PURCHASE
AND SALE AGREEMENT


 


by
and between


 


HEMISPHERX
BIOPHARMA, INC.,


a
Delaware corporation


 


as
Seller


 


and


 


CAPITAL
REALTY & INVESTMENT CO., LLC,


a
New Jersey limited liability company


 


as
Purchaser


 


For
the sale and purchase of the following Property:


Block
597.06, Lot 1.01


783
Jersey Lane, New Brunswick, New Jersey


 


Date:
January 8, 2018


 






    	 	 	 



     


    

 


PURCHASE
AND SALE AGREEMENT


 


THIS
PURCHASE AND SALE AGREEMENT (“Agreement”) is made this 8 day of January, 2018, by and between HEMISPHERX
BIOPHARMA, INC., a Delaware corporation (the “Seller”), and CAPITAL REALTY & INVESTMENT CO., LLC,
a New Jersey limited liability company (the “Purchaser”).


 


WITNESSETH:


 


In
consideration of the mutual covenants and agreements set forth herein the parties hereto do hereby agree as follows:


 


ARTICLE
I.  SALE AND LEASEBACK OF PROPERTY


 


Seller
agrees to sell, transfer and assign and Purchaser agrees to purchase, accept and assume, subject to the terms and conditions stated
herein, all of Seller’s right, title and interest in and to the following (herein collectively called the “Property”):


 


	1.1	Real
    Property. Those certain parcels of real estate located in New Jersey and described in Exhibit A attached
    hereto and incorporated herein by this reference, together with all buildings, improvements and fixtures located thereon and
    all rights, privileges and appurtenances pertaining thereto, including all of Seller’s right, title and interest in
    and to all rights-of-way, open or proposed streets, alleys, easements, strips or gores of land adjacent thereto (herein collectively
    called the “Real Property”); and
	 	 
	1.2	Personal
    Property. All furniture, personal property, machinery, apparatus, and equipment currently used in the operation, repair
    and maintenance of the Land and Improvements and situated thereon, listed on the inventory attached hereto as Exhibit
    B-1 (herein collectively called the “Personal Property”). The Personal Property to be conveyed
    is subject to depletions, replacements and additions in the ordinary course of Seller’s business; and 
	 	 
	1.3	Other
    Property Rights. If and to the extent assignable by Seller, (i) all service, supply, maintenance and utility agreements
    described in Exhibit B-2 attached hereto and incorporated herein by this reference (all of the foregoing being
    herein collectively called the “Contracts”), and (ii) to the extent that the same have been obtained by
    Seller prior to the Closing (as defined in Section 5.1), any licenses, permits, guaranties, warranties, and other written
    authorizations necessary for the use, operation or ownership of the Real Property or Personal Property (the rights and interests
    of Seller described in clauses (a) through (b) hereinabove being herein collectively called the “Other Property Rights”).
	 	 
	1.4	Leaseback
    of Property. At the Closing (as defined herein), Purchaser shall lease back the Property to Seller, and Seller shall lease
    the Property from Purchaser, pursuant to the terms and conditions of the Seller Lease (as defined herein).


 




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ARTICLE
II.  PURCHASE PRICE


 


	2.1	The
    total purchase price to be paid by Purchaser for the purchase of the Property is FOUR MILLION AND 00/100 DOLLARS ($4,000,000)
    (the “Purchase Price”). The Purchase Price, subject to the adjustments set forth in ARTICLE IV or as otherwise
    provided under this Agreement, plus any other amounts required to be paid by Purchaser at Closing, shall be paid to Seller
    by Purchaser on the Closing Date in immediately available funds by wire transfer as more particularly set forth in Section
    5.2.
	 	 
	2.2	Issuance
    of Warrants. On the Closing Date, Seller shall issue Purchaser Common Stock Purchase Warrants for the purchase of shares
    of Seller’s common stock (the “Warrants”), in accordance with the following terms and conditions:


 


	 	(a)	The
    Warrants shall be exercisable for an aggregate of 3,225,806 shares of the Seller’s common stock (representing $1,000,000
    worth of common stock based upon $0.31 (the “Warrant Price”), the per share closing price of Seller’s
    common stock on the NYSE American on November 22, 2017, the date that the letter of intent setting forth the terms of this
    Agreement was executed);
	 	 	 
	 	(b)	The
    per share exercise price for such Warrants shall be $0.3875, one hundred twenty-five percent (125%) of the Warrant Price (the
    “Warrant Exercise Price”);
	 	 	 
	 	(c)	The
    Warrants shall be exercisable at the Warrant Exercise Price for a period of five (5) years from the date of issuance of the
    Warrants (the “Warrant Exercise Period”); and
	 	 	 
	 	(d)	The
    Warrants shall not be exercisable at any given time during the Warrant Exercise Period, to the extent that, following such
    exercise, the Purchaser along with its affiliates would beneficially own in excess of four and ninety-nine one-hundredths
    percent (4.99%) of the issued and outstanding shares of Seller’s common stock.


 


	2.3	The
    date both parties have received a fully executed Agreement shall be the “Effective Date”.


 


ARTICLE
III. TITLE MATTERS


 


	3.1	Title
    to the Property. At Closing, Seller shall convey to Purchaser by bargain and sale deed, with covenants against grantor’s
    acts (the “Deed”), fee simple title to the Property, insurable at regular rates by a title insurance company
    licensed to do business in the State of New Jersey, subject to the following liens, easements, restrictions, conditions or
    other encumbrances (hereinafter referred to as the “Permitted Encumbrances”):


 


	 	(a)	Such
    liens, easements, restrictions, conditions or other encumbrances as are listed in Exhibit C attached hereto
    and incorporated herein by this reference;
	 	 	 
	 	(b)	General
    real estate taxes for the year of Closing which are not yet due and payable;





 






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	 	(c)	Liens
    for municipal betterments which are assessed after the Effective Date and due after Closing;
	 	 	 
	 	(d)	Zoning
    regulations and municipal building restrictions, and all other laws, ordinances, regulations and restrictions of any duly
    constituted public authority enacted prior to the Closing Date provided the current use of the Property complies with same;
	 	 	 
	 	(e)	Such
    state of facts as an accurate survey or a physical inspection of the Property may disclose provided such facts do not render
    title unmarketable;
	 	 	 
	 	(f)	Other
    covenants, easements and restrictions which do not materially and adversely affect the use of the Property as permitted by
    zoning and related ordinances and laws on the date hereof, as well as grants to utility and/or power companies, the rights
    of the public in sidewalks and abutting public rights-of-way, and easements given to the public for water course maintenance,
    slope rights or sight rights;
	 	 	 
	 	(g)	Standard
    exceptions set forth in the form of title insurance policy of the title insurance company selected by Purchaser; and
	 	 	 
	 	(h)	Any
    other matter which would constitute a Title Objection (as defined in Section 3.2) that Purchaser waives, or is deemed to have
    waived, pursuant to the following subsections.


 


	3.2	Title
    Objections. Purchaser covenants and agrees to promptly obtain a commitment for title insurance (the “Commitment”)
    from a reputable title insurance company authorized to do business in the State of New Jersey, and shall deliver a copy of
    the Commitment to Seller within fifteen (15) days of the Purchaser’s receipt thereof. In the event the title company
    selected by Purchaser to insure its interest in the Property shall report to Purchaser any objection to title other than the
    Permitted Encumbrances which is unacceptable to Purchaser (a “Title Objection”), Purchaser shall notify
    Seller of any such Title Objection prior to the expiration of the Due Diligence Period. Furthermore, if any update to the
    Commitment discloses any new encumbrances which do not constitute Permitted Encumbrances, any objection thereto by Purchaser
    must be delivered to Seller within five (5) business days after the Purchaser’s receipt of the updated Commitment or
    the expiration of the Due Diligence Period, whichever is later. 
	 	 
	3.3	Curing
    Title Objections. If Purchaser notifies Seller, as herein provided, of a Title Objection, Seller shall elect, upon delivery
    of written notice to Purchaser within ten (10) days after receipt of notification from Purchaser of a Title Objection, whether
    to cure such Title Objection. Seller shall have the right, at its sole election, to adjourn the Closing Date one or more times,
    for a period or periods not in excess of sixty (60) days in the aggregate, to enable Seller to convey title to the Property
    without such Title Objection. If Seller does not so elect to cure such Title Objection, or if having elected to cure such
    Title Objection Seller is unable to convey title subject to and in accordance with the provisions of this Agreement, Purchaser
    may either (i) terminate this Agreement by written notice to the Seller on or after the latter of the Closing Date or any
    adjournment by Seller, in which event this Agreement shall become void and of no further effect, and thereupon neither party
    shall have any further obligations of any nature to the other hereunder or by reason hereof, or (ii) upon notice to Seller,
    accept such title as Seller can convey without reduction of the Purchase Price or any credit or allowance on account thereof.





 






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	3.4	Satisfaction
    of Liens at Closing. If at the Closing Date there may be any liens or mortgages which Seller has agreed to discharge,
    Seller shall use all or any portion of the Purchase Price payable at the Closing to satisfy the same.


 


ARTICLE
IV. ADJUSTMENTS AND PRORATIONS


 


The
following adjustments and prorations shall be made at Closing:


 


	4.1	Taxes.
    In connection with the Closing, the parties shall not adjust or prorate property taxes, water and/or sewer charges, since
    all such expenses and charges will continue to be the obligations of Seller (or its designated affiliate) after the Closing
    pursuant to the Seller Lease.
	 	 
	4.2	Other
    Property Operating Expenses. In connection with the Closing, the parties shall not adjust or prorate all utility charges
    and other operating expenses attributable to the Property since all such expenses and charges will continue to be the obligations
    of Seller (or its designated affiliate) after the Closing pursuant to the Seller Lease.
	 	 
	4.3	[INTENTIONALLY
    OMITTED]
	 	 
	4.4	Closing
    Costs. Seller shall pay the New Jersey realty transfer fee or permit a credit therefor against the Purchase Price, as
    well as fifty percent (50%) of any applicable “mansion” tax, or other transfer tax specifically imposed on grantees
    under N.J.S.A. 46:15-7.2, et. seq., if any, applicable to the Property (with the remaining fifty percent (50%) being the responsibility
    of Purchaser), and any recording fees associated with any discharge documents relating to mortgages and/or liens that Seller
    is a satisfying pursuant to the terms hereof. Except as expressly provided to the contrary in this Agreement, Purchaser shall
    pay all costs and expenses associated with the costs and expenses incurred by Purchaser in connection with the transaction
    contemplated by this Agreement (the “Transaction”), including, without limitation, all costs and expenses
    for its survey and title policy. Notwithstanding the foregoing, Seller shall reimburse Purchaser for fifty percent (50%) of
    (i) Purchaser’s portion of title insurance service fees and premiums, and (ii) Purchaser’s legal expenses directly
    incurred in connection with the Transaction. The obligations of the parties under this Section 4.4 shall survive the Closing
    (and not be merged therein) or any earlier termination of this Agreement.
	 	 
	4.5	[INTENTIONALLY
    OMITTED]
	 	 
	4.6	[INTENTIONALLY
    OMITTED]


 




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ARTICLE
V.  CLOSING


 


Purchaser
and Seller hereby agree that the Transaction shall be consummated as follows:


 


	5.1	Closing
    Date. Subject to Purchaser’s right to extend the Closing as provided in this Agreement, the Transaction shall close
    (the “Closing”) within thirty (30) days from the expiration of the Due Diligence Period (the “Closing
    Date”), or such earlier date as the parties may mutually agree. Purchaser and Seller shall conduct a “pre-closing”
    at 10:00 a.m. Eastern Time on the last business day prior to the Closing Date at the offices of Seller’s attorney in
    Newark, New Jersey, or in escrow “by mail,” with title transfer and payment of the Purchase Price to be completed
    on the Closing Date as set forth in Section 5.2. Time is of the essence with respect to the Closing Date.
	 	 
	5.2	Title
    Transfer and Payment of Purchase Price. Provided all conditions precedent to Seller’s obligations hereunder have
    been satisfied, Seller agrees to convey title to the Real Property to Purchaser upon confirmation of receipt of the Purchase
    Price as set forth below. Provided all conditions precedent to Purchaser’s obligations hereunder have been satisfied,
    Purchaser agrees to pay the amount specified in Section 2.1 by timely delivering, or causing to be delivered, the same to
    Seller no later than 1:00 p.m. Eastern Time on the Closing Date. 
	 	 
	5.3	Seller’s
    Closing Deliveries. At the Closing, Seller shall deliver or cause to be delivered the following:


 


	 	(a)	Deed.
    The Deed in the form of Exhibit D attached hereto and incorporated herein by this reference duly executed by
    Seller.
	 	 	 
	 	(b)	Bill
    of Sale. A bill of sale in the form of Exhibit E attached hereto and incorporated herein by this reference
    (the “Bill of Sale”) duly executed by Seller.
	 	 	 
	 	(c)	Seller
    Lease. A lease in the form of Exhibit F attached hereto and incorporated herein by this reference (the “Seller
    Lease”) duly executed by Seller;
	 	 	 
	 	(d)	Assignment
    of Contracts. An assignment and assumption of the Contracts and the Other Property Rights (to the extent the same are
    not transferred by the Deed or Bill of Sale) in the form of Exhibit G attached hereto and incorporated herein
    by this reference (the “Assignment of Contracts”) duly executed by Seller.
	 	 	 
	 	(e)	Non-Foreign
    Status Affidavit. A non-foreign status affidavit in the form of Exhibit H attached hereto and incorporated
    herein by this reference, as required by Section 1445 of the Internal Revenue Code duly executed by Seller.
	 	 	 
	 	(f)	Evidence
    of Authority. Documentation to establish to Purchaser’s reasonable satisfaction the due authorization of Seller’s
    sale of the Property and Seller’s delivery of the documents required to be delivered by Seller pursuant to this Agreement.





 






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	 	(g)	Other
    Documents. A “Seller’s Affidavit of Title”, in standard form, and such other documents as may
    be reasonably required by the Purchaser’s title company or as may be agreed upon by Seller and Purchaser to consummate
    the Transaction duly executed by Seller.
	 	 	 
	 	(h)	Property
    Documents. (i) To the extent in the possession of Seller or the current manager of the Property and not required to be
    retained by Seller in accordance with their operations at the Property under the Seller Lease, (A) the original (or, if unavailable,
    a copy) of the existing certificate or certificates of occupancy for the Property, and (B) all original (or, if unavailable,
    copies of) certificates, licenses, permits, authorizations and approvals issued for or with respect to the Property by governmental
    and quasi-governmental authorities having jurisdiction; and (ii) all non-proprietary, non-confidential books and records located
    at the Property or at the office of Seller’s building manager relating to the Property and the ownership and operation
    thereof (the items described in clauses (i) and (ii) being herein collectively called the “Property Documents”).
	 	 	 
	 	(i)	Keys
    and Original Documents. Keys to all locks on the Real Property in Seller’s or Seller’s building manager’s
    possession and originals or, if originals are not available, copies, of the Contracts and the Leases.
	 	 	 
	 	(j)	ISRA.
    Evidence that Seller has submitted a Remediation Certification and, if required, a Remediation Funding Source, to the NJDEP
    or has achieved Compliance with ISRA as set forth in Section 9.4A hereof.
	 	 	 
	 	(k)	Cancellation
    of Contracts. Copies of any notices to services providers canceling any contracts which are not to be assumed pursuant
    to the terms of this Agreement.
	 	 	 
	 	(l)	Closing
    Statement. A counterpart of the closing statement.
	 	 	 
	 	(m)	Certification
    of Seller’s Representations. A certificate hereto updating the representations of Seller.
	 	 	 
	 	(n)	Warrant
    Documentation. Documentation reasonably evidencing the issuance of the Warrants to become effective on the Closing Date.


 


	 	The
    items to be delivered by Seller in accordance with the terms of Subsections (a) through (g) and (k) through (m) of this Section
    5.3 shall be delivered to the Escrow Holder no later than 5:00 p.m. Eastern Time on the last business day prior to the Closing
    Date and the items to be delivered by Seller in accordance with the terms of Subsections (h) through (i) of this Section 5.3
    shall be delivered outside of escrow and shall be deemed delivered if the same are located at the Property on the Closing
    Date.
	 	 
	5.4	Purchaser’s
    Closing Deliveries. At the Closing, Purchaser shall deliver or cause to be delivered to the following:


 




    	 	-6-	 



     


    

 


	 	(a)	Purchase
    Price. The Purchase Price, as adjusted for apportionments and other adjustments required under this Agreement, plus any
    other amounts required to be paid by Purchaser at Closing.
	 	 	 
	 	(b)	Bill
    of Sale. The Bill of Sale acknowledged by Purchaser.
	 	 	 
	 	(c)	Assignment
    of Contracts. The Assignment of Contracts executed and acknowledged by Purchaser.
	 	 	 
	 	(d)	Seller
    Lease. The Seller Lease duly executed by Purchaser.
	 	 	 
	 	(e)	Evidence
    of Authority. Documentation to establish to Seller’s reasonable satisfaction the due authorization of Purchaser’s
    acquisition of the Property and Purchaser’s delivery of the documents required to be delivered by Purchaser pursuant
    to this Agreement (including, but not limited to, the organizational documents of Purchaser, as they may have been amended
    from time to time, resolutions of Purchaser and incumbency certificates of Purchaser).
	 	 	 
	 	(f)	Other
    Documents. Such other documents as may be reasonably required by the Title Company or may be agreed upon by Seller and
    Purchaser to consummate the Transaction.
	 	 	 
	 	(g)	Closing
    Statement. A counterpart of the closing statement.
	 	 	 
	 	(h)	Certification
    of Purchaser’s Representations. A certificate hereto updating the representations of Purchaser.


 


The
Purchase Price shall be paid in accordance with the terms of Section 5.2 hereof and the items to be delivered by Purchaser in
accordance with the terms of Subsections (b) through (e) and (g) of this Section 5.4 shall be delivered to the Escrow Holder no
later than 5:00 p.m. Eastern Time on the last business day prior to the Closing Date.


 


ARTICLE
VI. CONDITIONS TO CLOSING


 


	6.1	Seller’s
    Obligations. Seller’s obligation to close the Transaction is conditioned on all of the following, any or all of
    which may be waived by Seller by an express written waiver, at its sole option:


 


	 	(a)	Representations
    True. All representations and warranties made by Purchaser in this Agreement shall be true and correct in all material
    respects on and as of the Closing Date, as if made on and as of such date except to the extent they expressly relate to an
    earlier date;





 






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	 	(b)	Purchaser’s
    Financial Condition. No petition has been filed by or against Purchaser under the Federal Bankruptcy Code or any similar
    state or federal Law, whether now or hereafter existing; and
	 	 	 
	 	(c)	Purchaser’s
    Deliveries Complete. Purchaser shall have delivered the funds required hereunder and all of the documents to be executed
    by Purchaser set forth in Section 5.4 and shall have performed all other covenants, undertakings and obligations, and complied
    with all conditions required by this Agreement, to be performed or complied with by Purchaser at or prior to the Closing.


 


	6.2	Purchaser’s
    Obligations. Purchaser’s obligation to close the Transaction is conditioned on all of the following, any or all
    of which may be expressly waived by Purchaser in writing, at its sole option:


 


	 	(a)	Representations
    True. Subject to the provisions of Section 15.3, all representations and warranties made by Seller in this Agreement,
    as the same may be amended as provided in Section 15.3, shall be true and correct in all material respects on and as of the
    Closing Date, as if made on and as of such date except to the extent that they expressly relate to an earlier date;
	 	 	 
	 	(b)	Title
    Conditions Satisfied. At the time of the Closing, title to the Property shall be as provided in Section 3.1 of this Agreement;
    and
	 	 	 
	 	(c)	Seller’s
    Deliveries Complete. Seller shall have delivered all of the documents and other items required pursuant to Section 5.3
    and shall have performed all other covenants, undertakings and obligations, and complied with all conditions required by this
    Agreement, to be performed or complied with by Seller at or prior to the Closing.


 


	6.3	Waiver
    of Failure of Conditions Precedent. At any time or times on or before the date specified for the satisfaction of any condition,
    Seller or Purchaser may elect in writing to waive the benefit of any such condition set forth in Section 6.1 or Section 6.2,
    respectively. By Closing the Transaction, Seller and Purchaser shall be conclusively deemed to have waived the benefit of
    any remaining unfulfilled conditions set forth in Sections 6.1 or 6.2 respectively.


 


ARTICLE
VII.  RISK OF LOSS


 


	7.1	The
    risk of loss or damage to the Property by fire or otherwise until the delivery of the Deed is assumed by Seller. In case the
    Property shall suffer injury by fire or other casualty, this Agreement shall nevertheless remain in full force and effect,
    without any abatement whatsoever allowed to Purchaser with respect to the Purchase Price. If the cost of repairing or restoring
    such damage exceeds fifteen percent (15%) of the Purchase Price, either party shall have the right to terminate this Agreement
    by delivering written notice of such election to the other party within fifteen (15) days of the date such party receives
    notice of any of such injury or fire. In case the Property shall suffer injury by fire or other casualty and the cost of repairing
    or restoring such damage is equal to or less than fifteen percent (15%) of the Purchase Price, this Agreement shall nevertheless
    remain in full force and effect, without any abatement whatsoever allowed to Purchaser with respect to the Purchase Price.
    In the event of such injury costing equal to or less than fifteen percent (15%) of the Purchase Price to repair or restore
    or in the event that neither party elects to terminate this Agreement as provided above if the cost of repair or restoration
    exceeds fifteen percent (15%) of the Purchase Price, Seller shall have the option to either (i) restore or repair such damage
    by the Closing Date hereunder (such Closing Date to be extended if necessary to accommodate such restoration or repair, which
    extension shall not exceed ninety (90) days), in which event Seller shall be entitled to receive the proceeds payable under
    the insurance policies, or (ii) refrain from repairing any such damage, in which event Purchaser shall accept title in such
    damaged condition, and Seller shall assign and transfer to Purchaser, without recourse or warranty, all of the right, title
    and interest of Seller in and to the insurance proceeds covering such damage or casualty which Seller may be entitled to receive
    thereunder, and the Purchase Price will be reduced by the amount of Seller’s insurance deductibles. 


 




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ARTICLE
VIII.  CONDEMNATION


 


	8.1	If
    between the Effective Date and the Closing Date, all or any portion of the Property whose value exceeds fifteen percent (15%)
    of the Purchase Price is taken by any governmental authority (or notice thereof is given of the intention to take the Property
    or any portion thereof), either party shall have the right to terminate this Agreement by delivering written notice of such
    election to the other party within fifteen (15) days of the date such party receives notice of any of such taking. In the
    event of a termination of this Agreement in accordance with this Section 8.1, this Agreement shall terminate and be null and
    void. If this Agreement is not terminated as aforesaid, at the Closing, Seller shall assign to Purchaser, without recourse,
    all of its right, title and interest in and to the entire award to which it may otherwise be entitled in the condemnation
    proceedings and shall pay to Purchaser at the Closing any portion of the award theretofore received by Seller.


 


ARTICLE
IX. CONDITION OF THE PROPERTY/ENVIRONMENTAL MATTERS


 


	9.1	AS
    IS, WHERE IS, WITH ALL FAULTS. Purchaser acknowledges and agrees that, except as expressly set forth herein, Seller has
    made no representations or warranties, either express or implied, regarding the Property, including, without limitation, its
    condition (including its environmental condition), its past use, or its suitability for Purchaser’s intended use thereof,
    and that Purchaser is acquiring the Property on an “AS IS, WHERE IS” basis. Purchaser acknowledges that it has
    conducted, or by the end of the Due Diligence Period (as defined in Section 10.1) will have conducted such independent inspections,
    investigations and analyses of the Property as it deems necessary or appropriate in acquiring the Property from Seller (including,
    without limitation, any and all matters concerning the condition (including the environmental condition), use, development
    or suitability for development of the Property). Neither Seller nor Seller’s agents has made any express statement,
    representation or warranty accepting past, present, or future liability arising out of or related to the environmental condition
    or value of the Property, nor shall Seller have any liability whatsoever to Purchaser with respect to environmental matters
    of any kind or nature whatsoever respecting the Property, including without limitation the presence of any Hazardous Materials
    at the Property or any Environmental Conditions on, at, under, emanating from or migrating to the Property, or any violation
    of or non-compliance with Environmental Laws (as such terms are defined below). Nothing contained in this section, or elsewhere
    in this Agreement, shall be deemed to modify or limit Seller’s obligations under the Seller Lease. 





 






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	9.2	Certificate
    of Occupancy. In the event a certificate of occupancy, or other inspection certificate, or other governmental approvals
    are required by any federal, state, county, or local governmental authority or agency before the Property may be transferred
    by Seller to Purchaser, Seller, at Seller’s sole expense, shall have the obligation to secure such certificates or approvals,
    and Seller shall be responsible for all costs incidental thereto. Seller agrees to indemnify and hold the Purchaser harmless
    with respect to any such costs or expenses, which indemnification shall include any legal fees, court costs and any liabilities
    of any nature whatsoever arising in connection with the indemnity. Notwithstanding anything contained herein to the contrary,
    if the cost of obtaining any required governmental approvals hereunder exceeds $50,000.00, then Seller shall have the right
    to terminate this Agreement, at which time neither party shall have any further obligation hereunder.
	 	 
	9.3	Definitions.
    For the purposes of this Agreement, the following terms shall have the meanings set forth below:


 


(i)       “Compliance
with ISRA” shall mean receipt by the Seller of a Response Action Outcome (“RAO”) issued by a Licensed
Site Remediation Professional (“LSRP”) (as such terms are defined below), or any other written determination
by the NJDEP or an LSRP that the requirements of ISRA have been satisfied with respect to the Property.


 


(ii)       “Environment”
shall mean surface soils, subsurface soils, sediment, surface water, groundwater, wetlands, soil gas, ambient air or land, and
all flora and fauna existing therein or thereon.


 


(iii)       “Environmental
Conditions” means any contamination or pollution or threatened contamination or pollution of, or the Release or threatened
Release of Hazardous Materials into, the Environment, whether known or unknown and regardless of when such conditions first existed
or arose.


 


(iv)       “Environmental
Laws” means all federal, regional, state, county or local laws, statutes, ordinances, decisional law, rules, regulations,
codes, orders, decrees, directives and judgments relating to public health or safety, pollution, damage to or protection of the
Environment, Environmental Conditions, Releases or threatened Releases of Hazardous Materials into the Environment or the use,
manufacture, processing, distribution, treatment, storage, generation, disposal, transport or handling of Hazardous Materials,
as the same are in effect on the Closing Date, together with any amendments to the same and any new enactments adopted, promulgated
or enacted after the Closing Date, including, but not limited to, the Federal Water Pollution Control Act, 33 U.S.C. §§
1231-1387; the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901-6991; the Clean Air Act, 42 U.S.C. §§7401-7642;
the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. §§ 9601-9675; the Toxic Substances
Control Act, 15 U.S.C. §§ 2601-2629; the Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et seq. (“ISRA”);
the Site Remediation Reform Act, N.J.S.A. 58:10C-1 et seq, (the “SRRA”); the New Jersey Spill Compensation
and Control Act, N.J.S.A. 58:10-23.11 et seq.; the New Jersey Water Pollution Control Act, N.J.S.A. 58:10A-1 et seq.;
the New Jersey Air Pollution Control Act, N.J.S.A. 26:2C-1 et seq.; and the New Jersey Environmental Rights Act, N.J.S.A.
2A:35A-1 et seq.; and any and all rules and regulations promulgated thereunder.


 




    	 	-10-	 



     


    

 


(v)       “Hazardous
Materials” shall mean any substances, materials or wastes, whether liquid, gaseous or solid, and any pollutant or contaminant,
that is infectious, toxic, hazardous, explosive, corrosive, flammable or radioactive, or that is regulated under, defined, listed
or included in any Environmental Laws, including without limitation, petroleum, polychlorinated biphenyls, asbestos and asbestos
containing materials and urea formaldehyde.


 


(vi)       “Licensed
Site Remediation Professional” or “LSRP” shall have the same meaning given to such terms under the
SRRA.


 


(vii)       “NJDEP”
shall mean the New Jersey Department of Environmental Protection, its divisions, bureaus and subdivisions.


 


(viii)       “Release”
shall mean any intentional or unintentional release, discharge, burial, spill, leaking, pumping, pouring, emitting, emptying,
injection, disposal or dumping into the Environment.


 


(ix)       “Remedial
Action Permit” shall have the same meaning given to such term at N.J.A.C. 7:26C-7 et seq.


 


(x)       “Remedial
Actions” means any and all: (1) investigations of Environmental Conditions, including site assessments, site investigations,
remedial investigations, soil, groundwater, surface water, sediment sampling or monitoring; or (2) actions taken to remove, abate
or remediate Environmental Conditions, including the use, implementation, application, installation, operation or maintenance
of removal actions, in-situ or ex-situ remediation technologies applied to the surface or subsurface soils, encapsulation or stabilization
of soils, excavation and off-site treatment or disposal of soils, systems for the recovery and/or treatment of groundwater or
free product, Engineering Controls, Institutional Controls, Classification Exception Areas and Well Restriction Areas (as such
terms are defined under Environmental Laws, including N.J.S.A. 58:10B-1 et seq.).


 


(xi)       “Remediation
Standards” means either numeric or narrative standards to which Hazardous Materials in the Environment must be remediated
as established pursuant to Environmental Laws by the NJDEP.


 




    	 	-11-	 



     


    

 


(xii)       “Response
Action Outcome” or “RAO” shall have the same meaning given to such terms under the SRRA.


 


	9.4	Industrial
    Site Recovery Act.
	 	 
	A.	Compliance
    With ISRA. Seller shall, prior to the Closing Date and at its cost and expense: (i) achieve Compliance with ISRA; or (ii)
    execute and submit to the NJDEP a Remediation Certification and, if required, a Remediation Funding Source (as such terms
    are defined under ISRA) in form and amount acceptable to the NJDEP or Seller’s LSRP permitting the consummation of the
    transaction contemplated by this Agreement and, from and after the Closing Date, take all actions required under applicable
    Environmental Laws in order to achieve Compliance with ISRA with respect to the Property in accordance with the terms and
    conditions of this Section 9.4.
	 	 
	B.	Performance
    of Remedial Actions. In the event Seller or any LSRP retained by Seller (“Seller’s LSRP”) performs
    any Remedial Actions at the Property following the Closing Date in order to satisfy any of the obligations set forth in Section
    9.4A above, Seller agrees to:



 


(i) perform, and cause all consultants and contractors, including Seller’s LSRP, to perform, such Remedial Actions in a workman-like manner and consistent with applicable Environmental Laws;


     


(ii) provide Purchaser with at least two (2) days prior notice (or such shorter notice as shall be necessary in order to comply with any order or directive of the NJDEP or requirement of Seller’s LSRP) of the initiation of any Remedial Actions at the Property; 


     


(iii) provide Purchaser with an opportunity to review and copy all documents submitted by Seller or Seller’s LSRP to, or received by Seller or Seller’s LSRP from, the NJDEP in connection with the performance of Remedial Actions at the Property and to have a representative present at the Property during the performance of any Remedial Action; and


     


(iv) upon the completion of the Remedial Action and consistent with the Remedial Action and the requirements of Environmental Laws, restore the Property to substantially the same condition it was in prior to the performance of the Remedial Action.






 






    	 	-12-	 



     


    

 





	C.	Purchaser’s
    Obligations With Respect to Remedial Actions. As to the Remedial Actions that Seller or Seller’s LSRP performs at
    the Property pursuant to Section 9.4A above, Purchaser and Seller agree as follows: (i) Seller and Seller’s LSRP
    shall have the right to exercise the authority to select and propose the Remedial Actions necessary to achieve Compliance
    with ISRA with respect to the Property, and to implement the same at the Property, consistent with the provisions of this
    Section 9.4(C); (ii) Seller and Seller’s LSRP shall have the right to use and employ Remediation Standards applicable
    to non-residential properties and any remediation methodology, including Engineering Controls, Institutional Controls and
    Classification Exception Areas and Well Restriction Areas, provided that the use of such Remediation Standards or remediation
    methodology does not unreasonably interfere with Seller’s day-to-day operations at the Property, subject to Purchaser’s
    prior consent, such consent not to be unreasonably withheld, conditioned or delayed; (iii) Seller shall exercise the
    authority to conduct any negotiations with the NJDEP and/or Seller’s LSRP concerning the method, scope and pace of the
    Remedial Action consistent with the provisions of this Section 9.4(C); (iv) as requested by Seller, Purchaser shall
    execute documents reasonably required to enable the implementation of the Remedial Actions selected by Seller or Seller’s
    LSRP, or to otherwise allow Seller to achieve Compliance with ISRA, including permit applications or Deed Notices, provided
    that Seller shall be solely responsible for all costs and expenses incurred to apply for and obtain such permits and to prepare
    and record such Deed Notices; (v) Purchaser, and Seller pursuant to the Seller Lease, shall use the Property in a manner
    that complies with any Engineering Control or Institutional Control installed or required in connection with the Remedial
    Action selected by Seller or Seller’s LSRP (including reasonable assistance to Seller in the preparation of the biennial
    certification required under N.J.S.A. 58:10B-13.1(a)(2)); and (vi) Purchaser shall be listed as a co-permittee
    under any Remedial Action Permit(s) issued to Seller by the NJDEP in connection with the Remedial Actions implemented by Seller
    or Seller’s LSRP at the Property, with Seller, in accordance with the Seller Lease, being listed as, and being responsible
    for satisfying the compliance obligations of, the “person with primary responsibility for permit compliance” under
    such Remedial Action Permit(s).
	 	 
	9.5	Survival.
    The provisions of this Article IX shall survive the Closing of title and delivery of the Deed.


 


ARTICLE
X.  DUE DILIGENCE BY PURCHASER


 


	10.1	Due
    Diligence Period. Purchaser shall have thirty (30) calendar days from the Effective Date (the “Due Diligence
    Period”) to conduct, at its own cost and expense, a due diligence inspection of the Property, including engineering
    tests, a review of the financial, legal and physical condition of the Property and the like, and a review of all applicable
    laws, regulations and ordinances, which may include a non-invasive environmental assessment of the Property (“Inspections”).
    Purchaser shall not conduct or allow any physically intrusive testing of, on or under the Property, or use, consult or engage
    a LSRP in connection with the performance of any Inspections (or the review of the results thereof) to be performed by Purchaser
    under this Section 10.1. Purchaser, or Purchaser’s agent, shall maintain at all times during the Due Diligence Period,
    general liability insurance in an amount not less than $2,000,000 with Seller being named as an “Additional Insured”
    with respect to the Property, and, upon request of Seller, will provide Seller with written evidence of same. Purchaser shall
    be responsible for any damage caused as a result of its Inspections. This obligation shall survive termination of this Agreement
    and the Closing.
	 	 
	10.2	Confidentiality;
    Inspections. Purchaser agrees (which agreement shall survive Closing or earlier termination of this Agreement) that, in
    making any Inspections, or conducting any testing of, on or under the Property, Purchaser or Purchaser’s agent will
    hold such information confidential in accordance with Section 16.1. Purchaser shall give Seller reasonable prior written notice
    of its intention to conduct any Inspections and such Inspections shall not occur without a representative of Seller present.
    Purchaser agrees to provide Seller with a copy of any Inspection report only upon Seller’s written request. Any Inspections
    shall be at Purchaser’s sole cost and expense.





 






    	 	-13-	 



     


    

 





	10.3	Termination
    Notice. If Purchaser is dissatisfied with the results of such Inspections, in Purchaser’s sole discretion, for any
    reason or no reason, then in such event Purchaser may elect to terminate this Agreement by giving notice of such election
    (the “Termination Notice”) on or before the expiration of the Due Diligence Period, which date shall be
    deemed time of the essence. The results of all Inspections including, but not limited to environmental Inspections, shall
    be deemed confidential in nature, and shall not be disclosed to any third parties by Purchaser, except strictly in accordance
    with Section 16.1. In the event of such termination, this Agreement shall be without any further force, effect or obligation
    of either party to the other, except for those provisions which expressly survive the termination of this Agreement. If Purchaser
    has not delivered a Termination Notice within the required time period in accordance with this Section, then Purchaser shall
    have no further right to terminate this Agreement pursuant to this Article, and this Agreement shall continue in full force
    and effect.


 


ARTICLE
XI. BROKER


 


	11.1	Broker.
    The parties hereto represent that neither party has engaged a broker in connection with this subject sale other than Ripco
    Real Estate Corp. (collectively, “Brokers”).
	 	 
	11.2	Purchaser
    Indemnification. Purchaser warrants and represents to the Seller that there are no other brokerage commissions due to
    any broker by reason of Purchaser’s acts with respect to the sale of the Property (other than Brokers) and Purchaser
    agrees to indemnify and hold the Seller harmless with respect to any judgment, damages, legal fees, court costs and any liabilities
    of any nature whatsoever arising from breach of its representations. This paragraph shall survive the closing of title and
    delivery of the Deed.
	 	 
	11.3	Seller
    Indemnification. Seller warrants and represents to the Purchaser that there are no other brokerage commissions due to
    any broker by reason of Seller’s acts with respect to the sale of the Property (other than Brokers) and Seller agrees
    to indemnify and hold the Purchaser harmless with respect to any judgment, damages, legal fees, court costs and any liabilities
    of any nature whatsoever arising from breach of its representations. Seller shall be responsible for any commission due and
    payable to Brokers, pursuant to a separate written agreement. This paragraph shall survive the Closing of title and delivery
    of the Deed.


 




    	 	-14-	 



     


    

 


ARTICLE
XII. [INTENTIONALLY OMITTED]


 


ARTICLE
XIII. RECORDING


 


	13.1	Neither
    this Agreement, nor a memorandum thereof, shall be recorded in any place of public record by the Purchaser, and any such recording
    shall be deemed a default by Purchaser hereunder.


 


ARTICLE
XIV. DEFAULT


 


	14.1	Purchaser’s
    Default. In the event Purchaser should default in its obligations under this Agreement, Seller may, as its sole remedy,
    thereafter elect to terminate this Agreement, and upon notice from Seller of its election, this Agreement shall be terminated.
    
	 	 
	14.2	Seller’s
    Default. In the event Seller should default in its obligations under this Agreement (unless for any reason wholly outside
    Seller’s control), Purchaser’s exclusive remedies shall be to either (i) seek specific performance of Seller’s
    obligations hereunder, or (ii) terminate this Agreement. If, for any reason other than Seller’s willful default, Seller
    shall be unable to deliver title to the Property in accordance with the provisions hereof, Purchaser’s sole remedy shall
    be to terminate this Agreement.


 


ARTICLE
XV. REPRESENTATIONS AND WARRANTIES


 


	15.1	Purchaser’s
    Representations. Purchaser represents and warrants to, and covenants with, Seller as follows:


 


	 	(a)	Purchaser’s
    Authorization. Purchaser (i) is duly organized (or formed), validly existing and in good standing under the laws of its
    State of organization/formation and, if applicable, in the State in which the Property is located, (ii) is authorized to consummate
    the Transaction and fulfill all of its respective obligations hereunder and under all documents contemplated hereunder to
    be executed by Purchaser, and (c) has all necessary power to execute and deliver this Agreement and all documents contemplated
    hereunder to be executed by Purchaser, and to perform all of its respective obligations hereunder and thereunder. This Agreement
    and all documents contemplated hereunder to be executed by Purchaser, have been duly authorized by all requisite partnership,
    membership or corporate action on the part of Purchaser and are the valid and legally binding obligation of Purchaser, as
    the case may be, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement
    and all documents contemplated hereunder to be executed by Purchaser, nor the performance of the obligations of Purchaser
    hereunder or thereunder will result in the violation of any law or any provision of the agreement of partnership or membership
    or articles of incorporation and by-laws of Purchaser or will conflict with any order or decree of any court or governmental
    instrumentality of any nature by which Purchaser is bound.
	 	 	 
	 	(b)	Purchaser’s
    Financial Condition. No attachment, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy,
    reorganization, or other proceedings are pending against Purchaser.


 




    	 	-15-	 



     


    

 


	15.2	Seller’s
    Representations. Seller represents and warrants to Purchaser as follows:


 


	 	(a)	Seller’s
    Authorization. Seller (a) is duly organized, validly existing and in good standing under the laws of its State of organization
    and the State in which the Property is located, (b) is authorized to consummate the Transaction and fulfill all of its obligations
    hereunder and under all documents contemplated hereunder to be executed by Seller, and (c) has all necessary power to execute
    and deliver this Agreement and all documents contemplated hereunder to be executed by Seller and to perform its obligations
    hereunder and thereunder. This Agreement and all documents contemplated hereunder to be executed by Seller have been duly
    authorized by all requisite corporate action on the part of Seller and are the valid and legally binding obligation of Seller
    enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all documents
    contemplated hereunder to be executed by Seller nor the performance of the obligations of Seller hereunder or thereunder will
    result in the violation of any law or any provision of the articles of organization or by-laws of Seller or will conflict
    with any order or decree of any court or governmental instrumentality of any nature by which Seller is bound.
	 	 	 
	 	(b)	Other
    Seller’s Representations. To Seller’s knowledge (as defined in Subsection 15.3(a)):


 


(i)       Except
as listed in Exhibit I attached hereto and incorporated herein by this reference, Seller has not received any written
notice of any current or pending or, to Seller’s knowledge, threatened litigation against Seller which would, in the reasonable
judgment of Seller, if determined adversely to Seller, adversely affect the Property.


 


(ii)       Seller
has not entered into any lease, service, supply, maintenance, utility or other contracts affecting the Property or to which Seller
is a party and which will be binding upon Purchaser after the Closing other than the Contracts listed in Exhibit B-2
attached hereto.


 


(iii)       Except
for defaults cured on or before the date hereof, Seller has not received any written notice of default under the terms of any
of the Contracts except as listed in Exhibit I attached hereto.


 


(iv)       Except
for violations cured or remedied on or before the date hereof and except as listed in Exhibit I attached hereto,
as of the date of this Agreement, Seller has not received any written notice from any governmental authority of any violation
of any zoning, building, fire, or health code, statute, ordinance, rule or regulation applicable to Seller or the use or occupancy
of the Property.


 


(v)       Seller
has not received any written notice from any governmental agency that any special assessments are pending, noted or levied against
the Property.


 




    	 	-16-	 



     


    

 


(vi)       Seller
is not a “foreign person” as defined by the Internal Revenue Code, Section 1445.


 


(vii)       No
attachment, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization, or other
proceedings are pending against Seller.


 


(viii)       Seller
is not currently contesting any real estate taxes or personal property taxes for the Property.


 


	15.3	General
    Provisions.


 


	 	(a)	Definition
    of “Seller’s Knowledge”. All references in this Agreement to “Seller’s knowledge”
    or words of similar import shall refer only to the actual knowledge of Wayne Springate (the “Designated Officer”)
    and shall not be construed to refer to the knowledge of any other officer, agent or employee of Seller or any affiliate thereof
    or to impose or have imposed upon the Designated Officer any duty to investigate the matters to which such knowledge, or the
    absence thereof, pertains, including, but not limited to, the contents of the files, documents and materials made available
    to or disclosed to Purchaser or the contents of files maintained by the Designated Officer. The Designated Officer, as Vice
    President of Operations of Seller, is the individual employed by Seller with paramount knowledge of the Property. There shall
    be no personal liability on the part of the Designated Officer arising out of any representations or warranties made herein.
	 	 	 
	 	(b)	Seller’s
    Representations Deemed Modified. To the extent that Purchaser knows or is deemed to know prior to the date hereof that
    Seller’s representations and warranties are inaccurate, untrue or incorrect in any way, such representations and warranties
    shall be deemed modified to reflect Purchaser’s knowledge or deemed knowledge, as the case may be. For purposes of this
    Agreement, (i) Purchaser shall be “deemed to know” that a representation or warranty was untrue, inaccurate or
    incorrect, (A) to the extent that any documents (the “Documents”) which the Seller has provided to Purchaser
    contain information from which a prudent person should have reasonably determined that such representation or warranty was
    untrue, inaccurate or incorrect; and (B) to the extent that this Agreement or any written studies, tests, reports, or analyses
    prepared by or for Purchaser or any of its employees, agents, representatives or attorneys (all of the foregoing being herein
    collectively called the “Purchaser’s Representatives”) or otherwise obtained by Purchaser or Purchaser’s
    Representatives contains information which is inconsistent with such representation or warranty; and (ii) Purchaser shall
    be “deemed to know” of a fact or circumstance to the extent that such fact or circumstance is disclosed by this
    Agreement, the Documents, or any written studies, tests, reports, or analyses prepared by or for Purchaser or any of Purchaser’s
    Representatives.


 




    	 	-17-	 



     


    

 


ARTICLE
XVI. COVENANTS


 


	16.1	Purchaser’s
    Covenants. Purchaser hereby covenants as follows:


 


	 	(a)	Confidentiality.
    Purchaser acknowledges that any non-public information (“Confidential Information”) heretofore furnished
    to Purchaser with respect to the Property has been so furnished on the condition that Purchaser shall maintain the confidentiality
    thereof. Accordingly, Purchaser shall take reasonable efforts (which shall be consistent with the procedures used by Purchaser
    to protect its own confidential information) to hold and to cause its directors, officers and other personnel and representatives
    to hold, in strict confidence, and not disclose to any other person (including, without limitation, the employees of Seller
    or any employees located at the Property) without the prior written consent of Seller until the Closing shall have been consummated,
    any of the Confidential Information in respect of the Property delivered to or for the benefit of Purchaser whether by agents,
    consultants, employees or representatives of Purchaser or by Seller or any of its agents, representatives or employees, including,
    but not limited to, any Confidential Information heretofore obtained by Purchaser or any of Purchaser’s Representatives
    in connection with any studies, inspections, testings or analyses conducted by Purchaser as part of its due diligence. In
    the event the Closing does not occur or this Agreement is terminated, Purchaser shall promptly return to Seller or destroy
    all copies of documents containing any of such Confidential Information without retaining any copy thereof or extract therefrom.
    Notwithstanding anything to the contrary hereinabove set forth, Purchaser may disclose such Confidential Information (i) on
    a need-to-know basis to its employees, members of professional firms serving it or potential lenders or investors, and (ii)
    as any governmental agency may require in order to comply with applicable municipal, county, state or federal statutes, codes,
    ordinances, laws, rules or regulations (herein collectively called “Laws”). Purchaser shall not communicate
    with any employees of Seller or employees working at the Property in connection with Purchaser’s due diligence inspection
    of the Property. Confidential Information does not include any information which (1) is already known to Purchaser prior to
    Effective Date, as demonstrated and evidenced by Purchaser’s written records existing thereto; (2) is or becomes publicly
    available or known through no act, fault, or breach of this Agreement by Purchaser or any Purchaser Representative (and information
    shall be considered in the public domain only if Purchaser can establish that the full particulars of the claimed Confidential
    Information are, in the combination disclosed to Purchaser, well known or generally used); (3) has been disclosed to Purchaser
    by a third party who is not under any obligation of confidence or secrecy to Company at the time of such disclosure; or (4)
    is required to be disclosed pursuant to any applicable laws or court order. The provisions of this Subsection 16.1(a) shall
    survive any termination of this Agreement.





 






    	 	-18-	 



     


    

 





	 	(b)	Purchaser’s
    Indemnity. Purchaser hereby agrees to indemnify, defend, and hold Seller, each of the other Seller Parties free and harmless
    from and against any and all costs, loss, damages and expenses, of any kind or nature whatsoever (including attorney’s
    fees and costs) arising out of or resulting from the breach of the terms of Subsection 16.1(a) or the entry and/or the conduct
    of activities upon the Property by Purchaser or any of Purchaser’s Representatives in connection with the inspections,
    examinations, testings and investigations of the Property conducted at any time prior to the Closing, which indemnity shall
    survive the Closing (and not be merged therein) or any earlier termination of this Agreement.


 


	16.2	Mutual
    Covenants.


 


	 	(a)	Publicity.
    Seller and Purchaser each hereby covenant that neither Seller nor Purchaser shall issue any press release or public statement
    (a “Press Release”) with respect to the Transaction without the prior reasonable consent of the other,
    except to the extent required by applicable Law. If either Seller or Purchaser is required by applicable Law to issue a Press
    Release, such party shall, at least two (2) business days prior to the issuance of the same, deliver a copy of the proposed
    Press Release to the other party for its review.
	 	 	 
	 	(b)	Survival.
    The provisions of this Section 16.2 shall survive the Closing (and not be merged therein) or earlier termination of this Agreement.


 


	16.3	Seller’s
    Covenants. Seller hereby covenants as follows:


 


	 	(a)	Seller
    shall, at all times from the date hereof until the transfer of title to the Property, maintain the Property in its current
    condition, reasonable wear and tear and casualty excepted.
	 	 	 
	 	(b)	Subsequent
    to the date hereof, Seller shall not enter into any lease agreement whether oral or written, with any party or allow any party
    to occupy or use the Property without the Purchaser’s written consent.
	 	 	 
	 	(c)	Seller
    shall maintain property casualty insurance for the full replacement value of the Property until the Closing Date.


 


ARTICLE
XVII. [INTENTIONALLY OMITTED]


 


ARTICLE
XVIII. [INTENTIONALLY OMITTED]


 


ARTICLE
XIX. MISCELLANEOUS


 


	19.1	Purchaser’s
    Assignment. Purchaser shall not assign this Agreement or its rights hereunder to any individual or entity without the
    prior written consent of Seller, which consent Seller may grant or withhold in its sole discretion, and any such unpermitted
    assignment not consented to by Seller shall be null and void. Notwithstanding the foregoing, Purchaser may assign its rights
    under this Agreement to an affiliate or subsidiary of Purchaser without the consent of Seller; provided, however, that no
    such assignment will relieve Purchaser of its obligations hereunder.


 




    	 	-19-	 



     


    

 


	19.2	Survival/Merger.
    Except for the provisions of this Agreement which are explicitly stated to survive the Closing, (a) none of the terms of this
    Agreement shall survive the Closing, and (b) the delivery of the Deed and any other documents and instruments by Seller and
    the acceptance thereof by Purchaser shall effect a merger, and be deemed the full performance and discharge of every obligation
    on the part of Purchaser and Seller to be performed hereunder.
	 	 
	19.3	Integration;
    Waiver. This Agreement, together with the Exhibits hereto, embodies and constitutes the entire understanding between the
    parties with respect to the Transaction and all prior agreements, understandings, representations and statements, oral or
    written, are merged into this Agreement. Neither this Agreement nor any provision hereof may be waived, modified, amended,
    discharged or terminated except by an instrument signed by Buyer and Seller, and then only to the extent set forth in such
    instrument. No waiver by either party hereto of any failure or refusal by the other party to comply with its obligations hereunder
    shall be deemed a waiver of any other or subsequent failure or refusal to so comply.
	 	 
	19.4	Governing
    Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of New Jersey.
	 	 
	19.5	Captions
    Not Binding; Exhibits. The captions in this Agreement are inserted for reference only and in no way define, describe or
    limit the scope or intent of this Agreement or of any of the provisions hereof. All Exhibits attached hereto shall be incorporated
    by reference as if set out herein in full.
	 	 
	19.6	Binding
    Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective
    successors and permitted assigns.
	 	 
	19.7	Severability.
    If any term or provision of this Agreement or the application thereof to any persons or circumstances shall, to any extent,
    be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances
    other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision
    of this Agreement shall be valid and enforced to the fullest extent permitted by Law.
	 	 
	19.8	Notices.
    Any notice, request, demand, consent, approval and other communications under this Agreement shall be in writing, and shall
    be deemed duly given or made at the time and on the date when received by facsimile (provided that the sender of such communication
    shall orally confirm receipt thereof by the appropriate parties and send a copy of such communication to the appropriate parties
    within one (1) business day of such facsimile), by electronic mail, or when personally delivered as shown on a receipt therefor
    (which shall include delivery by a nationally recognized overnight delivery service), or three (3) business days after being
    mailed by prepaid registered or certified mail, return receipt requested, to the address for each party set forth below. Any
    party, by written notice to the other in the manner herein provided, may designate an address different from that set forth
    below.


 




    	 	-20-	 



     


    

 


	 	If
    to Purchaser:	 
	 	 	Capital
    Realty & Investment Co., LLC
	 	 	321
    West Main Street
	 	 	Freehold,
    New Jersey 07728
	 	 	Attention:
    Daniel Metz, Principal
	 	 	Tel:
    732-462-1991
	 	 	Fax
    No.: 732-462-1243
	 	 	Email:
    dmetz@capitalrealtynj.com
	 	 	 
	 	With
    a Copy To:	 
	 	 	Nachmias
    Morris & Alt, P.C.
	 	 	20
    Ash Street, Suite 200
	 	 	Conshohocken,
    PA 19428
	 	 	Attention:
    Austin S. Faberman, Esq.
	 	 	Tel:
    610-629-6643
	 	 	Fax
    No.: 610-629-6649
	 	 	Email:
    afaberman@nmapc.net
	 	 	 
	 	If
    to Seller:	 
	 	 	Hemispherx
    Biopharma, Inc.
	 	 	860
    North Orange Avenue
	 	 	Suite
    B
	 	 	Orlando,
    FL 32801-5205
	 	 	Attention:
    Wayne Springate
	 	 	Tel:
    _____________
	 	 	Fax
    No.: _______________
	 	 	Email:
    wayne.springate@hemispherx.net
	 	 	 
	 	With
    a Copy To:	 
	 	 	McCarter
    & English, LLP
	 	 	Four
    Gateway Center
	 	 	100
    Mulberry Street
	 	 	Newark,
    New Jersey 07102
	 	 	Attention:
    John V. Galluccio, Esq.
	 	 	Tel:
    973-639-6980
	 	 	Fax
    No.: 973-297-3875
	 	 	Email:
    jgalluccio@mccarter.com


 




    	 	-21-	 



     


    

 


	19.9	Counterparts.
    This Agreement may be executed in counterparts, each of which shall be an original and all of which counterparts taken together
    shall constitute one and the same agreement. Any executed counterpart delivered by electronic mail or telephone facsimile
    shall have the same force and effect as an original counterpart.
	 	 
	19.10	Additional
    Agreements; Further Assurances. Subject to the terms and conditions herein provided, each of the parties hereto shall
    execute and deliver such documents as the other party shall reasonably request in order to consummate and make effective the
    Transaction; provided, however, that the execution and delivery of such documents by such party shall not result in any additional
    liability or cost to such party.
	 	 
	19.11	Construction.
    The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rule
    of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in
    the interpretation of this Agreement or any amendment hereof or Exhibit hereto.
	 	 
	19.12	Business
    Day. As used herein, the term “business day” shall mean any day other than a Saturday, Sunday, or any
    federal or state of New Jersey holiday. If any period expires on a day which is not a business day or any event or condition
    is required by the terms of this Agreement to occur or be fulfilled on a day which is not a business day, such period shall
    expire or such event or condition shall occur or be fulfilled, as the case may be, on the next succeeding business day.
	 	 
	19.13	WAIVER
    OF JURY TRIAL. EACH PARTY HEREBY WAIVES TRIAL BY JURY IN ANY PROCEEDINGS BROUGHT BY THE OTHER PARTY IN CONNECTION WITH
    ANY MATTER ARISING OUT OF IN ANY WAY CONNECTED WITH THE TRANSACTION, THIS AGREEMENT, THE PROPERTY OR THE RELATIONSHIP OF PURCHASER
    AND SELLER HEREUNDER.
	 	 
	19.14	Bulk
    Sales Act. 


 


(a)       The
parties acknowledge that the provisions of the New Jersey Sales and Use Tax Act, N.J.S.A. 54:32B-1 et seq. and N.J.S.A.
54:50-38 (collectively, “Bulk Sales Act”), are applicable to the sale of the Property by Seller. Purchaser
shall submit the required Notification of Sale, Transfer or Assignment in Bulk (Form C-9600) (“Bulk Sale Notice”)
and all required attachments to the New Jersey Department of the Treasury, Division of Taxation, Bulk Sales Section (“Section”)
not later than fifteen (15) Business Days prior to Closing. Seller shall promptly provide all required information necessary to
complete all forms submitted with the Bulk Sale Notice. Such filing shall be made by overnight delivery to the address specified
by the Section for such filing by overnight delivery. Seller shall cooperate with the Purchaser in connection with such submission
by supplying any other information necessary for Purchaser to file the Bulk Sales Notice.


 


(b)       In
the event that the New Jersey Division of Taxation requires that a portion of the Purchase Price be held in escrow for potential
tax liabilities of Seller, Seller authorizes Purchaser to comply with such requirement and the Escrow Holder shall hold such amount,
in escrow, and is authorized to disburse same upon receipt of authorizations, and in accordance with directions, from the Division
of Taxation, and the balance of the escrow, if any, shall be paid to Seller. This paragraph shall survive the Closing.


 




    	 	-22-	 



     


    

 


	19.15	1031
    Exchange. Purchaser and Seller acknowledge that the other party may wish to sell, or buy, respectively, the Property as
    part of a like-kind exchange pursuant to §1031 of the Internal Revenue Code, as amended, and the regulations promulgated
    thereunder. Each party shall cooperate with the other party in effectuating such exchange, provided, however,
    that the non-exchanging party shall not be liable to the exchanging party in the event the like kind exchange is not properly
    or timely consummated and the non-exchanging party shall not be obligated to take title to any real property other than the
    Property. The exchanging party may sell or buy, as applicable, the Property through the use of a “qualified intermediary”
    within the meaning of Treasury Regulations §1.1031(k)-1(g)(4) (a “Qualified Intermediary”), as shall
    be selected by the exchanging party. The non-exchanging party shall take such actions and execute such documents as may be
    reasonably necessary to assist the exchanging party in this regard, except that in no event shall the non-exchanging party
    be required to (i) make any warranties or representations in addition to those contained herein, or (ii) assume any costs,
    liabilities or obligations in addition to those set forth herein. The non-exchanging party further agrees to (x) permit the
    exchanging party to assign its interest (but not its obligations, to the extent the same survive Closing in accordance with
    the terms of this Contract) to a Qualified Intermediary, as provided in Treasury Regulations §1.1031(k)-1(g)(4) on or
    before the Closing, and (y) remit payment of the Purchase Price to such Qualified Intermediary.


 


[REMAINDER
OF THIS PAGE LEFT INTENTIONALLY BLANK]


 




    	 	-23-	 



     


    

 


IN
WITNESS WHEREOF, each party hereto has caused this Agreement to be duly executed on its behalf on the day and year first
above written.


 


	 	SELLER:
	 	 
	 	HEMISPHERX
    BIOPHARMA, INC.,
	 	a
    Delaware corporation
	 	 	                        
	 	By:	/s/ Wayne
    Springate
	 	Name:
    	Wayne
    Springate
	 	Title:
    	Senior
    VP of Operation


 


	Date:	January
    8, 2018	


 


	 	PURCHASER:
	 	 
	 	CAPITAL
    REALTY & INVESTMENT CO., LLC, 
	 	a
    New Jersey limited liability
	 	 	                           
	 	By:	/s/ Daniel
    Metz 
	 	Name:
    	Daniel
    Metz
	 	Title:
    	Principal


 


	Date:	January
    8, 2018	 


 




    	 	-24-	 



     


    

 


EXHIBIT
A


 


LEGAL
DESCRIPTION


 


ALL
that certain land and premises situate in the City of New Brunswick City, County of Middlesex and the State of New Jersey, bounded
and described as follows:


 


BEGINNING
at a point on the Northerly sideline of Jules Lane, distant 315.09 feet Northerly from the intersection of said Northerly sideline
of Jules Lane and the Westerly sideline of Jersey Avenue, if each are extended and running; thence


 


(1)       North
48 degrees 23 minutes 58 seconds East, 280 feet to a point; thence


 


(2)       South
41 degrees 36 minutes 2 seconds East, 271.85 feet to a point in the Westerly sideline of Jersey Avenue; thence


 


(3)       Along
said Westerly sideline of Jersey Avenue, South 39 degrees 37 minutes 20 seconds West, 254.16 feet to a point; thence


 


(4)       Along
a curve to the right having a radius of 25 feet, an arc distance of 43.10 feet to a point in the Northerly sideline of Jules Lane;
thence


 


(5)       Along
the Northerly sideline of Jules Lane, North 41 degrees 36 minutes 2 seconds West, 285.93 feet to the point and place of BEGINNING.


 


BEING
Lots 50 and 49 in Block 597 as shown on “Map of Industries, Inc., Section 1”, said Map having been filed in the Middlesex
County Clerk’s Office on July 3, 1969 as Map No. 3279, File No. 956.


 


BEING
Lot 1.01 Block 597.06 on a Tax Map of the City of New Brunswick City County of Middlesex.


 


BEING
PART OF the same premises which Interferon Sciences, Inc., a Delaware corporation, by Deed dated 03/17/2004 and recorded 06/12/2004
in the Middlesex County Clerk’s Office in Deed Book 5334, Page 465, granted and conveyed unto Hemispherx Biopharma, Inc.,
a Delaware corporation.


 




    	 	 	 



     


    

 


EXHIBIT
B-1


 


INVENTORY
OF PERSONAL PROPERTY


 


[To
be finalized by Seller and Purchaser during the Due Diligence Period,


and
then attached to this Agreement]


 









    	 	 	 



     


    

 


EXHIBIT
B-2


 


LIST
OF CONTRACTS


 


[NONE
– ALL CONTRACTS WILL REMAIN WITH SELLER]


 




    	 	 	 



     


    

 


EXHIBIT
B-3


 


FORM
OF SELLER LEASE


 




    	 	 	 



     


    

 


EXHIBIT
C


 


TITLE
EXCEPTIONS


 


1.       Subject
to added or omitted assessments pursuant to N.J.S.A 54:4-63.1 et seq.


 


2.       current
year’s taxes levied or to be levied and not yet certified to by the County Board of Taxation in accordance with Chapter
397 Laws of 1941, as amended and supplemented.


 


3.       Subsurface
conditions and/or encroachments not disclosed by an instrument of record.


 


4.       Subject
to all matters shown on the Plan as recorded in the Clerk’s Office of Middlesex County, New Jersey in Map No. 3279, File
No. 956.


 


5.       Deed
of Easement for Right-of-Way as set forth in Deed Book 3337, Page 237.


 


6.       Rights
granted to Public Service Electric and Gas Company and New Jersey Bell Telephone Company as set forth in Deed Book 2596, Page
15; Deed Book 2692, Page 568; Deed Book 2633, Page 667.


 




    	 	 	 



     


    

 


EXHIBIT
D


 


FORM
OF DEED


 


D
E E D


 


This
Deed is made as of the ______ day of ______________, 2018


 


BETWEEN


 


_________________________,
a ________________ __________________


 


whose
address is ________________ , referred to as the Grantor.


 


AND


 


_________________________,
a ________________ __________________,


 


whose
address is ________________ , referred to as the Grantee.


 


The
words “Grantor” and “Grantee” shall mean all Grantors and all Grantees listed above.


 


“Transfer
of Ownership”. The Grantor grants and conveys (transfers ownership of) the property described below to the Grantee.
This transfer is made for the sum of Four Million and 00/100 ($4,000,000.00) Dollars. The Grantor acknowledges receipt of this
money.


 


Tax
Map Reference. (N.J.S.A. 46:15-2.1) Borough of East Newark


Block
No. 597.06                          Lot No. 1.01
                        
Qualifier No.
                        Account
No.


 


[  ]       No
Property tax identification number is available on the date of this deed. (Check box if applicable).


 


	 	(a)	Property.
    The property consists of the land and all the buildings and structures on the land in the City of New Brunswick, County
    of Middlesex and State of New Jersey. The legal description is more particularly described as follows:


 


Prepared
By:


 


___________________


John
V. Galluccio


McCarter
& English, LLP


Four
Gateway Center


100
Mulberry Street


Newark,
NJ 07102


 


See
SCHEDULE “A” attached hereto and made a part hereof.


 




    	 	 	 



     


    

 


Being
commonly known and designated as 783 Jersey Avenue, New Brunswick, New Jersey.


 


Being
the same premises conveyed to Grantor by Deed from _______________________________, dated ____________ ___, ______, recorded _____________
____, _____, in the Clerk’s Office of the County of Hudson, New Jersey, as __________________________________.


 


This
conveyance is made subject to any and all mortgages, covenants, easements and restrictions of record affecting said premises,
subsurface conditions, all governmental laws, ordinances and regulations regarding the use of said premises, and any state of
facts which an accurate survey might show.


 


Promises
by Grantor. The Grantor promises that the Grantor has done no act to encumber the property. This promise is called a “covenant
as to grantor’s acts” (N.J.S.A. 46:4-6). This promise means that the Grantor has not allowed anyone else to
obtain any legal rights which affect the property (such as by making a mortgage or allowing a judgment to be entered against the
Grantor).


 


Signatures.
The Grantor signs this Deed as of the date at the top of the first page.


 


	Witnessed
    by:	 	 	 
	 	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 




    	 	 	 



     


    

 


STATE
OF NEW JERSEY, COUNTY OF _________________


 


 


BE
IT REMEMBERED, that on this ____ day of _______________, 2018, before me, the subscriber, personally appeared _______________________
who, I am satisfied, is the person who signed the within instrument as _______________________ of __________________________,
the limited liability company named therein and this person thereupon acknowledged that he/she is authorized to sign the within
instrument on behalf of the limited partnership and that the said instrument made by the limited liability company was signed,
sealed and delivered by this person as such _______________ and is the voluntary act and deed of the limited liability company,
made by virtue of authority from its members.


 


	 	 
	 	 
	 	Notary
    Public/Attorney at Law
	 	State
    of New Jersey


 




    	 	 	 



     


    

 


	 

        (i)       D
        E E D

         
	 

                                                                                 

                                                                                 
	 

        DATED:
        _______________ ___, 2018

         

	 

        _________________________,
        a

        ________________ __________________,

         

        Grantor

         

        -
        TO -

         

        _________________________,
        a

        ________________ __________________,

         

        Grantee

         
	 

                                                

                                                

                                                

                                                

                                                

                                                

                                                

                                                

                                                

                                                

                                                

                                                
	 

        RECORD
        & RETURN TO:

         

        Austin
        S. Faberman, Esq.

        Nachmias
        Morris & Alt, P.C.

        20
        Ash Street, Suite 200

        Conshohocken,
        Pennsylvania 19428

         

         

         

         

         

         



 




    	 	 	 



     


    

 


SCHEDULE
“A”


 


LEGAL
DESCRIPTION OF PROPERTY


 




    	 	 	 



     


    

 


EXHIBIT
E


 


FORM
OF BILL OF SALE


 


THIS
BILL OF SALE (“Bill of Sale”), is made as of the ____ day of ____, ______ 201_ by and between _________________________,
a ________________ __________________ (the “Seller”) and _________________________, a ________________
__________________ (the “Purchaser”).


 


WITNESSETH:


 


WHEREAS,
by that certain Purchase and Sale Agreement (the “Sale Agreement”) dated as of ________ _____, ______,
by and between Seller and Purchaser, Seller agreed to sell to Purchaser certain real property, and the improvements located thereon
as more particularly described in Exhibit A attached hereto and incorporated herein by this reference, together with all
improvements located thereon (the “Real Property”); and


 


WHEREAS,
by deed of even date herewith, Seller conveyed the Real Property to Purchaser; and


 


WHEREAS,
in connection with the above described conveyance Seller desires to sell, transfer and convey to Purchaser certain items of
tangible personal property as hereinafter described.


 


NOW,
THEREFORE, in consideration of the receipt of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration paid
in hand by Purchaser to Seller, the receipt and sufficiency of which are hereby acknowledged, Seller has GRANTED, CONVEYED, SOLD,
TRANSFERRED, SET OVER and DELIVERED and by these presents does hereby GRANT, SELL, TRANSFER, SET OVER and DELIVER to Purchaser,
its legal representatives, successors and assigns, all of its right, title and interest in and to all tangible personal property
owned by Seller (excluding any computer software which either (a) is licensed to Seller, or (b) Seller deems proprietary), located
on the Real Property and used in the ownership, operation and maintenance of the Real Property as expressly set forth Exhibit
A attached hereto, and all non-confidential books, records and files (excluding any appraisals, budgets, strategic plans for
the Real Property, internal analyses, marketing information, submissions relating to Seller’s obtaining of corporate authorization,
attorney and accountant work product, attorney-client privileged documents, or other information in the possession or control
of Seller or Seller’s property manager which Seller deems proprietary) relating to the Real Property (herein collectively
called the “Personal Property”), to have and to hold, all and singular, the Personal Property unto Purchaser
forever. The Personal Property is being conveyed hereunder free from all liens.


 




    	 	 	 



     


    

 


This
Bill of Sale is made without any covenant, warranty or representation by, or recourse against, Seller, as more expressly set forth
in the Sale Agreement and the documents executed in connection therewith. By acceptance of this Bill of Sale, Purchaser specifically
acknowledges that, except for Seller’s representations and warranties set forth in Section 15.2 of the Sale Agreement, Purchaser
is not relying on (and Seller, for itself and for its counsel, its sales agents, each partner, member, officer, director,
employee, agent and attorney of Seller, its counsel, and its sales agents, and any other party related in any way to any of the
foregoing (all of which parties are herein collectively called the “Seller Parties”), does hereby disclaim
and renounce) any representations or warranties of any kind or nature whatsoever, whether oral or written, express, implied, statutory
or otherwise, from Seller or any other Seller Parties, including, without limitation, any covenant, representation or warranty
regarding or relating to (a) the operation of the Personal Property or uses or merchantability or fitness of any portion of the
Personal Property for a particular purpose; or (b) the physical condition of the Personal Property or the condition or safety
of the Personal Property or suitability of the Personal Property for a particular purpose. Seller hereby disclaims and, by its
acceptance of this Bill of Sale Purchaser hereby waives and releases, any implied or statutory warranties or guaranties of fitness,
merchantability or any other statutory or implied warranty or guaranty of any kind or nature regarding or relating to the Personal
Property. Purchaser acknowledges and agrees that the provisions of this paragraph were a material factor in Seller’s agreement
to convey the Personal Property to Purchaser and Seller would not have conveyed the Personal Property to Purchaser unless Seller
and the other Seller Parties are expressly released and Purchaser waives the rights as set forth in this paragraph.


 


This
Bill of Sale may be executed in counterparts, each of which shall be an original and all of which counterparts taken together
shall constitute one and the same agreement.


 


[BALANCE
OF THIS PAGE INTENTIONALLY LEFT BLANK – SIGNATURE PAGE TO FOLLOW]


 




    	 	 	 



     


    

 


IN
WITNESS WHEREOF, the undersigned have executed this Bill of Sale as of the date first set forth hereinabove.


 


	 	_________________________,
	 	a
    ________________ __________________
	 	 	 
	 	By:	 
	 	Name:
    	 
	 	Title:
    	 
	 	 	 
	 	ACCEPTED:
	 	 	                                                                 
	 	_________________________________,
	 	a
    ________________ __________________
	 	 	 
	 	By:	 
	 	Name:
    	 
	 	Title:
    	 


 




    	 	 	 



     


    

 


EXHIBIT
A


 


INVENTORY
OF PERSONAL PROPERTY


 


[TO
BE ATTACHED]


 




    	 	 	 



     


    

 


EXHIBIT
F


 


[INTENTIONALLY
OMITTED]


 




    	 	 	 



     


    

 


EXHIBIT
G


 


FORM
OF ASSIGNMENT OF CONTRACTS


 


THIS
ASSIGNMENT OF CONTRACTS (“Assignment”) is made as of the ____ day of ______, 2018 by and between _________________________,
a ________________ __________________ (the “Assignor”) and _________________________, a ________________
__________________ (the “Assignee”).


 


WITNESSETH:


 


WHEREAS,
by Purchase and Sale Agreement (the “Sale Agreement”) dated as of ____ ______, _______, by and between Assignor
and Assignee, Assignor agreed to sell to Assignee certain real property, and the improvements located thereon (the “Property”)
as more particularly described in the Sale Agreement; and


 


WHEREAS,
the Sale Agreement provides, inter alia, that Assignor shall assign to Assignee rights to certain intangible property
and that Assignee shall assume all of the obligations of Assignor under such intangible property from and after the date of such
assignment, and that Assignor and Assignee shall enter into this Assignment.


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto hereby agree as
follows:


 


	1.	Assignment
    of Contracts, Licenses and Permits. Assignor hereby assigns, sets over and transfers to Assignee all of its right, title
    and interest in, to and under if and to the extent assignable by Assignor without expense to Assignor, (a) all service, supply,
    maintenance, utility and commission agreements, all equipment leases, and all contracts, subcontracts and agreements relating
    to the construction of any unfinished tenant improvements described in Exhibit A attached hereto and incorporated herein
    by this reference (herein collectively called the “Contracts”), and (b) to the extent that the same have
    been obtained by Assignor prior to the date hereof, any licenses, permits and other written authorizations necessary for the
    use, operation or ownership of the Property (herein collectively called the “Licenses and Permits”). Assignee
    hereby assumes and takes responsibility for all losses, costs, claims, liabilities, expenses, demands and obligations of any
    kind or nature whatsoever attributable to the Contracts and the Licenses and Permits arising or accruing after the date hereof
    attributable to events or circumstances which may occur on or after the date hereof. Assignor shall remain liable for all
    losses, costs, claims, liabilities, expenses, demands and obligations of any kind or nature whatsoever attributable to the
    Contracts and the Licenses and Permits arising or accruing prior to the date hereof.
	 	 
	2.	Assignment
    of Warranties and Guarantees. Assignor hereby assigns, sets over and transfers to Assignee all of its right, title and
    interest in, to, and under those certain warranties and guarantees set forth in Exhibit B attached hereto and incorporated
    herein by this reference, to the extent assignable.


 




    	 	 	 



     


    

 


	3.	Miscellaneous.
    This Assignment and the obligations of the parties hereunder shall survive the closing of the transaction referred to in the
    Sale Agreement and shall not be merged therein, shall be binding upon and inure to the benefit of the parties hereto, their
    respective legal representatives, successors and assigns, shall be governed by and construed in accordance with the laws of
    the State of New Jersey applicable to agreements made and to be wholly performed within said State and may not be modified
    or amended in any manner other than by a written agreement signed by the party to be charged therewith.
	 	 
	4.	Counterparts.
    This Assignment may be executed in counterparts, each of which shall be an original and all of which counterparts taken together
    shall constitute one and the same agreement.


 


IN
WITNESS WHEREOF, the undersigned have executed this Assignment as of the date first set forth hereinabove.


 


	 	ASSIGNOR:
	 	 
	 	_________________________,
    
	 	a
    ________________ __________________
	 	 	                                                 
	 	By:	 
	 	Name:
    	 
	 	Title:
    	 
	 	 	 
	 	ASSIGNEE:
	 	 
	 	_________________________,
    
	 	a
    ________________ __________________
	 	 	 
	 	By:	 
	 	Name:
    	 
	 	Title:
    	 


 




    	 	 	 



     


    

 


EXHIBIT
H


 


FORM
OF FIRPTA AFFIDAVIT


 


Section
1445 of the Internal Revenue Code provides that a transferee of a United States real property interest must withhold tax if the
transferor is a foreign person. To inform the transferee that withholding of tax is not required upon the disposition of a United
States real property interest by _________________________, a ________________ __________________ (the “Seller”),
the undersigned hereby certify the following on behalf of Seller:


 


	1.	Seller
    is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal
    Revenue Code and Income Tax Regulations); and
	 	 
	2.	Seller’s
    U.S. employer tax identification number is ________________; and
	 	 
	3.	Seller’s
    office address is _________________________________________________.


 


Seller
understands that this certification may be disclosed to the Internal Revenue Service by transferee and that any false statement
contained herein could be punished by fine, imprisonment, or both.


 


The
undersigned officers of the Seller declare that they have examined this certification and to the best of their knowledge and belief
it is true, correct and complete, and they further declare that they have authority to sign this document on behalf of Seller.


 


Dated:
_______ _____, 2018


 


	 	_________________________,
    
	 	a
    ________________ __________________ 
	 	 	                                        
	 	By:	 
	 	Name:
    	 
	 	Title:
    	 


 




    	 	 	 



     


    

 


EXHIBIT
I


 


LITIGATION
NOTICES, CONTRACT DEFAULTS


AND
GOVERNMENTAL VIOLATIONS


 


NONE


 




    	 	 	 



     


    

 


EXHIBIT
J


 


[INTENTIONALLY
OMITTED]