Exhibit 10.8


 





 



 


DEED OF SALE 


 


By SCCV CANTELOUP


 


For the benefit of ARC GLOBAL II BORDEAUX


 


Of the Asset located at BEYCHAC-ET-CAILLAU
(GIRONDE), place-name Le Canteloup


 





 



 





 




    	 



    	 



    

 


TABLE OF CONTENTS


 


	TABLE OF CONTENTS	 	2
	 	 	 
	PART ONE: STANDARDIZED MORTGAGE
    DOCUMENT	 	1
	 	 	 
	1.       DEFINITIONS	 	1
	 	 	 
	2.       DESCRIPTION
    OF THE PARTY REPRESENTING THE VENDOR	 	3
	 	 	 
	2.1        Identification
    of the Vendor	 	3
	2.2        Powers
    of representation	 	3
	2.3        Declaration
    of capacity	 	3
	2.4        Address
    for service	 	4
	 	 	 
	3.      DESCRIPTION
    OF THE PARTY REPRESENTING THE PURCHASER	 	4
	 	 	 
	3.1        Identification
    of the Purchaser	 	4
	3.2        Powers
    of representation	 	4
	3.3        Declaration
    of capacity	 	5
	3.4        Address
    for service	 	5
	 	 	 
	4.       AGREEMENT	 	5
	 	 	 
	5.       DESIGNATION
    DU BIEN IMMOBILIER	 	6
	 	 	 
	5.1        Situation
    et references cadastrales du terrain d’assiette	 	6
	5.2        Désignation
    des constructions	 	 
	5.3        Retrocession
    of part of the land area	 	6
	 	 	 
	6.       EFFET
    RELATIF	 	7
	 	 	 
	7.       ENJOYMENT
    OF PROPERTY	 	7
	 	 	 
	8.       PRICE	 	7
	 	 	 
	8.1        Payment
    of Price – Declaration of origin of funds	 	8
	8.2        Waiver
    of Vendor’s preferential right and of the termination action – registration of a money lender’s lien	 	9
	 	 	 
	9.       tax	 	10
	 	 	 
	9.1        Transfer
    of ownership regime	 	10
	9.1.1      On
    VAT	 	10
	9.1.2      On
    registration duty	 	11
	9.1.3      Calculation
    of Duty	 	11
	9.1.4      Property
    transaction formalities fee	 	11
	9.1.5      The
    Sale shall be subject to the Property transaction formalities fee	 	11
	9.2        Real
    Property Capital Gain	 	11
	 	 	 
	10.     PROPERTY
    REGISTER – MISCELLANEOUS PUBLICATIONS	 	12
	 	 	 
	10.1      Property
    Register	 	12


 




    	 



    	 



    

 


	10.2      Sole
    Formality Procedure	 	12
	10.3      Address
    for service for Property Register formalities – Powers of attorney for accomplishment of formalities	 	12
	10.3.1    Address for
    service:	 	12
	10.3.2    Powers of attorney
    for accomplishment of formalities	 	12
	 	 	 
	END OF STANDARDIZED PART	 	12
	 	 	 
	PART TWO	 	13
	 	 	 
	11.     Framework
    OF THE OPERATION	 	13
	 	 	 
	11.1      Economie
    de l'operation - Remise de documents	 	13
	11.2      Transfer
    of benefit of the promise of sale	 	13
	11.3      Novation	 	14
	11.4      Confidentiality	 	14
	11.5      Expenses	 	14
	11.5.1    Principles	 	14
	11.5.2    Commission for
    intermediaries	 	14
	11.5.3    Expenditure	 	14
	 	 	 
	12.     OPERATION
    OF THE REAL PROPERTY ASSET	 	15
	 	 	 
	12.1      Leasing
    Situation	 	15
	12.1.1    Description
    of the leasing situation	 	15
	12.1.2    Guarantee deposits	 	16
	12.1.3    Pro-rata rents	 	16
	12.1.4    Charges - Adjustment	 	17
	12.2      Subscriptions
    and contracts	 	17
	12.3      Buildings
    insurance	 	18
	12.3.1    Contract	 	18
	12.3.2    Claims in progress	 	18
	12.3.3    Submission of
    documents	 	18
	 	 	 
	13.     INFORMATION
    ON THE REAL PROPERTY ASSET	 	19
	 	 	 
	13.1      Urban
    Planning	 	19
	13.1.1    Principle	 	19
	13.1.2    List of documents
    obtained	 	19
	13.1.3    Mines and quarries	 	20
	13.1.4    Assainissement	 	20
	13.1.5    Rejet des eaux
    pluviales	 	22
	13.1.6    Alea-retrait
    gonflement des argiles	 	22
	13.1.7    Cavités
    souterraines	 	22
	13.2      Methods
    of holding - Organisation	 	23
	13.2.1    Development
    for business use "LE BOIS DE CANTELOUP"	 	23
	13.2.2    Development
    owners’ association [Association syndicale libre] for the "ZONE D'ACTIVITES DU BOSPLAN"	 	23
	13.3      Charges
    and conditions	 	23
	13.3.1    Garantie d’éviction	 	24


 




    	 



    	 



    

 


	13.3.2    Conditions
    de la Vente	 	24
	13.3.3    Servitudes	 	25
	13.4      Technical
    Surveys	 	26
	13.4.1    Technical survey
    file/General provisions	 	26
	13.4.2    Combating lead
    poisoning / Statement of risk of exposure to lead	 	27
	13.4.3    Conditions regarding
    the law on termites and other wood-boring insects / Statement on the presence of termites	 	28
	13.4.4    Regulations
    on asbestos	 	28
	13.4.5    Report on internal
    gas installations	 	29
	13.4.6    Report on internal
    electrical installations	 	29
	13.4.7    Risques naturels,
    miniers et technologiques	 	30
	13.4.8    Survey of energy
    performance	 	32
	13.5      Mandatory
    environmental authorisations	 	33
	13.5.1    Regulations
    on facilities classified for the protection of the environment	 	33
	13.5.2    Etude de sol	 	37
	13.5.3    Legionella	 	37
	13.6      Administrative
    authorisations – Works	 	38
	13.6.1    Administrative
    authorisations	 	38
	13.6.2    Advisory Maintenance
    File	 	39
	13.7      Origine
    de propriété	 	40
	13.7.1    Origine de propriété
    immédiate	 	40
	13.7.2    Origine de propriété
    antérieure	 	40
	13.7.3    Submission of
    Titles	 	45
	13.8      Mortgage
    situation	 	45
	13.8.1    Mortgage report	 	45
	13.8.2    Accessory agreements
    on rights in rem which may encumber the Real Property Asset	 	46
	 	 	 
	14.     FINANCIAL
    RELATIONS BETWEEN THE PARTIES	 	46
	 	 	 
	14.1      Pro-rata
    accounts	 	46
	14.1.1    Leasing Situation	 	46
	14.1.2    Tax	 	47
	14.1.3    Discharging
    receipt	 	47
	14.2      Summary
    table of pro-rata amounts	 	47
	14.3      Origin
    of funds	 	47
	14.4      Foreign
    investments	 	48
	 	 	 
	15.     MISCELLANEOUS
    PROVISIONS	 	48
	 	 	 
	15.1      Legal
    information	 	48
	15.2      Declaration
    of sincerity	 	49
	15.3      Correspondence
    - Notifications	 	49
	15.3.1    Principle	 	49
	15.3.2    Deadlines	 	50
	15.3.3    Applicable law
    and jurisdiction	  	50


 




    	 



    	 



    

 


IN THE YEAR TWO THOUSAND AND FOURTEEN 


On the twenty-ninth of December 


In PARIS (75017), 72 avenue de Wagram,


 


Maître Julien CAHEN, Notary in the
professional civil partnership named “Bruno CASTERAN, Pierre CENAC & Laurent HOSANA, Notaries in Partnership”,
holder of a Notarial Office in PARIS (17th arrondissement), 


 


With the participation of Maître Xavier
BOUCHÉ, Notary in NANTES, assisting the Vendor,


 


Prepared this deed at the request of the Parties
identified hereunder.


 


This Deed comprises two parts exclusively
for the purpose of satisfying the Property Register publication requirements and in any event, the Deed as a whole constitutes
an indivisible document; the fact that the provisions may be included in one or other partyof this Deed has no influence whatsoever
on its legal scope and effects.


 


PART ONE: STANDARDIZED MORTGAGE DOCUMENT


 


		1.	DEFINITIONS



 


In the body of this Deed, certain terms have
precise definitions:


 


- "Purchaser": means the company
named ARC GLOBAL II MARSEILLE, the party appearing in Article Error! Reference source not found.. DESCRIPTION
OF THE PARTY REPRESENTING THE PURCHASER.


 


- "Deed of Sale” or “Deed”:
means this Deed, in both its two parts.


 


- "Schedule": means any document
appended to the Deed of Sale; all Schedules form an indivisible whole with the Deed of Sale proper.


 




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- "Article": means any article herein.


 


- "Lease” or “Leases”:
means the leases concluded for the Real Property Asset as shown in the Information Pack defined hereunder.


 


- "Real Property Asset”: means
the Building.


 


- "Information Pack": means
all documents made available by the Vendor to the Purchaser and the latter’s advisors, of which a list is appended hereto
at Article 11.


 


- "Leasing File”: means the file
containing documents regarding the leasing situation held by the Real Property Asset manager.


 


- "Building” means together
the land, the structures built thereon and their equipment constituting fixtures, more amply described below in Article 5, all
forming the subject-matter of the Sale.


 


-"Confidential Information”: means
any information collected by a Party in the context of preparing this Promise or concerning in any manner, this transaction.


 


- "Worked Days”: means any day
of the week other than a Saturday, Sunday or public holiday in France. It is specified that if any of the obligations of the Parties
must be executed on a day which is not a Working Day, said obligation must be executed on the next Worked Day and if any of the
notices which must be made under this Deed must be made on a day which is not a Worked Day, said notice must be issued at the
latest on the next Worked Day.


 


- "Lessees”: means the legal
persons currently occupying the Real Property Asset under the Leases.


 


- "Party or Parties”: means the
Vendor and/or the Purchaser.


 


- "First Part”: means the
part of the standardized Deed of Sale containing the information necessary for the Property Register publication formalities and
the levying by the tax administration of all taxes or duty owed by virtue of the present Deed.


 


- "this Deed”: means this
Deed of Sale, in both its two parts.


 


- "Part Two”: means the non-standardized
part of Deed of Sale containing the agreements which are not necessary for Property Register publication formalities and the levying
by the tax administration of all taxes or duty owed by virtue of the present Deed.


 




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- "Vendor”: means the company
named SCCV CANTELOUP, of which the parties appearing are identified in Article Error! Reference source not found.:
DESCRIPTION OF THE PARTY REPRESENTING THE VENDOR.


 


- "Sale”: designates the subject-matter
of this Deed.


 


		2.	DESCRIPTION OF THE PARTY REPRESENTING
                                         THE VENDOR 



 


		2.1	Identification of the Vendor 



 


The company named SCCV CANTELOUP, a civil
construction and sale company [Société Civile de Construction Vente] with registered capital of €1,000.00
having its headquarters in SAINT-HERBLAIN CEDEX (44821), rue du Moulin de la Rousselière C.P. 4106, identified in SIREN
as number 751218660 and entered in the NANTES Trade and Companies Register.


 


		2.2	Powers of representation 



 


The Vendor is represented by:


 


Mr Jean-Claude CHAN, specially authorised
for the present purposes according to a deed setting out the unanimous decisions of the company shareholders resolved at SAINT-HERBLAIN
on 19 September 2014 of which a certified copy is appended hereto after reference.


(Schedule 1. - Powers of attorney of the
Vendor)


 


		2.3	Declaration of capacity 



 


The representative of the Vendor in said capacity
represents and warrants under its own responsibility the following information, without which the Purchaser would not have contracted
this Deed:


 


		-	the
                                         Vendor is a company incorporated under French law duly constituted and existing, of which
                                         the details stated in this Deed are accurate and up to date,



 


		-	the
                                         Vendor is not and has not been the subject of measures associated with applications of
                                         the provisions of Articles L 611-1 et seq, L 620-1 et seq and L 631-1 et seq of the French
                                         Commercial Code, on the safeguarding procedure, judicial supervision with a view to implementing
                                         a recovery plant, appointment of an independent receiver, a conciliator, judicial administrator
                                         or liquidator in application of the foregoing provisions, 



 


		-	the
                                         Vendor is not party to any claim for nullity or dissolution,



 




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		-	the
                                         Vendor and its representative have legal capacity and have obtained all consents and
                                         authorisations of their corporate bodies and, if applicable, of the competent administrative
                                         authorities and all other consents and authorisations which may be necessary to authorise
                                         them to conclude and execute the obligations deriving from the Sale.



 


		-	the
                                         signature and execution of the Sale by the Vendor do not contravene any contract or undertaking
                                         to which it is party, nor any law, regulation, administrative, judicial or arbitral decision
                                         enforceable against it, of which the non-respect could have a negative influence or impede
                                         satisfactory execution of the undertakings deriving from the Sale.



 


		2.4	Address for service



 


For execution of the present Deed, the Vendor’s
address for service is at its registered office.


 


		3.	DESCRIPTION OF THE PARTY REPRESENTING
                                         THE PURCHASER



 


		3.1	Identification of the Purchaser



 


The company named ARC GLOBAL II Bordeaux,
a professional partnership having its headquarters in PARIS (9th arrondissement), 12 rue de la Chaussée
d'Antin, identified in SIREN as number 808 542 633 and entered in the PARIS Trade and Companies Register.


 


		3.2	Powers of representation



 


The Purchaser is represented by:


 


Mr Rafik SOUSSI, representative, with professional
address for service in LONDON, (United Kingdom), W1G 0JF, 37 – 38 Margaret Street,


 


Acting by virtue of powers vested in him by
Mr Graydon BUTLER, according to a power of attorney under private deed dated 29 December 2014,


Mr Graydon BUTLER acting under the terms of
said delegation of powers, in his capacity of manager of the company and especially authorised to this effect according to the
resolutions of the shareholder’s general meeting of the company dated 29 December 2014;


the following are appended hereto:


		-	A copy of the power of attorney dated 29 December
                                         2014, and



		-	A copy of the minutes of the resolutions
                                         of the company dated 29 December 2014.



(Schedule 2. - Powers
of attorney of the Purchaser)


 




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		3.3	Declaration of capacity 



 


The representative of the Purchaser in said
capacity represents and warrants under his own responsibility the following information, without which the Vendor would not have
of representation:


 


		-	the
                                         Purchaser is a company incorporated under French law duly constituted and existing, of
                                         which the details stated in this Deed are accurate and up to date,



 


		-	the
                                         Purchaser is not and has not been the subject of measures associated with applications
                                         of the provisions of Articles L 611-1 et seq, L 620-1 et seq and L 631-1 et seq of the
                                         French Commercial Code, on the safeguarding procedure, judicial supervision with a view
                                         to implementing a recovery plant, appointment of an independent receiver, a conciliator,
                                         judicial administrator or liquidator in application of the foregoing provisions,



 


		-	the
                                         Purchaser is not party to any claim for nullity or dissolution



 


		-	the
                                         Purchaser and its representative have legal capacity and have obtained all consents and
                                         authorisations of their corporate bodies and, if applicable, of the competent administrative
                                         authorities and all other consents and authorisations which may be necessary to authorise
                                         them to conclude and execute the obligations deriving from the Sale.



 


		-	the
                                         signature and execution of the Sale by the Purchaser do not contravene any contract or
                                         undertaking to which it is party, nor any law, regulation, administrative, judicial or
                                         arbitral decision enforceable against it, of which the non-respect could have a negative
                                         influence or impede satisfactory execution of the undertakings deriving from the Sale.



 


		3.4	Address for service 



 


For execution of the present Deed, the Purchaser’s
address for service is at its registered office.


 


		4.	AGREEMENT 



 


The Vendor sells, according to the present
Deed, to the Purchaser which accepts, the Real Property Asset described hereunder.


 


The Purchaser declares it accepts the Real
Property Asset as it exists, declaring it has inspected and visited the latter and was able to carry out all investigations as
indicated hereunder in Article 11.


 


The Sale is concluded according to the sole
charges, conditions and guarantees restrictively stipulated in the present Deed, of which some are set forth in more detail in
the Second Part.


 




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It is specified, regarding standardization
of the Deed of Sale as two parts, that none of the charges, conditions, declaration and guarantees in the Second Part give rise
to any taxation or Property Register publication formalities.


 


		5.	IDENTIFICATION OF THE ASSET



 


		5.1	Location and land register



 


In Beychac-et-Caillau (Gironde), 33750 locality
Canteloup, appearing on the land register:


 


	Section	 	No.	 	Locality	 	Surface area
	E	 	237	 	Canteloup	 	00 ha 07 a 80 ca
	E	 	300	 	Canteloup	 	00 he 08 a 50 ca
	E	 	301	 	Canteloup	 	00 ha 22 a 10 ca
	E	 	302	 	Canteloup	 	00 ha 18 a 60 ca
	E	 	303	 	Canteloup	 	00 ha 74 a 05 ca
	E	 	304	 	Canteloup	 	02 ha 44 a 70 ca
	E	 	305	 	Canteloup	 	01 ha 56 a 60 ca
	E	 	306	 	Canteloup	 	00 ha 74 a 30 ca
	E	 	1329	 	Canteloup	 	00 ha 05 a 73 ca


Total surface
area: 06 ha 12 a 38 ca


 


		5.2	Description



 


The building is comprised of:


		-	two ground floor units for warehouse
                                         use, with loading platforms, for a total surface area of approximately 12,522 sq.m.



		-	one ground floor and first floor
                                         unit, for office and employee premises use, for a total surface area of approximately
                                         1,498 sq.m.



 


All built on the aforementioned
plots, on which are built:


		-	18,105 sq.m. of common roads,



		-	5,705 sq.m. of concrete slab,



		-	170 outdoor parking spaces and
                                         a shelter for 2 wheel motorbikes for approximately 40 spaces.



 


As said Asset exists, extends, continues and
consists, without all facilities, appurtenances and fixtures, easements and party walls, fences, any rights and options attached
thereto, without exception or reservation, other than those which, where applicable, may be set forth hereunder.


 




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		5.3	Retrocession of part of the land
                                         area



 


Prior to the present Deed, the Vendor informed
the Purchaser that a proportion of the roads shown on the “excerpt from the computerised Property Register plan” of
SAINT-LOUBES dated 6 August 2014, must be retroceded to the Communauté de Communes du Sector de Saint-Loubes in consideration
of a token price of ONE EURO (€1) as it arises from a decision of the Conseil Communautaire (Community Council) of 16 October
2014, of which a copy remains appended hereto after reference (Schedule 3. - Resolution and plan of retrocession) cancelling
and superseding the resolution of 26 June 2014.


 


The Purchaser declares it is fully aware of
this retrocession for the benefit of the Community of Municipalities of the Saint-Loubès Sector.


 


Retrocession of the roads for the benefit
of the Community of Municipalities of the Sector of Saint-Loubès has not occurred as of today.


The Purchaser vests all powers in the Vendor
for the purposes of implementing said retrocession under the conditions set forth in the resolution of the Community Council referred
to hereunder, all at its expense and under its responsibility.


 


		6.	PRIVITY OF CONTRACT



 


Purchase pursuant to a deed recorded by Maître
CROQUET, civil law notary, in Ambarès, on 2 May 2012, of which a notarised copy has been registered with the property registration
service of Bordeaux 3rd, on 3rd September 2012, volume 2012P, number 14342.


 


Purchase pursuant to a deed recorded by Maître
SANCHEZ-ORTIZ, civil law notary, in Libourne, on 9 August 2012, of which a notarised copy has been registered with the property
registration service of Bordeaux 3rd, on 21 September 2012, volume 2012P, number 15248.


 


		7.	ENJOYMENT OF PROPERTY



The Purchaser is the owner of the Real Property
Asset as of this day.


 


It shall also have enjoyment thereof from
this day for receipt of rents, since the Real Property Asset is fully leased under the conditions shown in the Second Part.


 


		8.	PRICE



The Sale is made and accepted for a Price
exclusive of tax of SIXTEEN MILLION EIGHT HUNDRED THOUSAND EURO (€16,800,000.00), plus value added tax at the rate in force
of an amount of THREE MILLION THREE HUNDRED AND SIXTY THOUSAND EURO (€3,360,000.00),


 




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That is a price inclusive of all taxes of
TWENTY MILLION ONE HUNDRED AND SIXTY THOUSAND EURO (€20,160,000.00 Inclusive of Taxes), that shall be paid as indicated hereunder.


 


		8.1	Payment of Price – Declaration
                                         of origin of funds



 


Payment of price 


The Price agreed above is paid in full this
day by the Purchaser to the Vendor, that is:


- EIGHT HUNDRED AND
FORTY THOUSAND EURO (€840,000.00), at this moment by release for the benefit of the Vendor of the amount corresponding to
the deposit made prior to this day by the Purchaser, as recorded in the accounts of the acting notary;


- NINETEEN MILLION THREE
HUNDRED AND TWENTY THOUSAND EURO (€19,320,000.00), at this moment as recorded in the accounts of the undersigned acting notaries.


 


Declaration of origin of funds 


 


The Purchaser declares it has made the payment
as hereunder:


- eleven million eight hundred and sixty thousand
Euro (€11,860,000.00) from its personal funds;


- eight million three hundred thousand Euro
(€8,300,000.00) from funds released to it from the loan (the “Loan”) of a maximum amount in principal of fifty
million Euro (€50,000,000) granted, together with other lenders, by the company named DEUTSCHE PFANDBRIEFBANK AG, a company
incorporated under German law with capital of €380,376,059.67 having its headquarters in UNTERSCHLEIβHEIM (85716) (GERMANY),
Freisinger Straβe 5, where it is identified under the number HRB 41054 in the Trade Register B of the Munich District Court
of First Instance (GERMANY), said company having its French branch located at 11, rue Saint-Georges in Paris (75009), where it
is entered in the Paris Trade and Companies Register under the single identification number 487 699 175 RCS Paris, ( hereinafter
the “Lender”), according to the terms of a deed recorded on 29 December 2014 by Maître Etienne PICHAT, associate
notary in Paris 8th, (the “Loan Agreement”) which includes notably a purchase sub-tranche in an amount
of eight million three hundred thousand Euro (€8,300,000.00) (the “Allocated Purchase Portion”), intended to
partially finance the ex-tax purchase price of the Real Property Asset by the Purchaser


 


Under the terms of the Loan Agreement, the
Purchaser undertook to use the amount of eight million three hundred thousand Euro (€8,300,000.00) from the Allocated Purchase
Portion of the Loan to finance a proportion of the price of the Real Property Asset, so that the Lender benefits from a registration
of a money lender’s lien on the Real Property Asset, as well as all constructions, enhancements and improvements which may
be made and all fixtures, without exception or reservation, pursuant to the provisions of Article 2374 paragraph 2 of the French
Civil Code.


 




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The Vendor hereby issues to the Purchaser
unreserved acknowledgment of receipt of the amount of twenty million one hundred and sixty thousand Euro (€20,160,000.00)
of which payment is recorded above.


OF WHICH RECEIPT HEREWITH


 


		8.2	Waiver of Vendor’s preferential
                                         right and of the termination action – registration of a money lender’s lien



 


Waiver of preferential rights and of any
termination action by the Vendor 


Following payment of the Price above, the
Vendor declares it unreservedly waives all preferential rights and termination actions for the Real Property Asset.


 


Registration of a money lender’s
lien


Subsequent to the stipulations and declarations
set out respectively in the aforementioned Loan Agreement and in the receipt incorporated in this Deed, both concluded in the
originals, the Lender is vested by the law with the preferential money lender’s lien pursuant to Article 2374 paragraph
2 of the French Civil Code, which guarantees reimbursement of the portion of the Loan allocated to payment of a proportion of
the Price, that is an amount of eight million three hundred thousand Euro (€8,300,000.00) in principal, increased by accessories,
as provided in the Loan Agreement.


 


Registration of the money lender’s lien
shall be formalised at the competent Property Register department, as follows:


 


AS SECURITY 


 


	In
    an amount of eight million three hundred thousand Euro, in principal	 	€8,300,000.00
    
	 	 	 
	Interest and commission
    of which the law reserves the priority ranking	 	For information
	 	 	 
	And accessories
    of the credit claim including notably without this list being exhaustive: - (i) the agreed commission, - (ii) the increased
    interest for late payment of amounts due,- (iii) indemnities (all amounts due as indemnities, notably in the case of accelerated
    repayment, damages, interest and penalties, creditors travel costs, costs for assigning the credit claim after it is payable,
    commission expenses, litigation expenses, procedural expenses, indemnities in the event of rulings, etc.), - (iv) tax and
    duty on amounts due,- (v) insurance premiums, - (vi) expenses (expenses for obtaining a title, registration and registration
    renewal expenses, enforcement and litigation expenses etc.), evaluated at eight per cent (8%) of the principal, that is: six
    hundred and sixty four thousand Euro 	 	€664,000.00
    
	 	 	 
	Total to be registered:
    EIGHT MILLION NINE HUNDRED AND SIXTY FOUR THOUSAND EURO 	 	€8,964,000.00
    


 




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This registration shall take effect, pursuant
to the provisions of Article 2434 of the French Civil Code, until expiry of a period of one year from the final due date of the
Loan, that is until 29 December 2020 and no registration benefiting a third party shall take precedence over said registration.


 


Also, the Lender and the Purchaser have agreed
that if the Lender and/or its assignees and/or economic beneficiaries remain, on the aforementioned date, creditors of the Purchaser
by virtue of the Loan Agreement, the renewal for the benefit of the Lender and/or its assignees and/or economic beneficiaries
of the registration charged on the Real Property Asset shall be renewed at the Purchaser’s expense, which the latter accepts.


 


		9.	tax



 


		9.1	Transfer of ownership regime 



 


		9.1.1	On VAT



 


On VAT the Vendor declares:


 


		-	That
                                         it is subject to value added tax under the conditions of common law and that this sale
                                         falls within the framework of its economic activity.



		-	That
                                         the Real Property Asset was built according to Building Permit No. PC 033 049 12 Z0016
                                         of 26 October 2012, said operation consisting in an operation for the construction and
                                         implementation of a new building included in the scope of application of value added
                                         tax under the conditions provided by Article 257-7 of the French General Tax Code.



		-	That
                                         in consequence, the Real Property Asset is a new building pursuant to Article 257-I-2-2°
                                         of the French General Tax Code as amended by the provisions of Article 16 of Law No. 2010-237
                                         of 9 March 2010, the rectifying finance law for 2010.



		-	That
                                         in consequent, pursuant to Articles 256-I, 256-II-1°, 257-I of the French General
                                         Tax Code as amended by the provisions of Article 16 of Law No. 2010-237 of 9 March
                                         2010, the rectifying finance law for 2010, this sale enters into the scope of application
                                         of value added tax which shall be paid by the Purchaser in addition to the ex-tax price.



 




    	10



    	 



    

 


		9.1.2	On registration duty 



 


The Real Property Asset was completed less
than five years ago, therefore the declaration of completion of construction works was signed on 6 January 2014.


 


In consequence, the Sale shall be subject
to the Property Registration Tax at the rate anticipated in Article 1594 F quinquies of the French General Tax Code.


 


The basis for calculation of the Property
Registration Tax comprises the sale price of the Real Property Asset, that is the amount of SIXTEEN MILLION EIGHT HUNDRED THOUSAND
EURO (€16,800,000.00).


 


		9.1.3	Calculation of Duty



 


	 	 	 	 	Amount
    to Pay
	Departmental Tax 

    €16,800,000	 	 	 	 	 
	 	x	0.70 %	=	€	117,600.00
	 	 	 	 	 	 
	Collection levy	 	 	 	 	 
	 	x	2.14 %	=	€	2,517.00
	 	 	 	 	 	 
	 	 	 	TOTAL	€	120,117.00


 


		9.1.4	Property transaction formalities
                                         fee



 


		9.1.5	The Sale shall be subject to the
                                         Property transaction formalities fee at a rate of 0.10 % of which the basis is constituted
                                         by the Price including taxes of TWENTY MILLION ONE HUNDRED AND SIXTY THOUSAND EURO (€20,160,000.00
                                         Inclusive of Taxes), that is an amount of TWENTY THOUSAND ONE HUNDRED AND SIXTY EUROS
                                         (€20,160.00).






 


		9.2	Real Property Capital Gain



 


The representative of the Vendor Company declares
under its responsibility:


- that the latter has
its registered office at the address indicated above;


- that it acquired the
Real Property Asset under the terms of deeds recorded by Maître CROQUET, notary in AMBARES, on 2 May 2012, Maître
SANCHEZ-ORTIZ, notary in LIBOURNE, on 9 August 2012, as cited above;


- that the Real Property
Asset has been registered in its books in the capacity of stock,


- that it declares profits
to the following Tax Department: SIE BORDEAUX SUD-EST, Av du Pont Vincent Auriol, 33152 CENON CEDEX where it is identified under
the number SIRET 75121866000015,


 




    	11



    	 



    

 


- that the shareholders
in the Vendor Company are:


. The company named FONCIERE
DE L’ATLANTIQUE, a single-member limited liability company, having its headquarters at SAINT-HERBLAIN (44821), rue du
Moulin de la Rousselière, entered in the NANTES Trade and Companies Register as number 481575850, and


. The company named BAUGRUPPE,
a single-member limited liability company, having its headquarters in CAEN (14000), 27 rue Jean Romain, entered in the CAEN Trade
and Companies Register as number 498699032


- that the company FONCIERE
DE L’ATLANTIQUE is liable to Corporation Tax and declares its profits to the Tax Department SIE NANTES SUD-OUEST, 2 rue
du Général Margueritte, 44035 NANTES CEDEX 1


- that the company named
BAUGRUPPE is liable for Corporation Tax and declares its profits to the following Tax Department SIE CAEN OUEST, 145 rue de la
Délivrande, 14000 CAEN.


 


		10.	PROPERTY REGISTER – MISCELLANEOUS
                                         PUBLICATIONS 



 


		10.1	Property Register 



 


The present Deeds shall be published in the
Property Register department in the circumscription where the Real Property Asset is located


 


		10.2	Sole Formality Procedure



 


This Deed shall be subject to the sole formality
procedure.


 


		10.3	Address for service for Property
                                         Register formalities – Powers of attorney for accomplishment of formalities



 


		10.3.1	Address for service:



 


For the Property Register formalities, documents
and correspondence relative thereto, the address for service of the Parties is at the Notarial Office named above.


 


		10.3.2	Powers of attorney for accomplishment
                                         of formalities 



 


For accomplishment of Property Register formalities,
the Parties, acting in their common interests, vest all necessary powers in any clerk of the aforementioned Notarial Office with
a faculty to act together or individually, to prepare and sign all supplementary, rectifying or amending deeds relative to this
Deed, so that latter concord with the mortgage and Property Register documents and other official records.


 


END OF STANDARDIZED PART


 




    	12



    	 



    

 


PART TWO


 


		11.	Framework OF THE OPERATION



 


		11.1	Submission of documents 



 


The Vendor acknowledges that the Purchaser
has made available to it, in good faith, prior to today’s date an electronic information package which it has used to analyse,
assess, carry out its own investigations on the legal, technical, tax, financial, administrative, environmental and lease situation
of the asset covered by this agreement.


 


In this regard, the Vendor acknowledges that
the documents appended and referred to hereunder were made available to it and that it was able to make copies thereof prior to
signing this agreement.


 


Moreover, the Vendor acknowledges that it
was able to obtain the assistance of all people with special knowledge, experts, professionals and advisors that it chose and
assigned so that it could assess the scope of said documents and information and that it was able to ask questions and request
additional documents and obtain the necessary responses from the Purchaser and its advisors.


 


The summary of the on-line documentation on
15 October 2014 is appended hereto after reference (schedule 5).


 


In consequence, the Vendor represents that
it is perfectly familiar with the features of the asset covered by this promise, as highlighted by the documents set out in the
aforementioned summary (see schedule 5).


 


		11.2	Transfer of benefit of the promise
                                         of sale



 


Following a deed recorded by Maître
Xavier BOUCHE, acting notary, on 16 October 2014, the Vendor concluded a promise of sale for the Real Property Asset with the
company named ARC GLOBAL (LUXEMBOURG) HOLDINGS S.A.R.L., a company incorporated under Luxembourg law with capital of €12,500
having its headquarters in Luxembourg (L-1742), 9A boulevard Prince Henri, entered in the Luxembourg Trade and Companies Register
as number B 190960, hereinafter the “Substitute”, incorporating a faculty of substitution.


 


According to this deed, the Substitute paid,
as option money, an amount of EIGHT HUNDRED AND FORTY THOUSAND EUROS (€840,000.00).


 




    	13



    	 



    

 


This amount was paid over into the hands of
Maître Xavier BOUCHE to be set off against the price should the Real Property Asset be sold.


 


The Purchaser specifies that the Substitute
has replaced the Purchaser as the Vendor of this promise.


Said substitution was granted without any
indemnity, but with a responsibility for the Purchaser directly to reimburse the Substitute the amount of said option money.


 


		11.3	Novation



 


The Parties have agreed that the provisions
hereof expressly novate any understanding or agreement that may arise from correspondence prior to signing of this Deed of Sale.


 


		11.4	Confidentiality



 


Neither of the Parties shall make any public
announcement (by publishing any communiqué or in any other manner) concerning the existence, contents or subject- matter
of this Agreement, without the prior written authorisation of the other Party.


 


However, either Party may make such announcement
without the agreement of the other Party, insofar as publication is required by law or a regulation.


 


		11.5	Expenses



 


		11.5.1	Principles 



 


The Purchaser shall be responsible for emoluments,
expenses and fees deriving from this Agreement and its sequels,


 


		11.5.2	Commission for intermediaries
                                         



 


The Parties acknowledge that this Agreement
was negotiated by XCF IMMOBILIER vested by the Vendor with mandate number 19 dated 13 January 2014.


In consequence, the Vendor who shall be solely
responsible, undertakes to pay remuneration of THREE HUNDRED THOUSAND EURO (€300,000.00), ex-tax, that is THREE HUNDRED AND
SIXTY THOUSAND EURO inclusive of tax (€360,000.00 Inc Tax) into the accounts of the acting notary.


 


		11.5.3	Expenditure



 


In addition to the expenses for this Deed
of Sale, each Party shall bear its own costs, expenses and expenditure (including without limitation expenditure and expenses
for accounting, tax and legal consultants) incurred for preparation and negotiation of this Deed.


 




    	14



    	 



    

 


		12.	OPERATION OF THE REAL PROPERTY
                                         ASSET



 


		12.1	Leasing Situation 



 


		12.1.1	Description of the leasing situation
                                         



 


The Real Property Asset is leased to the Lessee
pursuant to the lease statement which remains appended to this Deed after reference.


 


(Schedule 4. Lease stateement)


 


The Purchaser expressly dispenses the Vendor
and the undersigned Notary from reporting in this Deed, the procedures concerning the Leases and all documents reporting on the
leasing situation of the Real Property Asset as the latter are given in the Information Pack.


The Purchaser declares it has perfect knowledge
and understanding of the other charges and conditions of the Leases since the latter have been examined by it or its legal advisor
prior to this day.


 


In addition, the Vendor declares concerning
the leasing situation:


 


1/ Regarding the lease signed with AUCHAN:


 


-            that
the current quarterly rent, excluding taxes and excluding charges, amounts to ONE HUNDRED AND FIFTY ONE THOUSAND FIVE HUNDRED
AND SEVEN EUROS AND TWO CENTS (€151,507.02, excluding taxes and excluding charges);


-            that
the amount of the security deposit paid amounts to ONE HUNDRED AND EIGHTY ONE THOUSAND TWO HUNDRED AND TWO EUROS AND FORTY CENTS
(€181,202.40);


-            that
on today’s date no legal proceedings have been brought in relation to the lease whose right is assigned or to the premises
covered by this lease with the lessee, the owners or neighbouring tenants


 


or else with any authorities or any third
party concerned;


-            that
no back rent or charges are owed;


-            that
no total or partial sub-lease or right of occupancy has been granted even in front of the leased premises;


-            that
there has been no breach of the clauses of the lease that is liable to allow the lessor to refuse to renew the lease, without
paying eviction compensation.


 




    	15



    	 



    

 


2/ Regarding the lease signed with ATAC:


 


-            that
the current quarterly rent, excluding taxes and excluding charges, amounts to ONE HUNDRED AND FORTY NINE THOUSAND NINE HUNDRED
AND FIFTY ONE EUROS AND THREE CENTS (€149,951.03, excluding taxes and excluding charges);


-            that
the amount of the security deposit paid amounts to ONE HUNDRED AND SEVENTY NINE THOUSAND THREE HUNDRED AND FORTY ONE EUROS AND
FORTY THREE CENTS (€179,341.43);


-            that
on today’s date no legal proceedings have been brought in relation to the lease whose right is assigned or to the premises
covered by this lease with the lessee, the owners or neighbouring tenants or else with any authorities or any third party concerned;


-            that
no back rent or charges are owed;


-            that
no total or partial sub-lease or right of occupancy has been granted even in front of the leased premises;


-            that
there has been no breach of the clauses of the lease that is liable to allow the lessor to refuse to renew the lease, without
paying eviction compensation.


 


The Purchaser is subrogated by the Vendor
as from this day in all rights and obligations under the Leases. The Vendor acknowledges that from this day, it forfeits the status
of lessor and in consequence. shall refrain from interfering in any manner whatsoever in the contractual relations between the
Purchaser and the Lessees, except as specified in Article 12.1.4.


 


The Vendor reserves all amounts which may be
due to it as rent, indemnities or charges referring to the period prior to the entry into enjoyment of the Purchaser.


 


The Vendor submits this day to the Purchaser,
which acknowledges receipt thereof, the original Leases.


 


The Purchaser undertakes to notify the Lessees
of the change of ownership of the Real Property Asset within ten (10) worked days from this day.


 


		12.1.2	Guarantee deposits 



 


This day the Purchaser paid to the accounts department
of the undersigned acting notaries, the amount of guarantee deposits received from the Lessees, as indicated hereunder in Article
14.1.1 A.


 


Given said payment into its hands, the Purchaser
declares it acknowledges that is henceforth responsible for accounting for the guarantee deposits vis-à-vis tenants or
occupants.


 


		12.1.3	Pro-rata rents 



 


The Parties have this day calculated the pro-rata
rents due by the Lessees to the Purchaser from this day and up to the last day of the calendar quarter.


 




    	16



    	 



    

 


On this day the Vendor pays through the accounts
department of the undersigned acting notaries, the pro-rata amount of rent exclusive of tax rent due from Lessees which it is
owed, increased by the amount, inclusive of tax, of rent for the first quarter of 2015, already called by the Vendor as indicated
hereunder in Article 14.1.1 B.


 


		12.1.4	Charges - Adjustment



 


		a)	Adjustment of charges for previous
                                         years



 


The Vendor shall be personally responsible
for adjusting the charges for previous years.


 


		b)	Adjustment of charges non-recoverable
                                         from Lessees for the current year



 


In the hypothesis of charges which cannot
be recovered from Lessees, the latter shall be distributed pro-rata temporis and borne by the Vendor for the period prior to this
day and borne by the Purchaser for the subsequent period.


 


This distribution shall be made directly between
the Parties and not by the accounts department of the undersigned acting notaries.


 


The Parties agree to proceed with accounting
for and adjusting the non-recoverable charges for the current year at the latest by 31 March 2015.


 


		c)	Regularisation of charges recoverable
                                         from Lessees for the current year



 


Having regard to the date for the adjustment
stipulated herein, the Vendor shall prepare the statement of charges for 2014 vis-à-vis the Lessees.


 


		12.2	Subscriptions and contracts 



 


The Vendor declares that all subscriptions
for the supply of fluids, maintenance, upkeep and operation of the Real Property Asset have been subscribed by the Lessees.


In consequence, no contract shall be transferred
to the Purchaser by effect of this Deed.


 


It is specified that the Vendor has cancelled,
at its expense and under its sole responsibility, all management contracts it may have concluded concerning the Real Property
Asset.


 


The Vendor declares it has not concluded any
advertising agreement or any agreement for advertising panels, aerials and/or signs for the Real Property Asset.


 




    	17



    	 



    

 


The Vendor recalls there are no labour contracts
directly binding it to persons employed for the upkeep, security or operation of the Real Property Asset, pursuant to the provisions
of Article L 1224-1 of the French Labour Code.


 


		12.3	Buildings insurance 



 


		12.3.1	Contract 



 


In the framework of implementation of the
construction works for the Real Property Asset, the Vendor has subscribed from the insurance company ALLIANZ, structural damages
contract number 084 897 42 and a ten year property developer’s liability contract 084 897 43, dated 5 March 2013.


 


The Vendor declares that acceptance of the
works occurred on 22 January 2014.


 


On 23 July 2014, a certificate of insurance
was issued indicating that the provisional premium for the contract has been paid.


 


The Purchaser acknowledges it has read said
documents since they were communicated in the Information Pack.


 


Pursuant to Articles L.242-1 of the French
Insurance Code and 1646-1 of the French Civil Code, the Purchaser is subrogated to the Vendor’s rights with regard to the
foregoing insurance contract and the ten-year property developer’s liability contract.


 


		12.3.2	Claims in progress 



 


A certificate of absence of claims in progress
on 16 September 2014 prepared by the insurance company ALLIANZ is attached and appended to this deed after reference.


(Schedule 5. Certificate
of absence of claims).


 


The Vendor declares that no claim has been
made concerning the Real Property Asset since the date of issue of this certificate.


 


		12.3.3	Submission of documents 



 


The Vendor irrevocably undertakes to submit
to the Purchaser within a deadline of six (6) months from signature of this Deed, to wit:


 


- Report on resolution
of snags s with the contractors AAI and NORSUD,


- Certificate of discharge of
final structural damage and property developer’s insurance premiums,


		-	proof of the remedying of reserves
                                         set out in the acceptance reports signed with the two lessees, Atac and Auchan



 




    	18



    	 



    

 


		-	proof that change of operator formalities
                                         provided for under Article R. 512-68 relating to facilities classified for the protection
                                         of the environment relating to the facility operated under column 2925 (reporting regulations)
                                         have been carried out.



 


		13.	INFORMATION ON THE REAL PROPERTY
                                         ASSET



 


		13.1	Urban Planning 



 


		13.1.1	Principle



 


The Purchaser shall be personally responsible,
without any recourse against the Vendor, for existing or future urban planning easements which currently or may encumber the Real
Property Asset as derived under laws, decrees and orders in force and development, expansion or improvement plans, whether regional
or municipal.


 


		13.1.2	List of documents obtained 



 


The following documents are appended to this
Deed, and the Purchaser declares its knowledge thereof since they were read out to and the Purchaser’s own examination of
administrative documents in the Information Pack:


		-	urban
                                         planning information note issued by the Town Hall of BEYCHAC AND CAILLEAU, 14 October
                                         2014,



		-	urban
                                         planning certificate issued by the Town Hall of BEYCHAC AND CAILLEAU, 14 October 2014,



		-	Letter
                                         from the Town Hall of BEYCHAC AND CAILLEAU on the building line dated 14 October 2014,



		-	situation
                                         plan.



 


(Schedule 6. Urban Planning
Documents)


 


The Purchaser:


 


		(i)	Expressly undertakes to be
                                         personally responsible for execution of the charges and prescriptions and compliance
                                         with the public easements and other administrative limitations on the right of ownership
                                         referred to in this document purely for information and of which it declares it has full
                                         knowledge;



		(ii)	acknowledges that the undersigned
                                         Notary has provided all supplementary clarifications on the scope, extent and effects
                                         of said charges, prescriptions and administrations;



		(iii)	declares that it has never
                                         made the obtaining a certificate of urban planning and the possibility to execute works
                                         which require the prior obtaining of a building permit, a condition of this Deed.



 




    	19



    	 



    

 


The Purchaser declares it has full knowledge
of the above and discharges the Vendor for all obligations on such matters, making the latter its own personal responsibility.


 


		13.1.3	Mines and quarries



 


Pursuant to Article L.154-2 of the French
Mining Code set out hereunder verbatim:


 


Article L 154-2 of the Mining Code: 


 


"The vendor of land under which a
mine was operated shall inform the purchaser accordingly in writing. It shall also inform the latter, insofar as it is aware thereof,
of any significant dangers or disadvantages resulting from said exploitation.


 


In default of said information, the purchaser
may opt either to seek cancellation of the sale or a refund of a proportion of the price. It may also require that the vendor,
at its expense, eliminates the dangers or disadvantages compromising normal use of the land if the cost of said elimination does
not appear disproportionate in relation to the sale price.


 


The provisions of this article also apply
to any form of transfer of real property ownership other than a sale.”


 


The Vendor declares to its knowledge that
no mine or quarry, present or previous, was operated in the land underlying the Real Property Asset.


 


		13.1.4	Drainage



 


It is specified here that the rainwater flow
system must be separate from the waste water evacuation facility.


 


Relating to drainage


Under the terms of Article L. 1331-1 of the
French Public Health Code when a property is located is a zone which has a collective drainage network, the owner of the property,
regardless of


 


the nature and features thereof, is under
an obligation to connect up to the collective network within a two year period as from its commissioning, unless the district
grants an exemption.


 


As long as said connection has not been made,
the owner may be compelled to pay an amount at least equivalent to the fee it should have paid if the property had been connected
up (L. 133-1-8). Should the owner fail to comply, the district may, after service of formal notice, carry out the work at a matter
of course at the owner’s expense by applying a gross-up to the connection levy that it should have paid (Article L. 1331-6
and L. 1331-7).


 




    	20



    	 



    

 


When the property is located in a zone which
does not have a collective drainage network it must have an independent drainage system whose facilities shall be maintained in
a good operating condition (L. 131-1).


 


The expenses of connecting or bringing a facility
into compliance may be high and only a specialised undertaking can objectively assess the amount thereof.


 


Relating to the evacuation of rainwater


Under the terms of Article 681 of the Civil
Code “all owner must build roofs in such a way that rainwater flows his/ her/its land or on the public road, rainwater cannot
be allowed to flow on the tenement of his/her/its neighbour”.


 


A département based health regulations
define rainwater evacuation regulations.


 


In particular, it is provided that rainwater
evacuation structures must be maintained in a good operating and sealing condition and that the dumping of detritus and other
refuse is banned. The rainwater flow system must be separate from waste water evacuations.


 


It must be possible to evacuate rainwater
on a permanent basis and the mayor may regulate discharge on the public road in the scope of police powers relating to the measures
taken to prevent accidents, floods and pollution. Rainwater must not be allowed to flow onto neighbouring tenements and the public
road.


 


Vendor’s representation relating to
drainage


The Vendor represents that the Asset sold
is connected to the drainage network.


 


The Purchaser, duly informed of the obligations
imposed in relation to drainage, as they arise, on the one hand, from the aforementioned building permit and, on the other hand,
town planning rules applicable to the asset sold, represent that they wish to personally attend thereto without claim against
anyone.


 


The Purchaser, duly informed of the obligation
on all owners to maintain the structures needed to bring the waste water to the public part of the connecting branch in a good
condition, represent that it has been notified that the district may inspect the quality of workmanship of said structures and
check that they are maintained in a good operating condition. Should it fail to comply with the obligations laid down above, the
district may, after formal notice, carry out the essential work as a matter of course at the expense of the concerned party.


 




    	21



    	 



    

 


		13.1.5	Rainwater discharge



 


In accordance with the provisions of Articles
L. 211-1, L. 214-1 to L. 214-6 and R. 214-1 to R. 214-56 of the French Environment Code an application file for the authorisations
needed to discharge rainwater as part of the envisaged construction project was filed with the Prefecture on 17 October 2011.


 


Copies of the Water Law - Declaration File
and the Additional File drawn up by ENVOLIS, a French limited liability company under sole ownership located at 33 Avenue de la
République, Arcachon 33120, were added, prior to the signing of this Deed int the Information Pack including:


 


For proper order and as required, are appended
hereto after reference:


 


-            the
copy of the receipt of filing of declaration file No. 231-11 of 25 October 2011 bearing file number 33-2011-00283;


-            the
copy of the letter from the Prefecture of the Gironde of 29 February 2012 which states that there is no objection to the transaction.


 


		13.1.6	Uncertainty – shrinkage
                                         / bulking of clay



 


The Vendor represents that based on the information
that the préfet of the département made available to it, the Asset hereunder is concerned by the mapping of the
uncertainty – shrinkage / bulking of clay in the département of the Gironde drawn up by the Ministry of Ecology,
Energy, Sustainable Development, Transport and Housing.


 


Based on said mapping, of which a copy is
appended hereto after reference, the Asset is located in an average uncertainty zone.


 


		13.1.7	Underground cavities



 


The Vendor represents that based on the information
that the préfet of the département made available to it, the Asset hereunder is not located within a zone with cavities
as evidenced by the mapping of the département of the Gironde drawn up by the Ministry of Ecology, Energy, Sustainable
Development, Transport and Housing which is appended hereto after reference (schedule 36).


 


Moreover, a table, updated at 1 February 2014,
drawn up by the département of the Gironde listing the districts concerned by the underground cavities is appended hereto;
said table is appended hereto after reference (schedule 37).


 




    	22



    	 



    

 


		13.2	Methods of holding - Organisation



 


		13.2.1	Development for business use
                                         "LE BOIS DE CANTELOUP"



 


A proportion of the Building was the subject
of a development permit application submitted by the company ATLANTIQUE GASCOGNE, the former owner, with a view to implementing
an "à la carte" development for business use, comprising a Macro-lot sub-divisible into 8 lots maximum, with
a maximum Net Floor Area of 26,250 m2, on 28 July 2011.


 


The decree granting the development permit
for the plots recorded in the Property Register as E300p, 301p, 302p, 303p, 304, 305 and 306 was issued by the Municipality of
BEYCHAC-ET-CAILLEAU as number PA 033 049 11 X 0001 on 12 January 2012.


 


The permit was displayed on the land, as demonstrated
by the three declarations of display prepared by a legal official dated 20 February, 19 March and 29 March 2012.


 


A certificate of non-recourse against the
permit was issued by the Town Hall of BEYCHAC AND CAILLEAU on 18 April 2012.


 


For comprehensive information and all useful
purposes, the Vendor declares that these authorisations became without reason given obtaining of the decree granting the building
permit issued by the Mayor of BEYCHAC-AND-CAILLAU on 26 October 2012 as number PC 033 049 12 Z0016 for the entire land area for
development as previously authorised and since the proposed works and division were not implemented. 


 


A copy of these documents was submitted to
the Purchaser in the Information Pack.


 


		13.2.2	Development owners’ association
                                         [Association syndicale libre] for the "ZONE D'ACTIVITES DU BOSPLAN"



 


It emerges from the certificate dated 28 July
2011, included in the Information Pack, that the company ATLANTIQUE GASCOGNE, former owner, undertook to constitute a Development
owners’ association for the owners of lots in the "Zone d'Activités du Bosplan", to whom ownership, management
and upkeep of the access roads and common equipment would be devolved, pending their subsequent transfer into the remit of a public
legal entity.


 


The vendor declares that no Development owners’
association [ASL] was constituted and that the status of owner of the Building has not to date been devolved to any member of
a Development owners’ association [ASL] or Urban property owners’ association [Association Foncière Urbaine
Libre – AFUL].


 




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		13.3	Charges and conditions



 


The Sale is granted and accepted subject to
the charges and conditions hereunder.


 


		13.3.1	Quiet enjoyment



 


The Purchaser shall enjoy the warranty of
quiet enjoyment provided for under Articles 1626 to 1640 of the Civil Code.


In this regard, the Vendor represents to the
Purchaser that there is no impediment of a legal or contractual nature to the free disposal of the Asset, in particular, following
total or partial confiscation, any non-cleared pre-emptive right, non-cleared preferential right, ground for rescission, cancellation,
revocation or legal action to recover property, compulsory purchase or requisition.


 


		13.3.2	General conditions 



 


		A.	Condition of the property 



 


It is expressly agreed between the Parties
that the Real Property Asset is sold as is on the day of taking possession, without warranty by the Vendor on account of apparent
or hidden defects which might affect the ground, subsoil or structures or on account of products or materials that may contain
asbestos, of termites and other wood-eating insects which might affect the structures or of said structures’ or constructions’
non-compliance with health, safety, environmental standards or of pollution of the ground or subsoil insofar as the appearance
of the defects is not related to the carrying out of re-fitting out work or to the circumstance that a part of the non-demolished
structure constitutes the support for new elements, in which case the regulations described in Article 1792 of the Civil Code
hereinafter [shall apply].


 


		B.	Surface Area of the Real Property
                                         Asset. 



 


The Vendor does not provide for the Purchaser
any guarantee of the surface area of the Real Property Asset or that of the land on which it is built, any difference more or
less exceeding one twentieth shall be to the profit or loss of the Purchaser without any recourse against the Vendor.


 


		C.	Taxes and charges 



 


The Purchaser shall pay, as from the transfer
of title, the taxes, contributions and charges of any kind that the Real Property Asset may and might be liable for, without the
above provisions affecting rights to recover any taxes, contributions and charges from tenants or occupants, if any.


 


As the Vendor has invoiced the property levy
in full to the tenants in accordance with the terms of leases, there shall be no repayment of the pro rata of the property tax
on the date of reiteration.


 




    	24



    	 



    

 


Concerning property tax and charge for
collection of household waste:


 


Since the Vendor has obtained reimbursement
of the property tax and the charge for collecting household waste for 2014 from Lessees, no reimbursement has been made to date
between the Parties.


 


		D.	Insurance 



 


1/ Recall of the legal
provisions 


 


The undersigned notary recalls to the Parties
that Article L.121-10 of the French Insurance Code provides as follows:


 


"In the event of (...) transfer of
the thing insured, the insurance continues by right for the benefit (...) of the purchaser (...). It is, however, permissible
(...) for the purchaser to cancel the contract”.


 


2/ Agreement of the
Parties 


 


It is agreed between the Parties:


 


		(i)	that the Vendor shall be personally
                                         responsible, so that the Purchaser is never troubled or sought out on such matters, for
                                         cancelling the insurance contracts for fire and other risks contracted by it, by virtue
                                         of the mandate hereby conferred on it by the Purchaser,



 


		(ii)	that the Purchaser shall be
                                         personally responsible for subscribing a new insurance policy.



 


		E.	Proceedings and disputes



 


The Vendor declares it is not party to any
litigation referring to the Real Property Asset.


 


		13.3.3	Easement



 


The Purchaser shall accept all negative, apparent
or hidden, continuous or discontinuous easements that may encumber the Asset, except to challenge them and to enjoy the positive
easements, if any, at its risks, without any claim against the Vendor, without this clause giving anyone more rights that it would
have held under lawful titles which are not time-barred or by law.


 


The Purchaser is subrogated into all rights
and obligations of the Vendor deriving from any easements.


 




    	25



    	 



    

 


The Vendor represents that it has not granted
any easement or allowed any easement to be acquired on the Asset hereunder and that, as far as it is aware, there are no easements
apart from:


 


-            those
that may arise from the natural location of the premises and the law, easements for public purposes affecting the land use, administrative
limitations to the proprietary right, town planning rules, administration regulations,


-            those
revealed in the title deeds and old title deeds made available in the Information Pack.


 


For proper order and for all useful purposes,
the Vendor represents that, upon the aforementioned purchase of 9 August 2012, it was literally stipulated as follows:


 


“The Purchaser authorises the Vendor,
owner of the adjacent asset, to encroach by 20 cm on the pit of the asset covered by this agreement”.


 


The Vendor represents that said authorisation
was granted to Mr RECLUS, previous owner of the Real Property Asset, to enable him to maintain his tenement and to be able to
use maintenance equipment for said purpose. The Vendor represents moreover that the enclosure marking its tenement was built short
of said 20 cm strip.


 


The Vendor represents that said authorisation
constitutes a personal undertaking in favour of Mr RECLUS, owner of plots recorded on the land register at section E numbers 254,
605, 977 and 979.


 


The Purchaser formally acknowledges said undertaking
and confirms that it does not intend challenging it on today’s date.


 


		13.4	Technical Surveys 



 


		13.4.1	Technical survey file/General
                                         provisions



 


		A.	Recall of the regulations



 


The Parties declare they are perfectly well
aware of the provisions of Articles L.271-4 to L.271-6 of the French Building and Housing code on the technical survey file (hereinafter
the Technical Survey File) which must be appended to the deed of sale for all or part of a building.


 


		B.	Contents of the Technical Survey
                                         File 



 


The statements, reports and surveys (hereinafter
the Reports) constituting the Technical Survey File are as follows:


 




    	26



    	 



    

 


		1.	The report on the risk of exposure
                                         to lead provided by Articles L.1334-5 and L.1334-6 of the French Public Health Code.



		2.	A report referring to the presence
                                         or absence of materials or products containing asbestos provided by Article L.1334-13
                                         of the French Code of Public Health.



		3.	The report on the presence of termites
                                         in the building provided by Article L.133-6 of the French Building and Housing Code.



		4.	The report on the internal gas installations
                                         provided by Article L.134-6 of the French Building and Housing Code.



		5.	The report on the natural mining and
                                         technological risks provided in paragraph 2.1 of Article L.125-5 of the French Environmental
                                         Code, in the zones referred to in paragraph I of said Article.



		6.	The energy performance survey provided
                                         at Article L.134-1 of the French Building and Housing Code.



		7.	The report on the internal electrical
                                         installations provided at Article L.134-7 of the French Building and Housing Code.



		8.	The survey of the non-collective drainage
                                         installations provided at Article L. 1331-11-1 of the French Public Health Code.



 


		C.	List of Reports – Responsibility,
                                         subrogation 



 


The contact details of the authors of these
Reports and their production dates are indicated in the articles for the regulations concerned.


 


The Vendor recalls that to its knowledge,
the Reports of which the compendium constitutes the Technical Survey File were prepared by persons with guaranteed competence
and appropriate organisations and resources pursuant to Article L.271-6 of the French Building and Housing Code.


 


The Vendor does not guarantee the content
of the Reports constituting the Technical Survey File since they were prepared under the sole liability of their authors.


 


In addition, the Vendor declares it subrogates
the Purchaser, which the latter accepts, into all rights and actions vis-à-vis the authors of said Reports.


 


		13.4.2	Combating lead poisoning / Statement
                                         of risk of exposure to lead



 


		A.	Recall of regulations



 


The Parties declare they are perfectly well
aware of the provisions of Articles L.1334-1 to L.1334-12 and R.1334-1 to R.1334-13 of the French Public Health Code on combating
lead poisoning.


 


		B.	Non applicability of the regulations



 


Since no part of the Real Property Asset is
used as a dwelling, it is not included in the scope of application of the regulations on combating lead poisoning.


 




    	27



    	 



    

 


		C.	Declarations 



 


The Vendor declares that to its knowledge,
no occupant of the Real Property Asset has been affected by lead poisoning.


 


The Purchaser declares it will be personally
responsible without any recourse against the Vendor for any existence of lead in the Real Property Asset and any risks of exposure
to lead and all the potential consequences under whatsoever title.


 


		13.4.3	Conditions regarding the law
                                         on termites and other wood-boring insects / Statement on the presence of termites



 


		A.	Recall of the regulations



 


The Parties declare they are perfectly well
aware of the provisions of the regulations on protection of purchases and owners of buildings, against termites and other wood
boring insects and notably the provisions of law No. 99-471 of 8 June 1999, encoded in Articles L 133-1 to L 133-6 of the French
Building and Housing Code on combating termites.


 


		B.	Parasite report



 


The Vendor provided the Purchaser with a report
on the presence of termites drawn up by SOCOTEC on 1 October 2014, which proved its legality in light of Article L. 271-6 of the
Building and Housing Code by presenting a solemn attestation drawn up in accordance with Article R. 271-3 of said Code. It has
also proved its professional expertise by means of a certificate of expertise drawn up by an accredited body and the taking out
of insurance covering its professional liability.


 


The following emerges from the Report “no
termites, of signs of infestation and of harmful damage”, is appended hereto after reference (Schedule 7).


 


The Purchaser represents that:


-            it
has read the aforementioned report;


-            it
has been informed of current regulations;


-            and
it shall personally attend to the situation disclosed in the report.


 


		13.4.4	Regulations on asbestos 



 


		A.	Recall of the regulations 



 


The Parties declare they are perfectly well
aware of the provisions of Articles L.1334-13 and R.1334-14 to R.1334-29 of the French Public Health Code regarding buildings
for which the building permit was issued prior to 1 July 1997 on asbestos.


 




    	28



    	 



    

 


With regard to asbestos, these provisions
describe the obligations incumbent on the owners of buildings owned by public or private persons.


 


These obligations concern:


 


		-	the
                                         detection of any presence of flocking, heat insulation and false ceilings containing
                                         asbestos according to the date of the building permit for the buildings concerned (Articles
                                         R.1334-15 and R.1334-16 of the French Public Health Code);



		-	constitution
                                         of the asbestos technical file (hereinafter the Asbestos Technical File) (Articles R.1334-25
                                         to R.1334-26 of the French Public Health Code). When prepared, the Asbestos Technical
                                         File satisfies the obligation to detect the presence of flocking, heat insulation and
                                         false ceilings.



		-	production
                                         of a report referring to the presence or absence of materials containing asbestos (hereinafter
                                         the Asbestos Report) (Article R.1334-24 of the Public Health Code) on sale of a building.



		-	if
                                         the Asbestos Technical File exists, the summary sheet incorporated in the Asbestos Technical
                                         File serves as the Asbestos Report.



 


		B.	Asbestos



 


Building permit for the Real Estate Property
has been issued after 1 July 1997 no asbestos report has been established.


 


		13.4.5	Report on internal gas installations



 


		A.	Recall of regulations 



 


The Parties declare they are perfectly aware
of the provisions of Article L.134-6 of the French Building and Housing Code on the protection of purchasers and owners of buildings
which incorporate internal gas installations.


 


		B.	Non-applicability of the regulations



 


Since no part of the Real Property Asset is
used as a dwelling, it is not included in the scope of application of the provisions of Article L.134-6 of the French Building
and Housing Code.


 


		13.4.6	Report on internal electrical
                                         installations



 


		A.	Recall of regulations 



 


The Parties declare they are perfectly well
aware of the provisions of Article L.134-7 of the French Housing and Building Code on the safety of internal electrical installations.


 




    	29



    	 



    

 


		B.	Non-applicability of the regulations
                                         



 


Since no part of the Real Property Asset is
used as a dwelling, it is not included in the scope of application of the provisions of Article L.134-7 of the French Building
and Housing Code.


 


		13.4.7	Report on natural and technological
                                         hazards 



 


		A.	General regulations 



 


The provisions of Article L. 125-5 of the
Environment Code are literally set forth hereinafter:


 


“ I. - The purchasers or tenants of
real property located in zones covered by a required or approved plan for the prevention of technological hazards or a plan for
the prevention of foreseeable natural hazards or in seismic zones defined by decree following consultation of the French Council
of State (Conseil d'Etat) shall be informed by the Vendor or the lessor of the existence of the hazards referred to in said plan
or said decree. For said purpose, a report on natural and technological hazards shall be drawn up based on information made available
by the Prefect. In the event of sale of the Property, the report shall be produced in accordance with the conditions and procedures
provided for in Articles L. 271-4 and L. 271-5 of the Building and Housing Code.


II. – In the event of the leasing of
the Property, the report on natural and technological hazards shall be provided to the new tenant in accordance with the conditions
and procedures provided for in Section 3-1 of Act No. 89-462 of 6 July 1989 which aims to improve relations between lessor and
lessee and which amends Act No. 86-1290 of 23 December 1986.


III. – The préfet shall draw
up the list of districts where the provisions of I and of II are applicable as well as, for each district in question, the list
of hazards and the documents to be taken into account.


IV – when a developed property sustained
an incurred loss which gave rise to the payment of proceeds under Article L. 125-2 or Article L. 128-2 of the French Insurance
Code, the vendor or the lessor of the property is required to inform in writing the purchaser or the tenant of any incurred loss
that has occurred while it was the owner of the property or of which it itself was informed under these provisions. In the event
of the sale of the property, said information is mentioned in the notarised agreement recording the completion of the sale.


V – In the event of non-compliance with
the provisions of this article, the purchaser or the tenant may bring a legal action to cancel the agreement or request the court
to decrease the price.”


 




    	30



    	 



    

 


Les Parties déclarent avoir parfaite
connaissance des dispositions des textes relatifs à l’information sur les risques naturels et technologiques majeurs
et particulièrement des dispositions des articles L.125-5 & R 125-23 à R 125-27 du Code de l’environnement
comportant obligation d’annexer, notamment à toute promesse ou acte de vente d’un bien immobilier, un état
des risques naturels et technologiques établi depuis moins de 6 mois avant la conclusion du contrat, fondé sur les
informations transmises par le Préfet du département au Maire de la commune où est situé le Bien Immobilier
(ci-après l’ « E.R.N.M.T »).


 


		B.	Report on Natural, Mining and
                                         Technological Risks 



 


Having regard to the district of Beychac et
Caillau


 


-            No
plan for the prevention of foreseeable natural hazards has been approved/ adopted for the district of Beychac et Caillau;


-            No
plan for the prevention of technological hazards have been approved or required for the district of Beychac et Caillau;


 


-            No
plan for the prevention of mining hazards is applicable;


-            The
Real Estate Property hereunder is located in a zone 2 seismic level (low uncertainty) and for new constructions, extensions, additions
of heights or conversions, the rules laid down in Articles L. 111-26 and R. 111-38 of the Building and Housing Code should be
complied with, in particular, relating to the technical inspection.


 


The Vendor has submitted to the Purchaser
which acknowledges same, a Report on Natural, Mining and Technological Risks [E.R.N.M.T.] prepared on 16 October 2014 pursuant
to the model defined by Ministerial Decree.


 


A copy of the E.R.N.M.T. is appended with
the following documents:


- prefectoral decree of 20 November 2012,


- prefectoral decree of 29 October 2012,


- summary sheet.


(Schedule 7. E.R.N.M.T). 


 


The Purchaser declares it is fully aware of
the information communicated by the prefecture of Gironde.


 


		A.	Declarations



 


		·	Declaration
                                         of the Purchaser:



 


The Purchaser declares it is perfectly aware
of the provisions of the E.R.N.MT and that it could assess the nature of any risks indicated in the E.R.N.M.T., acknowledging
that by production of the E.R.N.M.T., the Vendor has duly fulfilled its obligation of providing information on natural and technological
risks.


 




    	31



    	 



    

 


		·	Declaration
                                         of the Parties on claims the consequence of natural or technological disasters:



 


		·	Declaration
                                         by the Vendor:



 


The Vendor declares for its part that:


		-	since
                                         it became the owner of the Real Property Asset, the latter has not been the subject of
                                         any claim giving rise to payment of an indemnity pursuant to Article L. 125-2 or Article
                                         L. 128-2 of the French Insurance Code;



		-	that
                                         it has not been informed, in application of the provisions of Article L 125-5 of the
                                         French Environmental Code of any such claim affecting the Real Property Asset.



 


		13.4.8	Survey of energy performance



 


		A.	Recall of regulations



 


The Parties declare they are perfectly well
aware of the provisions of Articles L.134-1 to L.134-5 of the French Building and Housing Code, requiring vendors to make available
to the purchaser a survey of the energy performance of the Real Property Asset which includes the quantity of energy actually
consumed or estimated for a standardized use of the Real Property Asset and its classification according to reference values.


 


		B.	Energy performance survey



 


The Vendor has submitted to the Purchaser
an energy performance survey prepared on 6 October 2014 by the company SOCOTEC, which proved its compliance with Article L 271-6
of the French Building and Housing Code by production of a sworn statement prepared pursuant to Article R 271-3 of said Code.


 


A copy of the survey is appended.


 


(Schedule 8. Energy performance survey).


 


The Purchaser, for its part, acknowledges
and declares it will be personally responsible on such matters without any recourse against the Vendor.


 




    	32



    	 



    

 


		13.5	Mandatory environmental authorisations



 


		13.5.1	Regulations on facilities classified
                                         for the protection of the environment



 


Applicable
law


 


The drafter hereof informs the Parties of
the provisions of Article L. 514-20 of the Environment Code set forth hereinafter:


 


“When a facility subject to authorisation
or registration was operated on land, the vendor of said land is bound to inform the purchaser thereof in writing. It shall also
inform, insofar as it is aware thereof, of important dangers or drawbacks arising from the operation.


If the vendor is the operator of the facility,
it shall also inform the purchaser in writing if its business activity involved the handling or storage of chemical or radioactive
substances. The deed of sale shall attest that said formality has been carried out.


Failing compliance, the purchaser may opt
to take legal action to cancel the agreement or to obtain a refund of a part of the price; the purchaser may also request that
the land be rehabilitated at the vendor’s expense when the cost of said rehabilitation does not seem to be out of proportion
to the sale price.”


 


Data base


 


For all useful purposes, the Vendor produces
hereunder:


ENVIRONMENTAL SURVEY POLLUTED SITES AND GROUND


 


The findings of the survey that SOCOTEC carried
out on 21 January 2013, which is appended to the electronic medium (schedule 9), are literally set forth hereinafter:


 


“As part of a property project on land
located in Beychac et Caillau 33000, you wished that SOCOTEC HSE carry out a survey to identify the presence of potential sources
of pollution of the ground.


 


Said study was carried out in accordance with
the national policy of management of polluted sites and grounds via various documents provided on 8 February 2007 and drawn up
by the Ministry for Ecology and Sustainable Development.


A toute fin utile, le Vendeur produit aux
présentes :


 


8.1.
IMMEDIATE RECOMMENDATIONS – EMERGENCY MEASURES 


 


During our presence on the site, we did not
record dangerous situations that would contribute directly to the current contamination of ground (leaking barrels and run-off
of products to the ground, etc.).


 


8.2. FINDING


The project relates plots Nos. 300 to 306
and 237 of section F of Beychac et Caillau 33000 for a surface area of 24,234 sq.m. The woods on the land are being cleared.


 




    	33



    	 



    

 


Based on the information in our possession,
there were farming and wine growing activities on the site being studied up to the end of the 1980s beginning of the 1990s. Since
then, the land has been wooded but there is no activity. The land is currently being cleared (December 2012).


 


The investigation campaign has checked the
quality of the ground to the right of the land being studied. The analyses carried out on samples taken have highlighted: 


 


-            of
trace metal concentrations consistent with concentrations currently encountered in urban ground in France and/or very much below
the maximum of normal ground. However, said values are overrun for copper on samples E1 and E2 (maximum of 89 mg/kg MS =;


 


-            of
organochloride pesticide concentrations below the quantification limits. Only a concentration of copper has been highlighted on
the site being studied (composite sample E1 and E2 with a maximum of 89 mg/kg MS) in the northwest area. Because said zone will
be used mainly as a coated road, because the future use of the site will be industrial, because the green area zone will be very
restricted in said area of your project (without sensitive use) and because the time of presence of future users will be slight,
earth with a concentration of copper may be kept as part of your project without a special recommendation”.


 


BASOL


The BASOL data base, developed by the Ministry
of Ecology, Energy, Sustainable Development, Transport and Housing – General Prevention and Risks Division (DGRP ) lists
the polluted (or potentially polluted) sites and grounds that call for preventive or remedial action by public authorities (http://basol.environnement.gouv.fr).


 


No site has been listed on the district of
Beychac et Caillau as evidenced by the consultation of said data base on 29 July 2014, of which a copy is appended hereto after
reference (schedule 1).


 


BASIAS 


The BASIAS data base, developed by the Bureau
of Geological and Mining Resources for the Ministry of Ecology, Energy, Sustainable Development, Transport and Housing, proposed
an inventory of industrial sites and service activities, in operation or note, that are liable to cause pollution (http://basias.brgm.fr).


 


Based on consultation of said database on
29 July 2014, ten (10) sites are listed in the district of Beychac et Caillau, of which two are located in Canteloup representing:


 


-            the
operation, still in operation, by Garage Relais de Canteloup, activities,


-            the
operation, still in operation, by Station Total RN 89.


 




    	34



    	 



    

 


A copy of the mapping of sites (schedule 40)
lists the sites listed in the district of Beychac et Caillau (schedule 41) and detailed sheets of the two aforementioned operations
are enclosed herewith and appended hereto (schedules 42 and 43).


 


Base of the inspection of classified facilities
(site of the Ministry of Ecology, Energy, Sustainable Development, Transport and Housing)


The data base of the inspection of classified
facilities which may be consulted on the website of the Ministry of Ecology, Energy, Sustainable Development, Transport and Housing
(http://installationsclassees.ecologie.gouv.fr/index.php) list the facilities subject to authorisation and in particular the SEVESO
classified sites.


 


Based on consultation of said data base on
29 July 2014, seven (7) sites have been listed on the district of Beychac et Caillau.


A copy of the list of sites listed on the
district of Beychac et Caillou is appended hereto after reference (schedule 2).


 


Base of the inspection of classified facilities
(site of the Ministry of Ecology, Energy, Sustainable Development, Transport and Housing)


 


The data base of the inspection of classified
facilities which may be consulted on the website of the Ministry of Ecology, Energy, Sustainable Development, Transport and Housing
(http://installationsclassees.ecologie.gouv.fr/index.php) list the facilities subject to authorisation and in particular the SEVESO
classified sites.


Based on consultation of said data base on
29 July 2014, seven (7) sites have been listed on the district of Beychac et Caillau.


A copy of the list of sites listed on the
district of Beychac et Caillou is appended hereto after reference (schedule 3).La base de données de l’inspection
des installations classées, consultable sur le site du MEEDDAT (http://installationsclassees.ecologie.gouv.fr/index.php),
recense les installations soumises à autorisation, et notamment les sites classés SEVESO.


 


Declaration Facilities Classified for Protection
of the Environment


 


The Vendor also represents that SCCV Canteloup
filed a declaration under the regulations applicable to Facilities Classified for the Protection of the Environment under column
2925 “accumulators (... load workshops)”.


A copy of the declaration file is appended
hereto after reference (schedule 45).


 


The copy of receipt No; 17500 issued by the
Prefecture of the Gironde on 12 November 2012 have been provided in the Data room.


 


The Vendor vouches that it shall obtain from
operators, prior to the reiteration of this agreement by notarised agreement, the transfer of Facilities Classified for Protection
of the Environment to the operators.


 




    	35



    	 



    

 


The Vendor shall carry out all necessary formalities
with the Prefecture of the Gironde.


 


Vendor’s representation


The Vendor represents that as far as it is
aware that:


 


-            no
transformer containing PCBs or PCTS, commonly known as pyralene, is operated on the site as of today’s date,


-            it
has not received any report or any complaint or proceedings relating to a warehousing of products, materials, substances, preparations,
packaging or waste on the ASSET in violation of the applicable regulations,


-            no
judgement or no order or no court or administrative decision has compelled or ordered the Vendor to remedy a disturbance caused
to the environment or to clean the site on which the Asset is located and that it is not aware of any judgement or order or court
or administrative decision that compels or orders the occupants of the Asset to stop all or some of their activities following
a disturbance of neighbourhood or any pollution, to remedy a disturbance caused to the environment or to clean the site on which
the real property assets and rights in rem hereunder are located.


 


Purchaser’s representation


The Purchaser represents that it is satisfied
with the Vendor’s representations and formalities and in consequence it waives invoking the provisions referred to in Article
L. 514-20 (2) of the Environment Code which authorises it, failing said information, to request the cancellation of the sale or
the return of a part of the price or else the restoration of the site at the Purchaser’s expense when the cost of said restoration
seems to be out of proportion with the price.


 


Hydrocarbon tank


 


The drafter hereof reminds the parties of
the provisions of article 28 of the ministerial order of 1 July 2004 which defines the technical and safety rules applicable to
the storage of oil products in premises not provided for under the law on classified facilities or the regulations on public access
buildings literally set forth hereinafter:


 


Article 28:


“Measures must be taken in the event
of any abandonment (definitive or provisional) of a tank so as to avoid any risk of the build-up of steam:


-            oil
change, oil dumping and cleaning,


-            backfilling
of the tank (the product used for neutralisation must cover the entire surface of the internal wall of the tank),


-            or
the withdrawal thereof.


The undertaking that carries out said operations
shall provide the user with a certificate of warranty relating to the proper implementation of stabilisation operations referred
to above.


 




    	36



    	 



    

 


If the abandonment follows the modification
of the heating facilities, the undertaking carrying out operations must comply with said measures.”


The Vendor represents that there are no hydrocarbons
on the Asset.


 


		13.5.2	Ground study



 


It is specified here that INGESOL, grounds
and materials engineer, located at 19 rue Pablo Neruda, Villenave d’Ornan 33140, carried out the ground study “file
12L554” on 23 April 2012; a copy thereof is appended hereto after reference (schedule 29).


 


Chapter IV of said report includes various
recommendations. The Parties do not require the undersigned civil law notary to literally relate the purport of said report and
represent that they have read it as it had been made available to the Purchaser prior to signing this agreement on the electronic
information space as well as the supplementary note prepared by the company named INGESOL, on 26 February 2013, on absolute compaction,
of which the Parties declare they have full knowledge.


 


		13.5.3	Legionella 



 


		A.	Recall of regulations



 


The Parties declare they are perfectly aware
of the regulations on the prevention of risks linked to legionella in at-risk installations and in public access buildings and
notably Circular No. 98-771 of the Ministry of Employment and Solidarity of 31 December 1998.


 


		B.	At-risk Installations 



 


The Vendor declares:


		-	that
                                         to its knowledge, the Real Property Asset does not incorporate any such at- risk installation,



		-	that
                                         no case of legionella has been notified to it concerning the Real Property Asset. 



 


The Purchaser acknowledges communication in
the Information Pack of details of the analysis reports for the Real Property Asset, and declares it will be personally responsible
for the situation of the Real Property Asset having regard to the risks associated with legionella, without any recourse against
the Vendor.


 




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		13.6	Administrative authorisations
                                         – Works 



 


		13.6.1	Administrative authorisations



 


		A.	Building permit



 


The Vendor represents that:


 


-            a
building permit application for the construction of a storage building with a floor area of 12,521 sq.m. and of adjoining offices
of a floor area of 1,622 sq.m. has been filed by Mr Pascal LECHENE on behalf of SCCV CANTELOUP on 6 August 2012; the copy of said
application is appended hereto after reference (schedule 10).


-            a
building permit order has been issued by the mayor of Beychac et Caillou on 26 October 2012 under number PC 033 049 12 Z0016;
the copy of said order is appended hereto after reference.


-            the
building permit was duly displayed as recorded by the judicial officer reports of 2 November 2012, 3 December 2012 and 3 January
2013, of which copies are appended hereto after reference.


-            no
claim or administrative withdrawal has been filed against the aforementioned building permit as evidenced by a letter from the
town hall of Beychac et Caillou on 12 February 2013; the copy is appended hereto after reference.


-            started
the site on 5 March 2013 as evidenced by the site start-up declaration filed by Mr Pascal LECHENE on behalf of SCCV Canteloup;
the copy is appended hereto after reference.


-            it
has attested to the completion and compliance of constructions on 6 January 2014 as evidenced by a declaration attesting the completion
and compliance of constructions received at the town hall on 22 January 2014; the copy is appended hereto after reference.


-            it
has obtained an attestation of non-contesting of compliance issued by the town hall of Beychac et Caillou on 12 August 2014; the
copy is appended hereto after reference.


-            a
building permit application for the construction of an extension to the storage building, the modification of the surrounding
areas and the façade has been filed by Mr Pascal LECHENE on behalf of SCCV CANTELOUP on 13 May 2014; the copy of said application
is appended hereto after reference.


-            it
has obtained a building permit order issued by the town hall of Beychac et Caillou on 27 August 2014 under number PC 033 049 14
X0008; the copy of said order is appended hereto after reference.


 


The Vendor represents that the building permit
for which the application was filed on 27 August 2014 has not been implemented and that it shall not undertake any work in said
respect.


 


For proper order and for all useful purposes,
the Vendor represents that:


 


-            it
obtained, on 5 June 2012, an order of transfer of the permit issued on 12 January 2012 under number PC 033 049 11 X0021; a copy
of said order of transfer is appended hereto after reference.


-            It
obtained, on 27 November 2012, an order of withdrawal of the permit issued on 12 January 2012 under number PC 033 049 11 X0021;
a copy of said order of transfer is appended hereto after reference.


 




    	38



    	 



    

 


Lastly, the Vendor represents that the Asset
already benefits in favour of Atlantique Gascogne of:


 


-            a
decision of non-objection to the prior declaration of 11 February 2012 under number DP 33 049 11 X0018; a copy of said declaration
is appended hereto after reference.


-            a
developer’s permit of 12 January 2012 under number PA 33 049 11X0001; a copy of said developer’s permit is appended
hereto after reference.


 


For proper order and for all useful purposes,
the Vendor represents that said two authorisations have become inapplicable on account of the issue of the building permit order
issued by the mayor of Beychac et Caillou on 26 October 2012 under number PC 033 049 12 Z0016 relating to the entire land footprint
of the previously authorised subdivision and that the envisaged work and division have not been implemented.


 


-            an
order by the préfet (chief government officer) to clear land on 5 January 2012 under number No. 11-073; a copy of said
order is appended hereto after reference.


-            a
transfer of the Purchaser of the authorisation to clear land as it ensues from a letter from the Prefecture of Gironde of 5 June
2012; a copy of said letter is appended hereto after reference.


 


For complete information, the Vendor specifies
that the aforementioned development permit and the authorisation to clear land have been duly displayed as recorded by the judicial
officer’s reports of 19 January 2012, 20 February 2012 and 19 March 2012, of which copies are appended hereto after reference
(schedule 25).


 


A copy of these documents is appended hereto
after reference (Schedule 9)


 


		13.6.2	Advisory Maintenance File



 


Since construction of the Real Property Asset
commenced after 30 December 1994, it falls within the scope of application of law No. 93-1418 of 31 December 1993; in consequence,
the advisory maintenance file provided at Article L. L 4532-16 of the French Labour Code, was prepared for the Real Property Asset
by the company SOCOTEC, referred to above, on 30 January 2014, and is communicated in the Information Pack.


 




    	39



    	 



    

 


		13.7	Root of title



 


		13.7.1	Origine de propriété
                                         immédiate



 


The Vendor owns the Asset covered by this
agreement following the purchase it made from:


 


For the plot recorded on the land register
at section E number 1329


Mr Laurent Jean Luc RECLUS, wine grower, residing
at 37 bis Avenue du Stade, Vayres 33870,


Born in Libourne 33500, on 22 September 1963,


Divorced from Mrs Fabienne LABORDE pursuant
to a judgement entered by the Bordeaux Regional Court (Tribunal de Grande Instance) on 12 January 1999 and who has not remarried.


In consideration of a principal amount receipted
in said deed.


 


Pursuant to a deed recorded by Maître
SANCHEZ-ORTIZ, civil law notary, in Libourne, on 9 August 2012, of which a notarised copy has been registered with the property
registration service of Bordeaux 3rd, on 21 September 2012, volume 2012P, number 15248.


 


For the plots recorded on the land register
at section E numbers 237, 300, 301, 302, 303, 304, 305 and 306


Atlantique GASCOGNE, a French limited company
(société anonyme) with share capital of €228,673.53, having its registered office at Espace Mérignac
Phare, rue Alessandro Volta, Mérignac (Gironde), identified under SIREN number 380 249 029 and registered with the Bordeaux
Trade and Companies Register.


 


In consideration of the principal amount receipted
in said deed.


 


pursuant to a deed recorded by Maître
CROQUET, civil law notary, in Ambarès, on 2 May 2012, of which a notarised copy has been registered with the property registration
service of Bordeaux 3rd, on 3 September 2012, volume 2012P, number 14342.


 


		13.7.2	Earlier root of title 



 


For the plot recorded on the land register
at section E number 1329


The root of title in the aforementioned deed
of 9 August 2012 is literally set forth hereinafter:


 


“The real property asset covered by
this agreement is owned by Mr RECLUS following the following acts and legal proceedings:


 


Under a judgement entered at the auction hearing
of the Bordeaux Regional Court on 9 November 1995, the ASSET in question was awarded to the VENDOR.


This public auction took place following proceedings
brought against:


Mr Jean-Clause VEYSSIERE, spouse of Janny
Madeleine LEGRAND, born on 4 December 1940, 33 rue de Lamberte, 33500 Libourne


 




    	40



    	 



    

 


And Mrs Jean-Claude VEYSSIERE née Janny
Madeleine LEGRAND, born on 3 June 1939, 33 rue de la Lamberte, 33500 Libourne,


Further to the particulars of sale drawn up
by Maître COCHET, lawyer admitted to the Bordeaux Bar and after the completion of public disclosure formalities imposed
by Articles 696 and 699 of the French Code of Civil Procedure (Code de procedure civile).


Said public auction took place with the greatest
importance, in addition to the condition of paying the expenses of the sale, in consideration of the price of five hundred and
twenty three thousand francs (Ffrs 523,000).


Said price was paid and deposited in full
with Maître Jean-Pierre COCHET as it evidenced by a receipt of 12 December 1995 by the Bordeaux Regional Court.


The enforceable copy of said judgement was
registered with the 3rd mortgage registry of Bordeaux on 5 March 1996, volume 1996P number 2714bis”.


The earlier root of title mentioned in the
memorandum appended to the deed of 9 August 2012 is appended hereto after reference (schedule 9).


 


For the plots recorded on the land register
at section E numbers 237, 300, 301, 302, 303, 304, 305 and 306.


 


The root of title in the aforementioned
deed of 2 May 2012 is literally set out hereinafter:


 


“The real property assets covered by
this agreement are owned by Atlantique Gascogne following purchase from:


-            Mrs
Martine Jeanne Marie ARNAUD, housewife, spouse of Mr Heurt Paul Louis de BODIN de GALEMBERT residing at 1 allée Bouillot,
Archacon, Gironde,


Born in Paris 75017 on 7 May 1934


-            Mrs
Josette Marie Denise ARNAUD, housewife, spouse of Mr Fernando MARANON RICHI residing at 5 Fray Juan Gil, Madrid, Spain


Born in Biganos, Gironde, on 27 May 1937


-            Mr
Eric Jean Henri ARNAUD, engineer, spouse of Mrs Claudette TABAGLIO residing at 3 Sente de l’Abbé Suger, Vaucresson,
Hauts de Seine,


Born in Bordeaux, Gironde, on 2 November 1939,


-            Miss
Florence Marie Martine ARNAUD, retired, residing at 31 rue d’Assas, Paris 75006, single


Born in Bordeaux, Gironde, on 2 December 1945


-Mr Hubert Jean Faut ARNAUD, engineer, spouse
of Mrs Béatrice FOUCAULT, residing at 7 rue Saint Simon, Paris 75007,


Born in Bordeaux, Gironde, on 15 February
1949


-            Mr
Didier Jean Henri ARNAUD, architect, spouse of Mrs Laurence Adeline Marie Toinon de CASO residing at 2 rue de la Caille, Sèvres,
Hauts de Seine,


Born in Cauderan, Gironde, on 25 January 1953


 


Under the terms of a deed recorded by Maître
CROQUET, civil law notary, in Ambarès et Lagrave, on today’s date and of which a notarised copy shall be registered
with the mortgage registry of Bordeaux III, prior hereto.Pour les parcelles cadastrées section E numéros 237, 300,
301, 302, 303, 304, 305 et 306


 




    	41



    	 



    

 


EARLIER ROOT OF TITLE


 


Said asset is part of the ARNAUD undivided
ownership following the acts and under the following deeds:


 


I/ Under the terms of a deed drawn up by
Maître Joseph ADENIS LAMARRE, civil law notary, in Bordeaux, on 18 July 1967, registered with the Bordeaux 2nd AC, on 23
August 1967, volume B, folio 9, form 1025 No. 2 – 3989, received five thousand five hundred francs,


 


It was set up for a 50 year term between:


-            Mrs
Marie Anne Lyse PAUL, housewife, spouse of Mr Jean Claude ARNAUD née residing at Facture, Gironde,


Born in Paris 75017, on 5 May 1911


-            Mr
Jean Claude Camille ARNAUD, retired, spouse of Mrs Marie Aune Lyse PAUL, residing at 291 Boulevard de la Plage, Arcachon, Gironde


Born in Paris 75017, on 6 December 1909


-            Mr
Michel Jean Jacques PAUL, engineer, spouse of Mrs Marguerite EIFFEL, residing at Château Bel Air, Vayres, Gironde,


Born in Bordeaux, Gironde, on 19 January
1909,


-            Mrs
Marguerite EIFFEL, housewife, spouse of Mr Michel Jean Jacques PAUL, residing at Château Bel Air, Vayres, Gironde


Born in Salleboeuf, Gironde, on 6 September
1905


 


The French private non-trading farm company
having its registered office at locality “Jean Dugay”, les Tilleuls, Beychac et Caillau.


 


The company’s capital had been set
at ONE HUNDRED AND FIFTY THOUSAND FRANCS (Ffrs 150,000) divided into one thousand five hundred shares of one hundred francs each,
allocated to the shareholders.


 


The shareholders contributed, in particular,
the plots now sold:


 


In proportion to their respective contributions,
the capital has been divided, as follows:


-            to
Mrs ARNAUD, 1,060 shares, bearing numbers 1 to 1,060


-            to
Mr and Mrs ARNAUD, 40 shares, bearing numbers 1,061 to 1,100,


-            to
Mr PAUL, 300 shares, bearing numbers 1,101 to 1,400,


-            to
Mr and Mrs PAUL, 100 shares, bearing the numbers 1,401 to 1,500.


 


NOT APPEARING IN THE LITERAL RETRANSCRIPTION
BUT BY CLARIFICATION IN THE INTEREST OF THE PARTIES:


 




    	42



    	 



    

 


Under the terms of a rectifying deed drawn
up by Maître Joseph ADENIS LAMARRE, civil law notary, in Bordeaux, on 29 January 1970, registered with the second mortgage
registry of Bordeaux, on 3 February 1970, volume 5921, number 3,


 


The description of the plots contributed
to SOCIETE CIVILE AGRICOLE DU DOMAINE DE JEAN DUGAY under the terms of the aforementioned deed of 18 July has been completed and
for this purpose the plots recorded on the land register at Section E numbers 300, 301, 302 and 303 have been contributed.


 


In consequence, under the terms of a rectifying
deed drawn up by Maître Jean Michel LAVERGNE, civil law notary, in Creon, of 24 December 1987 and 16 September 1988, registered
with the second mortgage registry of Bordeaux, on 20 October 1988, volume 14792, number 23,


 


It was specified that SOCIETE CIVILE AGRICOLE
DU DOMAINE DE JEAN DUGAY owned the plot recorded on the land register at section E number 304 and that said plot was wrongly allocated
to Mrs LANDREAU née COUSSEAU.


 


II / Under the terms of a deed recorded
by Maître DESQUEYROUX, a civil law notary in Bordeaux, on 14 September 1970, registered at Bordeaux Nord, on 18 September
1970, form 1785, No. 17019 received one thousand six hundred and eighty francs.


 


Mr and Mrs ARNAUD, named above,


The three hundred shares bearing numbers
1,101 to 1,400 owned by Mr PAUL and the one hundred shares bearing numbers 1,401 to 1,500 owned by Mr and Mrs PAUL,


 


of the non-trading company “SOCIETE
CIVILE AGRICOLE DU DOMAINE DE JEAN DUGAY”,


 


in consideration of the principal price
of FORTY THOUSAND FRANCS (Ffrs 40,000) paid in immediately available funds and receipted in the deed.


 


Under the terms of article 8 of the Memorandum
and Articles of Association, it was stipulated that the shares were freely assignable and transferrable between shareholders.


 


Mr ARNAUD, acting in his capacity as director
of said company, appointed to said office under the terms of article 12 of the Memorandum and Articles of Association, has stated
that he accepts this assignment and exempts the assignees from notifying it to the company in accordance with the provisions of
Article 1690 of the French Civil Code (Code civil).


 


III/ DEATH OF Mrs ARNAUD


Mrs ARNAUD, named above, died at 42 Boulevard
Jourdan, Paris 75014, on 25 July 1983,


 




    	43



    	 



    

 


Leaving to receive her estate:


1°) her surviving spouse,


Mr ARNAUD, named above, in joint estate
under the terms of their marriage settlement drawn up by Maître DEVALLEE, civil law notary, in Paris, on 28 June 1933, prior
to their marriage celebrated at the town hall of Paris 75017 on 10 July 1933


Statutory beneficial owner of 1⁄4
of the assets part of her estate under Article 767 of the Civil Code.


 


2°) and for heirs:


Mrs de BODIN de GALEMBERT,


Mrs MARANON RICHI,


Mr Eric ARNAUD,


Miss ARNAUD,


Mr Hubert ARNAUD,


Mr Didier ARNAUD,


Her sole children from her marriage, heirs
jointly for the entire estate or dividedly each for 1/6.


As said capacities were recorded in a deed
recorded by Maître ADENIS LAMARRE, civil law notary, in BORDEAUX, on 24 December 1983.


 


The 1,500 shares of the non-trading company
“SOCIETE CIVILE AGRICOLE DU DOMAINE DE JEAN DUGAY” are then owned, undividedly between them, by Mr Jean ARNAUD and
her 6 children, to wit:


 


-            Mr
ARNAUD, being entitled to the full ownership of his rights, i.e. half of the 440 shares part of the joint estate that existed
between him and Mrs PAUL and to beneficial ownership of 1⁄4 of the 1,280 shares of said company.


-            And
his six children, being entitled, undividedly between them, to the bare ownership of 1⁄4, for beneficial ownership of Mr
ARNAUD and to the full ownership of 3⁄4 of the 1,280 shares of said non-trading company “SOCIETE CIVILE AGRICOLE DU
DOMAINE DE JEAN DUGAY”.


 


IV/ Under the terms of a deed recorded
by Maître ADENIS – LAMARRE, civil law notary in Bordeaux, on 24 September 1984, registered in Bordeaux Centre, on
11 October 1984, form 545 No. 4, received three hundred and fifty francs.


 


Mr Jean Claude Camille ARNAUD, named above,
has his 6 children, named above,


The full ownership of half of the 440 shares
of “SOCIETE CIVILE AGRICOLE DU DOMAINE DE JEAN DUGAY” part of the joint estate that existed between him and Mrs Marie
Aime Lyse PAUL, his deceased spouse, who died first,


 


And his beneficial ownership undividedly
with his 6 children,


 




    	44



    	 



    

 


Of half of the 440 shares of the “SOCIETE
CIVILE AGRICOLE DU DOMAINE DE JEAN DUGAY” part of the joint estate that existed between him and Mrs PAUL, who died first,
and of the 1,060 shares part of the estate of said Mrs PAUL, his spouse, who died first.


 


V/ In accordance with Act No. 2011-420
of 15 May 2001, as the non-trading company “SOCIETE CIVILE AGRICOLE DU DOMAINE DE JEAN DUGAY” had not been registered
prior to 1 November 2002, the company is no longer a legal entity


 


In consequence, the assets located at Beychac
et Caillau are in undivided ownership between the shareholders of said company in accordance with the provisions of Article 1872
(2) of the Civil Code and they now own them in undivided ownership for all assets, i.e. up to 1/6th each.


 


The asset was valued at €130,000 in
said deed.


 


As recorded in the terms of a certificate
of title drawn up by Maître de LAPASSE, civil law notary, in Paris, on 2 May 2012, of which a notarised copy was registered
with the mortgage registry of Bordeaux III, prior hereto”.


 


		13.7.3	Submission of Titles 



 


The Vendor shall not be bound to submit any
title deed to the Purchaser who remains subrogated in all rights of the Vendor to have delivered at its expense to it in the capacity
of Purchaser all dispatches or excerpts from deeds or judgements concerning the Real Property Asset.


 


It acknowledges that the Vendor has fulfilled
its obligation to deliver the Real Property Asset under the terms of Article 1605 of the French Civil Code; in consequence the
Purchaser waives any termination action and notably that under Article 1610 of the French Civil Code.


 


		13.8	Mortgage situation



 


		13.8.1	Mortgage report 



 


A mortgage report issued by the BORDEAUX 3rd
Bureau Property Register department on 14 November 2014, of which a copy remains appended, does not indicate the existence
of any registration of encumbrance or mortgage charged to the Real Property Asset.





(Schedule 9. Mortgage Report)


 


Except for the registration of a conventional
mortgage for the benefit of CAISSE D'EPARGNE ET DE PREVOYANCE AQUITAINE POITOU-CHARENTES against the Vendor in an amount in principal
of €12,150,000 and €1,215,000 accessories, with a final effective date of 5 May 2031.


 




    	45



    	 



    

 


By letter of 18 December 2014 the registered
creditor confirmed agreement to discharge of the aforementioned registration against payment of an amount of TWELVE MILLION THREE
HUNDRED AND EIGHTY SIX THOUSAND FIVE HUNDRED AND EIGHTY SEVEN EURO AND SIXTY EIGHT CENTS (€12,386,587.68).


 


The deed of discharge of the aforementioned
registration is regularised today, following recording of the deed by Maître Xavier BOUCHE, acting notary, concomitantly
with this Deed.


 


The Vendor declares that to its knowledge
the mortgage situation has not changed since the date of issue of the aforementioned mortgage report.


 


		13.8.2	Accessory agreements on rights
                                         in rem which may encumber the Real Property Asset



 


If on publication of the Sale, the mortgage
report issued following said formality reveals the existence of registrations, transcriptions, prior publicity or statements encumbering
the Real Property Asset, attributable to the Vendor and previous owners, said Vendor shall, at its expense, require the discharge
and certificates of striking out of said registrations or rejection of transcriptions or publicity and statements within one month
of an notice of cancellation with mutual agreement sent to the address for service hereunder.


 


		14.	FINANCIAL RELATIONS BETWEEN THE
                                         PARTIES 



 


All the financial movements referred to this
Article shall be recorded by the accounts department of the undersigned acting notaries.


 


		14.1	Pro-rata accounts 



 


		14.1.1	Leasing Situation 



 


		A.	Guarantee Deposits 



 


The Purchaser declares that it received this
day from the Vendor through the accounts department of the undersigned acting notaries, the amount of the guarantee deposits received
from Lessees in a global amount of THREE HUNDRED AND SIXTY THOUSAND FIVE HUNDRED AND FORTY THREE EURO AND EIGHTY THREE CENTS (€360,543.83).


 


The Vendor authorises the acting notary to
deduct the amount of THREE HUNDRED AND SIXTY THOUSAND FIVE HUNDRED AND FORTY THREE EURO AND EIGHTY THREE CENTS (€360,543.83)
from the Price, and submit it to the Purchaser through the accounts department of the acting notaries.


 




    	46



    	 



    

 


		B.	Pro-rata rents



 


The Parties have this day calculated the pro-rata
rents due from Lessees owed to the Purchaser between this day and the final day of the current civil quarter, increased by the
amount of rent inclusive of all tax for the first quarter of 2015, already called by the Vendor; the total amount is THREE HUNDRED
AND SEVENTY ONE THOUSAND FIVE HUNDRED AND SIXTY THREE EURO AND THIRTY FIVE CENTS (€371,563.35), an amount which the Vendor
has this day submitted, through the accounts department of the undersigned acting notaries. to the Purchaser which acknowledged
same and issued a discharging receipt therefore.


 


The Vendor authorises the acting notary to
deduct the amount of THREE HUNDRED AND SEVENTY ONE THOUSAND FIVE HUNDRED AND SIXTY THREE EURO AND THIRTY FIVE CENTS (€371,563.35),
from the Price and to submit it to the Purchaser through the accounts department of the undersigned acting notaries.


 


		14.1.2	Tax



 


		A.	Property tax and charge for
                                         collection of household waste



 


Since the property tax has been fully invoiced
by the Vendor to the Lessees pursuant to the terms of the Leases, no pro-rata reimbursement of property tax shall be made this
day between the Parties.


 


		14.1.3	Discharging receipt 



 


Following the above payments, the Parties
issued mutual discharging receipt without any reservations for the amounts paid.


 


		14.2	Summary table of pro-rata amounts



 


	 	 	Charged to the Vendor	 	 	Charged to the Purchaser	 
	Guarantee deposits	 	€	360,543.83	 	 	 	 	 
	Pro-rata rents	 	€	371,563.35	 	 	 	 	 



 


		14.3	Origin of funds 



 


The Purchaser declares it paid the price from
its own funds and bank loans.


 


Pursuant to Articles L 561-1 to L 574-3 of
the French Monetary and Financial Code on combating money laundering of which the Purchaser declares it has full knowledge, the
Purchaser declares:


 




    	47



    	 



    

 


		-	that the funds committed by it and
                                         to be committed do not originate from drug trafficking, defrauding the financial interests
                                         of the European Communities, corruption or organised crime or which may have contributed
                                         to financing terrorism (Article L. 562-2 paragraph 1);



 


		-	that the transactions provided under
                                         the terms herein do not involve amounts which may have originated from drug trafficking,
                                         defrauding the financial interests of the European Communities, corruption or organised
                                         crime or which may have contributed to financing terrorism (Article L. 562-2 paragraph
                                         1 - 2).



 


		14.4	Foreign investments 



 


The undersigned Notary recalled to the Purchaser
having regard to the purchase transaction conducted, its obligations:


 


i) of information for statistical purposes
to the departments of the Banque de France, Direction Générale des Etudes and des Relations Internationales, Direction
de la Balance des Paiements, 31 rue Croix des Petits Champs, 75001 PARIS, pursuant to the provisions of Article R 152-3 of the
French Monetary and Financial Code.


 


ii) of declarations to the departments of
the Direction du Trésor, Ministère de l'Economie des Finances et de l'Emploi, 139, rue de Bercy, 75572 Paris Cedex
12, pursuant to the provisions of Article R 152-4 of the French Monetary and Financial Code.


 


The Purchaser acknowledges it has received
all information and explanations from the undersigned notary regarding its obligations of information and declaration. It also
declares it is in possession of a copy of Decree No. 2003-196 dated 7 March 2003 fixing certain procedures in Order No. 2003-196
of 7 March 2003 regulating financial relations with foreign countries, said document containing the information and the declaration
to be provided to the departments concerned.


 


Finally, the Purchaser declares it will itself
proceed to provide said information and declarations and dispenses the undersigned notary from carrying out such formalities.


 




    	48



    	 



    

 


		15.	MISCELLANEOUS PROVISIONS 



 


		15.1	Legal information



 


Pursuant to Article 32 of law No. 78-17 “Data
Protection Act” of 6 January 1978 as amended, the Notarial Office avails itself of computer processing systems for the accomplishment
of its notarial activities, notably formalities for deeds. To this end, the Office may record data concerning the parties and
forward said data to certain administrations, notably the Property Register for the purposes of publicising deeds of sale for
property, accounting and tax formalities. Either party may exercise its right to access and rectify data concerning them at ADSN:
service Correspondent à la Protection des Données, 95 avenue des Logissons 13107 VENELLES, cpd-adsn@notaires.fr,
0820.845.988. Exclusively for deeds concerning the change of ownership of property, certain data on the property and its price,
excluding any opposition by one party duly notified to the office, shall be transcribed into a property database for statistical
purposes.


 


		15.2	Declaration of sincerity 



 


The Parties declare, subject to the penalties
in Article 1837 of the French General Tax Code, that the Deed of Sale states the Price in full; they acknowledge they have been
informed by the undersigned notary of the penalties that may be incurred should said declarations prove inaccurate.


 


The undersigned notary confirms that to his
knowledge this deed has not been amended or contradicted by any counter-letter increasing the Price.


 


		15.3	Correspondence - Notifications



 


		15.3.1	Principle



 


Unless otherwise expressly provided, any notification
to be made under this Deed shall be sent by fax or email, both being confirmed by registered letter with return receipt or by
extra-judicial deed.


 


In the event of notification by registered
letter with return receipt, the first presentation of the registered letter shall be deemed as receipt and therefore notification
of the recipient.


 


Said notification shall be made for the attention
of the following persons at the address shown in the article “Address for Service” above:


 




    	49



    	 



    

 


	VENDOR 	 	PURCHASER
	Name: SCCV Canteloup

        c/o SARL EURIVIM

        1 rue des Moulins de la Rousselière

        44800 SAINT HERBLAIN

         

        For the attention of: Monsieur
        Laurent COLOMBEL

        Tel: 02 40 36 00 61

        Fax: 02 40 36 03 58

        E-mail: contact@eurivim.fr
	 	Name: ARC GLOBAL II 

        12 rue de la Chaussée d'Antin

        75009 Paris

         

        For the attention of: Monsieur
        Jamal DUTHEIL

        Tel: +44 (0)203 0111 593

        Fax: +44 (0)203 0111 573

        E-mail : Jamal.Dutheil@moorparkcapital.com



 


The above addresses and the names of persons
authorised to receive notifications may be amended by the Parties by notifying the other party, under conditions specified in
this article, of the new address or name of the new authorised persons. In any event, the address for service shall be located
in metropolitan France excluding any other address for service outside said territory.


 


		15.3.2	Deadlines 



 


For calculating deadlines, the provisions
of Articles 641 and 642 of the French Code of Civil Procedure shall apply.


 


		15.3.3	Applicable law and jurisdiction



 


This Sale is governed by French law and shall
be interpreted according to said law.


 


Any dispute arising from the Sale shall fall
within the exclusive jurisdiction of the PARIS Court of Appeal.


 




    	50



    	 



    

 


IN WITNESS WHEREOF prepared on fifty
two (52) pages.


 


The Deed of Sale was prepared by the undersigned
notary


 


The persons Party thereto or their representative
were in attendance and their signature was collected by the notary.


 


And after reading out the Deed by the notary,
the Parties to the Deed of Sale or their representative and the notary duly signed it.


 


Number:


Of words deleted:


Of lines deleted:


Of numbers deleted:


Of ruled blank spaces:


Of references:


 


	Vendor 

         
	 

         

         



 


	Purchaser
    	 

         

         



 


	Acting Notary 

         

         
	 

         

         



 


	Notary 

         

         
	 

         

         



 




    	51