Exhibit 10.3


 


MERGER AND CONTRIBUTION AGREEMENT


 


by and among


 


WESTERN CAPITAL RESOURCES, INC.,


 


WCRS RESTORERS ACQUISITION CO., 


 


RESTORERS ACQUISITION, INC.,


 


J&P PARK ACQUISITIONS, INC.,


 


J&P REAL ESTATE, LLC,


 


THE STOCKHOLDERS OF J&P PARK ACQUISITIONS,
INC.,


 


and


 


THE MEMBERS OF J&P REAL ESTATE,


 


Dated as of June 9, 2015


 



    	 



    	 



    

 


	 	 	 	 	 
	TABLE OF CONTENTS
	 	 	 	 	 
	Article 1. DESCRIPTION OF THE MERGER	 	2
	 	1.1	Merger of Merger Sub with and into Restorers	 	2
	 	1.2	Closing; Effective Time	 	2
	 	1.3	Certificate of Incorporation and Bylaws	 	2
	 	1.4	Conversion of Shares	 	2
	 	1.5	Closing of the Transfer Books	 	3
	 	1.6	Reservation of Parent Shares	 	3
	 	1.7	Tax Consequences	 	3
	 	1.8	Further Action	 	3
	 	 	 	 	 
	Article 2. DESCRIPTION OF THE CONTRIBUTION	 	4
	 	2.1	Contribution	 	4
	 	2.2	Contribution Consideration	 	4
	 	2.3	Reservation of Parent Shares	 	4
	 	2.4	Tax Consequences	 	4
	 	 	 	 	 
	Article 3. REPRESENTATIONS AND WARRANTIES OF THE TARGET COMPANIES AND OWNERS	 	4
	 	3.1	Due Organization	 	4
	 	3.2	Authority; Binding Nature of Agreement	 	4
	 	3.3	Capitalization	 	5
	 	3.4	Financial Statements	 	6
	 	3.5	Absence of Undisclosed Liabilities	 	6
	 	3.6	Absence of Changes	 	7
	 	3.7	Title to Assets	 	7
	 	3.8	Loans	 	7
	 	3.9	Real Property; Leasehold	 	7
	 	3.10	Intellectual Property	 	8
	 	3.11	Contracts and Commitments; No Default	 	8
	 	3.12	Compliance with Legal Requirements	 	9
	 	3.13	Governmental Authorizations	 	9
	 	3.14	Tax Matters	 	9
	 	3.15	Employee and Labor Matters; Benefit Plans	 	10
	 	3.16	Environmental Matters	 	11
	 	3.17	Legal Proceedings; Orders	 	12
	 	3.18	Reserved	 	12
	 	3.19	Non-Contravention; Consents	 	12
	 	3.20	Financial Advisor	 	12
	 	3.21	Disclosure	 	12
	 	 	 	 	 
	Article 4. REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBS	 	13
	 	4.1	Subsidiaries; Due Organization	 	13
	 	4.2	Authority; Binding Nature of Agreement	 	13
	 	4.3	Capitalization	 	13
	 	4.4	SEC Filings; Financial Statements	 	14
	 	4.5	Absence of Undisclosed Liabilities	 	16
	 	4.6	Absence of Changes	 	16
	 	4.7	Title to Assets	 	16
	 	4.8	Loans	 	16



 



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	 	4.9	Real Property; Leasehold	 	16
	 	4.10	Intellectual Property	 	17
	 	4.11	Contracts and Commitments; No Default	 	17
	 	4.12	Compliance with Legal Requirements	 	17
	 	4.13	Governmental Authorizations	 	17
	 	4.14	Tax Matters	 	17
	 	4.15	Employee and Labor Matters; Benefit Plans	 	18
	 	4.16	Environmental Matters	 	19
	 	4.17	Legal Proceedings; Orders	 	19
	 	4.18	No Vote Required	 	20
	 	4.19	Non-Contravention; Consents	 	20
	 	4.20	Financial Advisor	 	20
	 	4.21	Disclosure	 	20
	 	4.22	Merger Sub	 	21
	 	4.23	Valid Issuance	 	21
	 	 	 	 	 
	Article 5. CERTAIN COVENANTS OF THE PARTIES	 	21
	 	5.1	Access and Investigation	 	21
	 	5.2	Operation of the Business of the Target Companies	 	21
	 	5.3	Operation of the Business of the Parent Entities	 	22
	 	 	 	 	 
	Article 6. ADDITIONAL COVENANTS OF THE PARTIES	 	22
	 	6.1	Exemption from Registration	 	22
	 	6.2	Regulatory Approvals and Related Matters	 	23
	 	6.3	Disclosure	 	23
	 	6.4	Takeover Statutes	 	23
	 	6.5	Indemnification	 	23
	 	6.6	Delivery of Revised Disclosure Schedules; Due Diligence Period	 	24
	 	6.7	Supplement to Disclosure Schedules	 	25
	 	6.8	Management Agreement	 	26
	 	 	 	 	 
	Article 7. CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB	 	26
	 	7.1	Accuracy of Representations	 	26
	 	7.2	Performance of Covenants	 	26
	 	7.3	Approval	 	26
	 	7.4	Documents	 	26
	 	7.5	Approvals and Consents	 	26
	 	7.6	No Target Company Material Adverse Effect	 	26
	 	7.7	No Restraints	 	27
	 	7.8	Securities Matters	 	27
	 	7.9	Fairness Opinion	 	27
	 	 	 	 	 
	Article 8. CONDITIONS PRECEDENT TO OBLIGATION OF RESTORERS AND OWNERS	 	27
	 	8.1	Accuracy of Representations	 	27
	 	8.2	Performance of Covenants	 	27
	 	8.3	Approval of Parent as Sole Stockholder of Merger Sub	 	27
	 	8.4	Documents	 	27
	 	8.5	Consents and Approvals	 	27
	 	8.6	No Parent Material Adverse Effect	 	27
	 	8.7	No Restraints	 	27



 



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	 	8.8	Fairness Opinion	 	28
	 	 	 	 	 
	Article 9. TERMINATION	 	28
	 	9.1	Termination	 	28
	 	9.2	Effect of Termination	 	29
	 	9.3	Expenses	 	29
	 	 	 	 	 
	Article 10. GENERAL PROVISIONS	 	29
	 	10.1	Survival of Representations and Warranties and Covenants	 	29
	 	10.2	Amendment	 	29
	 	10.3	Waiver	 	29
	 	10.4	Entire Agreement; Counterparts; Exchanges by Facsimile or Electronic Delivery	 	30
	 	10.5	Applicable Law; Remedies	 	30
	 	10.6	Attorneys’ Fees	 	30
	 	10.7	Assignability	 	30
	 	10.8	Notices	 	30
	 	10.9	Severability	 	31





 


EXHIBITS





	Exhibit A — Certain Definitions	 	A-1



 





 



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MERGER AND
CONTRIBUTION AGREEMENT


 


THIS MERGER AND
CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of June 9, 2014, by and among
Western Capital Resources, Inc., a Minnesota corporation (“Parent”), WCRS Restorers Acquisition Co.,
a Delaware corporation and wholly owned subsidiary of the Parent (“Merger Sub”), Restorers Acquisition,
Inc., a Delaware corporation (“Restorers”), J&P Park Acquisitions, Inc., a Delaware corporation (“J&P
Park”), J&P Real Estate, LLC, a Delaware limited liability company (“J&P Real Estate”),
and the stockholders of J&P Park and the members of J&P Real Estate, each as identified as such on Schedule 2.1
and the signature pages hereto (collectively, the “Owners”). Capitalized terms not otherwise defined
in this Agreement shall have the respective meanings ascribed to them in Exhibit A.


 


RECITALS


 


A.          Parent,
Merger Sub and Restorers intend to effect a merger of Merger Sub with and into Restorers in accordance with, and subject to, the
terms and conditions of this Agreement, the Certificate of Merger in a form to be mutually agreed upon by the parties (the “Certificate
of Merger”) and the DGCL (the “Merger”). Upon consummation of the Merger, Merger Sub will
cease to exist, and Restorers will become a wholly owned subsidiary of Parent.


 


B.          The
Owners own all of the issued and outstanding shares of common stock of J&P Park (such shares, the “J&P Park
Shares”), which represent all of the issued and outstanding shares of J&P Park and (ii) all of the issued and
outstanding membership units (of all classes) of J&P Real Estate (such units, the “J&P Real Estate Units”),
which represent all of the issued and outstanding membership interests of J&P Real Estate, in respective amounts set forth
next to each Owner’s name on Schedule 2.1. The Owners intend, subject to the terms and conditions of this Agreement,
to contribute the J&P Park Shares and the J&P Real Estate Units to Parent in exchange for a number of Parent Shares (the
“Contribution”). Upon consummation of the Contribution, each of J&P Park and J&P Real Estate
will become wholly owned subsidiaries of Parent.


 


C.          For
United States federal income tax purposes (and, where applicable, state and local income tax purposes): (i) the parties intend
that the Merger will qualify as a reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code, and
that this Agreement be, and is hereby adopted as, a plan of reorganization for purposes of Sections 354 and 361 of the Code; and
(ii) the parties intend that the Contribution will qualify as a tax-free contribution to the capital of a corporation under Section
351 of the Code.


 


D.          The
respective Boards of Directors, Managers or similar governing body of Parent, Merger Sub, J&P Park, J&P Real Estate, Restorers,
and the Owners who are not natural persons, have each duly approved and declared advisable this Agreement, the Merger, the Contribution
and the other Contemplated Transactions to which they are a party.


 


E.          Parent,
Merger Sub, J&P Park, J&P Real Estate, Restorers, and the Owners desire to make certain representations, warranties, covenants
and agreements in connection with the Merger and Contribution, and to prescribe certain conditions to the Merger and the Contribution
(as applicable), as set forth in this Agreement. 


 



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AGREEMENT


 


In consideration of
the foregoing and the representations, warranties, covenants and agreements set forth herein, the parties to this Agreement, intending
to be legally bound, hereby agree as follows:



 


Article
1.

DESCRIPTION OF THE MERGER


 


1.1       Merger
of Merger Sub with and into Restorers.


 


(a)        General.
Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.2), Merger
Sub shall be merged with and into Restorers. At the Effective Time, the separate existence of Merger Sub shall cease and Restorers
shall continue as the surviving corporation in the Merger (the “Surviving Corporation”) and become a
wholly owned subsidiary of Parent.


 


(b)        Effects
of Merger. The Merger shall have the effects set forth in this Agreement, the Certificate of Merger and the applicable provisions
of the DGCL. At the Effective Time, all Restorers’ and Merger Sub’s property, rights, privileges, powers and franchises
will vest in the Surviving Corporation, and all debts, liabilities and duties of Restorers and Merger Sub will become the Surviving
Corporation’s debts, liabilities, and duties.


 


1.2       Closing;
Effective Time. The consummation of the Merger (the “Closing”) shall take place at the law offices
of Maslon LLP, legal counsel to Parent, or at such other time and place as mutually agreed upon by Parent, Restorers and the Owners,
including by electronic transmission and release of executed closing documents, on a date to be designated jointly by Parent,
Restorers and the Owners, which shall be no later than the third business day after the satisfaction or waiver of the last to
be satisfied or waived of the conditions set forth in Article 7 and Article 8 (other than the conditions that, by their nature,
are to be satisfied at the Closing, but subject to the satisfaction or waiver of each such condition). The date on which the Closing
actually takes place is referred to as the “Closing Date.” The applicable parties shall cause the Merger
to become consummated and effective on the Closing Date by the filing of the Certificate of Merger with the Delaware Secretary
of State in such form as is agreed to by Parent and Restorers and as required by, and executed and acknowledged in accordance
with, the DGCL. The term “Effective Time” shall be the date and time when the filing of the Certificate
of Merger becomes effective or at such later time on the Closing Date as may be designated jointly by Parent and Restorers and
specified in the Certificate of Merger.


 


1.3       Certificate
of Incorporation and Bylaws. At the Effective Time, the Certificate of Incorporation and Bylaws of Restorers shall be the
Certificate of Incorporation and Bylaws of the Surviving Corporation.


 


1.4       Conversion
of Shares.


 


(a)        Merger.
At the Effective Time, by virtue of the Merger and without any further action on the part of the parties:


 


(i)        each
Restorers Share that is issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive
the number of shares of validly issued, fully paid and non-assessable Parent Shares equal to the Per Share Merger Consideration,
subject to adjustment as provided in Sections 1.4(b) and 1.4(c).


 


(ii)       all
issued and outstanding Restorers Shares as of the Effective Time shall cease to be outstanding, shall automatically be cancelled
and shall cease to exist, and the holders of such Restorers Shares (immediately prior to the Effective Time) shall cease to have
any rights with respect thereto, except the right to receive the Per Share Merger Consideration; and


 



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(iii)      each
share of common stock of Merger Sub outstanding immediately prior to the Effective Time shall be converted into one share of common
stock of the Surviving Corporation, which shall represent the only outstanding share of common stock of the Surviving Corporation
immediately after the Effective Time.


 


(b)        Recapitalizations.
If, during the period from the date of this Agreement through the Effective Time, any of the outstanding Restorers Shares or Parent
Shares are changed into a different number or class of shares by reason of any reorganization, reclassification or recapitalization
(e.g., any stock, division or subdivision of shares, stock dividend, reverse stock, consolidation of shares, or other similar transaction),
or a record date with respect to any such event shall occur during such period, then the Merger Exchange Ratio shall, to the extent
it does not so adjust by its terms, be adjusted to the extent appropriate to provide the same economic effect as contemplated by
this Agreement prior to such action.


 


(c)        No
Fractional Shares. No fractional Parent Shares shall be issued to a holder of Restorers Shares in connection with the Merger,
and no certificates or scrip for any such fractional shares shall be issued. For any such fractional interest that may occur, the
fractional amount of any Per Share Merger Consideration shall be rounded up or down to the nearest whole Parent Share (with even
halves being rounded up).


 


(d)        Issuance
of Shares. On the Closing Date, the Parent shall cause the issuance to the holders of Restorers Shares immediately prior to
the Effective Time of that number of Parent Shares representing the aggregate Per Share Merger Consideration that the holders of
Restorers Shares are entitled to receive, each in the amounts set forth on Schedule 1.4(d), in accordance with Section 1.4(a)(i).


 


1.5       Closing
of the Transfer Books. At the Effective Time: (i) all Restorers Shares outstanding immediately prior to the Effective Time
shall automatically be canceled and retired and shall cease to exist, and the holders of Restorers Shares immediately prior to
the Effective Time shall cease to have any rights as stockholders of Restorers, except the right to receive the Per Share Merger
Consideration; and (ii) the transfer books of Restorers shall be closed with respect to all Restorers Shares outstanding immediately
prior to the Effective Time. No further transfer of any Restorers Shares shall be made on such stock transfer books after the
Effective Time.


 


1.6       Reservation
of Parent Shares. Prior to the Closing, the Parent Board shall reserve for issuance a sufficient number of Parent Shares for
the purpose of issuing the Aggregate Merger Consideration.


 


1.7       Tax
Consequences. It is intended that, for U.S. federal income tax purposes, the Merger will qualify as a reorganization within
the meaning of Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code, and that this Agreement be, and is hereby adopted as, a plan
of reorganization for purposes of Sections 354 and 361 of the Code.


 


1.8       Further
Action. Prior to the Effective Time, and subject to the terms and conditions set forth in this Agreement, the parties shall
take or cause to be taken all such actions as may be necessary or appropriate in order to effectuate, as expeditiously as reasonably
practicable, the Merger. If, at any time after the Effective Time, any further action is determined by Parent or the Surviving
Corporation to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with
full right, title and possession of and to all rights and property of Merger Sub and Restorers, then the directors and officers
of the Surviving Corporation are hereby fully authorized (in the name of Merger Sub or Restorers, as applicable, and otherwise)
to take such action.


 



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Article
2.

DESCRIPTION OF THE CONTRIBUTION


 


2.1       Contribution.
Upon the terms and subject to the conditions set forth in this Agreement, at Closing (as defined in Section 1.2), the Owners shall
contribute and assign to Parent (pursuant to assignment and conveyance instruments in customary form reasonably acceptable to
Parent), each in the amounts set forth on Schedule 2.1, the J&P Park Shares and the J&P Real Estate Units. At the Closing,
the transfer of the J&P Park Shares and the J&P Real Estate Units shall be registered on the books of J&P Park and
J&P Real Estate, as applicable, and each of J&P Park and J&P Real Estate shall thereupon become a wholly owned subsidiary
of Parent.


 


2.2       Contribution
Consideration. On the Closing Date, the Parent shall cause the issuance to each Owner of that number of Parent Shares representing
the Per Share Contribution Consideration that such Owner is entitled to receive as set forth on Schedule 2.2, in exchange for
and upon delivery of such Owner’s assignment of all of its J&P Park Shares and J&P Real Estate Units.


 


2.3       Reservation
of Parent Shares. Prior to the Closing, the Parent Board shall reserve for issuance a sufficient number of Parent Shares constituting
the Aggregate Contribution Consideration.


 


2.4       Tax
Consequences. It is intended that, for U.S. federal income tax purposes, the Contribution will qualify as a tax-free contribution
to the capital of Parent under Section 351 of the Code.


 


Article
3.

REPRESENTATIONS AND WARRANTIES OF THE TARGET COMPANIES AND OWNERS


 


Each Target Company
and each Owner hereby severally and solely with respect to such Target Company or Owner (as applicable), represents and warrants
to Parent and Merger Sub, as follows:


 


3.1       Due
Organization.


 


(a)        Such
Target Company is duly organized, validly existing and in good standing (or equivalent status) under the Legal Requirements of
the jurisdiction of its incorporation or formation and has the requisite corporate (or similar) power and authority: (i) to conduct
its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner
in which its assets are currently owned and used.


 


(b)        Such
Target Company (in jurisdictions that recognize the following concepts) is qualified to do business as a foreign limited liability
company or other foreign Entity, and is in good standing (or equivalent status), under the Legal Requirements in each jurisdiction
where the nature of the business conducted by it requires such qualification, except for jurisdictions in which the failure to
be so qualified, individually or in the aggregate, would not have a Target Company Material Adverse Effect.


 


(c)        Such
Target Company does not own any capital stock of, or any equity interest of any nature in, any other Entity.


 


3.2       Authority;
Binding Nature of Agreement. Such Target Company or Owner that is not a natural person has the corporate or limited liability
company power (as applicable) and authority to enter into, deliver and perform their obligations under this Agreement. The stockholders
of Restorers have, or will have prior to the Effective Time, authorized and approved the execution, delivery and performance of
this Agreement by Restorers and the Contemplated Transactions. Assuming the due authorization, execution and delivery of this
Agreement by Parent and Merger Sub, this Agreement constitutes the legal, valid and binding obligation of such Target Company
or Owner, enforceable against such Target Company or Owner in accordance with its terms, except as such enforceability may be
limited by: (i) the Legal Requirements of general application relating to bankruptcy, insolvency, fraudulent transfer, moratorium,
or the rights of debtors’ and creditors’ rights generally; and (ii) the Legal Requirements governing specific performance,
injunctive relief and general principals of equity.


 



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3.3       Capitalization.
Except as set forth on Part 3.3 of the Target Company Disclosure Schedule:


 


(a)        J&P
Park.


 


(i)        All
of the outstanding J&P Park Shares have been duly authorized and validly issued, are fully paid and non-assessable and were
issued free of preemptive rights. There is no Contract relating to the voting or registration of, or restricting any Person from
purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any J&P
Park Shares. All outstanding J&P Park Shares have been issued in compliance in all material respects with applicable federal
and state securities laws and regulations. J&P Park represents and warrants that the Owners identified on Schedule 2.1
as owing J&P Park Shares own all of the issued and outstanding J&P Park Shares. Each such Owner represents and warrants
that, at the Closing, such Owner will transfer good and marketable title to its J&P Park Shares, free and clear of all Liens.


 


(ii)       There
are no outstanding (i) securities convertible into or exchangeable for J&P Park Shares, (ii) options, warrants, calls or other
rights to purchase or subscribe for J&P Park Shares or (iii) Contracts of any kind to which J&P Park Shares are subject
or bound and requiring the issuance after the date of this Agreement of (A) any J&P Park Shares, (B) any convertible or exchangeable
security of the type referred to in clause (i), or (C) any options, warrants, calls or rights of the type referred to in clause
(ii).


 


(b)        Restorers.


 


(i)        All
of the outstanding Restorers Shares have been duly authorized and validly issued, are fully paid and non-assessable and were issued
free of preemptive rights. There is no Contract relating to the voting or registration of, or restricting any Person from purchasing,
selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Restorers Shares.
All outstanding Restorers Shares have been issued in compliance in all material respects with applicable federal and state securities
laws and regulations.


 


(ii)       There
are no outstanding (i) securities convertible into or exchangeable for Restorers Shares, (ii) options, warrants, calls or other
rights to purchase or subscribe for Restorers Shares or (iii) Contracts of any kind to which Restorers Shares are subject or bound
and requiring the issuance after the date of this Agreement of (A) any Restorers Shares, (B) any convertible or exchangeable security
of the type referred to in clause (i), or (C) any options, warrants, calls or rights of the type referred to in clause (ii).


 


(c)        J&P
Real Estate.


 


(i)        All
of the outstanding J&P Real Estate Units have been duly authorized and validly issued, are fully paid and non-assessable and
were issued free of preemptive rights. There is no Contract relating to the voting or registration of, or restricting any Person
from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any
J&P Real Estate Units. All outstanding J&P Real Estate Units have been issued in compliance in all material respects with
applicable federal and state securities laws and regulations. J&P Real Estate represents and warrants that the Owners identified
on Schedule 2.1 as owing J&P Real Estate Units own all of the issued and outstanding J&P Real Estate Units. Each
such Owner represents and warrants that, at the Closing, such Owner will transfer good and marketable title to its J&P Real
Estate Units, free and clear of all Liens.


 



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(ii)       There
are no outstanding (i) securities convertible into or exchangeable for J&P Real Estate Units, (ii) options, warrants, calls
or other rights to purchase or subscribe for J&P Real Estate Units or (iii) Contracts of any kind to which J&P Real Estate
Units are subject or bound and requiring the issuance after the date of this Agreement of (A) any J&P Real Estate Units, (B)
any convertible or exchangeable security of the type referred to in clause (i), or (C) any options, warrants, calls or rights of
the type referred to in clause (ii).


 


3.4       Financial
Statements.


 


(a)        Such
Target Company has delivered to Parent accurate and complete copies of its financial statements, including balance sheets and income
statements (collectively, the “Financial Statements”), as follows:


 


(i)        J&P
Park and J&P Real Estate: the combined audited financial statements, including balance sheets and income statements, for
the fiscal years ended December 31, 2013 and December 31, 2014, and the combined unaudited financial statements, including balance
sheets and income statements, of J&P Park and J&P Real Estate for the period from January 1, 2015 through April 30, 2015.
The combined J&P Park and J&P Real Estate unaudited balance sheet at April 30, 2015 shall be referred to herein as the
“J&P Latest Balance Sheet.”


 


(ii)       Restorers:
the audited financial statements, including balance sheets and income statements, for the fiscal years ended December 31, 2013
and December 31, 2014, and the unaudited financial statements, including balance sheets and income statements, of Restorers for
the period from January 1, 2015 through April 30, 2015. The Restorers unaudited balance sheet at April 30, 2015 shall be referred
to herein as the “Restorers Latest Balance Sheet.”


 


(b)        Each
Target Company represents that its above-referenced financial statements comprising the “Financial Statements”
(i) were prepared in accordance with GAAP consistently applied during the periods covered, except, in each case (1) as may be indicated
in such Financial Statements and (2) in the case of any Financial Statements which are unaudited, such financial statements may
not contain footnotes and are subject to year-end adjustments normal in nature and amount, and (3) as set forth in Part 3.4 of
the Target Company Disclosure Schedule; and (ii) fairly present, in all material respects, the financial position of such Target
Company(ies) as of the respective dates thereof and the results of operations and cash flows of such Target Company(ies) for the
periods covered thereby (subject to the exceptions set forth in Section 3.4(b)(i)(1) through (3)).


 


3.5       Absence
of Undisclosed Liabilities. Such Target Company does not have any material liabilities that would be required to be reflected
on a statement of financial condition or notes thereto prepared in accordance with GAAP, other than: (a) liabilities that are
set forth in the applicable Financial Statements for the fiscal year ended December 31, 2014 or in the applicable Target Company
Latest Balance Sheet or are not otherwise required to be reflected thereon pursuant to GAAP; (b) liabilities that are set forth
in Part 3.5 of the Target Company Disclosure Schedule; (c) liabilities incurred in the ordinary course of business since the date
of the applicable Target Company Latest Balance Sheet and consistent with past practice; (d) liabilities incurred in connection
with the transactions contemplated by this Agreement; or (e) liabilities for executory obligations to be performed after the Closing
under the Contracts described in Part 3.11 of the Target Company Disclosure Schedule.


 



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3.6       Absence
of Changes. Except as set forth in Part 3.6 of the Target Company Disclosure Schedule, since the date of the applicable Target
Company Latest Balance Sheet, (a) such Target Company has conducted its business in the ordinary course of business and consistent
with past practice and (b) there has not been any Target Company Material Adverse Effect, and no event has occurred or circumstance
has arisen that, would reasonably be expected to have or result in a Target Company Material Adverse Effect.


 


3.7       Title
to Assets. Each Target Company has good and valid title to, all material assets purported to be owned by it, including: (a)
all assets reflected on the applicable Target Company Latest Balance Sheet (except for inventory sold, used or otherwise disposed
of in the ordinary course of business since the date of the applicable Target Company Latest Balance Sheet); and (b) all other
material assets reflected in the books and records of such Target Company as being owned by it. All of said assets are owned by
the Target Company free and clear of any Encumbrances, except for: (i) any Encumbrance for current Taxes not yet due or payable,
or being contested in good faith by appropriate proceeding and for which reserves have been established in accordance with GAAP;
(ii) any Encumbrance of mechanics’, carriers’, workers’, repairers’ and similar statutory Encumbrances
arising or incurred in the ordinary course of business for amounts not yet due or payable, or being contested in good faith by
appropriate proceeding and for which reserves have been established in accordance with GAAP; (iii) Encumbrances (including zoning
restrictions, title imperfections, survey exceptions, easements, rights of way, licenses, rights, appurtenances and similar Encumbrances)
that do not (in any case or in the aggregate) materially detract from the value of the assets subject thereto or materially impair
the use of such assets; (iv) Encumbrances as reflected on the applicable Financial Statements; or (v) Encumbrances described in
Part 3.7 of the Target Company Disclosure Schedule (collectively, the “Target Company Permitted Encumbrances”).
Such Target Company is the lessee of, and holds valid leasehold interests in, all real and personal property purported to have
been leased by it that are material to such Target Company’s respective business.


 


3.8       Loans.
Part 3.8 of the Target Company Disclosure Schedule contains an accurate and complete list as of the date of this Agreement of
all outstanding loans and advances made by such Target Company to any of their respective directors, managers, officers or employees.


 


3.9       Real
Property; Leasehold.


 


(a)        Agreements
Affecting Real Property.


 


(i)        Neither
J&P Park nor Restorers owns any real property. Part 3.9(a) of the Target Company Disclosure Schedule sets forth the street
address and legal description of each location where J&P Real Estate currently owns real property (the “Target
Company Real Property”). Except as set forth on Part 3.9(a) of the Target Company Disclosure Schedule, there are
no lessees, tenants, licensees or parties in possession of the Target Company Real Property (other than such Target Company). Except
as set forth on Part 3.9(a) of the Target Company Disclosure Schedule, there are no management, maintenance or service contracts,
leases, licenses, purchase agreements, purchase options, rights of first refusal, or similar rights with respect to the Target
Company Real Property, or any part thereof, or other unrecorded agreements or understandings affecting the Target Company Real
Property.


 


(ii)       J&P
Real Estate has good and marketable and insurable record title to the Target Company Real Property owned by it, free and clear
of any and all liens and liabilities other than Target Company Permitted Encumbrances.


 



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(iii)      There
are no unrecorded conditions, restrictions, obligations or agreements that adversely affect the Target Company Real Property and
no ordinance or Legal Proceeding is now before any local Governmental Body that either contemplates or authorizes any public improvements
or special tax levies, and there has been no public improvements constructed, the cost of which may be assessed against the Target
Company Real Property.


 


(iv)       There
is no Legal Proceeding of any kind pending or threatened against J&P Real Estate that will affect any portion of the Target
Company Real Property, including any proceedings by expropriation or by transfer in lieu thereof. J&P Real Estate is not in
violation nor has it received notice of any potential violation of any Law affecting the Target Company Real Property. All labor
or material furnished to the Target Company Real Property has been fully paid for or will be fully paid for prior to the Closing
Date, and no Lien related to labor or materials rendered can be asserted against the Target Company Real Property.


 


(v)        J&P
Real Estate is not in default concerning any of its liabilities regarding any Target Company Real Property owned by it. J&P
Real Estate has not received notice of actual or threatened reduction or curtailment of any utility service now supplied or proposed
to be supplied to the Target Company Real Property owned by it.


 


(vi)       Part
3.9(a) of the Target Company Disclosure Schedule describes any real estate appraisals, surveys, title reports and environmental
reports related to the real estate owned by J&P Real Estate, copies of which documentation J&P Real Estate shall have delivered
or made available to Parent at least ten days prior to the Closing.


 


(b)        Part
3.9(b) of the Target Company Disclosure Schedule sets forth an accurate and complete list of each lease pursuant to which such
Target Company leases real property from any other Person for annual rent payments in excess of $100,000 (collectively, the “Target
Company Leased Real Property”). Part 3.9(b) of the Target Company Disclosure Schedule contains an accurate
and complete list of all subleases, occupancy agreements and other Target Company Contracts granting to any Person (other than
such Target Company) a right of use or occupancy of any of the Target Company Leased Real Property. Except as set forth in the
leases or subleases identified in Part 3.9(b) of the Target Company Disclosure Schedule, there is no Person in possession of any
Target Company Leased Real Property. Except as set forth on Part 3.9(b) of the Target Company Disclosure Schedule, since December
31, 2014, the Target Company has not received any written notice (or, to the Target Company’s Knowledge, any other communication,
whether written or otherwise) of a Company default, alleged failure to perform, or any offset or counterclaim with respect to any
Target Company Leased Real Property which has not been fully remedied and/or withdrawn.


 


3.10     Intellectual
Property. Set forth on Part 3.10 of the Target Company Disclosure Schedule is a complete and accurate list of all
Intellectual Property that is owned by such Target Company or that is licensed by such Target Company from a third party
pursuant to an existing Contract, which requires the Target Company to pay annual licensing fees in excess of $100,000.


 


3.11     Contracts
and Commitments; No Default.


 


(a)        Except
as set forth in Part 3.11 of the Target Company Disclosure Schedule, such Target Company is not a party to or bound by any contract,
arrangement, commitment or understanding (whether written or oral) which would be deemed a “material contract” (as
such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) and which is to be performed after the date of this Agreement.


 



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(b)        Each
agreement disclosed pursuant to Part 3.11 of the Target Company Disclosure Schedule (the “Material Target Company Contracts”)
is in full force and effect and a valid and binding obligation of such Target Company and, to such Target Company’s Knowledge,
of each of the other parties thereto, except as such enforceability may be limited by: (i) the Legal Requirements of general application
relating to bankruptcy, insolvency, fraudulent transfer, moratorium, or the rights of debtors’ and creditors’ rights
generally; and (ii) the Legal Requirements governing specific performance, injunctive relief and general principals of equity.
Such Target Company has not received any written notice of any material default under the terms of any Material Target Company
Contract. To such Target Company’s Knowledge, no other party to any Material Target Company Contract is in default or breach
in any material respect under the terms of any such Material Target Company Contract.


 


3.12     Compliance
with Legal Requirements. Such Target Company is, and at all times since December 31, 2014 has been, in compliance in all material
respects with all applicable Legal Requirements applicable to the conduct of the business of such Target Company. Since December
31, 2014, until the date hereof, such Target Company has not received any written notice from any Governmental Body or other Person
regarding any actual or possible violation in any material respect of, or failure to comply in any material respect with, any
Legal Requirement.


 


3.13     Governmental
Authorizations. Such Target Company holds all Governmental Authorizations necessary to enable it to conduct its business in
the manner in which such business is currently being conducted, except where the failure to hold such Governmental Authorizations
would not reasonably be expected to have or result in a Target Company Material Adverse Effect. Since December 31, 2014, such
Target Company has not received any written notice from any Governmental Body regarding: (i) any actual or possible material violation
of or failure to comply in any material respect with any term or requirement of any material Governmental Authorization; or (ii)
any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental
Authorization.


 


3.14     Tax
Matters.


 


(a)        Each
of the material Tax Returns required to be filed by or on behalf of such Target Company with any Governmental Body (the “Target
Company Returns”): (i) has been filed on or before the applicable due date (including any extensions of such due
date); and (ii) has been prepared in all material respects in compliance with all applicable Legal Requirements (except as subsequently
corrected by amended Tax Returns). All Taxes shown on the Target Company Returns, including any amendments, to be due have been
timely paid other than Taxes that are being contested in good faith by appropriate proceedings and for which appropriate reserves
have been established in accordance with GAAP. Such Target Company is the beneficiary of any extension of time within which to
file any Tax Return. There are no outstanding agreements extending or waiving the statutory period of limitations applicable to
any claim for, or the period for the collection or assessment or reassessment of, Taxes due from such Target Company for any taxable
period and no request for any such waiver or extension is currently pending.


 


(b)        Neither
such Target Company nor any Target Company Return is currently under (or since December 31, 2014, has been under) audit by any
Governmental Body and, to such Target Company’s Knowledge, there are no disputes pending, or written claims asserted, for
Taxes or assessments upon such Target Company.


 


(c)        No
claim or Legal Proceeding is pending or, to such Target Company’s Knowledge, has been threatened against or with respect
to such Target Company in respect of any material Tax. There are no Encumbrances for material Taxes upon any of the assets of such
Target Company except Encumbrances for current Taxes not yet due and payable or being contested in good faith by appropriate proceedings
and for which reserves have been established in accordance with GAAP.


 



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(d)        The
Parent has been furnished with accurate and complete copies of all federal and state income Tax Returns of such Target Company
with respect to periods beginning on or after January 1, 2013.


 


(e)        Such
Target Company will not be required to include any item of income in, or exclude any item of deduction from, taxable income for
any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting under
Code Section 481 (or any corresponding or similar provision of state, local or non-U.S. income Tax law) for a taxable period ending
on or prior to the Closing Date; (ii) installment sale or open transaction disposition made on or prior to the Closing Date; or
(iii) prepaid amount received on or prior to the Closing Date.


 


(f)        Since
December 31, 2014, such Target Company has, within the time and in the manner prescribed under applicable Legal Requirements, withheld
and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent
contractor, creditor, shareholder, or other third party, and all Forms W-2 and 1099 required with respect thereto have been properly
completed and timely filed.


 


(g)        Since
December 31, 2014, such Target Company (i) has not been a member of an Affiliated Group filing a consolidated federal income Tax
Return and (ii) has not had any liability for the Taxes of any other Person under Treasury Regulation Section 1.1502-6 (or any
similar provision of state, local, or non-U.S. law), as a transferee or successor, by contract, or otherwise.


 


(h)        Such
Target Company is not and has not been a party to any “listed transaction,” as defined in Code Section 6707A(c)(2)
and Reg. §1.6011-4(b)(2).


 


3.15     Employee
and Labor Matters; Benefit Plans.


 


(a)        Part
3.15(a) of the Target Company Disclosure Schedule sets forth a list of all employment agreements currently in effect with such
Target Company. Such Target Company is not a party to, nor does it have a duty to bargain for, any collective-bargaining agreement
or other Contract with a labor organization or works council representing any of its employees and there are no labor organizations
or works councils representing, purporting to represent or, to such Target Company’s Knowledge, seeking to represent any
employees of such Target Company.


 


(b)        There
is no claim or grievance pending or, to such Target Company’s Knowledge, threatened relating to any employment Contract,
wages and hours, leave of absence, plant closing notification, employment statute or regulation, work rule (together with all policies
and supplements related thereto), privacy right, labor dispute, safety, retaliation, immigration or discrimination matters involving
any Target Company Associate, including charges of unfair labor practices or harassment complaints.


 


(c)        Parent
has been furnished with an accurate and complete list as of the date hereof, of: (i) each Target Company Employee Plan; (ii) each
Target Company Employee Agreement; and (iii) all work rules (together with all policies and supplements related thereto) and employee
manuals and handbooks relating to employees of any Target Company.


 


(d)        Each
Target Company Employee Plan intended to be Tax qualified under applicable Legal Requirements is so Tax qualified, and, to the
Target Company’s Knowledge, no event has occurred and no circumstance or condition exists that could reasonably be expected
to result in the disqualification of any such Target Company Employee Plan.


 



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(e)        Since
December 30, 2014, neither such Target Company, nor any Affiliate of such Target Company, has maintained, established, sponsored,
participated in or contributed to any: (i) Target Company Pension Plan subject to Title IV of ERISA; (ii) “multiemployer
plan” within the meaning of Section (3)(37) of ERISA; or (iii) plan described in Section 413 of the Code. Neither such Target
Company, nor any Affiliate of such Target Company, maintains, sponsors or contributes to any Target Company Employee Plan that
is an employee welfare benefit plan (as such term is defined in Section 3(1) of ERISA) and that is, in whole or in part, self-funded
or self-insured.


 


(f)        Except
as set forth in Part 3.15(f) of the Target Company Disclosure Schedule, such Target Company and each Affiliate of such Target Company:
(i) is, and at all times has been, in compliance in all material respects with any Order or arbitration award of any court, arbitrator
or any Governmental Body respecting employment, employment practices, terms and conditions of employment, wages, hours or other
labor related matters; (ii) has withheld and reported all amounts required by applicable Legal Requirements or by Contract to be
withheld and reported with respect to wages, salaries and other payments to Target Company Associates; (iii) is not liable for
any arrears of wages or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements
applicable of the foregoing; and (iv) is not liable for any payment to any trust or other fund governed by or maintained by or
on behalf of any Governmental Body with respect to unemployment compensation benefits, social security, social charges or other
benefits or obligations for Target Company Associates (other than routine payments to be made in the normal course of business
and consistent with past practice).


 


(g)        With
respect to such Target Company, there is no agreement, plan, arrangement or other Contract covering any Target Company Associate,
and no payments have been made to any Target Company Associate, that, in connection with the Contemplated Transaction, considered
individually or considered collectively with any other such Contracts or payments, will, or could reasonably be expected to, be
characterized as a “parachute payment” within the meaning of Section 280G(b)(2) of the Code or give rise directly or
indirectly to the payment of any amount that would not be deductible pursuant to Section 162(m) of the Code (or any comparable
provision under state or foreign Tax laws). Such Target Company is not a party to nor have any obligation under any Contract to
compensate any Person for excise Taxes payable pursuant to Section 4999 of the Code or for additional Taxes payable pursuant to
Section 409A of the Code.


 


(h)        Such
Target Company is not, to its Knowledge, subject to any restrictions or requirements on the number of employees it must have for
purposes of complying with any Legal Requirements or continuing to obtain grants or tax preferences from any Person.


 


3.16     Environmental
Matters. Such Target Company is and since December 31, 2014 has at all times been in compliance in all material respects with
all applicable environmental laws. Such Target Company has not received any written notice from a Governmental Body that alleges
that such Target Company is not in compliance in any material respect with any applicable environmental law, which non-compliance
has not been cured or for which there is any remaining material liability. Part 3.16 of the Target Company Disclosure Schedule
lists any Phase I environmental reports relating to real estate owned by J&P Real Estate, describes any remediation performed
by J&P Real Estate on any such property, and identifies any hazards, contamination or pollutants known to exist on any such
property and that is presently unremediated.


 



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3.17     Legal
Proceedings; Orders.


 


(a)        Except
as set forth on Part 3.17(a) of the Target Company Disclosure Schedule, there is no pending Legal Proceeding, and, to such Target
Company’s Knowledge, no such Legal Proceeding has been threatened: (i) that involves such Target Company; or (ii) that challenges,
or has the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Contemplated Transactions.


 


(b)        To
such Target Company’s Knowledge, there is no Order to which such Target Company, or any of the assets owned or used by such
Target Company, is subject that, individually or in the aggregate, would have a Target Company Material Adverse Effect. To such
Target Company’s Knowledge, no officer or other key employee of such Target Company is subject to any Order that prohibits
such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of such
Target Company.


 


3.18     Reserved.


 


3.19     Non-Contravention;
Consents. Assuming compliance with the applicable provisions of the DGCL, and except as disclosed on Part 3.19 of the Target
Company Disclosure Schedule, neither the execution and delivery of this Agreement by the Target Companies or the Owners, nor the
consummation of the Merger or the Contribution or any of the other Contemplated Transactions, will (with or without notice or
lapse of time): (a) contravene, conflict with or result in a violation of any of the provisions of the certificate of formation
or certificate of incorporation (as applicable), limited liability company agreement or bylaws (as applicable) or other charter
or organizational documents of such Target Company; or (b) assuming that the requisite consents, approvals and filings in connection
with the Contemplated Transactions are duly obtained and/or made, (i) constitute a breach or violation of, or a default under,
or give rise to any Encumbrance (other than a Target Company Permitted Encumbrance), any acceleration of remedies or any right
of termination under, any permit or license, or agreement, indenture or instrument of such Target Company or to which such Target
Company or any of its properties is subject or bound, or (ii) violate any Legal Requirement or Order applicable to such Target
Company or any of its properties or assets, except with respect to clauses (b)(i) and (b)(ii), for any such breaches, violations,
defaults or Encumbrances which, individually or in the aggregate, would not have a Target Company Material Adverse Effect.


 


3.20     Financial
Advisor. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in
connection with the Contemplated Transactions based upon arrangements made by or on behalf of any Target Company or the Owners
except as disclosed on Part 3.20 of the Target Company Disclosure Schedule.


 


3.21     Disclosure.
Except for the representations and warranties contained in this Article 3, neither such Target Company nor any other Person on
behalf of such Target Company, nor the Owners or any other Person on behalf of such Owners, makes any other express or implied
representation or warranty with respect to any of the Target Companies or with respect to any other information provided to Parent
or Merger Sub in connection with the Contemplated Transactions. Neither such Target Company nor any other Person will have or
be subject to any liability or indemnification obligation to Parent or Merger Subs, or any other Person, resulting from the distribution
to Parent or Merger Sub, or Parent’s or Merger Sub’s use of, any such information, including any information, documents,
projections, forecasts of other material made available to Parent or Merger Sub in connection with due diligence review of the
Target Companies or management presentations in expectation of the transactions contemplated by this Agreement, unless any such
information is expressly included in a representation or warranty contained in this Article 3. The Target Companies and the Owners
each acknowledge that neither Parent nor Merger Sub make any representations or warranties except for the representations and
warranties contained in Article 4.


 



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Article
4.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBS


 


Parent and Merger Sub
jointly and severally represent and warrant to the Target Companies and the Owners as follows:


 


4.1       Subsidiaries;
Due Organization.


 


(a)        Part
4.1(a) of the Parent Disclosure Schedule identifies each Subsidiary of Parent and indicates its jurisdiction of organization. Neither
Parent nor any of the Subsidiaries identified in Part 4.1(a) of the Parent Disclosure Schedule owns any capital stock of, or any
equity interest of any nature in, any other Entity, other than the Entities identified in Part 4.1(a) of the Parent Disclosure
Schedule. No Subsidiary of Parent has agreed or is obligated to make, or is bound by any Contract under which it may become obligated
to make, any future investment in or capital contribution to any other Entity.


 


(b)        Each
of the Parent Entities is duly organized, validly existing and in good standing (or equivalent status) under the Legal Requirements
of the jurisdiction of its incorporation or formation and has the requisite corporate (or similar) power and authority: (i) to
conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the
manner in which its assets are currently owned and used.


 


(c)        Each
of the Parent Entities (in jurisdictions that recognize the following concepts) is qualified to do business as a foreign corporation
or other foreign Entity, and is in good standing (or equivalent status), under the Legal Requirements in each jurisdiction where
the nature of the business conducted by it requires such qualification, except for jurisdictions in which the failure to be so
qualified, individually or in the aggregate, would not have a Parent Material Adverse Effect.


 


4.2       Authority;
Binding Nature of Agreement. Parent and Merger Sub have the corporate, power and authority to enter into and deliver this
Agreement and to perform their respective obligations under this Agreement. The Parent Board (or independent and disinterested
committee thereof) has: (a) unanimously determined that the Mergers and the Contribution are advisable and in the best interests
of Parent and its shareholders; and (b) unanimously authorized and approved the execution, delivery and performance of this Agreement
by Parent and unanimously approved the Merger and the Contribution. Assuming the due authorization, execution and delivery of
this Agreement by the Target Companies or the Owners, this Agreement constitutes the legal, valid and binding obligation of Parent
and Merger Sub, enforceable against them in accordance with its terms, except as such enforceability may be limited by: (i) the
Legal Requirements of general application relating to bankruptcy, insolvency, fraudulent transfer, moratorium, or the rights of
debtors’ and creditors’ rights generally; and (ii) the Legal Requirements governing specific performance, injunctive
relief and general principles of equity.


 


4.3       Capitalization.


 


(a)        As
of the date of this Agreement, the authorized capital stock of Parent consists of 12,500,000 shares, of which there are 5,997,588
Parent Shares issued and outstanding. All of the outstanding shares of capital stock of Parent have been duly authorized
and validly issued, are fully paid and non-assessable and were issued free of preemptive rights. None of the Parent Entities (other
than Parent) holds any shares of capital stock of Parent or any rights to acquire shares of capital stock of Parent. There is no
Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise
disposing of (or from granting any option or similar right with respect to), any shares of capital stock of Parent or any securities
of any of the Parent Entities. None of the Parent Entities is under any obligation, or is bound by any Contract pursuant to which
it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of Parent or other
securities of the Parent or any of its Subsidiaries.


 



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(b)        All
outstanding Parent Shares have been issued and granted in compliance in all material respects with applicable federal and state
securities laws and regulations.


 


(c)        All
of the outstanding shares of capital stock of each of Parent’s Subsidiaries have been duly authorized and validly issued,
are fully paid and non-assessable and were issued free of preemptive rights and are held by Parent or a wholly owned Subsidiary
of Parent. All of the outstanding shares and all other securities of each of Parent’s Subsidiaries are owned beneficially
and of record by Parent free and clear of any Encumbrances.


 


(d)        There
are outstanding (i) no securities convertible into or exchangeable for Parent Shares, (ii) 65,000 options, warrants, calls or other
rights to purchase or subscribe for Parent Shares and (iii) except as indicated in foregoing clause (ii), no Contracts of any kind
to which Parent is subject or bound requiring the issuance after the date of this Agreement of (A) any Parent Shares, (B) any convertible
or exchangeable security of the type referred to in clause (i) or (C) any options, warrants, calls or rights to purchase or subscribe
for Parent Shares.


 


4.4       SEC
Filings; Financial Statements.


 


(a)        Parent
has made available (or made available on the SEC website) to the Corporations and the Owners accurate and complete copies of all
registration statements, proxy statements, Parent Certifications (as defined below) and other statements, reports, schedules, forms
and other documents filed or furnished by Parent with the SEC since December 31, 2014, including all amendments thereto (collectively,
the “Parent SEC Documents”). Since December 31, 2014, all Parent SEC Documents required to have been
filed by Parent or its officers with the SEC have been so filed on a timely basis under applicable Legal Requirements. None of
Parent’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended
or superseded by a filing prior to the date of this Agreement, then on the date of such filing or, in the case of registration
statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively): (i) each
of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act
or the Exchange Act (as the case may be); and (ii) none of the Parent SEC Documents contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in
the light of the circumstances under which they were made and taking into account the requirements applicable to the respective
Parent SEC Document, not misleading, except to the extent corrected: (A) in the case of Parent SEC Documents filed or furnished
on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing
or furnishing of the applicable amending or superseding Parent SEC Document; and (B) in the case of Parent SEC Documents filed
or furnished after the date of this Agreement that are amended or superseded prior to the Effective Time, by the filing or furnishing
of the applicable amending or superseding Parent SEC Document. As of the date of this Agreement, no executive officer of Parent
has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Sarbanes-Oxley Act
of 2002.


 



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(b)        The
consolidated financial statements of Parent included (or incorporated by reference) in the Parent SEC Reports filed with (but not
furnished to) the SEC, including the related notes (the “Parent Financial Statements”) (i) fairly present
in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated
financial position of the Parent and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set
forth (subject, in the case of unaudited statements, to year-end audit adjustments normal in nature and amount), (ii) complied
as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements
and with the published rules and regulations of the SEC with respect thereto, and (iii) have been prepared in accordance with GAAP
consistently applied during the periods covered thereby, except, in each case, as indicated in such statements or in the notes
thereto.


 


(c)        The
Parent and each of its Subsidiaries maintains a system of “disclosure controls and procedures” (as defined in Rules
13a-15(e) and 15d-15(e) promulgated under the Exchange Act) reasonably designed and maintained to ensure that all information (both
financial and non-financial) required to be disclosed by the Parent in the reports that it files or submits under the Exchange
Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that
such information is accumulated and communicated to the Parent’s management as appropriate to allow timely decisions regarding
required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Parent required
under the Exchange Act with respect to such reports.


 


(d)        Since
December 31, 2014, (i) neither the Parent nor any of its Subsidiaries nor, to the Knowledge of the Parent, any director, officer,
employee, auditor, accountant or representative of the Parent or any of its Subsidiaries, has received or otherwise obtained knowledge
of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices,
procedures, methodologies or methods of the Parent or any of its Subsidiaries or their respective internal accounting controls
relating to periods after December 31, 2014, including any material complaint, allegation, assertion or claim that the Parent or
any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) to the Knowledge of the Parent,
no attorney representing the Parent or any of its Subsidiaries, whether or not employed by the Parent or any of its Subsidiaries,
has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation, relating to periods
after December 31, 2014, by the Parent or any of its officers, directors, employees or agents to the Parent Board or any committee
thereof or to any director or officer of the Parent.


 


(e)        The
Parent and its Subsidiaries maintain internal accounting controls sufficient to provide reasonable assurances regarding the reliability
of financial reporting and that (i) transactions are executed in accordance with management’s general or specific authorizations,
(ii) transactions are recorded as necessary to permit preparation of the Parent Financial Statements in conformity with GAAP and
to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or
specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals
and appropriate action is taken with respect to any differences. The Parent has disclosed, based on its most recent evaluation
prior to the date of this Agreement, to the Parent’s outside auditors and the audit committee of the Parent Board (x) any
significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined
in Rule 13a-15(f) of the Exchange Act) that would be reasonably likely to adversely affect the Parent’s ability to accurately
record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management
or other employees who have a significant role in the Parent’s internal controls over financial reporting.


 



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4.5       Absence
of Undisclosed Liabilities. Parent does not have any material liabilities that would be required to be reflected on a statement
of financial condition or notes thereto prepared in accordance with GAAP, other than: (a) liabilities that are fully reflected
or reserved for in the Parent Latest Balance Sheet or are not otherwise required to be reflected thereon pursuant to GAAP; (b)
liabilities that are set forth in Part 4.5(b) of the Parent Disclosure Schedule; (c) liabilities incurred by Parent in the ordinary
course of business since the date of the Parent Latest Balance Sheet and consistent with past practice; (d) liabilities incurred
by the Parent in connection with the transfer contemplated by this Agreement; or (e) liabilities for executory obligations to
be performed after the Closing under the Parent Contracts described in Part 4.11 of the Parent Disclosure Schedule.


 


4.6       Absence
of Changes. Except as set forth in Part 4.6 of the Parent Disclosure Schedule, since the date of the Parent Latest Balance
Sheet, (a) Parent has conducted its business in the ordinary course of business and consistent with past practice and (b) there
has not been any Parent Material Adverse Effect.


 


4.7       Title
to Assets. The Parent Entities have good and valid title to, all material assets purported to be owned by them, including:
(a) all assets reflected on the Parent Latest Balance Sheet (except for inventory sold, used or otherwise disposed of in the ordinary
course of business since the date of the Parent Latest Balance Sheet); and (b) all other material assets reflected in the books
and records of the Parent Entities as being owned by the Parent Entities. All of said assets are owned by the Parent Entities
free and clear of any Encumbrances, except for: (i) any Encumbrance for current Taxes not yet due or payable, or being contested
in good faith by appropriate proceeding and for which reserves have been established in accordance with GAAP; (ii) any Encumbrance
of mechanics’, carriers’, workers’, repairers’ and similar statutory Encumbrances arising or incurred
in the ordinary course of business for amounts not yet due or payable, or being contested in good faith by appropriate proceeding
and for which reserves have been established in accordance with GAAP, (iii) minor Encumbrances (including zoning restrictions,
title imperfections, survey exceptions, easements, rights of way, licenses, rights, appurtenances and similar Encumbrances) that
do not (in any case or in the aggregate) materially detract from the value of the assets subject thereto or materially impair
the use of such assets; (iv) Encumbrances as reflected on the Parent Financial Statements; and (v) Encumbrances described in Part
4.7 of the Parent Disclosure Schedule (collectively, the “Parent Permitted Encumbrances”). The Parent
Entities are the lessees of, and hold valid leasehold interests in, all real and personal property purported to have been leased
by them, that are material to the Parent Entities’ respective businesses.


 


4.8       Loans.
Part 4.8 of the Parent Disclosure Schedule contains an accurate and complete list as of the date of this Agreement of all outstanding
loans and advances made by any of the Parent Entities to any of their respective directors, officers or employees, other than
routine travel and business expense advances made to directors or officers or other employees in the ordinary course of business.


 


4.9       Real
Property; Leasehold.


 


(a)        No
Parent Entity owns any real property.


 


(b)        Part
4.9(b) of the Parent Disclosure Schedule sets forth an accurate and complete list of each lease pursuant to which any of the Parent
Entities leases real property from any other Person for annual rent payments in excess of $100,000 (collectively, the “Parent
Leased Real Property”). Part 4.9(b) of the Parent Disclosure Schedule contains an accurate and complete list of all
subleases, occupancy agreements and other Parent Contracts granting to any Person (other than any Parent Entity) a right of use
or occupancy of any of the Parent Leased Real Property. Except as set forth in the leases or subleases identified in Part 4.9(b)
of the Parent Disclosure Schedule, there is no Person in possession of any Parent Leased Real Property other than a Parent Entity.
Since December 31, 2013, none of the Parent Entities has received any written notice (or, to the Knowledge of Parent, any other
communication, whether written or otherwise) of a Parent default, alleged failure to perform, or any offset or counterclaim with
respect to any occupancy agreement with respect to any Parent Leased Real Property which has not been fully remedied and/or withdrawn.


 



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4.10     Intellectual
Property. Set forth on Part 4.10 of the Parent Disclosure Schedule is a complete and accurate list of all Intellectual Property
that is owned by any of the Parent Entities, or that is licensed by the Parent Entities from a third party pursuant to an existing
Contract, which has annual fees in excess of $100,000.


 


4.11     Contracts
and Commitments; No Default.


 


(a)        Except
as set forth in Part 4.11 of the Parent Disclosure Schedule or in the SEC Reports, neither the Parent nor its Subsidiaries is a
party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) which would be deemed a “material
contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) and which is to be performed after the
date of this Agreement.


 


(b)        Each
“material contract” disclosed pursuant to Part 4.11 of the Parent Disclosure Schedule or in the SEC Reports (the “Material
Parent Contracts”) is in full force and effect and is a valid and binding obligation of the Parent Entity party thereto
and, to the Knowledge of Parent, of each of the other parties thereto, except as such enforceability may be limited by: (i) the
Legal Requirements of general application relating to bankruptcy, insolvency, fraudulent transfer, moratorium, or the rights of
debtors’ and creditors’ rights generally; and (ii) the Legal Requirements governing specific performance, injunctive
relief and general principals of equity. Parent has not received any written notice of any material default under the terms of
any Material Parent Contract. To the Knowledge of Parent, no other party to any Material Parent Contract is in default or breach
in any material respect under the terms of any such Material Parent Contract.


 


4.12     Compliance
with Legal Requirements. Each of the Parent Entities is, and has at all times since December 31, 2014 been, in compliance
in all material respects with all applicable Legal Requirements. Since December 31, 2014 until the date hereof, none of the Parent
Entities has received any written notice (or, to the Knowledge of Parent, any other communication, whether written or otherwise)
from any Governmental Body or other Person regarding any actual or possible violation in any material respect of, or failure to
comply in any material respect with, any Legal Requirement.


 


4.13     Governmental
Authorizations. The Parent Entities hold all Governmental Authorizations necessary to enable the Parent Entities to conduct
their respective businesses in the manner in which such businesses are currently being except where the failure to hold such Governmental
Authorizations would not reasonably be expected to have or result in a Parent Material Adverse Effect. Since December 31, 2014,
none of the Parent Entities has received any written notice (or, to the Knowledge of Parent, any other communication, whether
written or otherwise) from any Governmental Body regarding: (i) any actual or possible material violation of or failure to comply
in any material respect with any term or requirement of any material Governmental Authorization; or (ii) any actual or possible
revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization.


 


4.14     Tax
Matters.


 


(a)        Each
of the material Tax Returns required to be filed by or on behalf of the respective Parent Entities with any Governmental Body (the
“Parent Returns”): (i) has been filed on or before the applicable due date (including any extensions
of such due date); and (ii) has been prepared in all material respects in compliance with all applicable Legal Requirements (except
as subsequently corrected by amended Tax Returns). All Taxes shown on the Parent Returns, including any amendments, to be due have
been timely paid other than Taxes that are being contested in good faith by appropriate proceedings and for which appropriate reserves
have been established in accordance with GAAP. Parent is not the beneficiary of any extension of time within which to file any
Tax Return. There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim
for, or the period for the collection or assessment or reassessment of, Taxes due from the Parent for any taxable period and no
request for any such waiver or extension is currently pending.


 



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(b)        No
Parent Entity and no Parent Return is currently under audit by any Governmental Body and, to the Knowledge of Parent, there are
no disputes pending or written claims asserted, for taxes or assessments upon Parent.


 


(c)        No
claim or Legal Proceeding is pending or, to the Knowledge of Parent, has been threatened against or with respect to any Parent
Entity in respect of any material Tax. There are no Encumbrances for material Taxes upon any of the assets of any of the Parent
Entities except Encumbrances for current Taxes not yet due and payable or being contested in good faith by appropriate proceedings
and for which reserves have been established in accordance with GAAP.


 


(d)        Parent
has delivered or made available to the Corporations and the Owners accurate and complete copies of all federal and state income
Tax Returns of the Parent Entities with respect to periods after January 1, 2013.


 


(e)        Each
Merger Sub is a directly and wholly owned, first-tier Subsidiary of Parent.


 


(f)        Each
of the Parent Entities has within the time and in the manner prescribed under applicable Legal Requirements withheld and paid all
material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor,
creditor, shareholder, or other third party, and all Forms W-2 and 1099 required with respect thereto have been properly completed
and timely filed.


 


(g)        None
of the Parent Entities (i) has been a member of an Affiliated Group filing a consolidated federal income Tax Return (other than
an Affiliated Group the common parent of which was the Parent) or (ii) has had any liability for the Taxes of any other Person
under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or non-U.S. law), as a transferee or successor,
by contract, or otherwise.


 


4.15     Employee
and Labor Matters; Benefit Plans.


 


(a)        Part
4.15(a) of the Parent Disclosure Schedule sets forth a list of employment agreements currently in effect for any Parent Entity.
None of the Parent Entities is a party to, or has a duty to bargain for, any collective bargaining agreement or other Contract
with a labor organization or works council representing any of its employees and there are no labor organizations or works councils
representing, purporting to represent or, to the Knowledge of Parent, seeking to represent any employees of any of the Parent Entities.


 


(b)        There
is no claim or grievance pending or, to the Knowledge of Parent, threatened relating to any employment Contract, wages and hours,
leave of absence, plant closing notification, employment statute or regulation, work rule (together with all policies and supplements
related thereto), privacy right, labor dispute, safety, retaliation, immigration or discrimination matters involving any Parent
Associate, including charges of unfair labor practices or harassment complaints.


 



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(c)        Parent
has delivered or made available to the Corporations and the Owners an accurate and complete list, by country and as of the date
hereof, of: (i) each Parent Employee Plan; (ii) each Parent Employee Agreement; and (iii) all work rules (together with all policies
and supplements related thereto) and employee manuals and handbooks relating to employees of any Parent Entity.


 


(d)        Each
Parent Employee Plan intended to be Tax qualified under applicable Legal Requirements is so Tax qualified, and no event has occurred
and no circumstance or condition exists that could reasonably be expected to result in the disqualification of any such Parent
Employee Plan.


 


(e)        Since
December 31, 2014, none of the Parent Entities, and no Parent Affiliate, has ever maintained, established, sponsored, participated
in or contributed to any: (i) Parent Pension Plan subject to Title IV of ERISA; (ii) “multiemployer plan” within the
meaning of Section (3)(37) of ERISA; or (iii) plan described in Section 413 of the Code. None of the Parent Entities, and no Parent
Affiliate, maintains, sponsors or contributes to any Parent Employee Plan that is an employee welfare benefit plan (as such term
is defined in Section 3(1) of ERISA) and that is, in whole or in part, self-funded or self-insured.


 


(f)        Except
as set forth in Part 4.15(f) of the Parent Disclosure Schedule, each of the Parent Entities and Parent Affiliates: (i) is, and
at all times has been, in compliance in all material respects with any Order or arbitration award of any court, arbitrator or any
Governmental Body respecting employment, employment practices, terms and conditions of employment, wages, hours or other labor
related matters; (ii) has withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld
and reported with respect to wages, salaries and other payments to Parent Associates; (iii) is not liable for any arrears of wages
or any Taxes with respect thereto or any interest or penalty for failure to comply with the Legal Requirements applicable of the
foregoing; and (iv) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental
Body with respect to unemployment compensation benefits, social security, social charges or other benefits or obligations for Parent
Associates (other than routine payments to be made in the normal course of business and consistent with past practice).


 


(g)        There
is no agreement, plan, arrangement or other Contract covering any Parent Associate, and no payments have been made to any Parent
Associate, that, in connection with the Merger, considered individually or considered collectively with any other such Contracts
or payments, will, or could reasonably be expected to, be characterized as a “parachute payment” within the meaning
of Section 280G(b)(2) of the Code or give rise directly or indirectly to the payment of any amount that would not be deductible
pursuant to Section 162(m) of the Code (or any comparable provision under state or foreign Tax laws). No Parent Entity is a party
to or has any obligation under any Contract to compensate any Person for excise Taxes payable pursuant to Section 4999 of the Code
or for additional Taxes payable pursuant to Section 409A of the Code.


 


4.16     Environmental
Matters. Each of the Parent Entities is and has at all times been in compliance in all material respects with all applicable
environmental laws. None of the Parent Entities has received any written notice (or, to the Knowledge of Parent, any other communication,
whether written or otherwise), whether from a Governmental Body, citizens group or other Person that alleges that any of the Parent
Entities is not in compliance in any material respect with any applicable environmental law, which non-compliance has not been
cured or for which there is any remaining material liability.


 


4.17     Legal
Proceedings; Orders.


 


(a)        There
is no pending Legal Proceeding, and, to the Knowledge of Parent, no such Legal Proceeding has been threatened: (i) that involves
any of the Parent Entities or (ii) that challenges, or has the effect of preventing, delaying, making illegal or otherwise interfering
with, the Mergers, the Contribution, or any of the other Contemplated Transactions.


 



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(b)        To
the Knowledge of Parent, there is no Order to which any of the Parent Entities, or any of the assets owned or used by any of the
Parent Entities, is subject that, individually or in the aggregate, would have a Parent Material Adverse Effect. To the Knowledge
of Parent, no officer or other key employee of any of the Parent Entities is subject to any Order that prohibits such officer or
other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Parent Entities.


 


4.18     No
Vote Required. No vote of the holders of any class or series of Parent’s capital stock is necessary to approve the Merger,
the Contribution, and this Agreement.


 


4.19     Non-Contravention;
Consents. Assuming compliance with the applicable provisions of the MBCA and the DGCL, and except as disclosed on Part 4.19
of the Parent Disclosure Schedule, neither the execution and delivery of this Agreement by Parent, nor the consummation of the
Merger, the Contribution, or any of the other Contemplated Transactions, will (with or without notice or lapse of time): (a) contravene,
conflict with or result in a violation of (i) any of the provisions of the articles of incorporation, bylaws or other charter
or organizational documents of any of the Parent Entities or (ii) any resolution adopted by the shareholders, the Board of Directors
or any committee of the Board of Directors of any of the Parent Entities; or (b) assuming that the requisite consents, approvals
and filings in connection with the Contemplated Transactions are duly obtained and/or made, (i) constitute a breach or violation
of, or a default under, or give rise to any Encumbrance (other than a Parent Permitted Encumbrance), any acceleration of remedies
or any right of termination under, any permit or license, or agreement, indenture or instrument of the Parent Entities or to which
the Parent Entities or any of their respective properties is subject or bound, or (ii) violate any Legal Requirement or Order
applicable to the Parent Entities or any of their respective properties or assets, except with respect to clauses (b)(i) and (b)(ii),
for any such breaches, violations, defaults or Encumbrances which, individually or in the aggregate, would not have a Parent Material
Adverse Effect.


 


4.20     Financial
Advisor. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in
connection with the Merger, the Contribution, or any of the other Contemplated Transactions based upon arrangements made by or
on behalf of any of the Parent Entities except as disclosed on Part 4.20 of the Parent Disclosure Schedule.


 


4.21     Disclosure.
Except for the representations and warranties contained in this Article 4, none of Parent, Merger Sub or any other Person on behalf
of them makes any other express or implied representation or warranty with respect to Parent or its Subsidiaries or with respect
to any other information provided to the Corporations and the Owners in connection with the Contemplated Transactions. None of
Parent, Merger Sub or any other Person will have or be subject to any liability or indemnification obligation to the Target Companies
or the Owners, or any other Person, resulting from the distribution to the Target Companies and the Owners, or the Target Companies
and the Owners’ use of, any such information, including any information, documents, projections, forecasts of other material
made available to the Target Companies and the Owners in connection with due diligence review of the Parent and its Subsidiaries
or management presentations in expectation of the transactions contemplated by this Agreement, unless any such information is
expressly included in a representation or warranty contained in this Article 4. Each of Parent and Merger Sub acknowledges that
neither the Target Companies nor the Owners make any representations or warranties except for the representations and warranties
contained in Article 3.


 



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4.22          Merger
Sub. Merger Sub was formed solely for the purpose of engaging in the Contemplated Transactions to which it is a party, has
no assets or liabilities (other than obligations under this Agreement) and has not engaged in any business activities or conducted
any operations other than in connection with the Contemplated Transactions. Parent has delivered to the Target Companies and the
Owners true, complete and correct copies of the certificates of incorporation and bylaws of Merger Sub and any other agreement
or contract of any kind to which Merger Sub is a party or by which it is bound (provided that to the extent such agreement or
contract is “oral” a true and correct written summary of the same has been delivered).


 


4.23          Valid
Issuance. The Parent Shares to be issued in the Merger and Contribution have been duly authorized and will, when issued in
accordance with the provisions of this Agreement, be validly issued, fully paid and non-assessable.


 


Article
5.

CERTAIN COVENANTS OF THE PARTIES


 


5.1           Access
and Investigation. During the period commencing on the date of this Agreement and ending as of the earlier of the Effective
Time or the termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”), subject
to applicable Legal Requirements (including attorney-client privilege and work-product doctrine) and the terms of any confidentiality
restrictions under Contracts of a party as of the date hereof, upon reasonable notice the Target Companies, the Owners, and Parent
shall each, and Parent shall cause its Subsidiaries to: (a) provide the Representatives of the other party with reasonable
access during normal business hours to its personnel, tax and accounting advisers and assets and to all existing books, records,
Tax Returns, and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably
requested by Parent, the Target Companies, or the Owners and in such manner as shall not unreasonably interfere with the business
or operations of the party providing such access, as the case may be; and (b) provide the Representatives of the other party
with such copies of the existing books, records, Tax Returns, and other documents and information relating to such Entity and
its Subsidiaries as reasonably requested by Parent, either of the Target Companies, or the Owners, as the case may be. All information
furnished pursuant to this Section 5.1 shall be subject to the provisions of that certain Letter of Intent dated as of April 16,
2015 (the “Letter of Intent”).


 


5.2          Operation
of the Business of the Target Companies.


 


(a)          During
the Pre-Closing Period, except as set forth in Part 5.2(a) of the Target Company Disclosure Schedule, as otherwise contemplated
by this Agreement, as required by Legal Requirements or to the extent that Parent shall otherwise consent in writing: (i) each
Target Company shall conduct its business and operations in the ordinary course consistent with past practices and, without limiting
the foregoing covenant, shall not (without the prior written consent of Parent), declare, accrue, set aside or pay any dividend
or distribution (including without limitation a distribution in redemption of an interest in any Target Company), or incur any
indebtedness for borrowed money except that J&P Real Estate shall be permitted to make a distribution to its Owners of any
cash on hand prior to the Closing Date; (ii) each Target Company shall use commercially reasonable efforts to preserve intact
the material components of its current business organization, keep available the services of certain of its current officers (other
than its chief executive officer) and other key employees, and maintain its relations and goodwill with all material suppliers,
material customers, material licensors and Governmental Bodies; and (iii) each Target Company shall promptly notify Parent
following its becoming aware of any Legal Proceeding commenced, or, to such Target Company’s Knowledge, either: (A) with
respect to a Governmental Body, overtly threatened; or (B) with respect to any other Person, threatened in writing, in either
case of clause (A) or (B) of this sentence, against, involving or that would reasonably be expected to materially affect
such Target Company or that relates to any of the Contemplated Transactions.


 






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(b)          During
the Pre-Closing Period, each Target Company and the Owners shall promptly notify Parent in writing of any event, condition, fact
or circumstance that would reasonably be expected to make the timely satisfaction of any of the conditions set forth in Article
7 impossible or that has had or would reasonably be expected to have or result in a Target Company Material Adverse Effect.


 


5.3           Operation
of the Business of the Parent Entities.


 


(a)          During
the Pre-Closing Period, except as set forth in Part 5.3(a) of the Parent Disclosure Schedule, as otherwise contemplated by
this Agreement, as required by Legal Requirements or to the extent that the Target Companies and the Owners shall otherwise consent
in writing: (i) Parent shall ensure that each of the Entities conducts its business and operations in the ordinary course
consistent with past practices and, without limiting the foregoing covenant, shall not (without the prior written consent of the
Owners), and shall ensure that each of the Parent Entities shall not, declare, accrue, set aside or pay any dividend or distribution
(including without limitation a distribution in redemption of an interest in any Parent Entity), or incur any indebtedness for
borrowed money; (ii) Parent shall use commercially reasonable efforts to attempt to cause each of the Parent Entities to preserve
intact the material components of its current business organization, keeps available the services of its current officers and
key employees and maintains its relations and goodwill with all material suppliers, material customers, material licensors, and
Governmental Bodies; and (iii) Parent shall promptly notify the Target Companies and the Owners following its becoming aware
of any Legal Proceeding commenced, or, to Parent’s Knowledge, either: (A) with respect to a Governmental Body, overtly
threatened; or (B) with respect to any other Person, threatened in writing, in either case of clause (A) or (B) of
this sentence, against, involving or that would reasonably be expected to affect any of the Parent Entities or that relates to
any of the Contemplated Transactions.


 


(b)          During
the Pre-Closing Period, Parent shall promptly notify the Target Companies and the Owners in writing of any event, condition, fact
or circumstance that would reasonably be expected to make the timely satisfaction of any of the conditions set forth in Article
8 impossible or that has had or would reasonably be expected to have or result in a Parent Material Adverse Effect.


 


Article
6.

ADDITIONAL COVENANTS OF THE PARTIES


 


6.1          Exemption
from Registration. Prior to the Effective Time, Parent shall obtain all regulatory approvals needed to ensure that the Parent
Shares to be issued in the Merger and the Contribution will (to the extent required) be exempt from registration or qualification
under the Securities Act and the state securities laws of every state of the United States in which any registered holder of J&P
Park Shares, Restorers Shares, or J&P Real Estate Units has residency or domicile on the record date for determining the Target
Companies’ stockholders or members (as applicable) entitled to vote on the Contemplated Transactions. Restorers shall promptly
furnish to Parent all information concerning Restorers and its stockholders, and the Owners’ Representative shall, on behalf
of the Owners, promptly furnish to Parent all information concerning J&P Park, J&P Real Estate or their respective stockholders
or members, that may be required or reasonably requested by Parent to obtain such exemptions.


 






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6.2          Regulatory
Approvals and Related Matters.


 


(a)          Upon
the terms and subject to the conditions set forth in this Agreement (including those contained in this Section 6.2), each
of the parties hereto shall, and Parent shall cause its Subsidiaries to, use its reasonable best efforts to take, or cause to
be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things
necessary, proper or advisable to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner
practicable, the Contemplated Transactions.


 


(b)          In
the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental
Body or private party challenging the Merger or the Contribution or any of the other Contemplated Transactions, or any other agreement
contemplated hereby, each of the parties shall cooperate in all respects and shall use its commercially reasonable efforts to
contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any order, whether temporary,
preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Contemplated Transactions.


 


6.3          Disclosure.
Attached as Schedule 6.3 is the text of the joint press release announcing the signing of this Agreement. Parent and the
Owners’ Representative shall consult with each other before issuing any further press release or otherwise making any public
statement, and (except as may be required by applicable Legal Requirements) shall not issue any such press release or make any
such public statement without the prior written consent of the other party hereto, which consent shall not be unreasonably withheld,
delayed or conditioned.


 


6.4          Takeover
Statutes. If any “control share acquisition,” “fair price,” “moratorium” or other anti-takeover
Legal Requirement becomes or is deemed to be applicable to the Target Companies, Parent, Merger Sub, the Merger, the Contribution
or any other of the Contemplated Transactions, then each of the Target Companies, Parent, Merger Subs, and their respective Board
of Directors or Managers (as applicable) shall grant such approvals and take such actions as are necessary so that the Contemplated
Transactions may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to render such anti-takeover
Legal Requirement inapplicable to the foregoing.


 


6.5          Indemnification.


 


(a)          From
and after the Effective Time through the sixth anniversary of the Effective Time, Parent (the “Indemnifying Party”)
shall or cause its Subsidiaries to indemnify and hold harmless each present and former director, manager, member, stockholder,
officer and employee of the Target Companies, determined as of the Effective Time, and each of their heirs, estates, executors
and administrators (the “Indemnified Parties”), against any costs or expenses (including reasonable
attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action,
suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or
occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, arising in
whole or in part out of or pertaining to the fact that he or she was a director, manager, member, officer, stockholder, employee,
fiduciary or agent of a Target Company or is or was serving at the request of a Target Company as a director, manager, member,
officer, stockholder, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise,
including, without limitation, matters related to the negotiation, execution and performance of this Agreement or consummation
of the Contemplated Transactions, to the fullest extent which such Indemnified Parties would be entitled under applicable law,
the organizational documents of the applicable Target Company or any agreement, arrangement or understanding, which has been set
forth in Part 6.5 of the Target Company Disclosure Schedule, in each case, as in effect on the date hereof; provided, however,
that any determination required to be made with respect to whether an employee’s, officer’s or director’s conduct
complies with the standards set forth in the applicable organizational documents of the applicable Target Company or other agreement
or applicable law, shall be made by independent counsel selected by Parent and reasonably acceptable to the Indemnified Party.
Each Indemnified Party is intended to be a third-party beneficiary of this Section 6.5 and the provisions of this Section 6.5
shall be enforceable by each Indemnified Party and his or her heirs and representatives.


 






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(b)          Any
Indemnified Party wishing to claim indemnification under this Section 6.5, upon learning of any such claim, action, suit,
proceeding or investigation, shall promptly notify the Indemnifying Party, but the failure to so notify shall not relieve the
Indemnifying Party of any liability it may have to such Indemnified Party if such failure does not actually prejudice the Indemnifying
Party. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective
Time), (i) the Indemnifying Party shall have the right to assume the defense thereof and the Indemnifying Party shall not
be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such
Indemnified Parties in connection with the defense thereof, except that if the Indemnifying Party elects not to assume such defense
or counsel for the Indemnified Parties advises that there are issues which raise conflicts of interest between the Indemnifying
Party and the Indemnified Parties that make joint representation inappropriate, the Indemnified Parties may retain counsel which
is reasonably satisfactory to the Indemnifying Party, and the Indemnifying Party shall pay, promptly as statements therefor are
received, the reasonable fees and expenses of such counsel for the Indemnified Parties (which may not exceed one firm in any jurisdiction
unless the Indemnified Parties have conflicts of interest), (ii) the Indemnified Parties will cooperate in the defense of
any such matter, (iii) neither the Indemnified Party nor the Indemnifying Party shall be liable for any settlement effected
without its prior written consent, which shall not be unreasonably withheld, conditioned or delayed, and (iv) the Indemnifying
Party shall have no obligation hereunder in the event that a federal or state banking agency or a court of competent jurisdiction
shall determine that indemnification of an Indemnified Party in the manner contemplated hereby is prohibited by applicable laws
and regulations.


 


(c)          Parent
hereby guarantees all obligations of the Target Companies to provide indemnification to their respective Indemnified Parties as
provided in Section 6.5(a) above. Such guarantee shall be a guaranty of payment and not of collection, and Parent agrees that
no such Indemnified Party shall be required to pursue or exhaust any recourse against the applicable Target Company as a prerequisite
to asserting a claim against Parent hereunder.


 


(d)          If
Parent or any of its successors or assigns shall consolidate with or merge into any other entity and shall not be the continuing
or surviving entity of such consolidation or merger or shall transfer all or substantially all of its assets to any other entity,
then and in each case, proper provision shall be made so that the successors and assigns of Parent shall assume the obligations
set forth in this Section 6.5.


 


6.6          Delivery
of Revised Disclosure Schedules; Due Diligence Period.


 


(a)          By
the Target Companies and Owners. The parties agree and acknowledge that each of the Target Companies and the Owners are entitled
to deliver a revised Target Company Disclosure Schedule (“Revised Target Companies Disclosure Schedules”)
to Parent within 20 days of the execution of this Agreement. The Revised Target Companies Disclosure Schedules shall be deemed
to qualify the representations and warranties made by the Target Companies and the Owners as of the date of the Agreement and
replace for such purpose the applicable Target Company Disclosure Schedules delivered to Parent as of the date hereof. Parent
shall have the longer of (x) 10 days after receipt of such Revised Target Companies Disclosure Schedules or (y) 30 days from the
date of this Agreement (as applicable, the “Parent Review Period”) to review the Revised
Target Companies Disclosure Schedules, and Parent shall, in its discretion, conduct a further business and financial investigation
and review of the Target Companies during the Parent Review Period, in accordance with the procedures set forth in Section 5.1. 
On or before the expiration of the Parent Review Period, Parent will have the right to deliver written notice (“Notice”)
to the Target Companies and the Owners that it (a) has, in good faith, identified a Target Company Material Adverse Effect based
on the manner in which the disclosures contained in the Revised Target Companies Disclosure Schedules differ from the disclosures
contained in the original Target Company Disclosure Schedules delivered concurrent with the execution and delivery of this Agreement,
and (b) desires to terminate the Agreement pursuant to Section 9.1(e)(ii) (subject, however, to the cure period contemplated therein).
 The Notice shall set forth, in reasonable detail, the Target Company Material Adverse Effect identified by Parent.


 






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(b)          By
Parent. The parties agree and acknowledge that Parent is entitled to deliver a revised set of Parent Disclosure Schedules
(“Revised Parent Disclosure Schedules”) to the Target Companies and the Owners within 20 days of the
execution of this Agreement. The Revised Parent Disclosure Schedule shall be deemed to qualify the representations and warranties
made by Parent as of the date of the Agreement and replace for such purpose the Parent Disclosure Schedules delivered to the Target
Companies and the Owners as of the date hereof. The Target Companies and the Owners shall have the longer of (x) 10 days after
receipt of such Revised Parent Disclosure Schedules or (y) 30 days from the date of the Agreement (as applicable, the “Target
Company Review Period”) to review the Revised Parent Disclosure Schedules, and the Target Companies
and the Owners shall, in their discretion, conduct a further business and financial investigation and review of Parent and its
Subsidiaries during the Target Company Review Period, in accordance with the procedures set forth in Section 5.1.  On or
before the expiration of the Target Company Review Period, the Target Companies and the Owners will have the right to deliver
a Notice to Parent that they (a) have, in good faith, identified a Parent Material Adverse Effect based on the manner in which
the disclosures contained in the Revised Parent Disclosure Schedules differ from the disclosures contained in the Parent Disclosure
Schedules delivered concurrent with the execution and delivery of this Agreement, and (b) desire to terminate the Agreement pursuant
to Section 9.1(f)(ii) (subject, however, to the cure period contemplated therein).  The Notice shall set forth, in reasonable
detail, the Parent Material Adverse Effect identified by Parent.


 


6.7          Supplement
to Disclosure Schedules. Each party (for purposes of this Section 6.7, the “Disclosing Party”)
shall promptly notify the other party in writing of any fact or circumstance that would cause any of the Disclosing Party’s
representations, warranties or covenants in this Agreement or any Schedule hereto, to be untrue or incomplete in any respect,
or would cause the Disclosing Party to be unable to deliver the certificate required under Sections 7.4 or 8.4, as applicable,
and the Disclosing Party shall promptly deliver to the other party an updated version of any applicable Part of the Disclosing
Party’s Disclosure Schedule or add a new Schedule to this Agreement to which such fact or circumstance relates (the “Updated
Disclosure Schedule”). The delivery by the Disclosing Party of an Updated Disclosure Schedule shall not prejudice
any rights of any other party hereunder prior to the Closing, to exercise any right to terminate this Agreement with respect to
any inaccuracy of the Disclosure Party’s representations and warranties as of the date hereof or as any date after the date
hereof. If the other party consummates the Merger and the Contribution following delivery of an Updated Disclosure Schedule, such
Updated Disclosure Schedule shall be deemed to qualify the representations and warranties made as of the Effective Time by the
Disclosing Party and replace for such purpose, in whole or in part, as the case may be, the applicable Part(s) of the Disclosing
Party’s Disclosure Schedule delivered hereunder for such purpose.


 






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6.8          Management
Agreement.
Each of the Target Companies and Parent is currently a party to a Management and Advisory Agreement (each, a “Management
Agreement”) with Blackstreet Capital Management, LLC (“BCM”) pursuant to which, among
other things, BCM provides certain management and advisory services to such Target Company and Parent, as applicable, in return
for fees. The parties agree that, at Closing, the Management Agreements between BCM and each Target Company shall be terminated
and the Management Agreement between BCM and Parent shall be amended to, among other things, (i) provide for an increase
in the minimum annual management fee from $330,750 to $612,100 to account for the termination of such Management Agreements with
the Target Companies and the increased consolidated EBITDA of Parent after giving effect to the Contemplated Transactions, (ii) provide
for the payment by Parent of additional fees, if any, owing to BCM during the period October 1, 2014 through June 30, 2015 as
a result of the actual EBITDA of Parent during such period, and (iii) amend the definition of “Initial Term”
defined therein to be the period commencing July 1, 2015 and ending December 31, 2016. In addition, the parties acknowledge that
BCM has agreed to waive its right under the Management Agreements to receive any acquisition-related fees owing to it as a result
of the Contemplated Transactions, and to waive its right to receive any termination-related fees arising from the termination
of the Management Agreements with the Target Companies, in return for receiving the above-described amendment to the Management
Agreement with Parent.


 


Article
7.

CONDITIONS PRECEDENT TO OBLIGATIONS

OF PARENT AND MERGER SUB


 


The
obligation of Merger Sub to effect the Merger, and Parent to effect the Merger and the Contribution, and otherwise cause the Contemplated
Transactions to be consummated, are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:


 


7.1          Accuracy
of Representations.
Each of the representations and warranties of the Target Companies and the Owners shall have been accurate in all material respects
as of the date of this Agreement and shall be accurate in all material respects as of the Closing Date as if made on and as of
the Closing Date (except for any such representations and warranties made as of a specific date, which shall have been accurate
in all material respects as of such date).


 


7.2          Performance
of Covenants.
The covenants and obligations in this Agreement that the Target Companies and the Owners are required to comply with or to perform
at or prior to the Closing shall have been complied with and performed in all material respects.


 


7.3          Approval
of Stockholders and Owners. Restorers shall have obtained the approval of the holders of the Restorers Shares, the Owners
who are not natural persons shall have obtained the approval of their respective members (if required), for this Agreement,
the Merger, the Contribution and the other Contemplated Transactions.


 


7.4          Documents.
Parent and Merger Sub shall have received a certificate executed by the Chief Executive Officer of each Target Company confirming
that the conditions set forth in Sections 7.1 and 7.2 have been duly satisfied.


 


7.5          Approvals
and Consents. Parent shall have received (a) approvals and consents as may be required by applicable law from all applicable
Governmental Bodies and (b) the material consents and approvals from third parties required pursuant to Target Company Contracts
as a result of the transactions contemplated by this Agreement.


 


7.6          No
Target Company Material Adverse Effect.
Since the date of this Agreement, there shall not have occurred any Target Company Material Adverse Effect which has not been
cured, and no event shall have occurred or circumstance shall exist that would reasonably be expected to have or result in a Target
Company Material Adverse Effect.


 






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7.7          No
Restraints.
No temporary restraining order, preliminary or permanent injunction or other Order preventing the consummation of either of the
Merger or the Contribution shall have been issued by any court of competent jurisdiction or other Governmental Body and remain
in effect, and there shall not be any Legal Requirement enacted or deemed applicable to the Merger or the Contribution that makes
consummation of the Merger or the Contribution illegal.


 


7.8          Securities
Matters. Parent shall have received from each Owner such documentation and representations as are sufficient for Parent
to comply with the requirements of Section 6.1.


 


7.9          Fairness
Opinion. Parent shall have received to its reasonable satisfaction, from one or more reputable and independent financial
services firm, an opinion as to the fairness, from a financial point of view, to the stockholders of Parent, of the Aggregate
Merger Consideration and the Aggregate Contribution Consideration issuable under this Agreement.


 


Article
8.

CONDITIONS PRECEDENT TO OBLIGATION OF RESTORERS AND OWNERS


 


The
obligation of Restorers to effect the Merger, and the Owners to effect the Contribution, and otherwise cause the Contemplated
Transactions to be consummated, is subject to the satisfaction, at or prior to the Closing, of the following conditions:


 


8.1          Accuracy
of Representations. Each of the representations and warranties of Parent and Merger Sub shall have been accurate in
all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Closing Date as
if made on and as of the Closing Date (except for any such representations and warranties made as of a specific date, which shall
have been accurate in all material respects as of such date).


 


8.2          Performance
of Covenants. The covenants and obligations in this Agreement that Parent and Merger Sub are required to comply with
or to perform at or prior to the Closing shall have been complied with and performed in all material respects.


 


8.3          Approval
of Parent as Sole Stockholder of Merger Sub. Merger Sub shall have obtained the approval of Parent, in its capacity
as the sole stockholder of Merger Sub, for this Agreement, the Merger, the Contribution and the other Contemplated Transactions.


 


8.4          Documents.
The Target Companies and the Owners shall have received a certificate executed by an executive officer of Parent confirming that
the conditions set forth in Sections 8.1 and 8.2 have been duly satisfied.


 


8.5          Consents
and Approvals. Restorers and the Owners shall have received (a) approvals and consents as may be required by applicable
law from all applicable Governmental Bodies and (b) the material consents and approvals from third parties required pursuant to
Parent Contracts as a result of the transactions contemplated by this Agreement.


 


8.6          No
Parent Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Parent Material
Adverse Effect which has not been cured, and no event shall have occurred or circumstance shall exist that, in combination with
any other events or circumstances, then in existence would reasonably be expected to have or result in a Parent Material Adverse
Effect.


 


8.7          No
Restraints. No temporary restraining order, preliminary or permanent injunction or other Order preventing the consummation
of the Merger or the Contribution shall have been issued by any court of competent jurisdiction or other Governmental Body and
remain in effect, and there shall not be any Legal Requirement enacted or deemed applicable to the Merger or the Contribution
that makes consummation of the Merger or the Contribution illegal.


 






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8.8          Fairness
Opinion. Restorers, J&P Park and the Owners shall have received to their reasonable satisfaction, from one or more
reputable and independent financial services firm, an opinion as to the fairness, from a financial point of view, to the equity
interest holders of the Target Companies, of the Aggregate Merger Consideration and the Aggregate Contribution Consideration.


 


Article
9.

TERMINATION


 


9.1          Termination.
This Agreement may be terminated prior to the Effective Time:


 


(a)          by
mutual written consent of Parent, the Target Companies and the Owners;


 


(b)          by
any of Parent, the Target Companies, or the Owners if the Merger or the Contribution shall not have been consummated by July 1,
2015 (the “End Date”); provided, however, that a party shall not be permitted to terminate this
Agreement pursuant to this subsection (b) if the failure to consummate the Merger or the Contribution by the End Date is attributable
to a failure on the part of such party to perform any covenant or obligation in this Agreement required to be performed by such
party at or prior to the Effective Time;


 


(c)          by
any of Parent, the Target Companies, or the Owners if a court of competent jurisdiction or other Governmental Body shall have
issued a final and non-appealable Order, or shall have taken any other action, having the effect of permanently restraining, enjoining
or otherwise prohibiting the Merger or the Contribution;


 


(d)          by
any of Parent, the Target Companies, or the Owners if any approval required by their respective Board of Directors, manager(s),
stockholders or members (as applicable) is not obtained;


 


(e)          by
Parent if: (i) any of the Target Companies’ or the Owners’ representations and warranties contained in this Agreement
shall be inaccurate as of the date of this Agreement such that the condition set forth in Section 7.1 would not be satisfied,
or shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date) such
that the condition set forth in Section 7.1 would not be satisfied; or (ii) any of the Target Companies’ or the Owners’
covenants or obligations contained in this Agreement shall have been breached such that the condition set forth in Section 7.2
would not be satisfied; provided, however, that, for purposes of clauses (i) and (ii) above, if an inaccuracy in any
of the Target Companies’ or the Owners’ representations and warranties (as of the date of this Agreement or as of
a date subsequent to the date of this Agreement) or a breach of a covenant or obligation by any of the Target Companies or the
Owners is curable by such party by the End Date and such party is continuing to exercise its reasonable best efforts to cure such
inaccuracy or breach, then Parent may not terminate this Agreement under this subsection (e) on account of such inaccuracy
or breach unless such inaccuracy or breach shall remain uncured for a period of 30 days commencing on the date that Parent gives
the applicable party written notice of such inaccuracy or breach; or


 






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(f)          by
any the Target Companies or the Owners if: (i) any of Parent or Merger Sub’s representations and warranties contained
in this Agreement shall be inaccurate as of the date of this Agreement such that the condition set forth in Section 8.1 would
not be satisfied, or shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent
date) such that the condition set forth in Section 8.1 would not be satisfied; or (ii) any of Parent or Merger Sub’s
covenants or obligations contained in this Agreement shall have been breached such that the condition set forth in Section 8.2
would not be satisfied; provided, however, that, for purposes of clauses (i) and (ii) above, if an inaccuracy in any
of Parent or Merger Sub’s representations and warranties (as of the date of this Agreement or as of a date subsequent to
the date of this Agreement) or a breach of a covenant or obligation by Parent or Merger Sub is curable by Parent or Merger Sub
by the End Date and Parent or Merger Sub, as applicable, is continuing to exercise its reasonable best efforts to cure such inaccuracy
or breach, then the Target Companies or the Owners (as applicable) may not terminate this Agreement under this subsection (f)
on account of such inaccuracy or breach unless such inaccuracy or breach shall remain uncured for a period of 30 days commencing
on the date that the Target Companies or the Owners (as applicable) gives Parent written notice of such inaccuracy or breach.


 


9.2          Effect
of Termination. In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall
be of no further force or effect; provided, however, that: (i) this Section 9.2, Section 9.3 and Article
10 shall survive the termination of this Agreement and shall remain in full force and effect; (ii)  the Letter of Intent
shall survive the termination of this Agreement and shall remain in full force and effect in accordance with its terms; and (iii) the
termination of this Agreement shall not relieve any party from any liability for any willful breach of this Agreement or intentional
fraud.


 


9.3          Expenses.
All fees and expenses incurred in connection with this Agreement and the Contemplated Transactions shall be paid by the party
incurring such expenses, whether or not the Merger or the Contribution is consummated; provided, however, that, notwithstanding
anything to the contrary contained herein, the parties acknowledge and agree that (a) each Target Company shall be permitted to
fund at Closing all expenses of such Target Company then due and (b) Parent shall take all necessary action to cause such Target
Company to fund any such expenses related to the Contemplated Transactions, even if such payments are not due and payable or finally
determined until after the Closing.


 


Article
10.

GENERAL PROVISIONS


 


10.1          Survival
of Representations and Warranties and Covenants. Except as set forth in this Agreement or in any other agreement, exhibit,
schedule, certificate, instrument or other writing delivered in connection with this Agreement, no party hereto makes any representation
or warranty to any other party hereto. No representations, warranties, agreements and covenants contained in this Agreement shall
survive the Effective Time (other than agreements or covenants contained herein that by their express terms are to be performed
after the Effective Time) or the termination of this Agreement if this Agreement is terminated prior to the Effective Time. Notwithstanding
anything in the foregoing to the contrary, no representations, warranties, agreements and covenants contained in this Agreement
shall be deemed to be terminated or extinguished so as to deprive a party hereto or any of its affiliates of any defense at law
or in equity which otherwise would be available against the claims of any Person.


 


10.2          Amendment.
This Agreement may be amended with the approval of the Board of Directors of J&P Park, the Board of Directors of Restorers,
the manager of the Owners’ Representative, and the Board of Directors of Parent at any time, subject to the approval of
Restorers stockholders if and as required by the DGCL. This Agreement may not be amended except by an instrument in writing signed
on behalf of each of the parties hereto.


 


10.3          Waiver.


 


(a)          No
failure on the part of any party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part
of any party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power,
right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any
other or further exercise thereof or of any other power, right, privilege or remedy.


 






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(b)          No
party shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this
Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly
executed and delivered on behalf of such party; and any such waiver shall not be applicable or have any effect except in the specific
instance in which it is given.


 


10.4          Entire
Agreement; Counterparts; Exchanges by Facsimile or Electronic Delivery. This Agreement and the other agreements, exhibits
and disclosure schedules referred to herein constitute the entire agreement and supersede all prior agreements and understandings,
both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof; provided,
however, that, except as otherwise expressly set forth in this Agreement, the Letter of Intent shall not be superseded and
shall remain in full force and effect in accordance with its terms. This Agreement may be executed in separate counterparts, each
of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed
Agreement (in counterparts or otherwise) by facsimile or by other electronic delivery shall be sufficient to bind the parties
to the terms and conditions of this Agreement. Except for the Indemnified Parties’ right to enforce Parent’s obligation
under Section 6.5, which are expressly intended to be for the irrevocable benefit of, and shall be enforceable by, each Indemnified
Party and his or her heirs and representatives, nothing in this Agreement, expressed or implied, is intended to confer upon any
Person, other than the parties hereto or their respective successors, any rights, remedies, obligations or liabilities under or
by reason of this Agreement.


 


10.5          Applicable
Law; Remedies. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware
without regard to conflicts-of-law principles. In any action between any of the parties arising out of or relating to this Agreement
or any of the Contemplated Transactions, each of the parties irrevocably waives the right to trial by jury. All rights and remedies
existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available. The parties
hereto further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Legal Requirements
or inequitable for any reason, and agree not to assert that a remedy of monetary damages would provide an adequate remedy.


 


10.6          Attorneys’
Fees. In any action at law or suit in equity to enforce this Agreement or the rights of any of the parties hereunder,
the prevailing party in such action or suit shall be entitled to receive a reasonable sum for its attorneys’ fees and all
other reasonable costs and expenses incurred in such action or suit.


 


10.7          Assignability.
This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the parties hereto and their
respective successors and assigns; provided, however, that neither this Agreement nor any party’s rights or obligations
hereunder may be assigned or delegated by such party without the prior written consent of the other parties.


 


10.8          Notices.
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been
duly given or made as follows: (a) if sent by registered or certified mail in the United States return receipt requested,
upon receipt; (b) if sent designated for overnight delivery by nationally recognized overnight air courier (such as Federal
Express), one business day after mailing; (c) if sent by facsimile transmission before 5:00 p.m. Central Time, when transmitted
and receipt is confirmed; (d) if sent by facsimile transmission after 5:00 p.m. Central Time and receipt is confirmed, on
the following business day; and (e) if otherwise actually personally delivered, when delivered, provided that such notices,
requests, demands and other communications are delivered to the address set forth below, or to such other address as any party
shall provide by like notice to the other parties to this Agreement:


 






    	30



    	 



    

 





	 	if to Parent or Merger Sub:	Western Capital Resources, Inc.
	 	 	11550 “I” Street, Suite 150
	 	 	Omaha, NE 68137
	 	 	Attention: John Quandahl, Chief Executive Officer
	 	 	Facsimile: (402) 551-8888
	 	 	 
	 	with a copy to:	Maslon LLP
	 	 	3300 Wells Fargo Center
	 	 	90 South Seventh Street
	 	 	Minneapolis, MN 55402
	 	 	Attention: Paul D. Chestovich
	 	 	Facsimile: (612) 642-8305
	 	 	 
	 	if to any of the Target	 
	 	Companies or Owners:	c/o BCP II J&P, LLC
	 	 	5425 Wisconsin Avenue, Suite 701
	 	 	Chevy Chase, MD 20815
	 	 	Attention: Manager
	 	 	Facsimile: (240) 223-1331
	 	 	 
	 	with a copy to:	Manatt Phelps & Phillips LLP
	 	 	1050 Connecticut Ave NW, Suite 600
	 	 	Washington, DC 20036
	 	 	Attention: Alan M. Noskow
	 	 	Facsimile: (202) 637-1534









 


10.9          Severability.
Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions of this Agreement or the validity or enforceability of the
offending term or provision in any other situation or in any other jurisdiction. 


 


*
* * * * * *


 




    	31



    	 



    

 





 





IN WITNESS WHEREOF,
the parties have caused this Merger and Contribution Agreement to be executed as of the date first above written. 


	 	 	 	 	 
	 	J&P PARK ACQUISITIONS, INC.
	 	 	 	 	 
	 	By: 	/s/ Gay Burke
	 	Name:	Gay Burke
	 	Title:	 	Chairman




	 	 	 	 	 
	 	RESTORERS ACQUISITION, INC.
	 	 	 	 	 
	 	By: 	/s/ Gay Burke
	 	Name:	Gay Burke
	 	Title:	 	Chairman



	 	 	 	 	 
	 	J&P REAL ESTATE, LLC
	 	 	 	 	 
	 	By: 	/s/ Caroline Miller
	 	Name:	Caroline Miller
	 	Title:	 	Secretary



	 	 	 	 	 
	 	WESTERN CAPITAL RESOURCES, INC.
	 	 	 	 	 
	 	By: 	/s/ John Quandahl
	 	Name:	John Quandahl
	 	Title:	 	CEO



	 	 	 	 	 
	 	WCRS RESTORERS ACQUISITION CO.
	 	 	 	 	 
	 	By: 	/s/ John Quandahl
	 	Name:	John Quandahl
	 	Title:	 	CEO


 


[signature page for Owners follows]


 




    	 



    	 



    

 


 











	 	 	 
	 	OWNERS:
	 	 
	 	WCR, LLC
	 	 
	 	By:  BCA 2 WCR, LLC,
	 	its Manager
	 	 
	 	     By:  Blackstreet Capital Advisors II, LLC,
	 	     its Member
	 	 	 
	 	By:	/s/ Murry N. Gunty
	 	Name:  Murry N. Gunty
	 	Title:  Manager
	 	 
	 	BC ALPHA HOLDINGS I, LLC
	 	 
	 	     By:  Blackstreet Capital Management, LLC,
	 	     its  Manager
	 	 	 
	 	By:	/s/ Murry N. Gunty
	 	        Name:  Murry N. Gunty
	 	        Title:  Manager
	 	 
	 	     /s/ Paul J. Ambrose
	 	Paul J. Ambrose
	 	 
	 	     /s/ Charles DeLauder
	 	Charles DeLauder
	 	 
	 	     /s/ Gay A. Burke
	 	Gay A. Burke
	 	 
	 	     /s/ Richard A. Pope
	 	Richard A. Pope


 


[Owners’ signature page to Merger
and Contribution Agreement]


 






    	 



    	 



    

 


	 	 	 
	 	     /s/ Steve M. Sevran
	 	Steven M. Sevran
	 	 
	 	     /s/ Jonathan D. Tipton
	 	Jonathan D. Tipton
	 	 
	 	By:	     /s/ Richard A. Pope
	 	Name:  Richard A. Pope, As Settlor And Trustee Under The Amendment And Restatement of the Richard And Lonette Pope Living Trust Dated October 18, 2003
	 	 
	 	By:	     /s/ Lonette M.  Pope
	 	Name:  Lonette M. Pope, As Settlor And Trustee Under The Amendment And Restatement of the Richard And Lonette Pope Living Trust Dated October 18, 2003
	 	 
	 	By:	     /s/ Steven M. Sevran
	 	Name:  Steven M. Sevran, As Settlor And Trustee Under The Amendment And Restatement of the Sevran Living Trust Dated September 29, 1980
	 	 
	 	By:	     /s/ Ellen S. Sevran
	 	Name:  Ellen S. Sevran, As Settlor And Trustee Under The Amendment And Restatement of the Sevran Living Trust Dated September 29, 1980


 


[Owners’ signature page to Merger
and Contribution Agreement]


 



    	 



    	 



    




 











 


EXHIBIT
A

CERTAIN DEFINITIONS


 


For purposes of the
Agreement (including this Exhibit A):


 


“Affiliated
Group” shall mean an “affiliated group” within the meaning of Code Section 1504(a) or any similar
group defined under a similar provision of state, local, or non-U.S. Tax law.


 


“Aggregate
Merger Consideration” shall mean the number of Parent Shares equal to the product, rounded down to the nearest full
Parent Share, of (a) the Parent Shares as of the Effective Time (i.e., after giving effect to the Merger and the Contribution),
multiplied by (b) .05264495 (subject, however, to adjustment for the rounding contemplated by Section 1.4(c)).


 


“Aggregate
Contribution Consideration” shall mean the number of Parent Shares equal to the product, rounded down to the nearest
full Parent Share, of (a) the Parent Shares as of the Effective Time (i.e., after giving effect to the Merger and the Contribution),
multiplied by (b) .31586967.


 


“Agreement”
shall mean the Merger and Contribution Agreement to which this Exhibit A is attached, as it may be amended from time to
time.


 


“Code”
shall mean the United States Internal Revenue Code of 1986, as amended.


 


“Contemplated
Transactions” shall mean the Merger, the Contribution, and the other transactions contemplated by the Agreement.


 


“Contract”
shall mean any agreement, contract, subcontract, lease, instrument, note, option, warranty, purchase order, license, sublicense,
insurance policy, benefit plan or legally binding commitment or undertaking, written or oral.


 


“DGCL”
shall mean the Delaware General Corporation Law.


 


“Encumbrance”
shall mean any lien, pledge, hypothecation, charge, mortgage, easement, encroachment, imperfection of title, title exception, title
defect, right of possession, lease, tenancy license, security interest, encumbrance, claim, infringement, interference, option,
right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on
the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any
income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer
of any other attribute of ownership of any asset).


 


“Entity”
shall mean any corporation (including any non-profit corporation), general partnership, limited partnership, limited liability
partnership, joint venture, estate, trust, company (including any company limited by shares, limited liability company or joint
stock company), firm, society or other enterprise, association, organization or entity.


 


“ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as amended.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


“GAAP”
shall mean generally accepted accounting principles in the United States.


 


“Governmental
Authorization” shall mean any: (a) permit, license, certificate, franchise, permission, variance, clearance,
registration, qualification or authorization issued, granted, given or otherwise made available by or under the authority of any
Governmental Body or pursuant to any Legal Requirement; or (b) right under any Contract with any Governmental Body.






    	A-1



    	 



    

 


“Governmental
Body” shall mean any: (a) nation, state, commonwealth, province, territory, county, municipality, district or
other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental
or quasi-governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality,
official, ministry, fund, foundation, center, organization, unit, body or Entity and any court or other tribunal); or (d) self-regulatory
organization.


 


“Intellectual
Property” shall mean: (a) patents (including any registrations, continuations, continuations in part, renewals
and any applications for any of the foregoing); (b) registered and unregistered copyrights and copyright applications; and
(c) registered and unregistered trademarks, service marks, trade names, slogans, logos, designs and general intangibles of
the like nature, together with all registrations and applications therefor.


 


“IRS”
shall mean the United States Internal Revenue Service.


 


“J&P
Park Shares” shall mean the shares of the common stock of J&P Park.


 


“J&P
Real Estate Units” shall mean the membership units (representing membership interest) of J&P Real Estate.


 


“Knowledge”
of a party shall mean the actual knowledge of (a) Gay Burke, Vick Crowley and Paul Ambrose with respect to J&P Park, (b) William
Powers, Vick Crowley and Paul Ambrose with respect to Restorers, (c) Vick Crowley and Paul Ambrose with respect to J&P Real
Estate, and (d) John Quandahl, Ric Miller and Steven Irlbeck with respect to Parent.


 


“Legal
Proceeding” shall mean any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative,
investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation commenced, brought, conducted or
heard by or before, or otherwise involving, any court or other Governmental Body or any arbitrator or arbitration panel.


 


“Legal
Requirement” shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle
of common law, resolution, ordinance, code, edict, decree, rule, regulation, order, award, ruling or requirement issued, enacted,
adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Body, and the provisions
of the current organizational documents and internal rules of the applicable Entity.


 


“Letter
of Intent” is defined in Section 5.1.


 


“MBCA”
shall mean the Minnesota Business Corporation Act.


 


“Merger
Exchange Ratio” shall mean the quotient determined by dividing the Aggregate Merger Consideration by the number of
Restorers Shares as of the moment immediately prior to the Effective Time, rounded to the nearest ten thousandth.


 


“Order”
shall mean any order, writ, injunction, judgment or decree.


 


“Owners’
Representative” shall mean BCP II J&P, LLC, a Delaware limited liability company.


 



    	 



    	 



    




 


“Parent
Affiliate” shall mean any Person under common control with any of the Parent Entities within the meaning of Section
414(b), Section 414(c), Section 414(m) or Section 414(o) of the Code, and the regulations issued thereunder.


 


“Parent
Associate” shall mean any current or former officer, employee (full-time or part-time), independent contractor, consultant,
director or statutory auditor of or to any of the Parent Entities or any Parent Affiliate.


 


“Parent
Board” shall mean Parent’s Board of Directors.


 


“Parent
Contract” shall mean any Contract: (a) to which any of Parent Entities is a party; (b) by which any of
the Parent Entities or any asset of any of the Parent Entities is bound or under which any of the Parent Entities has any express
obligation; or (c) under which any of the Parent Entities has any express right.


 


“Parent
Disclosure Schedule” shall mean the Parent Disclosure Schedule that Parent prepared in accordance with the requirements
of the Agreement and delivered to the Corporations and the Owners on the date of the Agreement.


 


“Parent
Employee” shall mean any director or any officer or any other employee (full-time or part-time) of any of the Parent
Entities.


 


“Parent
Employee Agreement” shall mean any management, employment, severance, retention, transaction bonus, change in control,
consulting, relocation, repatriation or expatriation agreement or other Contract between: (a) any of the Parent Entities;
and (b) any Parent Employee, other than any such Contract that is terminable “at will” (or following a notice
period imposed by applicable law) without any obligation on the part of any Parent Entity to make any severance, termination, change
in control or similar payment or to provide any benefit that exceeds $75,000 per annum.


 


“Parent
Employee Plan” shall mean any plan, program, policy, practice (of the type that might result in monetary implications
to a Parent Entity) or Contract providing for compensation, severance, termination pay, deferred compensation, performance awards,
stock or stock-related awards, fringe benefits, retirement benefits or other benefits or remuneration of any kind, whether or not
in writing and whether or not funded, including each “employee benefit plan,” within the meaning of Section 3(3) of
ERISA (whether or not ERISA is applicable to such plan): (a) that is or has been maintained or contributed to, or required
to be maintained or contributed to, by any of the Parent Entities for the benefit of any Parent Employee; or (b) with respect
to which any of the Parent Entities has or may incur or become subject to any liability or obligation; provided, however,
that a Parent Employee Agreement shall not be considered a Parent Employee Plan.


 


“Parent
Entities” shall mean: (a) Parent; and (b) each of Parent’s Subsidiaries.


 


“Parent
Latest Balance Sheet” shall mean the latest consolidated balance sheet of Parent and its consolidated Subsidiaries
included in the Parent SEC Filings.


 



    	 



    	 



    




 


“Parent
Material Adverse Effect” shall mean any Effect that has or would reasonably be expected to have or result in a material
adverse effect on: (a) the business, financial condition, or results of operations of Parent and its Subsidiaries taken as
a whole; provided, however, that in no event shall any Effects resulting from any of the following, alone or in combination,
be deemed to constitute, or be taken into account in determining whether there has occurred a Parent Material Adverse Effect: (i) conditions
generally affecting the industries in which Parent Entities participate or the U.S. or global economy as a whole, to the extent
that such conditions do not have a disproportionate impact on the Parent Entities, taken as a whole, as compared to other industry
participants; (ii) general conditions in the financial markets, and any changes therein (including any changes arising out
of acts of terrorism, war, weather conditions or other force majeure events), to the extent that such conditions do not have a
disproportionate impact on the Parent Entities, taken as a whole, as compared to other industry participants; (iii) changes
in the trading price or trading volume of Parent Shares (it being understood, however, that, except as otherwise provided in clauses (i),
(ii), (iv) or (v) of this sentence, any Effect giving rise to or contributing to such changes in the trading price or trading volume
may give rise to a Parent Material Adverse Effect and may be taken into account in determining whether a Parent Material Adverse
Effect has occurred); (iv) changes in GAAP (or any interpretations of GAAP) applicable to Parent or any of its Subsidiaries;
or (v) changes in applicable Legal Requirements after the date hereof; or (b) the ability of Parent to consummate the
Merger or the Contribution or any of the other Contemplated Transactions.


 


“Parent
Pension Plan” shall mean each: (a) Parent Employee Plan that is an “employee pension benefit plan,”
within the meaning of Section 3(2) of ERISA; or (b) other occupational pension plan, including any final salary or money
purchase plan.


 


“Parent
Shares” shall mean the shares of the Common Stock, no par value, of Parent.


 


“Per Share
Contribution Consideration” shall mean the number of Parent Shares issuable to each Owner (which Parent Shares,
in the aggregate, constitute the Aggregate Contribution Consideration) as set forth on Schedule 2.2.


 


“Per Share
Merger Consideration” shall mean a number of Parent Shares equal to the Merger Exchange Ratio.


 


“Person”
shall mean any individual, Entity or Governmental Body.


 


“Representatives”
shall mean directors, managers, officers, employees, agents, attorneys, accountants, investment bankers, other advisors and representatives.


 


“Restorers
Shares” shall mean the shares of the common stock of Restorers.


 


“SEC”
shall mean the United States Securities and Exchange Commission.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended.


 


“Subsidiary”
of a Person means an Entity in which such Person directly or indirectly owns or purports to own, beneficially or of record: (a) an
amount of voting securities of or other interests in such Entity that is sufficient to enable such Person to elect at least a majority
of the members of such Entity’s Board of Directors or Board of Managers (as applicable) or other governing body; or (b) at
least 25% of the outstanding equity, voting or financial interests in such Entity.


 


“Target
Companies” shall mean (i) J&P Park Acquisitions, Inc., a Delaware corporation, (ii) J&P Real Estate, LLC,
a Delaware limited liability company, and (iii) Restorers Acquisition, Inc., a Delaware corporation.


 


“Target
Company Affiliate” shall mean, with respect to each Target Company, any Person under common control with such Target
Company within the meaning of Section 414(b), Section 414(c), Section 414(m) or Section 414(o) of the Code, and the regulations
issued thereunder.


 



    	 



    	 



    




 


“Target
Company Associate” shall mean, with respect to any Target Company, any current or former officer, employee (full-time
or part-time), independent contractor, consultant, director, manager or statutory auditor of or to such Target Company or any Target
Company Affiliate.


 


“Target
Company Contract” shall mean, with respect to each Target Company, any Contract: (a) to which such Target Company
is a party; (b) by which such Target Company is bound or under which any of such Target Company’s has any express obligation;
or (c) under which such Target Company has any express right.


 


“Target
Company Disclosure Schedule” shall mean the disclosure schedule of each Target Company prepared in accordance with
the requirements of the Agreement and delivered to Parent on the date of the Agreement.


 


“Target
Company Employee Agreement” shall mean, with respect to each Target Company, each management, employment, severance,
retention, transaction bonus, change in control, consulting, relocation, repatriation or expatriation agreement or other Contract
between: (a) such Target Company or any Target Company Affiliate; and (b) any Target Company Associate, other than any such Contract
that is terminable “at will” (or following a notice period imposed by applicable Legal Requirements) without any obligation
on the part of such Target Company or any Target Company Affiliate to make any severance, termination, change in control or similar
payment or to provide any benefit that exceeds $75,000 per annum.


 


“Target
Company Employee Plan” shall mean, with respect to each Target Company, each plan, program, policy or Contract providing
for compensation, severance, termination pay, deferred compensation, performance awards, stock or stock-related awards, fringe
benefits, retirement benefits or other benefits or remuneration of any kind, whether or not in writing and whether or not funded,
including each “employee benefit plan,” within the meaning of Section 3(3) of ERISA (whether or not ERISA is applicable
to such plan): (a) that is maintained or contributed to, or required to be maintained or contributed to, by such Target Company
or any Target Company Affiliate for the benefit of any Target Company Associate; or (b) with respect to which such Target
Company or any Target Company Affiliate has or may incur or become subject to any liability or obligation; provided, however,
that a Company Employee Agreement shall not be considered a Target Company Employee Plan.


 


“Target
Company Latest Balance Sheet” shall mean (i) the J&P Latest Balance Sheet, and (ii) the Restorers Latest Balance
Sheet, as applicable.


 


“Target
Company Material Adverse Effect” shall mean, with respect to any particular Target Company, any effect, change, claim,
event or circumstance (collectively, “Effect”) that has or would reasonably be expected to have or result
in a material adverse effect on: (a) the business, financial condition, or results of operations of such Target Company taken
as a whole; provided, however, that in no event shall any Effects resulting from any of the following, alone or in combination,
be deemed to constitute, or be taken into account in determining whether there has occurred a Target Company Material Adverse Effect:
(i) conditions generally affecting the industries in which such Target Company participates or the U.S. or global economy
as a whole, to the extent that such conditions do not have a disproportionate impact on such Target Company, taken as a whole,
as compared to other industry participants; (ii) general conditions in the financial markets, and any changes therein (including
any changes arising out of acts of terrorism, war, weather conditions or other force majeure events), to the extent that such conditions
do not have a disproportionate impact on such Target Company, taken as a whole, as compared to other industry participants; (iii) changes
in GAAP (or any interpretations of GAAP) applicable to such Target Company; (iv) the taking of any action or any omission
expressly required to be taken pursuant to this Agreement or the taking of any action or any omission requested by Parent to be
taken pursuant to the terms of the Agreement to the extent taken in accordance with such request; or (v) changes in applicable
Legal Requirements after the date hereof; or (b) the ability of such Target Company to consummate the Mergers or the Contribution
(as applicable) or any of the other Contemplated Transactions.


 






    	 



    	 



    

 


“Target
Company Pension Plan” shall mean, with respect to each Target Company, each: (a) Target Company Employee Plan
that is an “employee pension benefit plan,” within the meaning of Section 3(2) of ERISA; or (b) other occupational
pension plan, including any final salary or money purchase plan.


 


“Tax”
shall mean any federal, state, local, foreign or other tax (including any income tax, franchise tax, capital gains tax, gross receipts
tax, value-added tax, surtax, estimated tax, unemployment tax, national health insurance tax, excise tax, ad valorem tax, transfer
tax, stamp tax, sales tax, use tax, property tax, business tax, withholding tax or payroll tax), levy, assessment, tariff, duty
(including any customs duty), deficiency or fee, and any related charge or amount (including any fine, penalty or interest), whether
disputed or not, imposed, assessed or collected by or under the authority of any Governmental Body.


 


“Tax Return”
shall mean any return (including any information return), report, statement, declaration, estimate, schedule, notice, notification,
form, election, certificate, claim for review or other document or information, any schedule or attachment thereto, and any amendment
or supplement to any of the foregoing, filed with or submitted to, or required to be filed with or submitted to, any Governmental
Body in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration,
implementation or enforcement of or compliance with any Legal Requirement relating to any Tax.