Exhibit
10.1

    


    __________________________________________________________

    


    LLC
MEMBERSHIP INTEREST PURCHASE AGREEMENT

    


    AMONG

    


    GREYSTONE
& CO. HOLDINGS LLC

    AS
SELLER

    


    AND

    


    COUNSEL
RB CAPITAL LLC

    AS
BUYER

    


    __________________________________________________________

    


    May
28, 2009



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    


    
      
        
          	
                  1.

                	
                  PURCHASE
      OF LLC INTERESTS

                	
                  1

                
	 
      	
                  1.1

                	
                  Sale
      of the LLC Interests

                	
                  1

                
	 
      	
                  1.2

                	
                  Purchase
      Price

                	
                  1

                
	 
      	 
      	
                   
      

                
	
                  2.

                	
                  CLOSING

                	
                  2

                
	 
      	
                  2.1

                	
                  Closing

                	
                  2

                
	 
      	
                  2.2

                	
                  Actions
      of Seller at Closing

                	
                  2

                
	 
      	
                  2.3

                	
                  Actions
      of Buyer at Closing

                	
                  3

                
	 
      	 
      	 
      
	
                  3.

                	
                  REPRESENTATIONS
      AND WARRANTIES OF SELLER

                	
                  3

                
	 
      	
                  3.1

                	
                  Organization

                	
                  3

                
	 
      	
                  3.2

                	
                  Powers;
      Consents; Absence of Conflicts With Other Agreements

                	
                  5

                
	 
      	
                  3.3

                	
                  Due
      Authorization; Binding Agreement

                	
                  5

                
	
                   
      

                	
                  3.4

                	
                  Financial
      Statements

                	
                  5

                
	
                   
      

                	
                  3.5

                	
                  Certain
      Post-Balance Sheet Results

                	
                  6

                
	 
      	
                  3.6

                	
                  Compliance
      With Laws; Permits

                	
                  8

                
	
                   
      

                	
                  3.7

                	
                  Title
      to Assets; Real Property

                	
                  8

                
	 
      	
                  3.8

                	
                  Litigation
      or Proceedings

                	
                  9

                
	 
      	
                  3.9

                	
                  Environmental
      Matters

                	
                  9

                
	 
      	
                  3.10

                	
                  Taxes

                	
                  10

                
	 
      	
                  3.11

                	
                  Employee
      Relations

                	
                  11

                
	 
      	
                  3.12

                	
                  Employee
      Benefit Matters

                	
                  11

                
	 
      	
                  3.13

                	
                  Contracts

                	
                  11

                
	 
      	
                  3.14

                	
                  Inventory

                	
                  12

                
	 
      	
                  3.15

                	
                  Insurance

                	
                  12

                
	 
      	
                  3.16

                	
                  Books
      and Records

                	
                  12

                
	 
      	
                  3.17

                	
                  Broker’s
      or Finder’s Fees

                	
                  12

                
	 
      	
                  3.18

                	
                  Accounts
      Receivable

                	
                  12

                
	 
      	
                  3.19

                	
                  No
      Undisclosed Liabilities

                	
                  12

                
	 
      	
                  3.20

                	
                  No
      Operations

                	
                  12

                
	 
      	 
      	 
      
	
                  4.

                	
                  REPRESENTATIONS
      AND WARRANTIES OF BUYER

                	
                  13

                
	 
      	
                  4.1

                	
                  Existence
      and Capacity

                	
                  13

                
	 
      	
                  4.2

                	
                  Powers;
      Consents; Absence of Conflicts With Other Agreements, Etc

                	
                  13

                
	 
      	
                  4.3

                	
                  Binding
      Agreement

                	
                  13

                
	 
      	
                  4.4

                	
                  Proceedings

                	
                  13

                
	 
      	
                  4.5

                	
                  No
      Brokers

                	
                  13

                
	 
      	 
      	 
      
	
                  5.

                	
                  COVENANTS

                	
                  14

                
	 
      	
                  5.1

                	
                  Bank
      Accounts

                	
                  14

                
	 
      	
                  5.2

                	
                  Payments

                	
                  14

                
	 
      	
                  5.3

                	
                  Greystone
      Name

                	
                  14

                
	 
      	
                  5.4

                	
                  E-mail
      Addresses

                	
                  14

                


        

      

    

     

    
      
         


      

      
        ii

        
          

        

      

      
         


      

    

    


    
      
        
          
            	 
      	
                    5.5

                  	
                    Telephone
      Numbers

                  	
                    14

                  
	 
      	
                    5.6

                  	
                    Greystone
      Bank Debt

                  	
                    14

                  
	 
      	
                    5.7

                  	
                    Additional
      Payments

                  	
                    14

                  
	 
      	
                    5.8

                  	
                    Tax
      Matters

                  	
                    14

                  
	 
      	
                    5.9

                  	
                    Confidentiality

                  	
                    16

                  
	 
      	
                    5.10

                  	
                    Injunctive
      Relief

                  	
                    16

                  
	 
      	 
      	 
      
	
                    6.

                  	
                    MISCELLANEOUS

                  	
                    17

                  
	 
      	
                    6.1

                  	
                    Definitions

                  	
                    17

                  
	 
      	
                    6.2

                  	
                    Additional
      Assurances

                  	
                    21

                  
	 
      	
                    6.3

                  	
                    Cost
      of Transaction

                  	
                    21

                  
	 
      	
                    6.4

                  	
                    Choice
      of Law; Venue

                  	
                    21

                  
	 
      	
                    6.5

                  	
                    Waiver
      of Jury Trial

                  	
                    22

                  
	 
      	
                    6.6

                  	
                    Enforcement
      of Agreement

                  	
                    22

                  
	 
      	
                    6.7

                  	
                    Legal
      Fees and Costs

                  	
                    22

                  
	 
      	
                    6.8

                  	
                    Survival

                  	
                    22

                  
	 
      	
                    6.9

                  	
                    Notice

                  	
                    22

                  
	
                     
      

                  	
                    6.10

                  	
                    Benefit/Assignment

                  	
                    23

                  
	 
      	
                    6.11

                  	
                    No
      Third Party Beneficiaries

                  	
                    23

                  
	 
      	
                    6.12

                  	
                    Waiver
      of Breach

                  	
                    23

                  
	 
      	
                    6.13

                  	
                    Interpretation

                  	
                    23

                  
	 
      	
                    6.14

                  	
                    Severability

                  	
                    24

                  
	 
      	
                    6.15

                  	
                    Gender
      and Number

                  	
                    24

                  
	 
      	
                    6.16

                  	
                    Divisions
      and Headings

                  	
                    24

                  
	 
      	
                    6.17

                  	
                    Entire
      Agreement

                  	
                    24

                  
	 
      	
                    6.18

                  	
                    Amendment

                  	
                    24

                  
	 
      	
                    6.19

                  	
                    Counterparts

                  	
                    24

                  


          

        

      

    

    


    SCHEDULES

    


    
      
        
          
            	
                    Description

                  	 
      	
                    Schedule

                  
	 
      	 
      	 
      
	
                    Exceptions

                  	 
      	
                    3.5

                  
	
                    Payables

                  	 
      	
                    3.19

                  


          

        

      

    

    


    GLOSSARY OF DEFINED
TERMS

    


    
      
        
          	
                  Defined
      Term

                	 
      	
                  Section

                
	 
      	 
      	 
      
	
                  2782
      LLC

                	 
      	
                  Recital
      B

                
	
                  8384
      LLC

                	 
      	
                  Recital
      B

                
	
                  Action

                	 
      	
                  6.1

                
	
                  Affiliate

                	 
      	
                  6.1

                


        

      

    

     

    
      
         


      

      
        iii

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  Agents

                	 
      	
                  6.1

                
	
                  Agreement

                	 
      	
                  Introduction

                
	
                  Balance
      Sheet

                	 
      	
                  3.4(a)

                
	
                  Balance
      Sheet Date

                	 
      	
                  3.4(a)

                
	
                  Benefit
      Plan

                	 
      	
                  6.1

                
	
                  Business
      Day

                	 
      	
                  6.1

                
	
                  Buyer

                	 
      	
                  Introduction

                
	
                  Buyer’s
      Knowledge

                	 
      	
                  6.1

                
	
                  CERCLA

                	 
      	
                  6.1

                
	
                  Closing

                	 
      	
                  2.1

                
	
                  Closing
      Date

                	 
      	
                  2.1

                
	
                  Closing
      Statement

                	 
      	
                  1.2(a)

                
	
                  Code

                	 
      	
                  6.1

                
	
                  Company

                	 
      	
                  Recital
      B

                
	
                  Companies

                	 
      	
                  Recital
      B

                
	
                  Contracts

                	 
      	
                  6.1

                
	
                  Counsel

                	 
      	
                  1.2(c)

                
	
                  Current
      Assets

                	 
      	
                  6.1

                
	
                  Current
      Liabilities

                	 
      	
                  6.1

                
	
                  Damages

                	 
      	
                  6.7

                
	
                  Dollars
      or $

                	 
      	
                  6.1

                
	
                  Effective
      Time

                	 
      	
                  2.1

                
	
                  Employees

                	 
      	
                  6.1

                
	
                  Encumbrance

                	 
      	
                  6.1

                
	
                  Environmental
      Claim

                	 
      	
                  6.1

                
	
                  Environmental
      Law

                	 
      	
                  6.1

                
	
                  Environmental
      Notice

                	 
      	
                  6.1

                
	
                  Environmental
      Permit

                	 
      	
                  6.1

                
	
                  Equity
      Interests

                	 
      	
                  6.1

                
	
                  ERISA

                	 
      	
                  6.1

                
	
                  Fabritek

                	 
      	
                  Recital
      B

                
	
                  Financial
      Statements

                	 
      	
                  3.4

                
	
                  GAAP

                	 
      	
                  6.1

                
	
                  Governmental
      Authority

                	 
      	
                  6.1

                
	
                  Governmental
      Order

                	 
      	
                  6.1

                
	
                  GPE

                	 
      	
                  Recital
      A

                
	
                  Guarantees

                	 
      	
                  1.2(c)

                
	
                  Hazardous
      Materials

                	 
      	
                  6.1

                
	
                  IDB
      Debt

                	 
      	
                  2.3(d)

                
	
                  Immediately
      Available Funds

                	 
      	
                  6.1

                
	
                  Intellectual
      Property

                	 
      	
                  6.1

                
	
                  Knowledge
      of Buyer

                	 
      	
                  6.1

                
	
                  Knowledge
      of Seller

                	 
      	
                  6.1

                
	
                  Law

                	 
      	
                  6.1

                
	
                  Liabilities

                	 
      	
                  3.19

                
	
                  LLC
      Interests

                	 
      	
                  Recital
      A

                


        

      

    

     

    
      
         


      

      
        iv

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  Losses

                	 
      	
                  6.1

                
	
                  Material
      Adverse Effect

                	 
      	
                  6.1

                
	
                  Material
      Contracts

                	 
      	
                  3.13

                
	
                  Note

                	 
      	
                  1.2(b)

                
	
                  Payables

                	 
      	
                  3.19

                
	
                  Permits

                	 
      	
                  6.1

                
	
                  Permitted
      Encumbrances

                	 
      	
                  3.7(a)

                
	
                  Person

                	 
      	
                  6.1

                
	
                  Personal
      Property

                	 
      	
                  6.1

                
	
                  Post-Closing
      Tax Period

                	 
      	
                  6.1

                
	
                  Post-Closing
      Taxes

                	 
      	
                  6.1

                
	
                  Pre-Closing
      Tax Period

                	 
      	
                  6.1

                
	
                  Pre-Closing
      Taxes

                	 
      	
                  6.1

                
	
                  Purchased
      Assets

                	 
      	
                  5.8(e)

                
	
                  Real
      Property

                	 
      	
                  6.1

                
	
                  Release

                	 
      	
                  6.1

                
	
                  Seller

                	 
      	
                  Introduction

                
	
                  Seller’s
      Knowledge

                	 
      	
                  6.1

                
	
                  Settlement
      Agreement

                	 
      	
                  Recital
      A

                
	
                  Shelby
      Bank Debt

                	 
      	
                  6.1

                
	
                  Straddle
      Period

                	 
      	
                  6.1

                
	
                  Subsidiary

                	 
      	
                  Recital
      B

                
	
                  Subsidiary
      Interests

                	 
      	
                  3.1(d)

                
	
                  Subsidiaries

                	 
      	
                  Recital
      B

                
	
                  Tax
      Allocation

                	 
      	
                  5.8(e)

                
	
                  Tax
      or Taxes

                	 
      	
                  6.1

                
	
                  Tax
      Return

                	 
      	
                  6.1

                
	
                  Transaction
      Documents

                	 
      	
                  6.1

                
	
                  Transfer
      Taxes

                	 
      	
                  5.8(f)

                
	
                  Trust

                	 
      	
                  6.1

                
	
                  Trustee

                	 
      	
                  6.1

                
	
                  WARN
      Act

                	 
      	
                  6.1

                


        

      

    

     

    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    

     

    LLC MEMBERSHIP INTEREST
PURCHASE AGREEMENT

     

    This LLC
Membership Interest Purchase Agreement (“Agreement”) is entered into on
May 28, 2009, between Greystone & Co. Holdings LLC, a Delaware limited
liability company (“Seller”), and Counsel RB
Capital LLC, a Delaware limited liability company (“Buyer”).  Capitalized
terms in this Agreement are defined where used or in
Section 6.1.

     

    A.           Immediately
prior to the Closing, Jonathan Reich and Adam Reich will enter into a settlement
agreement (“Settlement
Agreement”) together with Seller, Greystone Private Equity LLC, a
Delaware limited liability company (“GPE”), Forsons Equity LLC and
Kind Chin Associates LLC, pursuant to which the parties will release all claims
against one another, and all Equity Interests in GPE that are owned by Jonathan
Reich and Adam Reich will be redeemed by GPE.  Upon execution of the
Settlement Agreement, Seller will own all of the Equity Interests in GPE (“LLC Interests”).

     

    B.           GPE
owns all of the Equity Interests in each of the following entities (each
referred to in this Agreement as a “Subsidiary,” and collectively
as “Subsidiaries”): (i)
221 Fabritek Dr LLC, a Delaware limited liability company (“Fabritek”); (ii) 8384 Highway
18 LLC, a Delaware limited liability company (“8384 LLC”); and (iii) 2782
East Highway 52 LLC, a Delaware limited liability company (“2782 LLC”).  GPE and
each Subsidiary are referred to in this Agreement as a “Company,” and collectively as
“Companies”.

     

    C.           Seller
desires to sell the LLC Interests to Buyer, and Buyer desires to purchase the
LLC Interests from Seller.

     

    Intending
to be legally bound, the parties agree as follows:

     

    1.           PURCHASE
OF LLC INTERESTS.

     

    1.1           Sale of the LLC
Interests.  On
and subject to the terms and conditions of this Agreement, at Closing, Seller
shall sell, assign, transfer and deliver the LLC Interests to Buyer, free and
clear of all Encumbrances.

     

    1.2           Purchase
Price.  On
and subject to the terms and conditions of this Agreement, Buyer shall deliver
the purchase price of $5,900,000, payable to Seller as follows:

     

    (a)           Payment at
Closing.  At Closing, an amount in Immediately Available Funds
as adjusted and specified on a closing statement in form and substance
reasonably acceptable to the parties (“Closing
Statement”);

     

    (b)           Promissory
Note.  At Closing, a promissory note (“Note”) in form and substance
reasonably acceptable to the parties in a principal amount specified on the
Closing Statement; and

     

    (c)           Guaranty.  At
Closing, guarantees by Counsel Corporation (“Counsel”), Jonathan Reich and
Adam Reich of the Note (“Guarantees”) in form and
substance reasonably acceptable to the parties.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.           CLOSING.

     

    2.1           Closing.  Subject
to the satisfaction or waiver by the appropriate party of all of the conditions
precedent to Closing specified in Sections 2.2 and 2.3, the consummation of
the transactions contemplated by this Agreement (“Closing”) will take place via
facsimile on May _____, 2009 (“Closing Date”).  The
transactions contemplated by this Agreement will be effective for accounting
purposes as of 12:00:01 a.m. at the location of the Closing on the Closing Date
(“Effective
Time”).

     

    2.2           Actions of Seller
at Closing.  At
or prior to Closing, Seller shall deliver to Buyer the following:

     

    (a)           Assignment.  An
assignment of the LLC Interests in form and substance reasonably acceptable to
the parties;

     

    (b)           Closing
Statement.  Executed counterpart signature pages to the Closing
Statement;

     

    (c)           Authorizing
Resolutions.  Copies of resolutions duly adopted by Seller
authorizing and approving its performance of the transactions contemplated
hereby and the execution and delivery of this Agreement and the Transaction
Documents, certified as true and in full force as of the Closing
Date;

     

    (d)           Company
Documents.  The original minute books of each
Company;

     

    (e)           Resignations.  Resignations
of the officers, directors and managers of each Company effective as of the
Effective Time;

     

    (f)           Good
Standings.  A certificate of existence or good standing for
each Company from the Secretary of State of its state of organization, dated
March 24, 2009;

     

    (g)           Certificate.  A
certificate pursuant to Treasury Regulations section 1.1445-2(b) that Seller is
not a foreign Person within the meaning of Code §1445;

     

    (h)           Real Property
Information.  To the extent in the possession or control of
Seller or its Affiliates, copies of all prior title reports, title insurance
commitments or title insurance policies, surveys, and environmental assessments
related to the Real Property;

     

    (i)           Settlement.  Evidence
satisfactory to Buyer of the execution of the Settlement Agreement;

     

    (j)           Debt.  The
original promissory note issued by GPE in favor of Greystone Bank referred to in
Section 5.6 marked “paid”;

     

    (k)           Data.  All
electronic and tangible files related to any Company’s business or operations in
the possession or control of Seller or its Affiliates;


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    (l)           Computers.  The
computers and docking stations used by Jonathan Reich, Adam Reich, Jeanette
Benway and Vaughan Barber, with all data stored thereon to be provided on a USB
hard drive except for any software programs that cannot be freely transferred;
and

     

    (m)           Other.  Such
other instruments and documents as Buyer may reasonably request to effect the
transactions contemplated hereby.

     

    2.3           Actions of Buyer
at Closing.  At
Closing, Buyer shall deliver to Seller the following:

     

    (a)           Payment.  The
amount due pursuant to Section 1.2(a);

     

    (b)           Executed
Documents.  Executed counterpart signature pages to the Closing
Statement and Guarantees, and the original Note.

     

    (c)           Authorizing
Resolutions.  Copies of resolutions duly adopted by Buyer
authorizing and approving its performance of the transactions contemplated
hereby and the execution and delivery of this Agreement and the Transaction
Documents, certified as true and in full force as of the Closing
Date;

     

    (d)           Line of
Credit.  Evidence satisfactory to Seller that, contingent upon
the Closing, Buyer or its designee will have assumed, paid or otherwise provided
for the satisfaction of GPE’s debt to Israel Discount Bank of New York (“IDB Debt”) and will have
caused the termination of the Guaranty Agreement dated January 31, 2008 by
Seller to Israel Discount Bank of New York and the Amended and Restated Guaranty
Agreement dated January 31, 2008 by Greystone Funding Corporation to Israel
Discount Bank of New York;

     

    (e)           Payment.  Evidence
satisfactory to Seller of Buyer’s compliance with Section 5.7; and

     

    (f)           Other.  Such
other instruments and documents as Seller may reasonably request to effect the
transactions contemplated hereby.

     

    3.           REPRESENTATIONS
AND WARRANTIES OF SELLER

     

    1.3 .  As
of the Closing, assuming execution of the Settlement Agreement, Seller
represents and warrants to Buyer that the following are true and correct in all
respects, except to the extent the following would be inaccurate as a direct
result of acts or omissions of Jonathan Reich or Adam Reich, or any Person
acting at the direction of or in concert or connection with Jonathan Reich or
Adam Reich, which acts or omissions occurred without either the direction of
Seller or Seller’s Knowledge:

     

    3.1           Organization.

     

    (a)           Seller.  Seller
(i) is a limited liability company duly organized, validly existing and in good
standing under the laws of the state of its organization, and (ii) has full
power and authority to own and lease its property and conduct its business as it
is now being conducted and to execute and deliver, and to carry out the
transactions on its part contemplated by, this Agreement.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    (b)           Companies.  Each
Company (i) is a limited liability company duly organized, validly existing and
in good standing under the laws of the state of its organization, (ii) has the
limited liability company power and authority to own or lease and to operate its
assets and to conduct its business as currently conducted, (iii) is not required
to be qualified to do business in any other jurisdiction, and (iv) has not
issued any certificates evidencing any Equity Interests.

     

    (c)           Capitalization of
GPE.  The LLC Interests constitute all of the Equity Interests
in GPE, have been duly authorized, are validly issued, have no outstanding
capital contribution obligations, and were not issued in violation of any
preemptive rights, options, rights of first refusal or other preferential rights
of subscription or purchase of any Person.  There are not any
outstanding (i) options, warrants, calls, commitments, pre-emptive rights,
agreements or other rights to purchase any Equity Interests in GPE, (ii)
securities convertible into or exchangeable for any Equity Interests in GPE,
(iii) equity-based awards or rights relating to or valued by reference to the
equity of GPE, (iv) other commitments of any kind for the issuance of additional
Equity Interests or options, warrants or other securities of GPE, or (v)
registration rights agreements or other agreements or understandings to which
GPE is a party or by which it or Seller are bound relating to the voting or
disposition of any Equity Interests of GPE.  Other than the
Subsidiaries, GPE does not own, directly or indirectly, any shares of capital
stock or other Equity Interests, or securities or interests convertible into or
exchangeable for capital stock or Equity Interests in any other
Person.  Seller has good and marketable title to and owns all of the
LLC Interests, beneficially and of record, free and clear of any and all
Encumbrances.  Seller has full voting power over the LLC Interests,
subject to no proxy, voting trust or other agreement relating to the voting of
any of the LLC Interests.  Other than this Agreement, there is no
agreement with respect to the disposition of the LLC Interests.

     

    (d)           Capitalization of the
Subsidiaries.  GPE owns all of the Equity Interests in the
Subsidiaries (“Subsidiary
Interests”), all of which have been duly authorized, are validly issued,
have no outstanding capital contribution obligations, and were not issued in
violation of any preemptive rights, options, rights of first refusal or other
preferential rights of subscription or purchase of any Person.  There
are not any outstanding (i) options, warrants, calls, commitments, pre-emptive
rights, agreements or other rights to purchase any Subsidiary Interests, (ii)
securities convertible into or exchangeable for any Subsidiary Interests, (iii)
equity-based awards or rights relating to or valued by reference to any
Subsidiary Interests, (iv) other commitments of any kind for the issuance of
additional equity interests or options, warrants or other securities of any
Subsidiary, or (v) registration rights agreements or other agreements or
understandings to which any Subsidiary is a party or by which any Subsidiary or
GPE are bound relating to the voting or disposition of any Subsidiary
Interests.  Except for the 25% interest as tenant-in-common held by
2782 LLC in real estate located in Shelby County, Indiana, the Subsidiaries do
not own, directly or indirectly, any shares of capital stock or other Equity
Interests, or securities or interests convertible into or exchangeable for
capital stock or Equity Interests in any other Person.  GPE has good
and marketable title to and owns all of the Subsidiary Interests, beneficially
and of record, free and clear of any and all Encumbrances.  GPE has
full voting power over the Subsidiary Interests, subject to no proxy, voting
trust or other agreement relating to the voting of any of the Subsidiary
Interests.  Other than this Agreement, there is no agreement with
respect to the disposition of the Subsidiary Interests.  Other than
the Subsidiaries, GPE owns no Equity Interests in any other
Person.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    3.2           Powers; Consents;
Absence of Conflicts With Other Agreements.  The
execution, delivery, and performance by Seller of this Agreement and all other
agreements referenced herein, or ancillary hereto, to which Seller is a party,
and the consummation by Seller of the transactions contemplated by this
Agreement and the Transaction Documents, as applicable:

     

    (a)           do
not require any approval or consent to be obtained by Seller or any Company
from, or filing required to be made by Seller or any Company with, any
Governmental Agency bearing on the validity of this Agreement which is required
by Law;

     

    (b)           will
not conflict with, result in any breach or contravention of, or the creation of
any Encumbrance under, any indenture, agreement, lease, instrument or
understanding to which Seller or any Company is a party or by which Seller or
any Company is bound;

     

    (c)           will
not violate any Law to which Seller or any Company may be subject;
and

     

    (d)           will
not violate any Governmental Order to which Seller or any Company may be
subject.

     

    3.3           Due
Authorization; Binding Agreement.  Seller
has the right, power, legal capacity and authority to enter into and perform
this Agreement.  The execution, delivery and performance of this
Agreement has been duly authorized by all necessary action on the part of
Seller, and no other proceedings on the part of Seller are necessary to
authorize this Agreement and the consummation of the transactions contemplated
hereby.  This Agreement and all Transaction Documents are and will
constitute the valid and legally binding obligations of Seller and are and will
be enforceable against Seller in accordance with the respective terms hereof or
thereof, except as limited by applicable bankruptcy, reorganization, insolvency,
moratorium or other similar laws affecting the enforcement of creditor’s rights
generally from time to time in effect.

     

    3.4           Financial
Statements.  Seller
has delivered to Buyer copies of the following financial statements of GPE
(“Financial
Statements”):

     

    (a)           Unaudited
consolidated balance sheet of GPE (the “Balance Sheet”) dated as of
December 31, 2008 (the “Balance
Sheet Date”) and audited consolidated balance sheet of GPE dated December
31, 2007;

     

    (b)           Unaudited
consolidated income statement of GPE for the 12-month period ended on the
Balance Sheet Date and audited consolidated income statement of GPE for the
12-month period ended on December 31, 2007; and

     

    (c)           Unaudited
consolidated balance sheet of GPE dated as of March 31, 2009, and unaudited,
consolidated income statement of GPE for the 3-month period ended on March 31,
2009.


    
      
         


      

      
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    The
Financial Statements have been prepared in accordance with GAAP on a consistent
basis.  Such balance sheets present fairly the financial condition of
GPE and the Subsidiaries as of the dates indicated thereon, and such income
statements present fairly the results of operations of GPE and the Subsidiaries
for the periods indicated thereon.

     

    3.5           Certain
Post-Balance Sheet Results.  Since
the Balance Sheet Date there has not been, with respect to any Company,
any:

     

    (a)           event,
occurrence or development that has had, or could reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect;

     

    (b)           amendment
of organizational documents;

     

    (c)           changes
to capitalization;

     

    (d)           issuance,
sale or other disposition of any Equity Interest or grant of any options,
warrants or other rights to purchase or obtain (including upon conversion,
exchange or exercise) any Equity Interest;

     

    (e)           declaration
or payment of any distributions, or any other transfer, withdrawal, payment, or
other conveyance of any funds or assets;

     

    (f)           change
in any method of accounting or accounting practice;

     

    (g)           change
in cash management practices or policies, practices and procedures with respect
to collection of accounts receivable, establishment of reserves for
uncollectible accounts, accrual of accounts receivable, inventory control,
prepayment of expenses, payment of trade accounts payable, accrual of other
expenses, deferral of revenue and acceptance of customer deposits;

     

    (h)           change
in the manner in which it extends discounts, credits or warranties to customers
or otherwise deals with customers;

     

    (i)           entry
into or amendment of any Contract, except as identified on Schedule 3.5, which
lists dispositions of assets by any Company since the Balance Sheet Date and the
consideration received;

     

    (j)           incurrence,
assumption or guarantee of any indebtedness for borrowed money except unsecured
current obligations and Liabilities incurred in the ordinary course of business
consistent with past practice;

     

    (k)           transfer,
assignment, sale or other disposition of any of the assets shown or reflected in
the Balance Sheet or cancellation of any debts or entitlements, except as
identified on Schedule
3.5;

     

    (l)           transfer,
assignment or grant of any license or sublicense of any rights under or with
respect to any Intellectual Property;


    
      
         


      

      
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    (m)           damage,
destruction or loss (whether or not covered by insurance) to its
property;

     

    (n)           any
capital investment in, or any loan to, any other Person;

     

    (o)           acceleration,
termination, modifications to or cancellation of any Material Contract to which
it is a party or by which it is bound;

     

    (p)           any
capital expenditures;

     

    (q)           imposition
of any Encumbrance upon any of its properties, Equity Interests or assets,
tangible or intangible;

     

    (r)           grant
of any bonuses, whether monetary or otherwise, or any general wage or salary
increases in respect of any Employee, other than as provided for in any written
agreements or consistent with past practice, or change in the terms of
employment for any Employee;

     

    (s)           entry
into or termination or amendment of any employment agreement or collective
bargaining agreement, written or oral, or modification of the terms of any such
existing agreement;

     

    (t)           any
loan to, or entry into any other transaction with, any members, managers,
directors, officers or Employees;

     

    (u)           entry
into a new line of business or abandonment or discontinuance of existing lines
of business;

     

    (v)           adoption
of any plan of merger, consolidation, reorganization, liquidation or dissolution
or filing of a petition in bankruptcy under any provisions of federal or state
bankruptcy Law or consent to the filing of any bankruptcy petition against it
under any similar Law;

     

    (w)           purchase,
lease or other acquisition of the right to own, use or lease any property or
assets for an amount in excess of $10,000, individually (in the case of a lease,
per annum) or $50,000 in the aggregate for all Companies (in the case of a
lease, for the entire term of the lease);

     

    (x)           acquisition
by merger or consolidation with, or by purchase of a substantial portion of the
assets or stock or Equity Interests of, or by any other manner, any business or
any Person or any division thereof;

     

    (y)           adoption,
amendment, modification or termination of any bonus, profit sharing, incentive,
severance, or other plan, Contract or commitment for the benefit of any of its
managers, directors, officers or Employees (or any such action taken with
respect to any other Benefit Plan);


    
      
         


      

      
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    (z)           action
to make, change or rescind any Tax election, amendment of any Tax Return or
position taken on any Tax Return, entry into any closing agreement, settlement
of any Tax claim or assessment, surrender of any right to claim a refund of
Taxes, consent to any extension or waiver of the limitation period applicable to
any Tax claim or assessment, or any other action, omission or transaction that
would have the effect of increasing the Tax liability or reducing any Tax
attribute in respect of any Post-Closing Tax Period; or

     

    (aa)           any
Contract to do any of the foregoing, or any action or omission that would result
in any of the foregoing.

     

    3.6           Compliance With
Laws; Permits.

     

    (a)           Compliance with
Laws.  Each Company has complied, and is now complying, with
all Laws applicable to it or its business, properties or assets.

     

    (b)           Permits.  All
Permits required for each Company to conduct its business have been obtained and
are valid and in full force and effect. All fees and charges with respect to
such Permits as of the date hereof have been paid in full.

     

    3.7           Title to Assets;
Real Property.

     

    (a)           Owned or Leased Real
Property.  Each Company has good and valid (and, in the case of
owned Real Property, good and marketable fee simple) title to, or a valid
leasehold interest in, all Real Property and Personal Property.  All
Real Property and Personal Property (including leasehold interests) is free and
clear of Encumbrances except for the following (collectively referred to as
“Permitted
Encumbrances”):

     

    (1)           liens
for Taxes listed on the Closing Statement or not yet due and
payable;

     

    (2)           easements,
rights of way, zoning ordinances and other similar Encumbrances affecting Real
Property which are not, individually or in the aggregate, material to the
business of any Company; or

     

    (3)           Encumbrances
held by Israel Discount Bank of New York and Shelby Bank related to the IDB Debt
and the Shelby Bank Debt.

     

    (b)           Copies of Documents;
Compliance with Laws.  With respect to owned Real Property,
Seller has delivered to Buyer true, complete and correct copies of the deeds and
other instruments (as recorded) by which any Company acquired such Real
Property, and copies of all title insurance policies, opinions, abstracts and
surveys in the possession of Seller or any Company and relating to the Real
Property. With respect to leased Real Property, Seller has delivered to Buyer
complete and correct copies of any leases affecting the Real
Property.  No Company is a sublessor or grantor under any
sublease.  No improvements constituting a part of the Real Property
encroach on real property owned or leased by a Person other than a Company.
There are no Actions pending nor, to Seller’s Knowledge, threatened against or
affecting the Real Property or any portion thereof or interest therein in the
nature or in lieu of condemnation or eminent domain
proceedings.


    
      
         


      

      
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    3.8           Litigation or
Proceedings.

     

    (a)           No
Actions.  Except for potential claims by John Graham and
potential claims against Molson Breweries Properties Limited and Molson Canada
2005, there are no Actions pending or, to Seller’s Knowledge, threatened (i)
against or by any Company or affecting any of their properties or assets; (ii)
against or by Seller or any Affiliate of Seller and relating to any Company or
its business, properties or assets; or (iii) against or by any Company, Seller
or any Affiliate of Seller that challenges or seeks to prevent, enjoin or
otherwise delay the transactions contemplated by this Agreement.  No
event has occurred or circumstances exist that may give rise to, or serve as a
basis for, any such Action.

     

    (b)           No Governmental
Orders.  There are no outstanding Governmental Orders and no
unsatisfied judgments, penalties or awards against or affecting Seller or any
Company or any Company’s businesses, properties or assets.

     

    3.9           Environmental
Matters.

     

    (a)           Compliance.  Each
Company is currently and has been in compliance with all Environmental Laws and
has not, and Seller has not received from any Person any: (i) Environmental
Notice or Environmental Claim, or (ii) written request for information pursuant
to Environmental Law.

     

    (b)           No
Listing.  No real property currently or formerly owned,
operated or leased by any Company is listed on, or has been proposed for listing
on, the National Priorities List (or CERCLIS) under CERCLA, or any similar state
list.

     

    (c)           No
Release.  There has been no Release of Hazardous Materials in
contravention of Environmental Law with respect to the business or assets of any
Company or any real property currently or formerly owned, operated or leased by
any Company, and neither Seller nor any Company has received an Environmental
Notice that any real property currently or formerly owned, operated or leased in
connection with the business of any Company (including soils, groundwater,
surface water, buildings and other structure located on any such real property)
has been contaminated with any Hazardous Material which could reasonably be
expected to result in an Environmental Claim against, or a violation of
Environmental Law or term of any Environmental Permit by, Seller or any
Company.

     

    (d)           No Assumed
Liabilities.  No Company has retained or assumed, by contract
or operation of Law, any liabilities or obligations of third parties under
Environmental Law.

     

    (e)           Copies of
Reports.  Seller has provided to Buyer all environmental
reports, studies, audits, records, sampling data, site assessments and other
similar documents with respect to the business or assets of any Company or any
currently or formerly owned, operated or leased real property which are in the
possession or control of Seller or any Company.


    
      
         


      

      
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    3.10           Taxes.

     

    (a)           Timely Filed. Seller
and the Companies have each timely filed all Tax Returns or extensions that they
were required to file under applicable laws and regulations for Tax years prior
to 2008, and all Tax Returns with respect to each Company’s 2008 Tax year will
either be timely filed or extensions with respect to such Tax Returns will be
timely filed.  All such Tax Returns were correct and complete in all
respects and were prepared in compliance with all applicable laws and
regulations. All Taxes due and owing by Seller or any Company (whether or not
shown on any Tax Return) have been paid.  Except for GPE for the 2008
Tax year, no Company is currently the beneficiary of any extension of time
within which to file any Tax Return.  No claim has ever been made by
an authority in a jurisdiction where a Company does not file Tax Returns that it
is or may be subject to taxation by that jurisdiction.  There are no
Encumbrances for Taxes (other than Taxes listed on the Closing Statement or not
yet due and payable) upon the LLC Interests or any of the assets of any
Company.

     

    (b)           Withholding.  Each
Company has withheld and paid all Taxes required to have been withheld and paid
in connection with any amounts paid or owing to any Employee, independent
contractor, creditor, member, or other Person, and all Forms W-2 and 1099
required with respect thereto have been properly completed and timely
filed.

     

    (c)           No
Assessments.  No taxing authority is expected to assess any
additional Taxes for any period for which Tax Returns have been
filed.  No foreign, federal, state, or local Tax audits or
administrative or judicial Tax proceedings are pending or being conducted with
respect to any Company. No Company has received from any taxing authority any
(i) notice indicating an intent to open an audit or other review, (ii) request
for information related to Tax matters, or (iii) notice of deficiency or
proposed adjustment for any amount of Tax proposed, asserted, or assessed by any
taxing authority against any Company. No Company’s Tax Returns have been or
currently are the subject of audit.  Seller has delivered to Buyer
correct and complete copies of all federal income Tax Returns, examination
reports, and statements of deficiencies assessed against or agreed to by any
Company.

     

    (d)           No
Waiver.  No Company has waived any statute of limitations in
respect of Taxes or agreed to any extension of time with respect to a Tax
assessment or deficiency.

     

    (e)           No
Contracts.  No Company is a party to any Contract that has
resulted or could result, separately or in the aggregate, in (i) the payment of
any “excess parachute payment” within the meaning of Code §280G or any amount
that will not be fully deductible as a result of Code §162(m), or (ii) the
recognition of income and the imposition of any penalty or interest by any
person under Code §409A.  No Company has been a United States real
property holding corporation within the meaning of Code §897(c)(2) during the
applicable period specified in Code §897(c)(1)(A)(ii).  Each Company
has disclosed on its federal income Tax Returns all positions taken therein that
could give rise to an understatement of federal income Tax within the meaning of
Code §6662 (or any corresponding provision of state, local or foreign Tax
law).  No Company is a party to or bound by any Tax allocation or
sharing agreement.  No Company (A) has been a member of an “affiliated
group” defined under Code §1504(a) filing a consolidated federal income Tax
Return, or (B) has any liability for the Taxes of any Person under Reg.
§1.1502-6 (or any similar provision of state, local, or foreign law), as a
transferee or successor, by Contract, or otherwise.


    
      
         


      

      
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    (f)           No Inclusion or
Deduction.  No Company will be required to include any item of
income in, or exclude any item of deduction from, taxable income for any taxable
period (or portion thereof) ending after the Closing Date as a result of any:
(i) change in method of accounting for a taxable period ending on or prior to
the Closing Date; (ii) “closing agreement” as described in Code §7121 (or any
corresponding or similar provision of state, local or foreign income Tax law)
executed on or prior to the Closing Date; (iii) installment sale or open
transaction disposition made on or prior to the Closing Date; or (iv) prepaid
amount received on or prior to the Closing Date.

     

    (g)           No
Election.  At all times during their existence, for federal and
state Tax purposes, each Company has been treated as a partnership or an entity
disregarded as separate from its owner under Treasury Regulation section
301.7701-3, and no Company has elected to be treated as a corporation for Tax
purposes.

     

    3.11           Employee
Relations.  No
Company has any Employees.  No amounts are owed or accrued with
respect to any Employees as of the Closing Date, including any for vacation or
overtime.  All amounts payable to Employees have been paid in full and
there are no outstanding agreements, understandings or commitments of any
Company with respect to any commissions, bonuses or increases in
compensation.  All individuals characterized and treated by any
Company as consultants or contractors are properly treated as independent
contractors under all applicable Laws.  No collective bargaining
agreement exists or is currently being negotiated by any
Company.  There are no pending or, to the Knowledge of Seller,
threatened EEOC claims, OSHA complaints, union grievances, wage and hour claims,
unemployment compensation claims, workers’ compensation claims or the like with
respect to any Employees.  Each Company has complied in all respects
with all state and federal laws, rules and regulations relating to employment,
equal employment opportunity, nondiscrimination, immigration, wages, hours,
benefits, collective bargaining, the payment of social security and similar
Taxes, and occupational safety and health.

     

    3.12           Employee Benefit
Matters.

     

    (a)           No Benefit
Plans.  No Company has any Benefit Plan for which any Company
could have any Liability.

     

    (b)           No
Liability.  No Seller, Company or any of their Affiliates (i)
has withdrawn from any pension plan under circumstances resulting (or expected
to result) in a liability to the Pension Benefit Guaranty Corporation; (ii) has
any assets subject to a lien for unpaid contributions to any Benefit Plan which
would be a liability of any Company or become a liability of Buyer; (iii) has
failed to pay premiums to the Pension Benefit Guaranty Corporation when due with
respect to any pension plan which would be a liability of any Company; or (iv)
is engaged in any transaction which would give rise to liability under ERISA
§§4069 or 4212(c) which would be a liability of any Company or become a
liability of Buyer.

     

    3.13           Contracts.  Seller
has delivered to Buyer true and correct copies of the Contracts in its
possession (including all modifications, amendments and supplements thereto and
waivers thereunder).  Each such Contract is valid and binding in
accordance with its terms and is in full force and effect.  No Company
or, to Seller’s Knowledge, any other party thereto is in breach of or default
under or is alleged to be in breach of or default under, or has provided or
received any notice of any intention to terminate, any such
Contract.  No event or circumstance has occurred that, with notice or
lapse of time or both, would constitute an event of default under any such
Contract or result in a termination thereof or would cause or permit the
acceleration or other changes of any right of obligation or the loss of any
benefit thereunder.


    
      
         


      

      
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    3.14           Inventory.  No
Company has any inventory (whether raw materials, work-in-process or finished
goods).

     

    3.15           Insurance.  All
insurance policies maintained by Seller and any Company covering the assets or
operations of any Company are in full force and effect with no premium arrearage
which arrearage would cause any cancellation or lapse of
coverage.  Each Company has given in a timely manner to its insurers
all notices required to be given under its insurance policies with respect to
all of the claims and actions covered by insurance, and no insurer has denied
coverage of any such claims or actions.  No Company has (a) received
any written notice or other communication from any such insurance company
canceling or amending any of such insurance policies, and, to Seller’s
Knowledge, no such cancellation or amendment is threatened or (b) failed to give
any notice or present any material claim which is still outstanding under any of
such policies.

     

    3.16           Books and
Records.  The
minute books and membership records of each Company, all of which have been
provided to Buyer, are complete and correct and have been maintained in
accordance with sound business practices. The minute books of each Company
contain accurate and complete records of all meetings, and actions taken by
written consent of, the members, managers, governors and directors of each
Company.

     

    3.17           Broker’s or
Finder’s Fees.  No
Seller or Company has engaged or is liable for the payment of any fee to any
finder, broker or similar Person in connection with the transactions described
in this Agreement.

     

    3.18           Accounts
Receivable.  All
accounts receivable of the Companies (i) are valid and existing, (ii) are
recorded on their books and records in amounts consistent with GAAP based upon
their historical collection experience, (iii) represent monies due for goods
sold and delivered or services performed in the ordinary course of business, and
(iv) are not subject to any refund or adjustment or any defense, write of
set-off, assignment, restriction, security interest or other
encumbrance.

     

    3.19           No Undisclosed
Liabilities.  No
Company has any liabilities, obligations or commitments of any nature
whatsoever, asserted or unasserted, known or unknown, absolute or contingent,
accrued or unaccrued, matured or unmatured or otherwise (“Liabilities”), except (a) the
IDB Debt and the Shelby Bank Debt, and (b) the Payables (defined
below).  The term “Payables” means obligations of any Company to make
payment for goods provided or services rendered.  Schedule 3.19 is a
complete and accurate list of all Payables.

     

    3.20           No
Operations. Except
for the management operations of GPE, no Company has operations other than
holding assets for sale or the ownership of real property.


    
      
         


      

      
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    4.           REPRESENTATIONS
AND WARRANTIES OF BUYER .  As
of the Closing, Buyer represents and warrants to Seller the
following:

     

    4.1           Existence and
Capacity.  Buyer
has the requisite limited liability company power and authority to enter into
this Agreement, to perform its obligations hereunder, and to conduct its
business as now being conducted.

     

    4.2           Powers; Consents;
Absence of Conflicts With Other Agreements, Etc.  The
execution, delivery, and performance by Buyer of this Agreement and all other
agreements referenced herein, or ancillary hereto, to which Buyer is a party,
and the consummation of the transactions contemplated herein by
Buyer:

     

    (a)           are
within its statutory powers, are not in contravention of law or of the terms of
its organizational documents, and have been duly authorized by all appropriate
action of its governing body;

     

    (b)           do
not require any approval or consent required to be obtained by Buyer of, or
filing required to be made by Buyer with, any governmental agency or authority
bearing on the validity of this Agreement which is required by law or the
regulations of any such agency or authority;

     

    (c)           will
neither conflict with, nor result in any breach or contravention of, or the
creation of any lien, charge or encumbrance under, any indenture, agreement,
lease, instrument or understanding to which Buyer is a party or by which Buyer
is bound;

     

    (d)           will
not violate any statute, law, rule, or regulation of any governmental authority
to which Buyer may be subject; and

     

    (e)           will
not violate any judgment, decree, writ, or injunction of any court or
governmental authority to which Buyer may be subject.

     

    4.3           Binding
Agreement.  This
Agreement and all agreements to which Buyer will become a party pursuant hereto
are and will constitute the valid and legally binding obligations of Buyer, and
are and will be enforceable against Buyer in accordance with the respective
terms hereof and thereof, except as limited by applicable bankruptcy,
reorganization, insolvency, moratorium or other similar laws affecting the
enforcement of creditor’s rights generally from time to time in
effect.

     

    4.4           Proceedings.  There
are no claims, actions, proceedings or investigations pending or, to the
Knowledge of Buyer, threatened, challenging the validity or propriety of the
transactions contemplated by this Agreement.

     

    4.5           No
Brokers.  Neither
Buyer nor its Affiliates have engaged or are liable for the payment of any fee
to any finder, broker or similar Person in connection with the transactions
described in this Agreement.


    
      
         


      

      
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    5.           COVENANTS

     

    5.1           Bank
Accounts.  Seller
shall comply with any request from Buyer to have Persons removed as signatories
on any Company bank accounts and, after the Effective Time, shall not make any
use of such accounts or the funds in such accounts.

     

    5.2           Payments.  Upon
request by Buyer, Seller shall direct all applicable Persons to deliver all
invoices and payments related to any Company in accordance with Buyer’s
instructions.

     

    5.3           Greystone
Name.  Within
60 days after the Closing Date: (a) Buyer shall cease doing business under the
“Greystone” name, and (b) Seller shall remove all references to any Company from
their websites, cease all use of any Company name, and cease all use of the
domain names greystonepe.com and greystoneprivateequity.com.

     

    5.4           E-mail
Addresses.  For
180 days after the Closing Date, Seller shall cause all incoming e-mail messages
to the e-mail addresses areich@greystonepe.com,
jreich@greystonepe.com,
jgraham@greystonepe.com
and vbarber@greystonepe.com
to be replied to only with the following response: “Jonathan Reich and Adam
Reich have formed Counsel RB Capital LLC with their partner Counsel Corporation,
and have acquired Greystone Private Equity, LLC.  You can contact
Jonathan Reich, Co-CEO of Counsel RB Capital LLC, at jreich@counselrb.com
and Adam Reich, Co-CEO of Counsel RB Capital LLC, at areich@counselrb.com.”  After
such 180-day period, Seller shall terminate each such e-mail
address.  Seller shall promptly terminate the e-mail address pbrown@greystonepe.com.

     

    5.5           Telephone
Numbers.  Seller
will cooperate with Buyer to transfer to Buyer the following telephone numbers
for the California and New York offices of the Companies: (914) 614-1800, (914)
614-1801, (914) 614-1802, (310) 248-2979, and (310) 248-2932.

     

    5.6           Greystone Bank
Debt.  As
of the Effective Time, Seller shall have caused Greystone Bank or its assignee
to terminate and release all Liabilities of any Company to Greystone Bank and
its assignee and any related Encumbrance, and shall have terminated and released
any other Liabilities and any related Encumbrances of any Company to any other
Company or to Seller or its Affiliates, in each case without cost to any Company
or Buyer.

     

    5.7           Additional
Payments.  As
of Closing, Buyer shall have arranged to pay John Graham $25,000 as compensation
for services alleged to have been performed solely on behalf of Jonathan or Adam
Reich or Kind Chin Associates, LLC or Forsons Equity, LLC.

     

    5.8           Tax
Matters.

     

    (a)           No
Changes.  Without the prior written consent of Buyer, no
Company may make or change any election, change an annual accounting period,
adopt or change any accounting method, file any amended Tax Return, enter into
any closing agreement, settle any Tax claim or assessment relating to a Company,
surrender any right to claim a refund of Taxes, consent to any extension or
waiver of the limitation period applicable to any Tax claim or assessment
relating to a Company, or take any other similar action relating to the filing
of any Tax Return or the payment of any Tax, if such election, adoption, change,
amendment, agreement, settlement, surrender, consent or other action would have
the effect of increasing the Tax liability of a Company for any period ending
after the Closing Date or decreasing any Tax attribute of a Company existing on
the Closing Date.


    
      
         


      

      
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    (b)           Tax
Returns.  Seller shall prepare and file, or cause to be
prepared and filed, at their own expense, all Tax Returns of the Companies
(including any amendments thereto) with respect to the Pre-Closing Tax
Period.  Such Tax Returns shall be prepared in a manner consistent
with past practices.  Seller shall provide Buyer with copies of all
Tax Returns of the Companies prior to filing.  Notwithstanding
anything to the contrary in this Agreement, Seller shall pay any and all
Pre-Closing Taxes.  Buyer shall prepare and file, or cause to be
prepared and filed, Tax Returns with respect to all periods other than
Pre-Closing Tax Periods.

     

    (c)           Straddle
Period.  The parties hereto will, to the extent permitted by
applicable law, elect with the relevant Governmental Authority to treat a
portion of any Straddle Period as a short taxable period ending as of the
Effective Time and such short taxable period shall be treated as a Pre-Closing
Tax Period for purposes of this Agreement.  In any case where
applicable Law does not permit such an election to be made then, for purposes of
this Agreement, Taxes with respect to the Companies for the Straddle Period
shall be allocated to the Pre-Closing Tax Period using an interim
closing-of-the-books method that complies with Treas. Reg. section
1.1502-76(b)(2)(i) (assuming that such taxable period ended at the Effective
Time) and treating such period as a Pre-Closing Tax Period for purposes of this
Agreement, except that exemptions, allowances or deductions that are calculated
on an annual basis (such as the deduction for depreciation) shall be apportioned
on a per diem basis.

     

    (d)           Assistance.  The
parties hereto agree to furnish or cause to be furnished to each other or their
respective Agents, upon request, as promptly as practicable, such information
and assistance (including access to books and records) relating to the Companies
as is reasonably necessary for the preparation of any Tax Return, claim for
refund, audit or similar matter, or the prosecution or defense of any claim,
suit or proceeding relating to any proposed adjustment of Taxes.

     

    (e)           Tax
Allocation.  The parties acknowledge that under Revenue Ruling
99-6, the sale of all of the LLC Interests to Buyer will be treated as a sale of
all of the assets of the Companies (“Purchased Assets”) to Buyer
for federal Tax purposes.  Buyer shall prepare a preliminary
allocation of the applicable portion of the consideration paid by Buyer pursuant
to this Agreement among the Purchased Assets in accordance with Code §1060 and
the Treasury Regulations thereunder (and any similar provisions of state, local
or foreign law, as appropriate) (“Tax
Allocation”).  The Tax Allocation shall be binding upon all
parties hereto.  Buyer shall deliver such allocation to Seller within
60 days after the Closing Date.  Buyer, the Companies and Seller shall
report, act and file Tax Returns (including, but not limited to Internal Revenue
Service Form 8594) in all respects and for all purposes consistent with the Tax
Allocation.  No party shall take any position (whether in audits, Tax
Returns or otherwise) that is inconsistent with such allocation unless required
to do so by applicable law.


    
      
         


      

      
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    (f)           Income and Transfer
Taxes.  Notwithstanding the foregoing, all income Taxes
accruing to Seller with respect to the transactions contemplated in this
Agreement shall be paid by Seller.  All excise, sales, use, transfer,
including real property transfer or gains, stamp, documentary, filing,
recordation, and other similar Taxes, together with any interest, additions or
penalties with respect thereto and any interest in respect of such additions or
penalties, attributable to the transactions contemplated by this Agreement (the
“Transfer Taxes”), shall
be borne by the party on which they are primarily imposed under applicable Law;
provided, that Seller and Buyer shall each pay fifty percent (50%) of any such
Transfer Taxes imposed upon the Companies.  Any Tax Returns that must
be filed in connection with Transfer Taxes shall be prepared and filed when due
by the party primarily or customarily responsible under the applicable local Law
for filing such Tax Returns, and such party will use its reasonable efforts to
provide such Tax Returns to the other party at least 10 days prior to the due
date for such Tax Returns.

     

    5.9           Confidentiality.  From
and after the Closing, Seller shall, and shall cause their Affiliates and their
respective Agents to hold, in confidence any and all information, whether
written or oral, concerning any Company and their businesses, except to the
extent that Seller can show that such information (a) is generally available to
and known by the public through no fault of Seller, any Affiliate or Agent of
Seller; or (b) is lawfully acquired by Seller after the Closing from sources
which are not prohibited from disclosing such information by a legal,
contractual or fiduciary obligation. If Seller or any of its Affiliates or
Agents are compelled to disclose any confidential information by judicial or
administrative process or by other requirements of Law, Seller shall promptly
notify Buyer in writing and shall disclose only that portion of such information
which is legally required to be disclosed, provided that, at Buyer’s option and
expense, Seller shall use reasonable best efforts to obtain an appropriate
protective order or other reasonable assurance that confidential treatment will
be accorded such information.

     

    5.10           Injunctive
Relief.

     

    (a)           If
Seller breaches, or threatens to commit a breach of, any of the provisions of
Section 5.9, Buyer and the Companies shall have the following rights and
remedies, each of which will be independent of the others and severally
enforceable, and each of which is in addition to any other rights and remedies
available under law or in equity:

     

    (1)           the
right and remedy to have such provision specifically enforced by any court
having jurisdiction, it being acknowledged and agreed that any such breach or
threatened breach may cause irreparable injury to each of Buyer and the
Companies and that money damages may not provide an adequate remedy to Buyer or
the Companies; and

     

    (2)           the
right and remedy to recover from Seller all monetary damages suffered by Buyer
or any Company, as the case may be, as the result of any acts or omissions
constituting a breach of Section 5.9.

     

    (b)           Seller
acknowledges that the restrictions contained in Section 5.9 are reasonable and
necessary to protect the legitimate interests of Buyer and Companies and
constitute a material inducement to Buyer to enter into this Agreement and
consummate the transactions contemplated by this Agreement. In the event that
any covenant contained in Section 5.9 is adjudicated to exceed the time,
geographic, product or service, or other limitations permitted by applicable Law
in any jurisdiction, then any court may reform such covenant, and such covenant
shall be deemed reformed, in such jurisdiction to the maximum time, geographic,
product or service, or other limitations permitted by applicable
Law.  The covenants contained in Section 5.9 and each provision hereof
are severable and distinct covenants and provisions. The invalidity or
unenforceability of any covenant or provision as written shall not invalidate or
render unenforceable the remaining covenants or provisions hereof, and any such
invalidity or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such covenant or provision in any other
jurisdiction.


    
      
         


      

      
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    6.           MISCELLANEOUS

     

    6.1           Definitions.  In
this Agreement, the following terms have the following meanings:

     

    “Action” means any claim,
action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of
violation, proceeding, litigation, citation, summons, subpoena or investigation
of any nature, civil, criminal, administrative, regulatory or otherwise, whether
at law or in equity.

     

    “Affiliate” of a Person means
any other Person that directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with,
such Person. The term “control” (including the terms “controlled by” and “under
common control with”) means the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or
otherwise.

     

    “Agents” means, with respect to
any Person, any and all directors, managers, officers, employees, consultants,
financial advisors, bankers, attorneys, accountants and other agents of such
Person.

     

    “Benefit Plan” means each
benefit, retirement, employment, compensation, incentive, stock option,
restricted stock, stock appreciation right, phantom equity, change in control,
severance, vacation, paid time off, fringe-benefit and other similar agreement,
plan, policy, program and other arrangement (and any amendments thereto), and
each multiemployer benefit plan (as described in ERISA §4001(a)(3)), whether or
not reduced to writing, in effect and covering one or more Employees and the
beneficiaries and dependents of any such Employee, and which is maintained,
sponsored, contributed to, or required to be contributed to by any Company, or
under which any Company has or may have any liability for premiums or benefits,
or with respect to which Buyer or any of its Affiliates would reasonably be
expected to have any liability, contingent or otherwise.

     

    “Business Day” means any day
except Saturday, Sunday or any other day on which commercial banks located in
New York City are authorized or required by Law to be closed for
business.

     

    “Buyer’s Knowledge” or “Knowledge of Buyer” or any
similar phrase means all facts and circumstances known by any manager, officer,
director or key employee of Buyer.

     

    “CERCLA” means the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
as amended by the Superfund Amendments and Reauthorization Act of 1986, 42
U.S.C. §§ 9601 et seq.


    
      
         


      

      
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    “Code” means the Internal
Revenue Code of 1986, as amended.

     

    “Contracts” means all
contracts, leases, deeds, mortgages, licenses, instruments, notes, commitments,
undertakings, indentures, joint ventures and all other agreements, commitments
and legally binding arrangements, whether written or oral.

     

    “Dollars or $” means the lawful
currency of the United States.

     

    “Employees” means any current
or former employees, agents, consultants, or contractors of any
Company.

     

    “Encumbrance” means any charge,
claim, community property interest, pledge, condition, equitable interest, lien
(statutory or other), option, security interest, mortgage, easement,
encroachment, right of way, right of first refusal, or restriction of any kind,
including any restriction on use, voting, transfer, receipt of income or
exercise of any other attribute of ownership.

     

    “Environmental Claim” means any
Action, Governmental Order, lien, fine, penalty, or, as to each, any settlement
or judgment arising therefrom, by or from any Person alleging liability of
whatever kind or nature (including liability or responsibility for the costs of
enforcement proceedings, investigations, cleanup, governmental response, removal
or remediation, natural resources damages, property damages, personal injuries,
medical monitoring, penalties, contribution, indemnification and injunctive
relief) arising out of, based on or resulting from: (a) the presence, Release
of, or exposure to, any Hazardous Materials; or (b) any actual or alleged
non-compliance with any Environmental Law or term or condition of any
Environmental Permit.

     

    “Environmental Law” means any
applicable Law, and any Governmental Order or binding agreement with any
Governmental Authority: (a) relating to pollution (or the cleanup thereof) or
the protection of natural resources, endangered or threatened species, human
health or safety, or the environment (including ambient air, soil, surface water
or groundwater, or subsurface strata); or (b) concerning the presence of,
exposure to, or the management, manufacture, use, containment, storage,
recycling, reclamation, reuse, treatment, generation, discharge, transportation,
processing, production, disposal or remediation of any Hazardous
Materials.  The term “Environmental Law” includes, without limitation,
the following (including their implementing regulations and any state analogs):
the Comprehensive Environmental Response, Compensation, and Liability Act of
1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42
U.S.C. §§ 9601 et seq.; the Solid Waste Disposal Act, as amended by the Resource
Conservation and Recovery Act of 1976, as amended by the Hazardous and Solid
Waste Amendments of 1984, 42 U.S.C. §§ 6901 et seq.; the Federal Water Pollution
Control Act of 1972, as amended by the Clean Water Act of 1977, 33 U.S.C. §§
1251 et seq.; the Toxic Substances Control Act of 1976, as amended, 15 U.S.C. §§
2601 et seq.; the Emergency Planning and Community Right-to-Know Act of 1986, 42
U.S.C. §§ 11001 et seq.; the Clean Air Act of 1966, as amended by the Clean Air
Act Amendments of 1990, 42 U.S.C. §§ 7401 et seq.; and the Occupational Safety
and Health Act of 1970, as amended, 29 U.S.C. §§ 651 et seq.


    
      
         


      

      
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    “Environmental Notice” means
any written directive, notice of violation or infraction, or notice respecting
any Environmental Claim relating to actual or alleged non-compliance with any
Environmental Law or any term or condition of any Environmental
Permit.

     

    “Environmental Permit” means
any Permit, letter, clearance, consent, waiver, closure, exemption, decision or
other action required under or issued, granted, given, authorized by or made
pursuant to Environmental Law.

     

    “Equity Interests” mean
membership interests, limited liability company interests and other ownership
interests.

     

    “ERISA” means the Employee
Retirement Income Security Act of 1974, as amended, and the regulations
promulgated thereunder.

     

    “GAAP” means United States
generally accepted accounting principles in effect from time to
time.

     

    “Governmental Authority” means
any federal, state, local or foreign government or political subdivision
thereof, or any agency or instrumentality of such government or political
subdivision, or any self-regulated organization or other non-governmental
regulatory authority or quasi-governmental authority (to the extent that the
rules, regulations or orders of such organization or authority have the force of
Law), or any arbitrator, court or tribunal of competent
jurisdiction.

     

    “Governmental Order” means any
order, writ, judgment, injunction, decree, stipulation, determination or award
entered by or with any Governmental Authority.

     

    “Hazardous Materials” means:
(a) any material, substance, chemical, waste, product, derivative, compound,
mixture, solid, liquid, mineral or gas, in each case, whether naturally
occurring or manmade, that is hazardous, acutely hazardous, toxic, or words of
similar import or regulatory effect under Environmental Laws; and (b) any
petroleum or petroleum-derived products, radon, radioactive materials or wastes,
asbestos in any form, lead or lead-containing materials, urea formaldehyde foam
insulation and polychlorinated biphenyls.

     

    “Immediately Available Funds”
means paid by wire transfer in accordance with wire instructions delivered to
Buyer or Seller, as applicable, not less than two Business Days prior to the
date such payments are due.

     

    “Intellectual Property” means
all: (a) patents, provisionals, registrations and applications for registration;
(b) trademarks, service marks, trade dress, Internet domain names, registrations
and applications for registration; (c) copyrights and registrations and
applications for registration;  (e) industrial designs and any
registrations and applications; (f) inventions, trade secrets and confidential
business information, whether patentable or nonpatentable; (g) other proprietary
rights relating to any of the foregoing; and (h) copies and tangible embodiments
thereof.


    
      
         


      

      
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    “Law” means any statute, law,
ordinance, regulation, rule, code, order, constitution, treaty, common law,
judgment, decree, other requirement or rule of law of any Governmental
Authority.

     

    “Losses” means losses, damages,
liabilities, deficiencies, Actions, judgments, interest, awards, penalties,
fines, costs or expenses of whatever kind, including reasonable attorneys’ fees
and the cost of enforcing any right to indemnification hereunder and the cost of
pursuing any insurance providers; provided, however, that “Losses” shall not
include punitive damages, except in the case of fraud or to the extent actually
awarded to a Governmental Authority or other third party.

     

    “Material Adverse Effect” means
any event, occurrence, fact, condition or change that is, or is reasonably
expected to become, individually or in the aggregate, materially adverse to (a)
the business, results of operations, prospects, condition (financial or
otherwise) or assets of any Company, or (b) the ability of any party to
consummate the transactions contemplated hereby on a timely basis.

     

     “Permits” means all permits,
licenses, franchises, approvals, authorizations, registrations, certificates,
variances and similar rights obtained, or required to be obtained, from
Governmental Authorities.

     

    “Person” means an individual,
corporation, partnership, joint venture, limited liability company, Governmental
Authority, unincorporated organization, trust, association or other
entity.

     

    “Personal Property” means the
tangible and intangible personal property and other assets (excluding the Real
Property) owned, leased or subleased by the Companies and reflected in the
Financial Statements or acquired after the Balance Sheet Date.

     

    “Post-Closing Tax Period” means
any taxable period beginning after the Closing Date and, with respect to any
taxable period beginning before and ending after the Closing Date, the portion
of such taxable period beginning after the Closing Date.

     

    “Post-Closing Taxes” means
Taxes of the Companies for any Post-Closing Tax Period.

     

    “Pre-Closing Tax Period” means
any taxable period ending on or before the Closing Date and, with respect to any
taxable period beginning before and ending after the Closing Date, the portion
of such taxable period ending on and including the Closing Date.

     

    “Pre-Closing Taxes” means Taxes
of the Companies for any Pre-Closing Tax Period.

     

    “Real Property” means the real
property owned, leased or subleased by the Companies, together with all
buildings, structures and facilities located thereon.

     

    “Release” means any actual or
threatened release, spilling, leaking, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, leaching, dumping, abandonment, disposing or
allowing to escape or migrate into or through the environment (including,
without limitation, ambient air (indoor or outdoor), surface water, groundwater,
land surface or subsurface strata or within any building, structure, facility or
fixture).


    
      
         


      

      
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    “Seller’s Knowledge” or “Knowledge of Seller” or any
similar phrase means all facts and circumstances known by Robert Barolak,
without a duty of inquiry.

     

    “Shelby Bank Debt” means the
amount owed to Shelby Bank by 2782 LLC on the Closing Date.

     

    “Straddle Period” means any
taxable period that includes but does not end on the Closing Date.

     

    “Tax” or “Taxes” means any federal,
state, local, or foreign income, gross receipts, license, payroll, employment,
excise, severance, stamp, occupation, premium, windfall profits, environmental
(including taxes under Code §59A), customs duties, capital stock, franchise,
profits, withholding, social security (or similar), unemployment, disability,
real property, personal property, sales, use, transfer, registration, value
added, alternative or add-on minimum, estimated, or other tax of any kind
whatsoever, including any interest, penalty, or addition thereto, whether
disputed or not and including any obligations to indemnify or otherwise assume
or succeed to the tax liability of any other Person.

     

    “Tax Return” means any return,
declaration, report, claim for refund, information return or statement or other
document relating to Taxes, including any schedule or attachment thereto, and
including any amendment thereof.

     

    “Transaction Documents” means
this Agreement and each other agreement entered into pursuant to this
Agreement.

     

    “WARN Act” means the federal
Worker Adjustment and Retraining Notification Act of 1988, and similar state,
local and foreign laws related to plant closings, relocations, mass layoffs and
employment losses.

     

    6.2           Additional
Assurances.  From
time to time after Closing, either party shall execute and deliver such other
instruments and take such other actions as is reasonably requested to give
effect to the transactions contemplated by this Agreement.

     

    6.3           Cost of
Transaction.  Whether
or not the transactions contemplated hereby are consummated:  (i)
Seller shall pay the fees, expenses, and disbursements of Seller and its agents,
accountants, and legal counsel incurred in connection with this Agreement; and
(ii) Buyer shall pay the fees, expenses, and disbursements of Buyer and its
agents, accountants and legal counsel incurred in connection with this
Agreement.

     

    6.4           Choice of Law;
Venue.  This
Agreement will be governed by and construed in accordance with the laws of the
State of New York, without regard to conflict of laws
principles.  Exclusive venue for any action arising out of or related
to this Agreement will be in state or federal court located in the County of New
York, New York, and each party consents to the jurisdiction of such courts and
waives any defense based on lack of personal jurisdiction or inconvenient
forum.


    
      
         


      

      
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    6.5           Waiver of Jury
Trial.  EACH
PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT ANY
ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT
BE TRIED BY JURY.  EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS
RIGHT TO DEMAND TRIAL BY JURY.

     

    6.6           Enforcement of
Agreement.  Irreparable
damage would occur if any of the provisions of this Agreement was not performed
in accordance with its terms or was breached.  The parties are
entitled to an injunction or injunctions to prevent breaches of this Agreement
and to enforce specifically the terms, in addition to any other remedy to which
they are entitled at law or in equity.

     

    6.7           Legal Fees and
Costs.  In
the event a party incurs any damages, claims, loss, cost or liability whatsoever
(including attorneys’ fees and any third party claims) arising out of or related
to any misrepresentation, breach or inaccuracy of any representation or warranty
contained in this Agreement, breach of this Agreement or action to enforce this
Agreement (collectively, “Damages”), the prevailing
party, as determined by a court of competent jurisdiction, will be entitled to
recover such Damages and all legal expenses, including, without limitation,
reasonable attorneys’ fees, costs, and necessary disbursements, in addition to
any other relief to which such party shall be entitled by law.  The
parties shall use reasonable efforts to mitigate Damages, and the cost of such
efforts to mitigate shall constitute Damages.  No party may recover
Damages to the extent that such Damages result from that party’s own
misrepresentations, negligence or misconduct.

     

    6.8           Survival.  The
representations, warranties and covenants of the parties shall survive Closing
and shall not be affected or deemed waived by reason of any investigation made
by or on behalf of any party (including by any of its representatives) or by
reason of the fact that any party or any of its representatives knew or should
have known that any such representation or warranty is, was or might be
inaccurate.

     

    6.9           Notice.  Any
notice, demand, or communication required, permitted, or desired to be given
hereunder will be effective when personally delivered, when received by
confirmed overnight delivery from a reputable carrier, or five (5) days after
being deposited in the United States mail, postage prepaid, certified or
registered mail, return receipt requested, addressed as follows:

     

    Seller:                                 Robert
Barolak

    Greystone & Co. Holdings
LLC

    152 W. 57th St,
60th
Floor

    New York, NY 10019

    


    and

    


    Lisa Schwartz, Esq.

    Greystone & Co. Holdings
LLC

    152 W. 57th St,
60th
Floor

    New York, NY
10019



    
      
         


      

      
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    Buyer:                                 Jonathan
Reich

    Counsel RB Capital LLC

    267 Central Avenue

    White Plains, New York
10606

    


    With
a                                 Adam
Levy

    simultaneous                      Counsel
Corporation

    copy
to:                              
Scotia Plaza, 40 King Street West

    Suite 3200, Toronto, ON M5H 3Y2,
Canada

    


    and

    


    Curtis Capeling

    Harwell Howard Hyne Gabbert &
Manner, P.C.

                                
315 Deaderick Street, Suite 1800

    Nashville, TN 37238

    


    or to
such other address, and to the attention of such other Person or officer as any
party may designate, with copies thereof to the respective counsel thereof as
notified by such party.

     

    6.10           Benefit/Assignment.  This
Agreement inures to the benefit of and is binding upon the parties hereto and
their respective legal representatives, successors, and assigns.  No
party may directly or indirectly, including by assignment, operation of law or
change of control, transfer or assign this Agreement without the prior written
consent of the other parties; provide that, following Closing, Buyer may do so
without the consent of any other party.

     

    6.11           No Third Party
Beneficiaries.  This
Agreement is intended solely for the benefit of Buyer and Seller and their
respective permitted successors or assigns, and does not confer third-party
beneficiary rights upon any Person.

     

    6.12           Waiver of
Breach.  The
waiver by any party of a breach or violation of any provision of this Agreement
is not a waiver of any subsequent breach of the same or any other provision
hereof.

     

    6.13           Interpretation.  For
purposes of this Agreement, (a) the words “include,” “includes” and “including”
shall be deemed to be followed by the words “without limitation”; (b) the word
“or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto”
and “hereunder” refer to this Agreement as a whole. This Agreement is to be
construed without regard to any presumption or rule requiring construction or
interpretation against the party drafting an instrument or causing any
instrument to be drafted. Schedules and exhibits referred to herein shall be
construed with, and as an integral part of, this Agreement to the same extent as
if they were set forth verbatim herein.


    
      
         


      

      
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    6.14           Severability.  If
any term or provision of this Agreement is invalid, illegal or unenforceable in
any jurisdiction, such invalidity, illegality or unenforceability will not
affect any other term or provision of this Agreement or invalidate or render
unenforceable such term or provision in any other jurisdiction. Upon such
determination that any term or other provision is invalid, illegal or
unenforceable, the parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in a mutually acceptable manner in order that the transactions
contemplated hereby be consummated as originally contemplated to the greatest
extent possible.

     

    6.15           Gender and
Number.  Whenever
the context of this Agreement requires, the gender of all words herein includes
the masculine, feminine, and neuter, and the number of all words herein includes
the singular and plural.

     

    6.16           Divisions and
Headings.  The
division of this Agreement into articles, sections and subsections and the use
of captions and headings are for convenience and have no legal effect in
construing the provisions of this Agreement.

     

    6.17           Entire
Agreement.  This
Agreement, including all exhibits and schedules hereto, and the Transaction
Documents, supersedes all previous contracts, and constitutes the entire
agreement among the parties regarding its subject matter.  No party is
entitled to benefits other than those specified herein.  No oral
statements or prior written material not specifically incorporated herein is of
any force or effect.

     

    6.18           Amendment.  This
Agreement may be amended, modified or supplemented only by an agreement in
writing signed by each party hereto.

     

    6.19           Counterparts.  This
Agreement may be executed in counterparts, each of which will be an original,
and all of which together will be one and the same agreement.  A
signed copy of this Agreement delivered by facsimile, e-mail or other means of
electronic transmission will have the same legal effect as delivery of an
original signed copy of this Agreement.

     

    [Remainder
of page intentionally left blank]



    
      
         


      

      
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    The
parties have executed this Agreement in multiple originals as of the date first
above written.

     

    
      
        
          
            	
                    SELLER:

                  
	 
      
	
                    GREYSTONE
      & CO. HOLDINGS LLC

                  
	 
      	 
      
	
                    By:

                  	  
      
	 
      	 
      
	
                    BUYER:

                  
	 
      
	
                    COUNSEL
      RB CAPITAL LLC

                  
	 
      	 
      
	
                    By:

                  	  
      
	 
      	
                    Jonathan
      Reich, Co-CEO

                  


          

        

      

    

    


    [Signature
Page to LLC Membership Interest Purchase Agreement]