          In
the event of an actual or proposed taking (by exercise of the power of eminent
domain) with respect to which PE receives notice, or to PE’s Knowledge, prior to
Closing of all or any portion of the PE Property (as respects PE and/or PE
Affiliates), PE shall give Holdings prompt written notice thereof. PE shall
assign to Holdings at Closing all of its rights, title and interest in and to
any award to which PE and/or PE Affiliates may be entitled or if such award is
received prior to Closing, PE shall contribute the same to Holdings at
Closing.


      
        
           


        

        
          37

          
            

          

        

        
           


        

      


      ARTICLE
9.

       

      Indemnification

       

      9.1          Survival of Representations
and Warranties.  The representations and warranties of the
Parties contained herein shall not be extinguished by the Closing, but shall
survive the Closing, and all claims for indemnification shall be asserted not
later than the second anniversary of the Closing Date; provided, however,
that (a) each of the representations and warranties contained in Sections
4.1(a), (c), (d) and (g) (but only to the extent
relating to authority) and Sections 4.2(a), (c), (d) and (g) (but only to the extent relating to authority)
shall survive the Closing without limitation as to time, and the period during
which a claim for indemnification may be asserted in connection therewith shall
continue indefinitely; and (b) each of the representations and warranties
contained in Section 4.1(e), (f), (s) and (aa) and
Sections 4.2(e), (f), (s) and (aa) shall survive the Closing until, and all
claims for indemnification in connection therewith shall be asserted no later
than, sixty (60) days following the expiration of any statute of limitation
applicable to the rights of any Person to bring any claim with respect to such
matters.  The covenants and agreements of the Parties hereunder shall
survive without limitation as to time, and the period during which a claim for
indemnification may be asserted in connection therewith shall continue until the
expiration of the applicable statute of limitations.  Notwithstanding
the foregoing, if, prior to the close of business on the last day a claim for
indemnification may be asserted hereunder, an Indemnifying Party shall have been
properly notified of a claim for indemnity hereunder and such claim shall not
have been finally resolved or disposed of at such date, such claim shall
continue to survive and shall remain a basis for indemnity hereunder until such
claim is finally resolved or disposed of in accordance with the terms
hereof.

       

      9.2          Indemnification by
PE. PE shall hold harmless and indemnify Holdings, UR, URH, Holdings
Affiliates  and their respective managers, members, directors,
officers, equityholders, employees and agents ("Holdings Indemnified Parties")
from and against, and shall compensate and reimburse each of them for, any
Losses that are directly or indirectly suffered or incurred by any Holdings
Indemnified Party or to which they may otherwise become subject at any time
(regardless of whether such Losses relate to any third-party claim) and that
directly or indirectly arise from or are directly or indirectly connected
with:

       

      a.           any
breach of any of the representations or warranties made by PE in this Agreement
or in any of the certificates or other agreements delivered by PE pursuant
hereto; and

       

      b.           any
breach of any covenant or obligation of PE contained in this Agreement or any
agreement delivered pursuant hereto; and

       

      c.           any
Unassumed Liability of PE and/or /PE Affiliates provided that Holdings did not
exercise its rights pursuant to Section 3.3.

       

      9.3          Indemnification by
Holdings.  Holdings shall hold harmless and indemnify PE, PE
Affiliates, and their respective managers, members, directors, officers,
equityholders, employees and agents (the "PE Indemnified Parties") from
and against, and shall compensate and reimburse each of them for, any Losses
that are directly or indirectly suffered or incurred by any PE Indemnified
Party, or to which they may otherwise become subject at any time (regardless of
whether such Losses relate to any third-party claim) and that directly or
indirectly arise from or are directly or indirectly connected with:

       

      a.           any
breach of any of the representations or warranties made by Holdings in this
Agreement or in any of the certificates or other agreements delivered by
Holdings pursuant to this Agreement; and


      
        
           


        

        
          38

          
            

          

        

        
           


        

      


      b.           any
breach of any covenant or obligation of Holdings contained in this Agreement or
any agreement delivered pursuant to this Agreement; and

       

      c.           any Assumed Liability; provided that any Loss arising
out of same is not a direct or indirect result of a breach of any
representation, warranty, covenant or other agreement of PE
hereunder.

      


      9.4          Indemnification by
URH.  URH shall hold harmless and indemnify PE, PE Affiliates,
Holdings and Holdings Affiliates and their respective managers, members,
directors, officers, equityholders, employees and agents (the "Indemnified Parties") from and
against, and shall compensate and reimburse each of them for, any Losses that
are directly or indirectly suffered or incurred by any Indemnified Party, or to
which they may otherwise become subject at any time (regardless of whether such
Losses relate to any third-party claim) and that directly or indirectly arise
from or are directly or indirectly connected with:

       

      a.           any
breach of any of the representations or warranties made by URH in this Agreement
or in any of the certificates or other agreements delivered by URH pursuant to
this Agreement; and

       

      b.           any
breach of any covenant or obligation of URH contained in this Agreement or any
agreement delivered pursuant to this Agreement.

      


      9.5          Limitation of
Damages.

       

      a.           An
Indemnifying Party shall not be required to make any indemnification payment
pursuant to this Article 9 until such time as the total amount of all Losses
(including the Losses arising from such breach and all other Damages arising
from any other breaches of any representations or warranties) that have been
suffered or incurred by any one or more of the Indemnified Parties, or to which
any one or more Indemnified Parties has or have otherwise become subject,
exceeds Two Hundred and Fifty Thousand and No/100 Dollars ($250,000.00) in the
aggregate.  At such time as an Indemnified Party’s Damages exceed
$250,000.00, the Indemnifying Party shall indemnify the full amount of such
aggregate claims and all resolved claims thereafter, subject to any other
applicable limitations under this Article.

       

      b.           Notwithstanding
any other provision in this Agreement, no indemnifying party shall be required
to make payments for indemnification claims in the aggregate under this
Agreement in excess of Ten Million and No/100 Dollars
($10,000,000.00).

       

      c.           Absent
fraud, no Party or other Person shall be entitled to recover special, punitive,
consequential or incidental damages with respect to any breach of any
representation, warranty or covenant under this Agreement, and under no
circumstances shall such damages be considered Damages under this Agreement;
provided that the Parties agree that any damages incurred by a Party due to a
third-party claim that are special, punitive, consequential or incidental
damages with respect to such third-party claim shall be considered Damages
hereunder.

       

      9.6          Claims.

       

      a.           If
an Indemnified Party (the “Claimant”) wishes to assert an
indemnification claim, the Claimant shall deliver to all other Parties a written
notice (a “Claim
Notice”) setting forth:


      
        
           


        

        
          39

          
            

          

        

        
           


        

      


      (i)           the
specific representation, warranty, covenants or obligation alleged to have been
breached by the Indemnifying Party;

       

      (ii)          a
detailed description of the facts and circumstances giving rise to the alleged
breach of such representation, warranty, covenant or obligation or the relevant
Liability that existed prior to the Closing; and

       

      (iii)         a
detailed description of, and a reasonable estimate of the total amount of, the
Damages actually incurred or expected to be incurred by the Claimant as a direct
result of such alleged breach.

       

      b.           Any
and all indemnification payments made by an Indemnifying Party to a Claimant,
shall be paid in cash payment within ten (10) days of demand and if not so paid
shall incur interest at the legal rate in effect in the State of Delaware per
annum until paid in full.  Until paid, any unpaid portion of the
Damages shall be offset against the Indemnifying Party’s Distributions, if any,
as such term is defined in the LLC Agreement, and as such distributions may be
made from time to time in accordance with the LLC Agreement.

       

      c.           The
indemnification provided for hereunder shall not give the Indemnifying Party any
right to participate in the selection of counsel for an Indemnified Party or the
conduct or settlement of any dispute or proceeding for which indemnification may
be claimed, which shall in all events be in Indemnified Party’s sole and
reasonable discretion.

       

      9.7          Exclusive
Remedy.  Except as otherwise set forth in this Agreement and for remedies that cannot be waived as a matter of
law, the indemnification remedies and other remedies provided in this
Article shall be the exclusive remedies with respect to breaches of
representations, warranties or covenants under this Agreement or for Unassumed
Liabilities.  Accordingly, the exercise by any Party or other Person
of any of the Party’s or Person’s rights under this Article shall be deemed an
election of remedies and shall be deemed to prejudice, or to constitute or
operate as a waiver of, any other right or remedy that such party or Person may
be entitled to exercise with respect to such breaches.

       

      ARTICLE
10.

       

      Notices

       

      Any
notices or deliveries which may be permitted or required hereunder shall be in
writing and shall be deemed to have been duly given as of the date and time that
the same are hand delivered or are delivered (or delivery is attempted) by
overnight courier or by the United States Postal Service, Certified Mail, return
receipt requested, postage prepaid, and addressed to the Parties hereto or their
designated representatives as set forth immediately below, or to such other
addresses as the Parties hereto shall from time to time designate to the others
by notice in writing as herein provided.

       

      
        	
                 
      

              	
                If
      for PE, to

              	
                Private
      Escapes Holdings LLC

              


      

      ATTN:
Richard Keith

      314 East
Mountain Avenue

      Suite
101

      Fort
Collins, Colorado 80524


      
        
           


        

        
          40

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                With
      a copy to:

              	
                Ringenberg,
      Funk & Beller, P.C.

              


      

      ATTN:  Joel
M. Funk, Esq.

      215 W.
Oak St., 10th
Floor

      Fort
Collins, CO 80521

       

      
        	
                 
      

              	
                If
      for Holdings to:

              	
                Ultimate
      Escapes Holdings, LLC

              


      

      ATTN: Jim
Tousignant

      3501 West
Vine Street

      Suite
225

      Kissimmee,
Florida 34741

      


      
        	
                 
      

              	
                With
      a copy to:

              	
                Thomas
      A. Bartolozzi, Esq.

              


      

      Weinstock
& Scavo

      3405
Piedmont Road, N.E.

      Suite
300

      Atlanta,
Georgia 30305

      


      
        	
                 
      

              	
                If
      for URH to:

              	
                Ultimate
      Resort Holdings, LLC

              


      

      ATTN: Jim
Tousignant

      3501 West
Vine Street

      Suite
225

      Kissimmee,
Florida 34741

      


      
        	
                 
      

              	
                With
      a copy to:

              	
                Thomas
      A. Bartolozzi, Esq.

              


      

      Weinstock
& Scavo

      3405
Piedmont Road, N.E.

      Suite
300

      Atlanta,
Georgia 30305

      


      In the
event that any notice or performance date shall be required to be performed on a
weekend or legal holiday, then such date shall automatically be extended to the
end of the next Business Day.

       

      ARTICLE
11.

       

      Miscellaneous

       

      11.1        Binding
Effect.  This Agreement shall inure to the benefit of and shall
be binding upon the Parties hereto and their respective executors,
administrators, personal representatives, heirs, successor, and permitted
assigns.

       

      11.2        Governing
Law.  This Agreement shall be deemed to be made in, and in all
respects shall be interpreted, construed, and governed by and in accordance with
the laws of, the State of Delaware without regard to its conflict of laws
provisions.

       

      11.3        Headings;
References.  The section and paragraph headings contained in
this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement.  Wherever the context
requires, the gender of all words herein shall include the masculine, feminine,
and neuter, and the number of all words shall include the singular and the
plural.

       

      11.4        Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute one and the
same instrument.  This Agreement may be signed by electronic signature
such as facsimile transmission and such signatures shall be deemed to be
original signatures.


      
        
           


        

        
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      11.5        Entire
Agreement.  This Agreement, together with the Marketing
Cooperation Agreement, is intended by the Parties hereto to be the final
expression of their agreement with respect to the subject matter hereof and is
the complete and exclusive statement of the terms thereof notwithstanding any
representations, statements or agreements to the contrary heretofore or
contemporaneously made.  In the event of conflict between the terms of
this Agreement and the Marketing Cooperation Agreement, the Parties agree that
the terms of this Agreement shall control in all instances.

       

      11.6        Amendment.  This
Agreement may be modified only by a written instrument signed by each of the
Parties hereto.

       

      11.7        Assignment.  None
of the Parties shall assign any rights or delegate any duties under this
Agreement without the prior written consent of the other Parties, which consent
shall not be unreasonably withheld, conditioned or delayed.

       

      11.8        Time of
Essence.  TIME IS OF THE ESSENCE IN THIS
AGREEMENT.

       

      11.9        Exhibits and
Schedules.  All Exhibits and Schedules referred to in this
Agreement shall be and are hereby incorporated into this Agreement by
reference.

       

      11.10      Severability.  In
the event that any provision of this Agreement is found to be unenforceable or
void either in whole or in part, the offending provision shall be construed as
valid and enforceable only to the extent permitted by law, and the remainder of
this Agreement shall remain in full force and effect.

       

      11.11      Confidentiality.  The
Parties each expressly covenant and agree as a condition of this Agreement that
such Party shall not disclose to any third party the terms of this Agreement or
any of the due diligence materials that are not already available to the general
public, except (i) to its accountants, attorneys, investors, members and
consultants as may be reasonably required for purposes of the transaction
contemplated by this Agreement (provided such accountants, attorneys, investors,
members and consultants shall likewise be bound by the confidentiality
provisions hereof), and (ii) as may be required by direction of a court to
provide such information in the course of legal proceedings.  In the
event any Person seeks through legal process to obtain from a Party information
concerning the terms and conditions of this Agreement, the Party upon whom such
demand has been made shall provide reasonable notice thereof to the other
Parties in the manner hereinabove specified for the giving and receiving of
notices.

       

      11.12      Publicity/Press
Releases.  Neither Party, nor its respective affiliates and
subsidiaries, shall issue any press release or make any public statement, with
respect to this Agreement or the transactions contemplated hereby without the
prior written consent of the other Parties, and in any event, no press release
or other public announcement shall disclose any of the terms and conditions of
this Agreement or any of the agreements contemplated to be executed
hereby.  Further, neither PE (nor the PE Affiliates) nor Holdings (nor
the Holdings Affiliates) shall make any statement that either states, implies or
infers that Holdings (or the Holdings Affiliates) or PE (or the PE Affiliates)
are employees, agents, partners, joint ventures of the other party or otherwise
affiliated in any manner with each other without the prior written consent of
the other or PE or Holdings, as the case may be.


      
        
           


        

        
          42

          
            

          

        

        
           


        

      


      11.13      Exclusivity.  In
consideration of the Parties’ willingness to commit resources to conduct
inspections in connection with this Agreement, forego other potential
opportunities and incur legal, accounting, title and other incidental expenses
necessary to evaluate the transactions contemplated by this Agreement, each
Party agrees, that from the Effective Date of this Agreement until the earlier
of the Closing Date or the termination of this Agreement, that neither Party,
nor any of its respective officers, directors, managers, agents,
representatives, affiliates or representatives, will directly or indirectly,
make, accept, solicit, negotiate, entertain, meet with any third party, or have
any conversations or communication or reach any agreements or understandings
whatsoever concerning the possibility of an acquisition or sale of any of their
respective assets and/or properties except in the ordinary course of business,
or involving any type of merger, unit exchange or other business combination
regarding their respective business without the consent of the other
Party;  provided however that such restriction shall not prohibit a
Party from making, accepting, soliciting, negotiating, entertaining, meeting
with any third party, or having any conversations or communications or reaching
any agreements or understandings whatsoever with any third party concerning or
relating  to raising additional capital, whether via debt financing,
equity financing or some combination thereof or entering marketing arrangements
with any third party that substantially similar to those expressly prohibited
under the terms and conditions of the Marketing Cooperation
Agreement.  In the event that either Party breaches any of its
obligations under this Section 11.13, the non-breaching Party may terminate this
Agreement by delivering written notice to the breaching Party, whereupon the
breaching Party shall pay the non-breaching Party, One Million and No/100
Dollars ($1,000,000) as liquidated damages, it being recognized by the Parties
that such liquidated damages are not a penalty but rather a constitute a
reasonable pre-estimate of the actual damages reached after negotiation between
the Parties, each of whom recognize and agree that such actual damages are
impossible to determine at this time.  The Parties
acknowledge and agree that the remedies set forth in this Section 11.13 are not
cumulative with those remedies set forth in Sections 5.7(ii) and 6.2 of this
Agreement, it being agreed that a Party’s election to pursue a remedy under this
Section shall extinguish the right of such Party to pursue any other remedy
provided for in this Agreement.

       

      11.14      Attorneys’
Fees.  In the event of any litigation between the Parties under
this Agreement, the prevailing party shall be entitled to recover, and the court
is directed to order the other Party or Parties to pay to the prevailing party,
in addition to any other relief awarded to the prevailing party, all reasonable
attorney’s fees and disbursements of the prevailing party’s legal counsel in
connection with the matter, together with court costs, through all trial and
appellate levels.  The provisions of this subparagraph shall survive
the Closing and any termination or cancellation of this Agreement.

       

      11.15      Singular/Plural.  In
construing this Agreement, the singular shall be deemed to include the plural,
the plural shall be deemed to include the singular and the use of any gender and
all captions and paragraph headings shall be discarded.

       

      11.16      Joint
Effect.  The preparation of this Agreement has been a joint
effort of the Parties and the resulting documents shall not, solely as a matter
of judicial construction, be construed more severely against one of the Parties
than the other.

       

      11.17      Cooperation.  Each
Party will promptly execute and deliver any and all reasonable written further
assurances that are necessary, convenient, or desirable to evidence, complete or
perfect (or any combination thereof) the transactions contemplated by this
Agreement, so long as no further assurance operates to impose any new or
additional liability upon any Party.

       

      11.18      No Third-Party
Beneficiaries.  Unless specifically provided for in this
Agreement, this Agreement shall not be construed to confer any rights, benefits,
or remedies on any third Persons or entities other than the Parties to this
Agreement and their affiliates.


      
        
           


        

        
          43

          
            

          

        

        
           


        

      


      11.19      Arbitration.  In
the event of any dispute, claim or controversy concerning, arising out of, or
relating to, this Agreement, its effect, the breach thereof, or the transactions
contemplated by it, the same shall be settled by arbitration in accordance with
the Commercial Arbitration Rules of the American Arbitration Association (the
“AAA
Rules”).  The arbitration shall be before one neutral
arbitrator to be selected in accordance with the AAA Rules and whose decision
shall be rendered in writing.  The results of the arbitration shall be
final and binding upon the parties, with costs paid by the Party who does not
prevail in the arbitration, and judgment on the award may be entered in any
court having jurisdiction thereof.  In rendering the award, the
arbitrator shall determine the rights and obligations of the parties according
to the substantive and procedural laws of the State of Delaware.  The
arbitration shall be held in Atlanta, Georgia, or at such other place as may be
selected by mutual agreement of the parties.  The arbitrator shall
have no authority to award punitive damages or any other damages not measured by
the prevailing party’s actual damages, and may not, in any event, make any
ruling, finding or award that does not conform to the terms and conditions of
this Agreement.  Neither Party nor the arbitrator may disclose the
existence, content, or results of any arbitration hereunder without the prior
written consent of both Holdings and PE, unless required to do so by order of a
governmental authority, or as required by Holdings or PE’s auditors in
connection with the preparation of audited financial statements, or as required
by the disclosure requirements of any U.S. or foreign securities law, regulation
or stock exchange rule, or if a petition to enforce arbitration is necessary to
be filed with a court of competent jurisdiction.

       

      [THE
REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK]


      
        
           


        

        
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      IN WITNESS WHEREOF, each of
the parties hereto has signed and sealed, or caused their duly authorized
officers to execute, this Agreement, all on or as of the day and year first
above written.

       

      
        
          
            
              
                	
                        HOLDINGS:

                      
	 
      	 
      
	
                        Ultimate
      Escapes Holdings, LLC,

                      
	
                        a
      Delaware limited liability company

                      
	 
      	 
      
	
                        By:

                      	
                        /s/ James Tousignant

                      
	 	James
      Tousignant,
CEO 


              

            

          

        

      

      


      
        
          
            
              	
                      Date of Execution: 

                    	 
      


            

          

        

      

      


      
        
          
            
              
                	
                        PE:

                      
	 
      
	
                        Private
      Escapes Holdings, LLC,

                      
	
                        a
      Delaware limited liability company

                      
	 
      
	
                        By:

                      	
                        /s/ Richard Keith

                      
	 	Richard
      Keith, Managing Member,
CEO 


              

            

          

        

      

      


      
        
          
            	
                    Date of Execution: 

                  	 
      


          

        

      

      


      
        
          
            
              
                	
                        URH:

                      
	 
      
	
                        Ultimate
      Resort Holdings, LLC

                      
	
                        a
      Delaware limited liability company

                      
	 
      	 
      
	
                        By:

                      	
                        /s/ James Tousignant

                      
	 	James
      Tousignant,
CEO 


              

            

          

        

      

      


      
        
          
            	
                    Date of Execution: 

                  	 
      


          

        

      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      INDEX OF EXHIBITS AND
SCHEDULES

      


      EXHIBITS

      


      
        	
                EXHIBIT
      A

              	
                Certificate
      of Organization of Ultimate Escapes Holdings, LLC

              
	
                EXHIBIT
      B

              	
                Limited
      Liability Company Agreement of Ultimate Escapes Holdings,
    LLC

              
	
                EXHIBIT
      C

              	
                PE
      U.S. Property

              
	
                EXHIBIT
      D

              	
                PE
      Foreign Property

              
	
                EXHIBIT
      E

              	
                PE
      Leased Property

              
	
                EXHIBIT
      F

              	
                PE
      Excluded Property

              
	
                EXHIBIT
      G

              	
                Holdings
      U.S. Property

              
	
                EXHIBIT
      H

              	
                Holdings
      Foreign Property

              
	
                EXHIBIT
      I

              	
                Holdings
      Leased Property

              
	
                EXHIBIT
      J

              	
                Holdings
      Excluded Property

              
	
                EXHIBIT
      K

              	
                Sypris/Ito
      Designated Real Property

              


      

      


      SCHEDULES

      


      
        	
                SCHEDULE
      ONE

              	
                PE
      Affiliates

              
	
                SCHEDULE
      TWO

              	
                Holdings
      Affiliates

              
	
                SCHEDULE
      1.3(a)

              	
                Sypris/ITO
      Settlement

              
	
                SCHEDULE
      2.1(d)

              	
                PE
      Real Property – Missing Appraisal(s)

              
	
                SCHEDULE
      4.1(e)

              	
                PE
      Needed Consents

              
	
                SCHEDULE
      4.1(f)

              	
                Exceptions
      to PE’s conveyance of Marketable Title

              
	
                SCHEDULE
      4.1(h)

              	
                PE
      Real Properties not situated on Public Property

              
	
                SCHEDULE
      4.1(k)

              	
                Legal
      Actions affecting PE Property

              
	
                SCHEDULE
      4.1(n)

              	
                Zoning
      Restrictions affecting PE Real Property

              
	
                SCHEDULE
      4.1(r)

              	
                PE
      Foreign Nationals

              
	
                SCHEDULE
      4.1(t)

              	
                PE
      Notice of Declaration violation claims

              
	
                SCHEDULE
      4.1(u)

              	
                Exceptions
      to Financial Statements-PE

              
	
                SCHEDULE
      4.1(v)

              	
                PE
      Obligations/Liabilities increased since Balance Sheet
  Date

              
	
                SCHEDULE
      4.1(y)

              	
                PE
      Patent, Trademark, Service Mark and Copyright applications and
      registrations

              
	
                SCHEDULE
      4.1(cc)

              	
                PE
      Insurance Policies

              
	
                SCHEDULE
      4.1(dd)

              	
                PE
      Ownership/Control of other entities

              
	
                SCHEDULE
      4.1(ee)

              	
                PE
      Benefit Plans

              
	
                SCHEDULE
      4.1(hh)

              	
                PE
      Reciprocal Easement Agreement, Recapture or Repurchase
    Rights

              
	
                SCHEDULE
      4.1(qq)

              	
                PE
      Resigned Members

              
	
                SCHEDULE
      4.2(e)

              	
                Holdings
      Needed Consents

              
	
                SCHEDULE
      4.2(f)

              	
                Exceptions
      to Holdings’ conveyance of Marketable Title

              
	
                SCHEDULE
      4.2(h)

              	
                Holdings
      Real Properties not situated on Public Property

              
	
                SCHEDULE
      4.2(k)

              	
                Legal
      Actions affecting Holdings Property

              
	
                SCHEDULE
      4.2(n)

              	
                Zoning
      Restrictions affecting Holdings Real Property

              
	
                SCHEDULE
      4.2(r)

              	
                Holdings
      Foreign Nationals

              
	
                SCHEDULE
      4.2(t)

              	
                Holdings
      Notice of Declaration violation claims

              
	
                SCHEDULE
      4.2(u)

              	
                Exceptions
      to Financial Statements-URH

              
	
                SCHEDULE
      4.2(v)

              	
                Holdings
      Obligations/Liabilities increased since Balance Sheet
  Date

              
	
                SCHEDULE
      4.2(y)

              	
                Holdings
      Patent, Trademark, Service Mark and Copyright applications and
      registrations

              
	
                SCHEDULE
      4.2(cc)

              	
                Holdings
      Insurance Policies

              
	
                SCHEDULE
      4.2(dd)

              	
                Holdings
      Ownership/Control of other entities

              
	
                SCHEDULE
      4.2(ee)

              	
                Holdings
      Benefit Plans

              
	
                SCHEDULE
      4.2(ff)

              	
                Agreements
      with Financial Advisors

              
	
                SCHEDULE
      4.2(hh)

              	
                Holdings
      Reciprocal Easement Agreement, Recapture or Repurchase
    Rights

              
	
                SCHEDULE
      5.2

              	
                Existing
      PE Title Defects

              
	
                SCHEDULE
      6.2(l)

              	
                Non-Competition
      Agreement

              
	
                SCHEDULE
      6.2(m)

              	
                Key
      Employees of PE

              
	
                SCHEDULE
      6.4(a)

              	
                PE
      CS Properties

              
	
                SCHEDULE
      6.4(b)

              	
                PE
      NONCS Properties

              
	
                SCHEDULE
      6.6

              	
                PE
      Settlement Offer

              


      


      
        
           


        

      
          
          

          
            

          

        

        
           


        

      

    



    
       

      AMENDMENT NO.1 TO THIRD
AMENDED AND RESTATED CONTRIBUTION AGREEMENT

       

      THIS AMENDMENT NO. 1 TO THIRD AMENDED
AND RESTATED CONTRIBUTION AGREEMENT (this “Amendment”), effective as of
August 13, 2009, is by and among Private Escapes Holdings, LLC, a Delaware
limited liability company (“PE”) on behalf of itself and
all of its affiliates (such affiliates being sometimes referred to hereinafter
as “PE Affiliates”), and
Ultimate Escapes Holdings, LLC, a Delaware limited liability company
(hereinafter referred to as “Holdings on behalf of itself
and all of its affiliates (such affiliates being sometimes referred to as “Holding
Affiliates”).  Throughout this Amendment, PE and Holdings are
sometimes referred to as a “Party,” and collectively
referred to as the “Parties.”  The
Holdings Affiliates and PE Affiliates are collectively referred to as the “Affiliates.”

      


      Reference is made to that certain
Contribution Agreement dated as of September 7, 2007 by and among Holdings,
Ultimate Resort Holdings, a Delaware limited liability company (“URH”) and PE,
as amended and restated by that certain Amended and Restated Contribution
Agreement among the Parties dated as of May 23, 2008, as further amended by that
certain Second Amended and Restated Contribution Agreement among the Parties
dated as of June 12, 2009, as further amended by the certain Third Amended and
Restated Contribution Agreement amount the Parties dated as of July 21, 2009
(which may be amended or modified from time to time, together with all other
related supplements, agreements, documents and instruments, and all annexes,
appendices, exhibits and schedules thereto, the “Contribution
Agreement”).  Capitalized terms used, but not defined, in this
Amendment shall have the meanings specified in the Contribution
Agreement.

      


      WHEREAS, the Parties desire to
amend the Contribution Agreement in the manner set forth herein.

      


      NOW, THEREFORE, in
consideration of the mutual promises made herein, the Parties, intending to be
legally bound, hereby agree as follows:

      


      
        	
                 
      

              	
                1.

              	
                Paragraph
      1.3 of the Contribution Agreement is hereby amended by adding the
      following definition of the term “AIP Properties” prior to the first
      definition therein:

              


      

      


      “AIP Properties” shall mean any
and all rights of PE and the PE Affiliates in or otherwise related to those
certain properties identified and set forth on Exhibit “L” attached hereto,
including, without limitation, any purchase agreements, option contracts,
options, or other rights related to the acquisition of such properties, whether
such rights are direct or indirect, or vested or non-vested, but excluding,
however, PE’s obligations relating to such properties.

      


      
        	
                 
      

              	
                2.

              	
                The
      definition of the term “PE Property” within Paragraph 1.3 of the
      Contribution Agreement is hereby amended
by:

              


      

      


      Adding
the words “, the AIP Properties” after the words “the PE FF&E”.

      


      
        	
                 
      

              	
                3.

              	
                Paragraph 1.4 of the
      Contribution Agreement is hereby amended
  by:

              


      

      


      Replacing
the words “July 28, 2009”
with “August 14, 2009”.


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                4.

              	
                Paragraph
      5.2 of the Contribution Agreement is hereby amended by deleting said
      section in its entirety and substituting in its place the
      following:

              


      

      


      “  5.2  Title - PE Real
Property.  At Closing, the PE Real Property will be free and
clear of any liens, claims, easement or encumbrances except for: (i) ad valorem
Taxes not yet due and payable for the year in which the respective Closing
occurs; (ii) all exceptions, restrictions and matters set forth in the title
commitments (“PE Title
Commitments”) delivered as of the Effective Date by PE to URH from the
Title Company, excepting those matters, defects, objections or requirements set
forth on Schedule 5.2 attached hereto (“Existing PE Title Defects”);
and (iii) any existing mortgage in favor of CapSource (items (i),
(ii)  and (iii) being hereinafter collectively referred to as the
“PE Permitted
Exceptions”). In the event that Holdings
finds any additional matters affecting title to the PE Real Property, including
the Existing PE Title Defects, other than the PE Permitted Exceptions (“PE Additional Exceptions”), Holdings may deliver to PE written notice of any such
defects or objections and PE shall thereafter have until the earlier of: (x)
August 19, 2009 or (y) the Closing Date, to cure or terminate any such defect or
objection. If PE is unable or refuses to remove or cure such additional title
objections pertaining to the PE Real Property, then Holdings may: (i) deliver to PE a notice terminating this
Agreement, whereupon the Parties shall have no further rights or obligations
hereunder other than the Surviving Obligations;
(ii) waive any such matter or title defect and consummate the transactions
contemplated herein; (or) one time only, to cause the Closing Date to be
extended for a period of time not to exceed thirty (30) days, after which a
termination or waiver may occur as provided in (i) or (ii)
above.”

      


      
        	
                 
      

              	
                5.

              	
                Paragraph 6.1 of the
      Contribution Agreement is hereby amended
  by:

              


      

      


      Replacing
the words “July 31, 2009”
with “August 31, 2009”.

      


      
        	
                 
      

              	
                6.

              	
                Paragraph
      6.2(l) of the Contribution Agreement is hereby amended
  by:

              


      

      


      Adding
the words “at or prior to Closing” after the words “the form of which shall be
attached hereto as Schedule 6.2(l)”.

      


      
        	
                 
      

              	
                7.

              	
                Paragraph
      6.4 of the Contribution Agreement is hereby amended
  by:

              


      

      


      Deleting
the words “at least two (2) days prior to” from such paragraph.

      


      
        	
                 
      

              	
                8.

              	
                Except
      as specifically amended above, the Contribution Agreement remains in full
      force and effect in accordance with its terms and provisions. In no event
      shall this Amendment or any Party’s execution below be or result in a
      waiver of any breach or default of any other Party which is outstanding as
      of the execution hereof and the Parties acknowledge that each Party’s
      rights with respect to any such outstanding breach or default shall
      continue in accordance with the Contribution Agreement.  This
      Amendment may be executed in multiple facsimile counterparts, each of
      which shall be deemed an original, and all of which, when taken together,
      shall constitute one and the same
instrument.

              


      

      


      [Signatures
appear on following page]


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

      


      IN WITNESS WHEREOF, each of
the parties hereto has signed and sealed, or caused their duly authorized
officers to execute, this Amendment, all on or, as of the day and year first
above written.

       

      
        
          
            
              
                
                  
                    	
                            HOLDINGS:

                          
	 
      
	
                            Ultimate
      Escapes Holdings, LLC,

                          
	
                            a
      Delaware limited liability company

                          
	 
      	 
      
	
                            BY:    

                          	
                            /s/ James Tousignant

                          
	 
      	
                            James
      Tousignant – CEO

                          
	 
      	 
      
	
                            Date
      of Execution: 8/14/09

                          
	 
      	 
      
	
                            PE:

                          	 
      
	 
      	 
      
	Private
      Escapes Holdings, LLC, a Delaware limited
	liability
      company
	 
      	 
      
	
                            By:

                          	
                            /s/ Richard Keith

                          
	 
      	
                            Richard
      Keith, Managing Member, CEO

                          
	 
      	 
      
	
                            Date
      of Execution: 8/14/09

                          
	 
      	 
      
	
                            URH:

                          
	 
      
	
                            Ultimate
      Resort Holdings, LLC, a Delaware

                          
	
                            limited
      Liability company

                          
	 
      
	
                            BY:

                          	
                            /s/ James Tousignant

                          
	 
      	
                            James
      Tousignant, CEO

                          
	 
      	 
      
	
                            Date
      of Execution:
8/14/09

                          


                  

                

              

            

          

        

      


      
        
           


        

        
          3