Exhibit 10.1


 


PURCHASE AND SALE AGREEMENT AND 


JOINT ESCROW INSTRUCTIONS (MULTI-STATE)


 


THIS PURCHASE AND SALE
AGREEMENT AND JOINT ESCROW INSTRUCTIONS (MULTI-STATE) (this “Agreement”) is made and entered into as of December 20,
2022 (“Effective Date”), by and between PONTUS NET LEASE ADVISORS, LLC, a Delaware limited liability company,
its successors and/or assigns (“Purchaser”), and EP Properties, LLC,
a Minnesota limited liability company (“EPP”) and VVI Fulfillment Center, Inc.,
a Minnesota corporation (“VVIF” and together with EPP, individually a “Seller”). Except as otherwise
expressly defined herein, capitalized terms will have the meanings set forth on Schedule A attached hereto and incorporated
herein by this reference.


 


RECITALS


 


A.            EPP
owns that certain parcel of real property in Minnesota legally described on Exhibit A attached hereto (the “Shady
Oak Property”).


 


B.            Pursuant
to Section 1.06 below, Seller intends to legally subdivide the Shady Oak Property into the two parcels depicted on the attached
Exhibit A-1 as the “Minnesota Property” and the “Seller Retained Parcel”, and convey
the Minnesota Property to Purchaser pursuant to the terms of this Agreement (with Seller retaining ownership of the Seller Retained Parcel).


 


C.            VVIF
(i) owns those certain parcels of real property in Kentucky legally described on Exhibit A attached hereto (the “Kentucky
Owned Property”), and (ii) is the lessee of certain parcels of real property legally described on Exhibit A
attached hereto (the “Kentucky Bond Property”, and together with the Kentucky Owned Property, the “Kentucky
Property”), pursuant to that certain Agreement of Lease between VVIF and United States of America Commonwealth of Kentucky
County of Warren, Kentucky dated December 1, 2014 (the “Bond Lease”). The Minnesota Property and Kentucky Property
are referred to herein as the “Real Property”.


 


D.            Unless
Purchaser provides written approval of the Bond Lease during the Inspection Period, VVIF agrees to exercise its option under the Bond
Lease to purchase the Kentucky Bond Property prior to Closing.


 


E.            EPP
agrees to sell, transfer and convey its interest in the Minnesota Property to Purchaser, and VVIF agrees to sell, transfer and convey
its interest in the Kentucky Property to Purchaser, and Purchaser agrees to purchase the Minnesota Property from EPP and the Kentucky
Property from VVIF, all on the terms and conditions set forth in this Agreement.


 


NOW, THEREFORE, in consideration
of the mutual promises, covenants, representations, conditions and agreements contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Seller hereby agrees to sell to Purchaser, and Purchaser hereby agrees
to purchase from Seller, the Property, on the following terms and conditions:


 






     


     


    

 


ARTICLE I

PURCHASE OF PROPERTY


 


Section 1.01          Agreement
to Purchase. Purchaser agrees to purchase, and Seller agrees to sell in accordance with the
terms, conditions and stipulations set forth in this Agreement (the “Transaction”), all of Seller’s right, title
and interest in and to (a) Seller’s interest in the Real Property as described in the Recitals; (b) all improvements
located on or about the Real Property and any fixtures, permanent equipment and other unencumbered equipment or fixtures, excluding Seller’s
Retained Property; (c) personal property Owned by Seller, excluding Seller’s Retained Property; (d) all licenses, contracts
and permits associated with the ownership and operation of the Real Property (excluding those related to the business conducted thereon
by Seller), if any, to the extent transferable and assignable pursuant to applicable law, but only to extent relating solely to the Real
Property; and (e) all rights and appurtenances pertaining to the land, including any and all mineral and water rights Owned by Seller,
and all right, title and interest of Seller in and to adjacent streets, alleys or rights-of-way, if any, all of which will be included
in the Lease as equipment that is leased to tenant (collectively, the “Property”), provided, however, the Property
shall not include: (i) any of Seller’s personal property used by Seller in connection with the operation of its business on
the Real Property, (ii) any trade fixtures and used by Seller in connection with the operation of its business on the Real Property,
if any, that are identified in an exhibit to the Lease as items owned by tenant, and (iii) any of Seller’s or Tenant’s
intellectual property, trademarks, trade names, brand marks, brand names, trade dress or logos relating thereto, provided that anything
affixed to the improvements shall be identified in an exhibit of the Lease as items owned by tenant (collectively, “Seller’s
Retained Property”). Notwithstanding the foregoing or anything to the contrary contained herein, a specific list of Seller’s
Retained Property will be finalized and agreed upon by the parties during the Inspection Period and included as an exhibit to the Lease
Agreement (defined below).


 


Section 1.02          Purchase
Price. The purchase price to be paid by Purchaser to Seller for the purchase of the Property
is Forty-Eight Million Dollars ($48,000,000.00) (the “Purchase Price”), which shall be allocated between the Real
Property by Seller prior to Closing, which allocation shall be subject to Purchaser’s approval, which approval shall not be unreasonably
withheld, conditioned or delayed; provided that the foregoing approval rights only apply if Purchaser’s allocation is materially
unreasonable. The Purchase Price shall be payable as follows:


 


(a)            Independent
Consideration. Simultaneously with the execution of this Agreement, Purchaser shall deliver to Title Company the sum of One Hundred
and No/100 Dollars ($100) as “contract consideration” which Seller acknowledges is adequate consideration for Seller entering
into this Agreement with Purchaser.


 


(b)            Deposit.
Within three (3) business days following Purchaser’s delivery of its Notice to Close, Purchaser shall deliver by wire transfer
of funds to the account of Title Company designated in writing by the Title Company a sum in the amount of Four Hundred Thousand and
00/100 Dollars ($400,000.00) (which earnest money deposit, together with any interest and dividends earned thereon, is herein referred
to as the “Deposit”) with the Title Company. The Deposit shall be non-refundable, except as otherwise expressly provided
in this Agreement.


 


(c)            Balance.
The balance of the Purchase Price plus or minus other adjustments required under this Agreement, shall be paid by Purchaser at Closing
by wire transfer of immediately available funds in such amount in accordance with the written instructions delivered by the Title Company
to the Purchaser.


 






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Section 1.03          Lease
of Property. Prior to the termination of the Inspection Period, (i) Tenant and Purchaser
shall engage in good faith negotiations to draft and agree upon a triple-net master lease agreement in form and substance reasonably
satisfactory to Tenant and Purchaser (the “Lease Agreement”). The Lease Agreement shall contain the essential terms
and conditions provided in the Letter of Intent (the “Minimum Lease Terms”) and any additional terms contemplated
in this Agreement; it being understood if Tenant deviates from or attempts to renegotiate the Minimum Lease Terms, then Purchaser shall
have the option of terminating this Agreement at any time prior to the end of the Inspection Period, in which event the Deposit, if previously
paid, shall be returned to Purchaser, and Seller shall pay to Purchaser such amount to satisfy all of Purchaser’s costs and expenses
incurred in reliance on this Agreement (including, without limitation, its due diligence costs (to the extent not directly paid by Seller)
and attorneys’ fees and costs, and neither party shall have any further obligation or liability, except for the obligations set
forth herein which are expressly stated to survive termination of this Agreement. Purchaser acknowledges that (i) the Minimum Lease
Terms do not include all the terms of a lease agreement and, in some cases, do not expressly and clearly described in full the matters
reflected, and Tenant shall not be limited in its negotiation of any of the remaining terms that are not expressly and clearly described
in full in the Minimum Lease Terms, and (ii) while the parties shall negotiate in good faith, each of Purchaser and Tenant, as the
case may be, may use their sole and absolute discretion in negotiating the final terms of the Lease Agreement. If Purchaser and Tenant
have not agreed in writing on the final form of the Lease Agreement before the end of the Inspection Period, either Purchaser or Seller
may terminate this Agreement by delivering written notice of such election to the other at any time until Purchaser and Tenant have agreed
in writing on the final form of the Lease Agreement and, upon such termination, the Deposit shall be returned to Purchaser. If the parties
have agreed on the final form of the Lease Agreement as provided herein, on the Closing Date, Tenant and Purchaser shall execute and
deliver the Lease Agreement, pursuant to which Purchaser shall lease the Property to Tenant, at the rent and pursuant to the terms and
conditions contained therein.


 


Section 1.04          Prorations.
In view of the subsequent lease of the Property to Tenant pursuant to the Lease Agreement and
Tenant’s obligations thereunder, there shall be no proration of insurance, taxes, special assessments, utilities or any other costs
related to the Property between Seller and Purchaser at Closing. All real and personal property and other applicable taxes and assessments,
utilities and other charges relating to the Property which are due and payable on or prior to the Closing Date shall be paid by Seller,
in the ordinary course of its business, at or prior to Closing, and all other taxes and assessments, utilities and any such other charges
shall be paid by Tenant in accordance with the terms of the Lease Agreement.


 


Section 1.05          Transaction
Costs. Seller shall be responsible for the payment of the Due Diligence Expenses incurred by
Purchaser (or by Seller directly on behalf of Purchaser) in connection with the Transaction. “Due Diligence Expenses” means
any and all reasonable out-of-pocket costs and expenses incurred by Purchaser (or by Seller directly on behalf of Purchaser), including,
without limitation, those costs and expenses set forth in Section 2.03, the costs of any new or updated Reports (as defined below),
the Survey (as defined below), the Title Commitment (as defined below), and the Title Policy (as defined below) including all endorsements,
escrow fees, applicable State and local transfer taxes, document recording fees related to any closing and escrow fees charged by the
Title Company (including costs charged by any Title Company branch office). Each party shall be responsible for the payment of the fees
and expenses of its respective legal counsel, accountants and other professional advisers. Purchaser shall be solely responsible for
any fees or costs related to financing the Property, including any lender’s title insurance policy, mortgage fees or costs or mortgage
recording taxes.


 






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Section 1.06          Shady
Oak Property Subdivision. As described in the Recitals, Seller shall, at its sole cost and expense,
use commercially reasonable efforts to legally subdivide the Shady Oak Property into the two parcels depicted on the attached Exhibit A-1
as Lot 2 (the “Minnesota Property”) and Lot 1 (the “Seller Retained Parcel”), and convey the
Minnesota Property to Purchaser pursuant to the terms of this Agreement. Purchaser acknowledges that the boundary lines depicting the
lot split of the Shady Oak Property are not final and is subject to modification as reasonably determined by Seller. Prior to submission
of the subdivision application to the applicable governmental authority for approval, but in all events not later than ten (10) days
prior to the end of the Inspection Period, Seller shall deliver a final copy of the subdivision map to Purchaser for its approval. If
Purchaser disapproves of the subdivision map, it shall deliver written notice specifying such objections in writing within five (5) days
after its receipt of such approval request. If Purchaser disapproves the subdivision map, Purchaser and Seller shall negotiate in good
faith for a period of five (5) additional days to agree on the final location of the subdivision boundaries. If Purchaser and Seller
cannot agree on the final subdivision map to be submitted within such five (5) day discussion period, either party may terminate
this Agreement by delivering written notice of such election to the other at any time within five (5) business days thereafter.
Once the final subdivision boundaries are approved by Purchaser and Seller, this Agreement shall be amended to replace the current depiction
of the Minnesota Property and Seller Retained Parcel attached as Exhibit A-1 with an updated depiction reflecting the final
approved boundaries of each parcel. At Seller’s expense, each of Purchaser and Seller shall reasonably cooperate to complete the
subdivision. If the subdivision cannot be completed until after Closing Date specified in Section 3.01, Seller, at Seller’s
option, may elect either to (i) extend the Closing Date to a date determined by Seller to accomplish the subdivision, provided that
(x) Seller exercises its right to extend the Closing Date prior to expiration of the Inspection Period, and (y) any extended
Closing Date is subject to the approval of Purchaser, which approval shall not be unreasonably withheld; or (ii) convey the entirety
of the Shady Oak Property to Purchaser at Closing without any change in the Purchase Price, lease it back pursuant to the Lease Agreement,
and include in the Lease Agreement. Following such subdivision, Seller may repurchase the Seller Retained Parcel from Purchaser for $100,
free and clear of any liens or mortgages created by or through Purchaser, and record the REA (as defined below). If the subdivision is
not accomplished or the Seller Retained Parcel is not conveyed back to Seller during the term of the Lease Agreement for any reason,
then Seller’s purchase option as set forth in this Agreement shall be null and void and of no further force and effect. The term
 “Minnesota Property” as it is referred to herein shall automatically be amended to mean the Shady Oak Property, and the Lease
shall (i) permit Tenant’s sublease of the Seller Retained Parcel during the term of the Lease, and (ii) Tenant shall
have a right of first offer to repurchase the entire Minnesota Property, subject to and upon the terms and conditions to be specified
in the Lease.


 


Section 1.07          REA.
In the event Seller completes the subdivision of the Shady Oak Property as contemplated in Section 1.06, concurrently with the recording
of the subdivision map in the County records, Seller intends to record a reciprocal easement and operating agreement encumbering each
of the Minnesota Property and the Seller Retained Parcel that contains certain reciprocal easements and agreements pertaining to the
use and operation of the Shady Oak Property, including shared access drives, parking, stormwater and utility easements, signage and maintenance
(the “REA”). Promptly following the final determination of the boundary lines for the subdivision pursuant to Section 1.06,
Seller shall prepare a preliminary draft of the REA and deliver it to Purchaser for its approval, in its reasonable discretion. If Purchaser
disapproves of the proposed REA, it shall deliver written notice specifying such objections in writing within ten (10) days after
its receipt of such approval request. If Purchaser disapproves the proposed REA, Purchaser and Seller shall negotiate in good faith for
a period of ten (10) additional days to agree on the final REA. If Purchaser and Seller cannot agree on the final REA within such
ten (10) day discussion period, either party may terminate this Agreement by delivering written notice of such election to the other
at any time before the earlier to occur of the end of the Inspection Period or ten (10) days after the end of such ten (10) day
discussion period.


 






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ARTICLE II

DUE DILIGENCE


 


Section 2.01          Title
Insurance.


 


(a)            Survey,
Title Commitment and Title Policy. Seller has delivered to Purchaser, a title insurance commitment (the “Title Commitment”)
with respect to each Real Property issued by the Title Company, as well as copies of all documents referred to as exceptions to title
in the Title Commitment. The Title Commitment has been issued by the St. Louis branch of the Title Company. Seller shall coordinate with
Title Company so the Closing shall occur using the New York branch of Title Company. Seller shall deliver to Purchaser an existing survey
of each Real Property and cause a licensed surveyor or civil engineer to update such survey or provide a new survey, in sufficient detail
to provide ALTA owner’s coverage to Purchaser in connection with the Title Policy (the “Survey”). It shall be
a condition to Purchaser’s obligation to consummate the Transaction that the Title Company shall issue to Purchaser at Closing
an ALTA Owner’s Title Insurance Policy, together with any endorsements to the ALTA Owner’s Title Insurance Policy that Purchaser
may reasonably require (collectively, the “Title Policy”). The Title Commitment, the Title Policy (including all endorsements)
and updates to the existing survey or a new survey shall be paid by Seller to the extent not otherwise reimbursed by Seller to Purchaser
as Due Diligence Expenses.


 


(b)            Title
Company. The Title Company is hereby engaged by the parties to act as Title Company in connection with this Transaction. This
Agreement shall be used as instructions to the Title Company, which may provide its standard conditions of acceptance of escrow; provided,
however, that in the event of any inconsistency between such standard conditions of acceptance and the terms of this Agreement, the terms
of this Agreement shall prevail. The Title Company’s receipt of this Agreement and the opening of an escrow pursuant to this Agreement
shall be deemed to constitute conclusive evidence of the Title Company’s agreement to be bound by the terms and conditions of this
Agreement pertaining to the Title Company.


 


(c)            Title
Company Actions. The Title Company shall not cause the Transaction to close unless and until it has received written instructions
from Purchaser and Seller to do so.


 






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(d)            Title
Objections.


 


(i)            No
later than ten (10) days prior to expiration of the Inspection Period, Purchaser shall notify Seller in writing of Purchaser’s
objection to any exceptions or other title matters shown on the Title Commitment or survey matters shown on the Survey of any parcel
of the Real Property (each, a “Title Objection”). Seller shall notify Purchaser in writing (the “Title Response”),
within five (5) Business Days of Seller’s receipt of the Title Objections, whether it will attempt to remove or resolve such
Title Objection prior to the Closing Date, not being under any obligation to do so. Any matters Seller agrees to attempt to remove or
resolve prior to Closing will become a condition to Closing. Failure to respond to any such Title Objection shall be deemed an election
by Seller not to cure such Title Objection. If Seller elects not to remove or resolve any Title Objection, then Purchaser shall have
the option, as its sole remedy, upon written notice to Seller within five (5) Business Days after Purchaser’s receipt of the
Title Response (or Seller’s deemed election upon expiration of such response period), to waive such Title Objection or to terminate
this Agreement, whereupon the Deposit shall be returned to Purchaser and neither Purchaser nor Seller shall have any further duties or
obligations under this Agreement, except as otherwise provided herein. Any Title Objections that are waived hereunder shall be Permitted
Encumbrances.


 


(ii)           If
any supplement to a Title Commitment or the survey discloses any additional title defects not shown on the original Title Commitment
which were not created by or with the consent of Purchaser, Purchaser shall notify Seller in writing of its objection thereto (each,
an “Additional Title Objection”) within five (5) Business Days following receipt of such supplement or revision,
but in no event later than the Closing Date. If any Additional Title Objection is not removed or resolved by Seller to Purchaser’s
reasonable satisfaction prior to the Closing Date, then Purchaser shall have the option, as its sole remedy, either to waive such Additional
Title Objection and proceed to Closing or to terminate this Agreement upon written notice to Seller on or before the Closing Date, and
if terminated, the Deposit shall be returned to Purchaser and neither Purchaser nor Seller shall have any further duties or obligations
under this Agreement, except as otherwise provided herein. Any Title Objections that are waived hereunder shall be Permitted Encumbrances.


 


(iii)          Purchaser’s
failure to timely deliver a Title Objection or an Additional Title Objection within the applicable time period shall be deemed Purchaser’s
acceptance of the matters disclosed by the Title Commitment and Survey. If Purchaser does not terminate this Agreement by reason of any
Title Objection or Additional Title Objection as provided in this Section, then such Title Objection or Additional Title Objection shall
be deemed waived and approved by Purchaser and shall thereafter be deemed Permitted Encumbrances. Notwithstanding the above, Seller shall
cause the removal of any and all monetary liens, mechanics liens, judgments, delinquent property taxes and any other monetary encumbrances
created by Seller that can be cured by the payment of money.


 


Section 2.02          Seller
Documents. Purchaser acknowledges that Seller has provided Buyer due diligence documents set
forth on the attached Exhibit C (“Due Diligence Documents”). To the extent not included in the Due Diligence
Documents or otherwise delivered to Purchaser, but in no event later than five (5) Business Days following the Effective Date, Seller
shall deliver or make available to Purchaser the following items to the extent they are in Seller’s possession or under its reasonable
control (collectively, the “Seller Documents”), receipt of which shall be promptly acknowledged by Purchaser: (a) existing
title reports or title policies and surveys related to the Real Property; (b) existing title commitments related to the Real Property;
(c) existing environmental reports related to the Real Property (including without limitation, Phase I and Phase II environmental
investigation reports); (d) guaranties and warranties in effect with respect to the Property; (e) to the extent not publicly
accessible, Tenant’s consolidated year-to-date financial statements prepared in accordance with Tenant’s ordinary accounting
practices (collectively, the “Financial Statements”); (f) profit and loss statements (or equivalent) for the
individual Bowling Green facilities; (g) existing property condition and zoning reports related to the Property;
(h) any material contracts and agreements relating to the operation of the Real Property; (i) the Bond Lease and other documents
related thereto, and (j) such other existing third party customary real estate diligence documents related to the ownership, lease
and operation of the Property (as opposed to the business conducted thereon) reasonably requested by Purchaser. Seller shall also use
commercially reasonable efforts to provide to Purchaser any other information requested by Purchaser after the Effective Date with respect
to the Real Property.


 






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Section 2.03          Inspections.
Subject to the terms, provisions and limitations set forth in this Agreement, and provided that
such inspections are conducted in a manner so as not to unreasonably interfere with the normal operations of the business, following
not less than two (2) Business Days’ advance written notice in each instance and provided that Purchaser will coordinate with
Seller regarding the timing of any Inspection and shall endeavor to have Inspections performed during normal business hours on Business
Days or as otherwise agreed upon by the parties, (a) Purchaser may perform reasonable investigations, tests and inspections (collectively,
the “Inspections”) with respect to the Property that Purchaser deems reasonably appropriate; and (b) Seller shall,
upon written request from Purchaser, (i) provide Purchaser with reasonable access to the Property and the Seller Documents, and
(ii) except as otherwise limited in this Agreement, allow Purchaser to make such reasonable inspections, tests, copies, and verifications
as Purchaser reasonably considers necessary. Without limiting the foregoing, “Inspections” shall include, among other things,
Purchaser’s (W) inspection of any permanent equipment installed on, or special purpose/customization of the Property, (X) review
of the operating expenses of the Property for the last three (3) years, (Y) meetings with representatives of the Property’s
management team, and (Z) confirmation of the final sources and uses of sale-leaseback proceeds in accordance with the terms of this
Agreement.


 


Seller has ordered a phase
I environmental report, property condition report, and zoning report for the Property (collectively, the “Reports”),
from a duly licensed vendor in their respective fields. The cost of each of the Reports shall be paid by Seller. If the Transaction fails
to close for any reason, Purchaser shall return any Seller-provided diligence or property materials (including the Seller Documents,
the Reports and any existing, new or updated third-party diligence) to Seller at Seller’s written request. Seller shall be entitled
to receive and use any and all Reports prepared by or at the expense of Seller, including using them with future prospective purchasers;
provided, however, that Purchaser makes no representations or warranties of any kind whatsoever to Seller as to the accuracy or completeness
of the content of any documents or other information delivered to Seller pursuant to Section 2.02 or this Section 2.03.


 


Purchaser shall use best
efforts to cause all Inspections performed at the Property pursuant to this Section 2.03 to be performed in a manner that does not
unreasonably disturb or disrupt the business operations at the Property. Purchaser’s agents, employees, representatives and contractors
entering onto the Property shall carry not less than Two Million and No/100 Dollars ($2,000,000.00) commercial liability insurance coverage
by a company licensed to do business in the State where each Property is located insuring all activity and conduct of Purchaser and such
representatives and insuring Purchaser’s indemnity obligations arising under this Agreement. In the event that, as a direct result
of Purchaser’s Inspections, any damage occurs to the Property, then Purchaser shall promptly repair such damage at Purchaser’s
sole cost and expense. Purchaser hereby indemnifies, protects, defends and holds Seller harmless from and against any and all actual
losses, damages, claims, causes of action, judgments, damages, costs and expenses (including reasonable fees of attorneys) that Seller
suffers or incurs as a result of (i) a breach of Purchaser’s agreements set forth in this Section 2.03 in connection
with the Inspections or (ii) physical damage to the Property or bodily injury caused by any act or omission of Purchaser or its
agents, employees or contractors in connection with the right of inspection granted under this Section 2.03. The indemnity provision
of this Section 2.03 shall survive the termination of this Agreement or Closing.


 






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Section 2.04          Purchaser’s
Right to Terminate. Notwithstanding any provision contained herein, in addition to its right
to terminate this Agreement as set forth in Section 2.01, if Purchaser determines, in its sole discretion, for any reason or no
reason, that it elects not to purchase the Property, and Purchaser provides written notice thereof to Seller on or before the expiration
of the Inspection Period, Purchaser shall have the option to terminate this Agreement on or prior to the expiration of the Inspection
Period, and if terminated, neither Seller nor Purchaser shall have any further duties or obligations under this Agreement except as otherwise
provided herein. If Purchaser does not provide the Notice to Close prior to the expiration of the Inspection Period, then upon the expiration
of the Inspection Period, Purchaser shall have been deemed to terminate this Agreement in accordance with this Section 2.04.


 


Section 2.05          Purchaser’s
Right to Modify Agreement. Notwithstanding anything contained in this Agreement to the contrary,
if prior to the expiration of the Inspection Period, Purchaser determines that (i) any Report or Seller Document reflects environmental
issues or concerns with any parcel of the Property, including recognized environmental conditions, (ii) the value of any parcel
of the Property is impaired based on Purchaser’s review of any Seller Document or Report, (iii) any characteristic of any
parcel of the Property adversely impacts the value of such parcel of the Property, and/or (iv) the financial projections of any
parcel of the Property materially differ from those of the remaining parcel(s) of the Property as determined by Purchaser in its
reasonable discretion, then Purchaser shall have the option, in lieu of terminating this Agreement, to remove such parcel(s) of
the Property from this Agreement and proceed to Closing with the remaining parcel(s) of Property (“Real Property Removal”).
Purchaser shall provide written notice to Seller at any time prior to the expiration of the Inspection Period of its desire for a Real
Property Removal. In the event of a Real Property Removal, the Purchase Price and Rent due under the Lease Agreement shall be reduced
and adjusted by a value that is equivalent to the allocations set forth on Schedule B attached hereto and incorporated hereby
with respect to the Location being the subject of the Real Property Removal.


 


ARTICLE III

CLOSING


 


Section 3.01          Closing
Date. Subject to the provisions of Article V of this Agreement and satisfaction of any
applicable closing conditions in Section 4.03 and Section 4.04, the closing date of the Transaction contemplated by this Agreement
(the “Closing”) shall occur on that date which is fifteen (15) business days following the expiration of the Inspection
Period (the “Closing Date”). The parties shall deposit with the Title Company all documents (including without limitation,
the executed Transaction Documents) as necessary to comply with the parties’ respective obligations hereunder on or before the
Closing Date or as otherwise mutually agreed upon by the parties. The parties shall deposit all funds required hereunder with the Title
Company on or before the Closing Date.


 


Section 3.02          Kentucky
Bond Property. Notwithstanding anything to the contrary in Section 3.01, if Seller does
not believe in its commercially reasonable discretion that it will receive by the Closing Date fee title to the Kentucky Bond Property
in the condition required pursuant to the terms of the Bond Lease from Warren County, Kentucky, then Seller, at Seller’s option,
may elect to extend the Closing for up to thirty (30) days (the “Bond Property Condition”) to satisfy the Bond Property
Condition, provided that Seller exercises its right to extend the Closing Date prior to expiration of the Inspection Period. If the Bond
Property Condition remains unsatisfied by the Closing Date, and Purchaser does not elect to provide such additional time to Seller to
satisfy the Bond Property Condition as Purchaser may determine, then a Seller Default shall have deemed to have occurred, and Purchaser
shall have all rights and remedies set forth in Section 6.02 below.


 






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Section 3.03          Possession.
Possession of the Property, free and clear of all liens, encumbrances and parties in possession,
except for the Permitted Encumbrances, shall be delivered to Purchaser on the Closing Date.


 


ARTICLE IV

REPRESENTATIONS, WARRANTIES AND COVENANTS; CLOSING CONDITIONS


 


Section 4.01          Seller.
Each Seller with respect to its respective Property represents and warrants to, and covenants
with, Purchaser as follows:


 


(a)            Organization
and Authority. Seller is duly organized or formed, validly existing and in good standing under the laws of its state of organization,
and qualified as a foreign limited liability company to do business in any jurisdiction where such qualification is required. Seller
has all requisite limited liability company power and authority to own and operate the Property, to execute, deliver and perform its
obligations under this Agreement and all of the other Transaction Documents, and to carry out the Transaction. The Person who has executed
this Agreement and the other documents contemplated by this Agreement on behalf of Seller has been duly authorized to do so.


 


(b)            Enforceability
of Documents. To Seller’s knowledge, upon execution by Seller and Tenant, this Agreement and the other Transaction Documents
shall constitute the legal, valid and binding obligations of Seller and Tenant, enforceable against Seller and Tenant in accordance with
their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium,
or other similar laws relating to or affecting the rights of creditors generally, or by general equitable principles or any other laws
of the states where the Real Property is located pertaining to the sale or leasing of real property.


 


(c)            No
Other Agreements and Options. Except as disclosed to Purchaser in writing or in the Title Commitment, none of Seller or Tenant,
or, to the best of Seller’s knowledge, the Property is subject to any commitment, obligation, or agreement, including, without
limitation, any right of first refusal, option to purchase or lease granted to a third party, which would prevent Seller from completing
or impair Seller’s ability to complete the consummate the Transaction as provided in this Agreement, the subsequent lease of each
Property by Purchaser pursuant to the Lease Agreement, or which would bind Purchaser subsequent to consummation of the Transaction.


 






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(d)            No
Violations. The authorization, execution, delivery and performance of this Agreement and the other Transaction Documents will
not (i) violate any provisions of the certificate of formation or other charter documents of Seller and Tenant, (ii) result
in a violation of or a conflict with, or constitute a default (or an event which, with or without due notice or lapse of time, or both,
would constitute a default) under any other document, instrument or agreement to which Seller or Tenant is a party or by which Seller,
Tenant, any of the property of Seller or Tenant or, to the best of Seller’s knowledge, the Property is subject or bound, which
in any way materially and adversely affects the Property, the ability of Seller or Tenant to perform under this Agreement, or any other
Transaction Documents, (iii) except for the Lease Agreement or any charges or costs arising from the conveyance of the Property,
result in the creation or imposition of any Lien, restriction, charge or limitation of any kind, upon each Seller, Tenant or the Property,
or (iv) in and of itself, violate any applicable law, statute, regulation, rule, ordinance, code, rule or order of any court
or Governmental Authority which in any way materially and adversely affects the Property, the ability of Seller and Tenant to perform
under this Agreement, the Lease Agreement or any other Transaction Documents.


 


(e)            Compliance.
Seller has not received any written notification that the Property is in violation of any Legal Requirements which in any way
materially and adversely affects the Property, the ability of Seller and Tenant to perform under this Agreement, or any other Transaction
Documents.


 


(f)            Compliance
with Anti-Terrorism, Embargo, Sanctions and Anti-Money Laundering Laws. Seller and Tenant are not currently identified on the
OFAC List, and are not a Person with whom a citizen of the United States is prohibited from engaging in transactions by any trade embargo,
economic sanction, or other prohibition of United States law, regulation, or executive order of the President of the United States.


 


(g)            Litigation.
There is no legal, administrative, arbitration or other proceeding, claim or action of any nature or investigation pending or
involving or, to the best of Seller’s knowledge, threatened against, Seller, Tenant or the Property before any Governmental Authority
which in any way materially and adversely affects the ability of Seller and Tenant to perform under this Agreement or any other Transaction
Documents to which it is a party; and to the best of Seller’s knowledge, there is no valid basis for any such legal, administrative,
arbitration or other proceeding, claim or action of any nature or investigation.


 


(h)            Condition
of Property. The Property and all of the material equipment located thereon are of good workmanship and materials, fully equipped
and operational, in reasonably good condition and repair. Seller shall maintain the Property in good working condition and in compliance
with all applicable laws.


 


(i)            Condemnation.
No condemnation or eminent domain proceedings affecting the Property has been commenced or, to the best of Seller’s knowledge,
are contemplated except as disclosed to Purchaser in writing.


 


(j)            Environmental.
Except as provided in the Environmental Reports and Seller Documents, to Seller’s actual knowledge:


 


(i)            No
Hazardous Materials, except in material compliance with Hazardous Materials Laws, exist on, under or about the Property or have been
transported to or from the Property or used, generated, manufactured, stored or disposed of on, under or about the Property. The Property
is not in material violation of any Hazardous Materials Laws on, under or about the Property, including, without limitation, air, soil
and groundwater conditions.


 






    10


     


    

 


(ii)            Seller
has not received any written notice or other written communication from any Person (including but not limited to a Governmental Authority)
alleging a violation of Hazardous Materials Laws on the Property, or that require remediation thereof pursuant to applicable Hazardous
Materials Laws, or that Seller has any liability pursuant to Hazardous Materials Law with respect to environmental conditions in connection
with the Property, or any actual or, to Seller’s knowledge, threatened administrative or judicial proceedings in connection with
any of the foregoing.


 


(k)            Solvency.
There is no contemplated, pending or threatened Insolvency Event or similar proceedings, whether voluntary or involuntary, affecting
Seller or Tenant, or to Seller’s knowledge, any of their shareholders or Affiliates.


 


(l)            Use
of Net Proceeds. All Net Proceeds from the Transaction shall be used by Seller to purchase Seller notes and pay down of Seller’s
corporate debts unless otherwise agreed upon by the parties prior to expiration of the Inspection Period.


 


(m)            Seller
Documents. To Seller’s knowledge, the Seller Documents are all of the material documents within Seller’s possession
or control that have a material effect on the use, occupancy or value of the Property.


 


All representations and warranties
of Seller made in this Agreement shall be true in all material respects as of the date of this Agreement, shall be deemed to have been
made again at and as of the Closing Date in all material respects to the extent circumstances have not changed and such changes have
been disclosed to Purchaser in writing, and shall survive Closing for a period of twelve (12) months from the Closing Date. For purposes
of this Agreement, Seller’s “actual knowledge” with respect to the Minnesota Property shall mean the actual, present
consciousness of Joe Anderson and with respect to the Kentucky Property Rick Ward, each without any duty of inquiry or investigation.
Purchaser acknowledges that Purchaser has conducted its own due diligence on the Real Property. Except as expressly set forth above,
Seller makes no representations or warranties of any kind or nature regarding the condition of the Real Property and Seller disclaims
any and all warranties and representations relating to the Real Property.


 


Section 4.02          Purchaser.
Purchaser represents and warrants to, and covenants with, Seller as follows:


 


(a)            Organization
and Authority. Purchaser is duly organized, validly existing and in good standing under the laws of its state of formation. Purchaser
has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and all of the other Transaction
Documents to which it is a party and to carry out the Transaction. The Person who has executed this Agreement on behalf of Purchaser
has been duly authorized to do so.


 


(b)            Enforceability
of Documents. To Purchaser’s knowledge, upon execution by Purchaser, this Agreement and the other Transaction Documents
to which it is a party, shall constitute the legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance
with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium,
or other similar laws relating to or affecting the rights of creditors generally, or by general equitable principles.


 






    11


     


    

 


(c)            No
Violations. The authorization, execution, delivery and performance of this Agreement and the other Transaction Documents will
not (i) violate any provisions of the articles of incorporation or other charter documents of Purchaser, (ii) result in a violation
of or a conflict with, or constitute a default (or an event which, with or without due notice or lapse of time, or both, would constitute
a default) under any other document, instrument or agreement to which Purchaser is a party or by which Purchaser is subject or bound,
(iii) result in the creation or imposition of any Lien, restriction, charge or limitation of any kind, upon Purchaser, or (iv) violate
any applicable law, statute, regulation, rule, ordinance, code, rule or order of any court or Governmental Authority.


 


(d)            Compliance
with Anti-Terrorism, Embargo, Sanctions and Anti-Money Laundering Laws. Purchaser is not currently identified on the OFAC List,
and is not a Person with whom a citizen of the United States is prohibited from engaging in transactions by any trade embargo, economic
sanction, or other prohibition of United States law, regulation, or executive order of the President of the United States.


 


(e)            Litigation.
There are no actions or proceedings pending against or involving Purchaser before any Governmental Authority which in any way
materially and adversely affects Purchaser’s ability to perform under this Agreement or any other Transaction Documents to which
it is a party.


 


(f)            Satisfaction
of Conditions Precedent. From the Effective Date through the Closing Date, Purchaser agrees to use its best efforts to satisfy
all conditions set forth in this Agreement on or prior to the Closing Date.


 


All representations and warranties
of Purchaser made in this Agreement shall be true in all material respects as of the date of this Agreement, shall be deemed to have
been made again at and as of the Closing Date in all material respects to the extent circumstances have not changed and such changes
have been disclosed to Seller in writing, and shall survive Closing for a period of twelve (12) months from the Closing Date.


 


Section 4.03          Conditions
to Purchaser’s Obligation to Purchase. Purchaser’s obligation to close the Transaction
and purchase the Property is expressly conditioned upon each of the following conditions being satisfied prior to or at the Closing:


 


(a)            Performance
by Seller. Timely performance of each obligation, covenant, and delivery required of Seller.


 


(b)            Accuracy
of Representations. All of Seller’s representations and warranties contained in or made pursuant to this Agreement shall
be true and correct in all material respects as of the Closing Date to the extent circumstances have not changed and such changes have
been disclosed to Purchaser, and Seller shall have complied in all material respects with all of Seller’s covenants and agreements
contained in or made pursuant to this Agreement to be complied with by Seller prior to Closing, except for failures to be so true and
correct or to comply as would not in the aggregate be reasonably likely to have a material adverse effect on and as of the Closing Date,
and Seller shall have delivered all of the documents required to be delivered by Seller into escrow with the Title Company as required
hereunder.


 






    12


     


    

 


(c)            Change
in Conditions. If any of the conditions in this Section 4.03 change in a material respect after having been satisfied or
waived by Purchaser before the Closing of this Transaction occurs, then such condition(s) shall be reinstated as if having never
been satisfied or waived by Purchaser, subject to the terms and conditions of this Agreement.


 


(d)            Title
Policy. The Title Company must be irrevocably committed to issuing the Title Policy
at Closing in an amount up to the Purchase Price, subject to Permitted Encumbrances, and otherwise in the form reasonably agreed upon
by Purchaser pursuant to Section 2.01(a), above.


 


(e)            Tenant
Financial Condition. There shall have been no material adverse changes in the Tenant’s financials or operations (which
would reasonably be expected to materially impair Tenant’s ability to perform its material obligations under the Lease Agreement.


 


(f)            No
Litigation. There is no order, stay, injunction or restraining order, or any pending or threatened litigation which, if decided
against Seller or Tenant, (i) would be likely to have a material adverse effect on the business, condition (financial or otherwise),
operations, performance, properties or prospects of the Seller or Tenant, or (ii) would be likely to have a material adverse effect
on (X) the ability of Seller or Tenant to consummate the Transaction, (Y) the ability of Tenant to perform its obligations
under the Lease Agreement, or (Z) Purchaser’s rights and remedies as lessor under the Lease Agreement.


 


(g)            Satisfaction
of Conditions Precedent. Seller shall have used commercially reasonable efforts to satisfy in all material respects the conditions
set forth in this Agreement to be satisfied by Seller on or prior to the Closing Date.


 


(h)            Kentucky
Bond Property. Seller shall have received fee title to the Kentucky Bond Property in the condition required pursuant to the terms
of the Bond Lease from Warren County, Kentucky.


 


The foregoing conditions
contained in this Section 4.03 are solely for the benefit of Purchaser. If any of the foregoing conditions are not satisfied or
approved by Purchaser on or before the Closing Date, Purchaser may, in its sole election, as its sole remedy, either (i) waive the
condition in question and proceed with the purchase of the Property pursuant to all of the other terms of this Agreement and close and
acquire the Property without reduction of the Purchase Price as a result of such failed condition, or (ii) terminate this Agreement,
at which time the Deposit shall be returned to Purchaser and this Agreement will have no further force or effect, and the parties will
have no further obligations to each other except as expressly provided herein.


 


Section 4.04          Conditions
to Seller’s Obligation to Sell. Seller’s obligation to close the Transaction and
sell the Property is expressly conditioned upon each of the following conditions being satisfied prior to or at the Closing


 






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(a)            Performance
by Purchaser. Timely performance of each obligation, covenant, and delivery required of Purchaser.


 


(b)            Accuracy
of Representations. All of Purchaser’s representations and warranties contained in or made pursuant to this Agreement shall
have been true and correct in all material respects at the Closing Date to the extent circumstances have not changed and such changes
have been disclosed to Seller, and Purchaser shall have complied in all material respects with all of Purchaser’s covenants and
agreements contained in or made pursuant to this Agreement to be complied with by Purchaser prior to Closing, except for failures to
be so true and correct or to comply as would not in the aggregate be reasonably likely to have a material adverse effect on and as of
the Closing Date, and Purchaser shall have delivered all of the documents required to be delivered by Purchaser into escrow with the
Title Company as required hereunder.


 


(c)            Payment
of Purchase Price. Payment of the Purchase Price (less the Due Diligence Expenses to be reimbursed to Purchaser as provided in
this Agreement) at the Closing in the manner provided in this Agreement.


 


(d)            Satisfaction
of Conditions Precedent. Purchaser shall have used commercially reasonable efforts to satisfy in all material respects the conditions
set forth in this Agreement to be satisfied by Purchaser on or prior to the Closing Date.


 


The conditions set forth
in this Section 4.04 are solely for the benefit of Seller and may be waived by Seller only, in writing, in Seller’s sole discretion.
If one or more of the conditions in this Section 4.04 are not satisfied as of the Closing, then Seller may elect to terminate this
Agreement and the Deposit, the Seller Documents, the Survey, the Title Commitment and the Reports promptly shall be delivered to Seller,
at which time this Agreement will have no further force or effect, and the parties will have no further obligations to each other except
as expressly provided herein.


 


ARTICLE V

CLOSING DELIVERIES


 


Section 5.01          Seller’s
Closing Deliveries. On or before Closing, Seller or Tenant or their affiliates, as appropriate,
shall deliver to the Title Company the following items:


 


(i)            The
Deeds, pursuant to which all of Seller’s right, title and interest in and to the Real Property is conveyed to Purchaser, free and
clear of all liens (including Environmental Liens), restrictions, encroachments and easements, except the Permitted Encumbrances, in
the forms attached as Exhibit D-1 and Exhibit D-2 hereto (the “Deed”);


 


(ii)           Such
documents evidencing the authority of Seller or Tenant to execute the applicable Transaction Documents, legal status and good standing
of Sellers and Tenant that may be reasonably required by the Title Company for issuance of the Title Policy, including, without limitation,
certificates of good standing;


 


(iii)          Fully
executed originals of (A) the Lease Agreement, together with fully executed originals of a memoranda thereof (the “Memoranda
of Lease”), and (B) all of the other Transaction Documents;


 






    14


     


    

 


(iv)          Certificates
evidencing the insurance coverage, limits and policies to be carried by Tenant under and pursuant to the terms of the Lease Agreement,
on the forms and containing the information required under the Lease Agreement (“Lease Proof of Insurance”);


 


(v)           A
duly executed affidavit from Seller stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment
in Real Property Tax Act of 1980 and 1984 Tax Reform Act, in the form attached hereto as Exhibit E (“Non-Foreign
Seller Certificate”);


 


(vi)          The
SNDA (as defined below);


 


(vii)         Closing
settlement statement to reflect the credits, prorations, and adjustments contemplated by or specifically provided for in this Agreement;


 


(viii)        All
documents required to be delivered by Seller under this Agreement and the other Transaction Documents; and


 


(ix)           Such
further documents as reasonably may be required by Seller or the Title Company in order to fully and legally close this Transaction.


 


Section 5.02          Purchaser’s
Closing Deliveries.  On or before Closing, Purchaser shall have delivered to the Title Company:


 


(i)            The
Purchase Price, less the Due Diligence Expenses that have not already been paid by Seller;


 


(ii)           Fully
executed originals of all Transaction Documents, including without limitation, the Lease Agreement and the Memoranda of Lease;


 


(iii)          If
Purchaser will obtain a loan and place a mortgage on the Property at Closing, a subordination, non-disturbance and attornment agreement
in form set forth in the Lease (the “SNDA”);


 


(iv)          Closing
settlement statement to reflect the credits, prorations, and adjustments contemplated by or specifically provided for in this Agreement;
and


 


(v)           Such
further documents as may reasonably be required by Purchaser in order to fully and legally close this Transaction.


 


ARTICLE VI

DEFAULTS; REMEDIES


 


Section 6.01          Seller’s
Default. Each of the following shall be deemed an event of default by Seller (each, a “Seller
Default”):


 


(a)            If
any representation or warranty of Seller set forth in this Agreement or any other Transaction Document is false in any material respect,
and Seller does not cure such breach within three (3) Business Days of Seller’s receipt of written notice of such failure;
provided, however, if any such failure cannot reasonably be cured within such three (3) Business Day period and Seller is diligently
pursuing a cure of such breach, then Seller shall have a reasonable period to cure such failure beyond such three (3) Business Day
period, which period shall in no event exceed thirty (30) days after receiving notice of such failure from Purchaser; or


 






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(b)            If
Seller fails to convey the Property to Purchaser on the Closing Date in breach of its obligations to do so under this Agreement; or


 


(c)            If
Seller fails to keep or perform any of the terms or provisions of this Agreement in any material respect, and does not cure such failure
within three (3) Business Days of Seller’s receipt of written notice of such failure; provided, however, if any such failure
cannot reasonably be cured within such three (3) Business Day period and Seller is diligently pursuing a cure of such failure, then
Seller shall have a reasonable period to cure such failure beyond such three (3) Business Day period, which period shall in no event
exceed thirty (30) days after receiving notice of such failure from Purchaser.


 


Section 6.02          Remedies.
In the event of any Seller Default, Purchaser shall be entitled to exercise, at its option,
one of the following sole and exclusive remedies:


 


(a)            Purchaser
may terminate this Agreement by giving written notice to Seller within the earlier of the Closing Date or ten (10) Business Days
after Purchaser becomes aware of the Seller Default, in which event the Deposit shall be returned to Purchaser and Seller shall pay to
Purchaser such amount to satisfy all of Purchaser’s third-party costs and expenses incurred in reliance on this Agreement, including,
without limitation, its due diligence costs (to the extent not directly paid by Seller) and Purchaser’s reasonable out-of-pocket
attorneys’ fees and costs, not to exceed an aggregate amount of One Hundred Thousand Dollars ($100,000), and neither party shall
have any further obligation or liability, except for the obligations set forth herein which are expressly stated to survive termination
of this Agreement; or


 


(b)            Purchaser
may waive the Seller Default and promptly proceed with the Closing, without any abatement or reduction in the Purchase Price; or


 


(c)            If
available, Purchaser may specifically enforce the performance of this Agreement by filing an action for specific performance of Seller's
express obligations hereunder, without abatement of, credit against, or reduction in the Purchase Price, provided that any action for
specific performance shall be commenced within sixty (60) days of Seller Default. Notwithstanding the foregoing, in the event that the
remedy of specific performance is unavailable to Purchaser due to actions of Seller, then Purchaser shall be entitled to pursue all available
rights and remedies at law or in equity.


 


Section 6.03          Purchaser’s
Default. Each of the following shall be deemed an event of default by Purchaser (each, a “Purchaser
Default”):


 


(a)            If
any representation or warranty of Purchaser set forth in this Agreement or any other Transaction Document is false in any material respect
or if Purchaser renders any false statement;


 


(b)            If
Purchaser fails to consummate the Transaction on the Closing Date in breach of its obligations to do so under this Agreement; or


 






    16


     


    

 


(c)            If
Purchaser fails to keep or perform any of the terms or provisions of this Agreement in any material respect at or prior to the Closing
Date and does not cure such failure within three (3) Business Days of Purchaser’s receipt of written notice of such failure;
provided, however, if any such failure cannot reasonably be cured within such three (3) Business Day period, such failure or default
is not a monetary default (i.e., a failure to pay any sum owed by Purchaser under this Agreement), and Purchaser is diligently pursuing
a cure of such non-monetary failure, then Purchaser shall have a reasonable period to cure such failure beyond such three (3) Business
Day period, which period shall in no event exceed thirty (30) days after receiving notice of such failure from Seller. In no event shall
the three (3) Business Day cure period be extended to cure any monetary default.


 


Section 6.04          Seller
Remedies. In the event of any Purchaser Default, Seller, as its sole and exclusive remedy, may
terminate this Agreement by giving written notice to Purchaser, in which event the Deposit shall be delivered by the Title Company to
Seller, as liquidated damages and in satisfaction of all of Seller’s costs and expenses incurred in reliance on this Agreement.
Notwithstanding anything to the contrary in this Agreement, in no event shall Purchaser be liable to Seller for any consequential, indirect,
speculative or punitive damages under this Agreement.


 


ARTICLE VII

MISCELLANEOUS


 


Section 7.01          Transaction
Characterization. The parties intend the Lease Agreement to be a true lease and not a transaction
creating a financing lease, capital lease, equitable mortgage, mortgage, deed of trust, security interest or other financing arrangement,
and the economic realities of the Lease Agreement are those of a true lease.


 


Section 7.02          Risk
of Loss.


 


(a)            Condemnation.
If, prior to Closing, action is threatened in writing or initiated to take any portion of any Property, by eminent domain proceedings
or by deed in lieu thereof, either Seller or Purchaser may elect at or prior to Closing, to terminate this Agreement, in which event
the Deposit shall be returned to Purchaser and the Seller and Purchaser shall be relieved and discharged of any further liability or
obligation under this Agreement, except as otherwise expressly set forth herein (including without limitation, the payment of Due Diligence
Expenses and the other expenses as set forth in Section 1.05). If neither party elects to terminate this Agreement pursuant to the
previous sentence, the parties shall proceed to close without any modification of the Purchase Price and divide the condemnation proceeds
in a manner acceptable to Seller and Purchaser.


 


(b)            Casualty.
Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other
casualty or cause until the Closing has been consummated. If any portion of any Property suffers any damage prior to the Closing from
fire or other casualty that exceeds twenty percent (20%) of the Purchase Price allocated to the damaged Property, Purchaser may elect
at or prior to Closing, to (i) terminate this Agreement, in which event the Deposit, if previously paid, shall be returned to Purchaser
and the Seller and Purchaser shall be relieved and discharged of any further liability or obligation under this Agreement, except as
otherwise expressly set forth herein, or (ii) consummate the Closing, in which event all of Seller’s right, title and interest
in and to the proceeds of any insurance covering damage to the improvements on the applicable Property shall be assigned to Purchaser
at Closing (to be applied to restoration pursuant to the terms of the Lease Agreement), and Purchaser shall be entitled to a credit in
the amount of Seller’s deductible at Closing.


 






    17


     


    

 


(c)            Maintenance
of Property and Insurance. From the Effective Date until Closing, Seller shall continue to maintain the Real Property in the
same or similar condition as maintained as of the Effective Date, ordinary wear and tear excepted, and shall continue to maintain its
insurance for the Property in the same or greater amounts, with the same or greater coverage, and subject to the same deductibles as
in existence as of the Effective Date.


 


Section 7.03          Notices.
All notices, demands, designations, certificates, requests, offers, consents, approvals, appointments
and other instruments given pursuant to this Agreement (collectively called “Notices”) shall be in writing and given
by (a) hand delivery, (b) express overnight delivery service by a reputable courier, or certified or registered mail, return
receipt requested, or (d) electronic mail with confirmation from recipient of receipt, and shall be deemed to have been delivered
upon (i) receipt, if hand delivered, (ii) the next Business Day, if delivered by a reputable express overnight delivery service,
(iii) the third Business Day following the day of deposit of such notice with the United States Postal Service, if sent by certified
or registered mail, return receipt requested, or (iv) upon confirmation of receipt of an email so long as the email was delivered
before 5:00 pm Pacific Time. Notices shall be provided to the parties and addresses specified below:


 


	If
    to Seller:	c/o iMedia Brands, Inc.

    6740 Shady Oak
    Road

    Eden Prairie,
    MN 55344

    Attn: Tim Peterman

    Telephone: (952)
    943-6158

    Email: tpeterman@imediabrands.com

     

	With a copy to:
	c/o iMedia Brands, Inc.

    6740 Shady Oak
    Road

    Eden Prairie,
    MN 55344

    Attn: Alex Wasserburger

    Telephone: (952)
    943-6517

    Email: awasserburger@imediabrands.com

     

	With
    a copy to:	Faegre Drinker
    Biddle & Reath LLP

    2200 Wells Fargo
    Center

    90 South 7th
    Street

    Minneapolis, MN
    55402

    Attn: Allen Wheeler

    Telephone: (612)
    766-8282

    Email: allen.wheeler@faegredrinker.com

     

	If
    to Purchaser:	PONTUS NET LEASE
    ADVISORS, LLC

    Attn: Scott Stokas

    875 Prospect Street,
    Suite 303

    La Jolla, CA 92037

    Phone: (858) 345-4544

    Email: sstokas@pontuscapital.com

     








    18


     


    

 


	With
    a copy to:	Foley &
    Lardner LLP

    301 E. Pine Street,
    Suite 1200

    Orlando, Florida
    32801

    Attn: Pamela M.
    Brown, Esq.

    Telephone: (407)244-3271

    Email: pbrown@foley.com

     






or to such other address or such other Person
as either party may from time to time hereafter specify to the other party in a notice delivered in the manner provided above. Whenever
in this Agreement the giving of Notice is required, the giving thereof may be waived in writing at any time by the Person or Persons
entitled to receive such Notice.


 


A copy of any Notice delivered
pursuant to this Section shall also contemporaneously be delivered in the manner herein specified to any mortgagee or assignee of
Purchaser’s interest which shall have duly notified Seller in writing of its name and address.


 


Section 7.04          Assignment.
Purchaser may assign its rights under this Agreement to an affiliate in whole or in part at
any time; provided that no such assignment or transfer shall release the transferring Purchaser from its obligations hereunder.


 


Section 7.05          Brokerage
Commission. Each of the parties represents and warrants to the other that neither party
has dealt with, negotiated through or communicated with any broker in connection with this Transaction except for B. Riley Real Estate
(“Broker”), who shall be paid by Seller pursuant to a separate agreement between Seller and Broker. Each party shall
indemnify, defend and hold harmless the other party from and against any and all claims, loss, costs and expenses, including reasonable
attorneys’ fees, resulting from any claims that may be made against the indemnified party by any broker claiming a commission or
fee by, through or under such indemnifying party. The parties’ respective obligations under this Section 7.05 shall survive
Closing or termination of this Agreement.


 


Section 7.06          Reporting
Requirements. The parties agree to comply with any and all reporting requirements applicable
to the Transaction which are set forth in any law, statute, ordinance, rule, regulation, order or determination of any Governmental Authority,
and further agree upon request, to furnish the other party with evidence of such compliance.


 


Section 7.07          Disclosures.
Except as expressly set forth in Section 7.22 and this Section 7.07 and as required
by law or judicial action, prior to Closing neither Seller nor Purchaser will make any public disclosure of this Agreement or the other
Transaction Documents, the Transaction or the provisions of the Transaction Documents without the prior consent of the other party hereto.
The parties further agree that, notwithstanding any provision contained in this Agreement, any party (and each employee, representative
or other agent of any party) may disclose to any and all Persons, without limitation of any kind, any matter required under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. The foregoing shall not limit Seller from disclosing information
regarding the Transaction contemplated herein and in the Transaction Documents on a strictly confidential basis to contractors, directors,
officers, Affiliates, employees, attorneys, accountants, consultants, prospective lenders, and advisors who are directly involved in
the performances required under this Agreement, investors and potential investors, and except as is necessary to comply with applicable
law, required by court or administrative agency order, or is regarding information already in the public domain.






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Section 7.08          Time
is of the Essence. The parties hereto expressly agree that time is of the essence with respect
to this Agreement.


 


Section 7.09          Non-Business
Days. If the Closing Date or the date for delivery of a notice or performance of some other
obligation of a party falls on a Saturday, Sunday or legal holiday in the state in which the Property is located, then the Closing Date
or such notice or performance shall be postponed until the next Business Day.


 


Section 7.10          Waiver
and Amendment. No provision of this Agreement shall be deemed waived or amended except by a
written instrument unambiguously setting forth the matter waived or amended and signed by the party against which enforcement of such
waiver or amendment is sought. Waiver of any matter shall not be deemed a waiver of the same or any other matter on any future occasion.


 


Section 7.11          Limited
Liability.


 


(a)            Purchaser’s
Liability. Notwithstanding anything to the contrary provided in this Agreement, it is specifically understood and agreed that
(a) there shall be absolutely no personal liability on the part of any director, officer, manager, member, employee or agent of
Purchaser with respect to any of the terms, covenants and conditions of this Agreement, (b) Seller waives all claims, demands and
causes of action against Purchaser’s directors, officers, managers, members, employees and agents in the event of any breach by
Purchaser of any of the terms, covenants and conditions of this Agreement to be performed by Purchaser, and (c) Seller shall be
limited to those remedies set forth in Section 6.04 in the event of any breach by Purchaser of any of the terms, covenants and conditions
of this Agreement to be performed by Purchaser, such exculpation of liability to be absolute and without any exception whatsoever.


 


(b)            Seller’s
Liability. Notwithstanding anything to the contrary provided in this Agreement, it is specifically understood and agreed that
(a) there shall be absolutely no personal liability on the part of any director, officer, manager, member, employee or agent of
Seller and its Affiliates or subsidiaries or other entity which, directly or indirectly, controls, or is controlled by, or is also controlled
by the same entity having a controlling interest in Seller with respect to any of the terms, covenants and conditions of this Agreement,
(b) Purchaser waives all claims, demands and causes of action against the directors, officers, managers, members, employees and
agents of Seller and its Affiliates or subsidiaries or other entity which, directly or indirectly, controls, or is controlled by, or
is also controlled by the same entity having a controlling interest in Seller in the event of any breach by Seller of any of the terms,
covenants and conditions of this Agreement to be performed by Seller, and (c) Purchaser shall be limited to those remedies set forth
in Section 6.02 in the event of any breach by Seller of any of the terms, covenants and conditions of this Agreement to be performed
by Seller, such exculpation of liability to be absolute and without any exception whatsoever.


 


Section 7.12          Headings;
Internal References. The headings of the various sections and exhibits of this Agreement have
been inserted for reference only and shall not to any extent have the effect of modifying the express terms and provisions of this Agreement.
Unless stated to the contrary, any references to any section, subsection, exhibit and the like contained herein are to the respective
section, subsection, exhibit and the like of this Agreement.


 






    20


     


    

 


Section 7.13          Construction
Generally. This is an agreement between parties who are experienced in sophisticated and complex
matters similar to the Transaction and the other Transaction Documents, is entered into by both parties in reliance upon the economic
and legal bargains contained herein and therein, and shall be interpreted and construed in a fair and impartial manner without regard
to such factors as the party which prepared the instrument, the relative bargaining powers of the parties or the domicile of any party.
Seller and Purchaser were each represented by legal counsel competent in advising them of their obligations and liabilities hereunder.


 


Section 7.14          Further
Assurances. Each of the parties agrees, whenever and as often as reasonably requested so to
do by the other party, or the Title Company, to execute, acknowledge, and deliver, or cause to be executed, acknowledged, or delivered,
any and all such further conveyances, assignments, confirmations, satisfactions, releases, instruments, or other documents as may be
necessary, expedient or proper, in order to complete any and all conveyances, transfers, sales and assignments herein provided and to
do any and all other acts and to execute, acknowledge and deliver any and all documents as so reasonably requested in order to carry
out the intent and purpose of this Agreement, in each case pursuant to the terms of this Agreement.


 


Section 7.15          Attorneys’
Fees. In the event of any controversy, claim, dispute, or proceeding between the parties concerning
this Agreement, the prevailing party shall be entitled to recover all of its reasonable attorneys’ fees and other costs, in addition
to any other relief to which it may be entitled.


 


Section 7.16          Entire
Agreement. This Agreement, all other Transaction Documents and all other certificates, instruments
or agreements to be delivered hereunder and thereunder constitute the entire agreement between the parties with respect to the subject
matter hereof, and there are no other representations, warranties or agreements, written or oral, between Seller and Purchaser with respect
to the subject matter of this Agreement. Notwithstanding anything in this Agreement to the contrary, upon the execution and delivery
of this Agreement by Seller and Purchaser, (a) this Agreement shall supersede any previous discussions, letters of intent, agreements
and/or term or commitment letters relating to the Transaction, including without limitation, the Letter of Intent, any and all agreements
related to exclusivity, non-competition, non-solicitation of employees, non-solicitation or pursuit of any business opportunity represented
by the Transaction, or any other term or condition which restricts any business activity of Purchaser or its Affiliates, (b) the
terms and conditions of this Agreement shall control notwithstanding that such terms are inconsistent with or vary from those set forth
in any of the foregoing agreements, and (c) this Agreement may only be amended by a written agreement executed by Purchaser and
Seller. The provisions of this Section 7.16 shall survive the Closing.


 


Section 7.17          Forum
Selection; Jurisdiction; Venue. For purposes of any action or proceeding arising out of this
Agreement, the parties hereto expressly submit to the jurisdiction of all federal and state courts located in the State of California,
County of Los Angeles. Each of Seller and Purchaser consent that it may be served with any process or paper by registered mail or by
personal service within or without the State of California, County of Los Angeles in accordance with applicable law. Furthermore, each
of Seller and Purchaser waive and agree not to assert in any such action, suit or proceeding that it is not personally subject to the
jurisdiction of such courts, that the action, suit or proceeding is brought in an inconvenient forum or that venue of the action, suit
or proceeding is improper.


 






    21


     


    




 


Section 7.18          Severability;
Binding Effect; Governing Law. Each provision hereof shall be separate and independent, and
the breach of any provision by Purchaser or Seller shall not discharge or relieve the other from any of its obligations hereunder. Each
provision hereof shall be valid and shall be enforceable to the extent not prohibited by law. If any provision hereof or the application
thereof to any Person or circumstance shall to any extent be invalid or unenforceable, the remaining provisions hereof, or the application
of such provision to Persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby.
Subject to the provisions of Section 7.04, all provisions contained in this Agreement shall be binding upon, inure to the benefit
of and be enforceable by the successors and assigns of each party hereto, including, without limitation, any United States trustee, any
debtor-in-possession or any trustee appointed from a private panel, in each case to the same extent as if each successor and assign were
named as a party hereto. This Agreement shall be governed by, and construed with, the laws of the State of California, without giving
effect to any state’s conflict of laws principles.


 


Section 7.19          Waiver
of Jury Trial and Certain Damages. THE PARTIES HERETO SHALL AND THEY HEREBY DO KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES
HERETO AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT AND/OR ANY CLAIM OR INJURY
OR DAMAGE RELATED THERETO. EACH OF SELLER AND PURCHASER FURTHER WAIVE THE RIGHT IT MAY HAVE TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL
AND INDIRECT DAMAGES FROM THE OTHER IN ANY ACTION, PROCEEDING OR COUNTERCLAIM WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT AND/OR ANY DOCUMENT CONTEMPLATED HEREIN OR RELATED HERETO.


 


Section 7.20          1031
Exchange. Purchaser and Seller agree that any party may elect to structure the conveyance of
the Property as an exchange pursuant to Section 1031 of the Code. If such an exchange is elected by such party (the “Electing
Party”), the Electing Party will assume all costs and expenses, including attorneys’ fees, incurred in connection with
such election to structure the transaction as an exchange in accordance with Section 1031 of the Code. Seller and Purchaser agree
that, at the request of the Electing Party, each will execute such agreements and other documents as may be necessary, in the reasonable
opinion of respective counsel for the parties, to complete and otherwise effectuate any exchange in accordance with Section 1031
of the Code. The Electing Party agrees that it will indemnify and hold the other party(ies) harmless in connection with any actual loss,
cost or damages suffered by such other party concerning or arising out of such exchange or deferred exchange, which indemnification shall
survive the closing hereof. Purchaser and Seller acknowledge and confirm that the terms and provisions of this Section shall apply
to any “reverse exchange” made or undertaken by either party pursuant to I.R.S. Rev. Proc. 2000-37 (or any other term or
provision of the Code or any regulations promulgated thereunder), as well as any other exchange made pursuant to Section 1031 of
the Code.


 


Section 7.21          Exclusivity.
On the Effective Date and through January 7, 2023, Seller shall not initiate, solicit, entertain, negotiate, accept or discuss,
directly or indirectly, any proposal or offer, oral or written, from any prospective sale-leaseback providers or any other person or
party for the purchase, lease, license or occupancy of the Property; provided that this Section 7.21 shall not prohibit Tenant from
securing asset-based financing that will not interfere with the transaction contemplated herein, it being understood that such financing
may include leasehold financing related to Tenant’s interest under the Lease and any of Tenant’s personal property under
the Lease.


 






    22


     


    

 


Section 7.22          Confidentiality.
This Agreement is entered into by the Purchaser and Seller on the condition, and subject to the covenants, that Purchaser shall not disclose
the existence of (i) this Agreement and its terms, (ii) any information contained in the Seller Documents or any other documentation
provided by Seller or Tenant to Purchaser in connection with this Agreement, or (iii) identified by Purchaser as a result of the
Investigations of the Property, to any person, except on a strictly confidential basis to their contractors, directors, officers, Affiliates,
employees, attorneys, accountants, consultants, prospective lenders, and advisors who are directly involved in the performances required
under this Agreement, investors and potential investors, and except as is necessary to comply with applicable law, required by court
or administrative agency order, or is regarding information already in the public domain. The parties shall not make, and shall use their
best efforts to ensure that the foregoing third parties do not make, any public announcement of this Agreement without the prior consent
of Purchaser and Seller, which consent may be withheld by either party in its sole and absolute discretion, unless such public announcement
is necessary to comply with applicable law, required by court or administrative agency order, or is information already in the public
domain.


 


Section 7.23          Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original, and all such counterparts shall be deemed to constitute one and the same instrument and may be evidenced by facsimile, PDF
format or similarly-imaged pages.


 


Section 7.24          Exhibits
Incorporated By Reference. All exhibits attached to this Agreement are incorporated herein by
reference.


 


Section 7.25          State
Specific Laws.


 


(a)            Minnesota.
Without limiting the choice of law provision set forth in Section 7.17, the following provisions shall apply to the extent that
the laws of the State of Minnesota govern the interpretation or enforcement of this Agreement with respect to any Property located in
such state, as determined by a court of competent jurisdiction:


 


(i)            Wells.
Seller does not know of any “well” (as defined in Minnesota Statutes § 103I.005, Subd. 21) located about the Minnesota
Property. Seller has delivered to Purchaser the well disclosure statement required pursuant to Minnesota Statutes § 103I.235, Subd.
1(a).


 


(ii)           Individual
Sewer System. There is no “subsurface sewage treatment system” (as defined in Minnesota Statutes § 115.55, Subd. 1(h))
located about the Minnesota Property. Seller has delivered to Purchaser the individual sewage treatment system disclosure statement required
pursuant to Minnesota Statutes § 115.55, Subd. 6.


 


(iii)          Methamphetamine.
To Seller’s knowledge, no methamphetamine production has occurred on the Minnesota Property.


 






    23


     


    

 


(b)            Kentucky.
Without limiting the choice of law provision set forth in Section 7.17, the following provisions shall apply to the extent that
the laws of the Commonwealth of Kentucky govern the interpretation or enforcement of this Agreement with respect to any Property located
in such state, as determined by a court of competent jurisdiction:


 


(i)            None.


 


[Remainder of page intentionally left
blank; signature page(s) to follow]


 






    24


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed and delivered as of the date first set forth above.


 


	 	PURCHASER:
	 	 	 
	 	PONTUS NET LEASE ADVISORS, LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	/s/ Michael
    Press
	 	Name:	Michael Press
	 	Title:	President



  






    S-1


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed and delivered as of the date first set forth above.


 


	 	SELLER:
	 	 	 
	 	EP Properties, LLC, a Minnesota
    limited liability company
	 	 	 
	 	By:	/s/ Tim Peterman
	 	Name:	Tim Peterman
	 	Title:	CEO
	 	 	 
	 	 	 
	 	VVI Fulfillment Center, Inc.,
    a Minnesota corporation
	 	 	 
	 	By:	/s/ Tim Peterman
	 	Name:	Tim Peterman
	 	Title:	CEO



 






    S-2


     


    




 


Schedule A: Defined Terms


Schedule B: Real Property Removal


 


Exhibits:


 


	A:	The Real Property
	A-1:	Depiction of Minnesota Property and Seller Retained
    Parcel
	B:	Intentionally Omitted
	C.	Due Diligence Documents
	D-1.	Form Minnesota Deed
	D-2.	Form of Kentucky Deed
	E:	Non-Foreign Seller Certificate



 


List of Exhibits






    


     


    

 


SCHEDULE A


 


DEFINED TERMS


 


To the extent not expressly
defined in the body of this Agreement, the following terms shall have the following meanings for all purposes of this Agreement:


 


“Additional Title
Objection” has the meaning set forth in Section 2.01(d)(ii).


 


“Affiliate”
or any derivation thereof, means any Person which directly or indirectly controls, is under common control with, or is controlled by
any other Person. For purposes of this definition, “controls”, “under common control with” and “controlled
by” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies
of such Person, whether through ownership of voting securities or otherwise.


 


“Business Day”
means a day on which banks located in Los Angeles, California are not required or authorized to remain closed.


 


“Closing”
shall have the meaning set forth in Section 3.01.


 


“Closing Date”
means the date specified as the closing date in Section 3.01.


 


“Due Diligence Expenses”
has the meaning set forth in Section 1.05.


 


“Effective Date”
has the meaning set forth in the introductory paragraph of this Agreement.


 


“Environmental Liens”
means all Liens (excluding Permitted Encumbrances) imposed on the Property pursuant to any Hazardous Materials Law, except for such deed
restrictions and institutional controls utilized in connection with any required remediation of Hazardous Materials at the Property.


 


“Governmental Authority”
means the United States of America, any state or other political subdivision thereof, any other entity exercising executive, judicial,
regulatory or administrative functions of or pertaining to government and any corporation or other entity owned or controlled (through
stock or capital ownership or otherwise) by any of the foregoing.


 


“Hazardous Materials”
includes: (a) oil, petroleum products, flammable substances, explosives, radioactive materials, hazardous wastes or substances,
toxic wastes or substances or any other materials, contaminants or pollutants defined as or included in the definition of “hazardous
substances”, “hazardous wastes”, “hazardous materials”, “toxic substances”, “contaminants”,
 “pollutants”, or words of similar import under any applicable local, state or federal law or under the regulations adopted,
orders issued, or publications promulgated pursuant thereto, including, but not limited to: (i) the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §9601, et seq.; (ii) the Hazardous Materials
Transportation Act, as amended, 49 U.S.C. §1801, et seq.; (iii) the Resource Conservation and Recovery Act, as amended,
42 U.S.C. §6901, et seq.; and (iv) regulations adopted and publications promulgated pursuant to the aforesaid laws;
and (b) asbestos in any form which is or could become friable, urea formaldehyde foam insulation, and polychlorinated biphenyls.


 


SCHEDULE A






    


     


    

 


“Hazardous Materials
Laws” includes any and all federal, state and local laws, rules, regulations, statutes, and requirements pertaining or relating
to the environmental condition of the Property or to Hazardous Materials.


 


“Insolvency Event”
means (a) a Person’s (i) failure to generally pay its debts as such debts become due; (ii) admitting in writing
its inability to pay its debts generally; or (iii) making a general assignment for the benefit of creditors; (b) any proceeding
being instituted by or against any Person (i) seeking to adjudicate it a bankrupt or insolvent; (ii) seeking liquidation, winding
up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy,
insolvency, or reorganization or relief of debtors; or (iii) seeking the entry of an order for relief or the appointment of a receiver,
trustee, or other similar official for it or for any substantial part of its property, and in the case of any such proceeding instituted
against any such Person, either such proceeding shall remain undismissed for a period of 120 days or any of the actions sought in
such proceeding shall occur; or (c) any Person taking any corporate or other formal action to authorize any of the actions set forth
above in this definition.


 


“Inspection Period”
means the time period commencing on the Effective Date and ending at 5:00 Pacific Time on the fortieth (40th) day after the Effective
Date.


 


“Inspections”
has the meaning set forth in Section 2.03.


 


“Lease Agreement”
has the meaning set forth in Section 1.03.


 


“Lease Proof of
Insurance” has the meaning set forth in Section 5.01.


 


“Legal Requirements”
shall mean “all applicable federal, state, county, municipal, local, or other laws, statutes, codes, ordinances, rules, and regulations.”.


 


“Letter of Intent”
means that certain Letter of Intent dated November 8, 2022 between Purchaser and iMedia Brands, Inc., with respect to the
Transaction, and any amendments or supplements thereto.


 


“Lien”
means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference, priority
or other security agreement or preferential arrangement of any kind or nature whatsoever (including without limitation, any conditional
sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and
the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction).


 


“Losses”
means any and all claims, lawsuits, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations,
debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, interest, charges, fees, expenses, judgments, decrees,
awards, amounts paid in settlement and damages of whatever kind or nature (including, without limitation, attorneys’ fees, court
costs and costs incurred in the investigation, defense and settlement of claims).


 


“Memoranda of Lease”
has the meaning set forth in Section 5.01(a)(iii).


 


SCHEDULE A






    


     


    

 


“Net Proceeds”
means the Purchase Price less any costs, expenses, prorations, Due Diligence Expenses, and other fees and expenses required to be paid
by Seller in connection with the Transaction.


 


“Non-Foreign Seller
Certificate” has the meaning set forth in Section 5.01(a)(vi).


 


“Notices”
has the meaning set forth in Section 7.03.


 


“Notice to Close”
means Purchaser’s written notice to Seller that the Inspection Period has ended, Purchaser has concluded the Property is suitable,
the Purchaser is paying the Deposit within three (3) business days following its delivery of the Notice to Close and Purchaser is
affirmatively moving to Closing as provided in this Agreement.


 


“OFAC List”
means the list of specially designated nationals and blocked Persons subject to financial sanctions that is maintained by the U.S. Treasury
Department, Office of Foreign Assets Control and any other similar list maintained by the U.S. Treasury Department, Office of Foreign
Assets Control pursuant to any Legal Requirements, including, without limitation, trade embargo, economic sanctions, or other prohibitions
imposed by Executive Order of the President of the United States. The OFAC List currently is accessible through the internet website
www.treas.gov/ofac/t11sdn.pdf.


 


“Permitted Encumbrances”
means (a) the lien of any real estate taxes not yet due and payable; (b) those recorded easements, restrictions, liens and
encumbrances and survey matters that have been determined to be Permitted Encumbrances pursuant to Section 2.01(d); and (c) the
Lease Agreement.


 


“Person”
means any natural person, firm, corporation, partnership, limited liability company, other entity, state, political subdivision of any
state, the United States of America, any agency or instrumentality of the United States of America, any other public body or other organization
or association.


 


“Property”
has the meaning set forth in Section 1.01.


 


“Purchase Price”
means the amount specified in Section 1.02.


 


“Purchaser Default”
has the meaning set forth in Section 6.03.


 


“Regulated Substances”
means “petroleum” and “petroleum-based substances” or any similar terms described or defined in any Hazardous
Materials Laws and any applicable federal, state, county or local laws applicable to or regulating USTs.


 


“Reports”
has the meaning set forth in Section 2.03.


 


“Seller Default”
has the meaning set forth in Section 6.01.


 


“Seller Documents”
has the meaning set forth in Section 2.02.


 


“Seller Entity”
or “Seller Entities” means individually or collectively, as the context may require, Seller, Tenant and any Affiliate
of Seller or Tenant.


 


SCHEDULE A






    


     


    

 


“Seller’s
Retained Property” has the meaning set forth in Section 1.01.


 


“Tenant”
means iMedia Brands, Inc.


 


“Title Commitment”
has the meaning set forth in Section 2.01(a).


 


“Title Company”
shall mean First American Title Insurance Company (New York office) located at 666 Third Avenue, 5th Floor, New York, New York 10017,
Attention: Jed Levine.


 


“Title Objection”
has the meaning set forth in Section 2.01(d)(i).


 


“Title Policy”
has the meaning set forth in Section 2.01(a).


 


“Transaction”
has the meaning set forth in Section 1.01.


 


“Transaction Documents”
means the Lease Agreement, the Memoranda of Lease, the Deed, the Non-Foreign Seller Certificate, any and all documents referenced herein
and therein, and such other documents, payments, instruments and certificates as are reasonably required by the Title Company.


 


“UST Regulations”
means 40 C.F.R. § 298 Subpart H – Financial Responsibility, or any equivalent state law, with respect to petroleum
underground storage tanks (as such term is defined under 40 C.F.R. § 290.12 or any equivalent state law).


 


“USTs”
means any underground storage tank systems that are regulated by UST Regulations.


 


SCHEDULE A






    


     


    

 


EXHIBIT A


 


THE REAL PROPERTY


 


1.            Kentucky
Owned Property


 


BEING LOT 1 OF "SUBDIVISION REVISION OF
LOTS 1 & 2 OF THE LEON TARTER & GARLAND REEVES PROPERTY SUBDIVISION" AS SHOWN OF RECORD IN PLAT BOOK 42, PAGES
27-29, IN THE WARREN COUNTY CLERK'S OFFICE, WARREN COUNTY, KENTUCKY. 

  

BEING A PORTION OF THE SAME PROPERTY CONVEYED TO VVI FULFILLMENT CENTER, INC., A MINNESOTA CORPORATION FROM DSC VENTURE 100, A KENTUCKY
PARTNERSHIP, BY DEED DATED DECEMBER 11, 1996 AND OF RECORD IN DEED BOOK 736, PAGE 262, IN THE WARREN COUNTY CLERK'S OFFICE; AND,
BEING A PORTION OF THE SAME PROPERTY CONVEYED TO VVI FULFILLMENT CENTER, INC., A MINNESOTA CORPORATION FROM LEON TARTER AND GARLAND
REEVES, A KENTUCKY PARTNERSHIP, AND RHEA K REEVES, WIFE OF GARLAND REEVES, BY DEED DATED DECEMBER 11, 1996 AND OF RECORD IN DEED BOOK
736, PAGE 258, IN THE WARREN COUNTY CLERK'S OFFICE.


 


2.            Kentucky
Leased Property


 


BEING LOT 1-1 OF "SUBDIVISION REVISION OF
LOTS 1 & 2 OF THE LEON TARTER & GARLAND REEVES PROPERTY SUBDIVISION" AS SHOWN OF RECORD IN PLAT BOOK 42, PAGES
27-29, IN THE WARREN COUNTY CLERK'S OFFICE, WARREN COUNTY, KENTUCKY. 

  

BEING THE SAME PROPERTY CONVEYED TO WARREN COUNTY, KENTUCKY FROM VVI FULFILLMENT CENTER, INC., A MINNESOTA CORPORATION BY DEED DATED
DECEMBER 1, 2014, AND OF RECORD IN DEED BOOK 1088, PAGE 37, IN THE WARREN COUNTY CLERK’S OFFICE.


 


3.            Minnesota
Property


 


Real property in the City of Eden Prairie, County of Hennepin, State
of Minnesota, described as follows:


 


Lot 1, Block 1, Shady Oak Industrial Park Third
Addition, according to the recorded plat thereof, Hennepin County Minnesota; except that part of Lot 1, Block 1, Shady Oak Industrial
Park Third Addition which lies westerly of Line 1 described below:


 


Line 1. Commencing at the southeast corner of
said Lot 1, Block 1, SHADY OAK INDUSTRIAL PARK THIRD ADDITION; thence westerly along the south line of said Lot 1 on an azimuth of 273
degrees 14 minutes 16 seconds for 254.31 feet to the point of beginning of Line 1 to be described; thence on an azimuth of 345 degrees
06 minutes 52 seconds for 190.55 feet; thence on an azimuth of 349 degrees 49 minutes 38 seconds for 509.12 feet to a point hereinafter
referred to as Point "A"; thence on an azimuth of 350 degrees 37 minutes 54 seconds for 133.00 feet to the northwest line of
said Lot 1 and there terminating.


 


(abstract property)