NCG180169_Name-Owner Change Supporting Info_1/9/2019

and
AMENDED AND RESTATED
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
THIS AGREEMENT, including any and all addenda attached hereto ("Agreemenf'), is by and between:
Hamilton Square, LLC, a North Carolina limited liability company (`Buyer")
HHG Real Property LLC, a Delaware limited liability company ("Seller")
FOR AND IN CONSIDERATION OF THE MUTUAL PROMISES SET FORTH HEREIN AND
OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE
HEREBY ACKNOWLEDGED, THE PARTIES HERETO AGREE AS FOLLOWS:
Section 1. Terms and Definitions: The terms listed below shall have the respective meaning given them as
set forth adjacent to each term.
(a) "Pro e ": (Address) 315 Elizabeth Street, Lenoir, NC 28645, as more specifically described on
attached Exhibit A.
(For information parposes: (i) the tax parcel numbers of the Property are: 09194-1-1 and 09194-1-
2; (ii) some or all of the Properly, consisting of approximately 34.693 acres, is recorded in Deed
Book 1838, Page 193, in the office of the Register of Deeds for Caldwell County; and (iii) Seller
took title to the Property via Special Warranty Deed recorded in Deed Book 1849, Page 644, in the
office of the Register of Deeds for Caldwell County)
together with all buildings and improvements thereon and all fixtures and appurtenances thereto.
(b) "Purchase Price" shall mean the sum of One Hundred Thirty Thousand Dollars ($130,000.00),
payable on the following terms:
(i) "Earnest Money" shall mean Fifty Thousand Dollars ($50,000.00); provided, however,
that upon expiration of the Examination Period, "Earnest Money" shall mean Sixty Thousand
Dollars ($60,000.00). Within five (5) days of: (A) the Contract Date but in no event later than
November 26, 2018, the initial Fifty Thousand Dollars ($50,000.00) of Earnest Money; and (B)
the expiration of the Examination Period, the additional Ten Thousand Dollars ($10,000.00) of
Earnest Money, shall be promptly deposited in escrow in a non -interest bearing account with
Young Conaway Stargatt & Taylor, LLP (the "Escrow Agent"), to be applied as part payment of
the Purchase Price of the Property at Closing, or disbursed as agreed upon under the provisions of
Section 9 herein. Upon expiration of the Examination Period, the balance of the Earnest Money
shall be promptly deposited in escrow in a non -interest bearing account with the Escrow Agent.
(ii) Cash. The balance of the Purchase Price (Seventy Thousand Dollars ($70,000.00)) shall
be paid as follows:
(A) Ten Thousand Dollars ($10,000.00) shall be payable in cash at the Closing by wire
transfer of immediately available funds to an account or accounts directed by Seller;
and
(B) Sixty Thousand Dollars ($60,000.00) shall be payable in cash by wire transfer of
immediately available funds to an account or accounts directed by Seller:
(1) if all tangible personal property of the M&E Buyer (as defined in
Section 21) has been removed from the Property as of Closing, such
amount shall be paid at Closing, or

(2) if any tangible personal property of the M&E Buyer (as defined in
Section 21) remains on the Property after Closing, such amount shall be
paid within three (3) business days after the date on which all of the
tangible personal property of the M&E Buyer has been removed from
the Property.
(c) " Closing" shall mean the date of completion of the process detailed in Section 10 of this
Agreement. Closing shall occur on or before December 31, 2018, on a date specified by Buyer,
with three (3) days written notice to Seller if earlier than December 31, 2018.
(d) "Contract Date" means the date this Agreement has been fully executed by both Buyer and Seller.
(e) "Examination Period" shall mean the period extending from the date of this Agreement through
the time at which Seller provides to Buyer a certified copy of the Sale Order (as defined in Section
2). TIME IS OF THE ESSENCE AS TO THE EXANIINATION PERIOD.
(e) "Brokers " shall mean: N/A ("Listing Agency"),
("Listing Agent" — License # )
Acting as: ❑ Seller's Agent; ❑ Dual Agent
and N/A ("Selling
Agency") ("Selling Agent"- License # )
Acting as: ❑ Buyer's Agent; ❑ Seller's (Sub)Agent; ❑ Dual Agent
(f) "Seller's Notice Address" shall be as follows:
HHG Real Property LLC
1925 Eastchester Drive
High Point, NC 27265
Attention: Robert Albergotti
Email: RAlbergottikaliMartners.com
with a copy (that will not constitute notice) to:
Young Conaway Stargatt & Taylor, LLP
Rodney Square
1000 N. King Street
Wilmington, DE 19801
Attention: Craig D. Grear
Email: cgrearAycst.com
(g) `Buyer 's Notice Address" shall be as follows:
Hamilton Square, LLC
101 S. Hamilton Street
High Point, North Carolina 27260
Attention: Mr. Anderson Shih
Email: [e-mail]
with a copy (that will not constitute notice) to:
Shumaker, Loop & Kendrick, LLP
4

101 South Tryon Street, Suite 2200
Charlotte, North Carolina 28280
Attention: Mr. David Conaway
Email: dconawayo(slk-law.com
Shumaker, Loop & Kendrick, LLP
101 South Tryon Street, Suite 2200
Charlotte, North Carolina 28280
Attention: Ms. Julia May
Email: [e-mail]
Section 2. Sale of Property and Payment of Purchase Price: Seller agrees to sell and Buyer agrees to
buy the Property for the Purchase Price. Buyer acknowledges that, except as otherwise specifically set forth in this
Agreement, no representations are made or responsibility assumed by Seller as to the condition of the Property or as
to the income, expenses of operation, or any other matter affecting or relating to the Property on the date hereof or as
of the date of Closing, including, but not limited to, the fitness of the Property for any particular purpose. Buyer
agrees to accept the Property "AS IS" in the condition existing as of the date hereof, subject to ordinary use, wear,
tear, and natural deterioration and casualty damage prior to the Closing, subject to Section 6(b). Buyer
acknowledges and agrees that: (i) Seller is a debtor and debtor -in -possession in the currently pending bankruptcy
cases in the United States Bankruptcy Court for the District of Delaware (the `Bankruptcy Court") that are jointly
administered as Chapter 11 Case No. 18-11736 (KG) (the `Bankruptcy Cases"); (ii) all obligations of Seller to
perform Seller's obligations under this Agreement are subject to approval by the Bankruptcy Court and entry of an
Order (the "Sale Order") after a hearing; and (iii) in the event of any discrepancy between the terms and provisions
of this Agreement and the Sale Order, the terms of the Sale Order shall govern.
Section 3. Proration of Expenses and Payment of Costs: Seller and Buyer agree that all property taxes
(on a calendar year basis), utilities, and rents, if any, shall be prorated as of the date of Closing. Seller shall pay for
(i) preparation of a deed and all other documents necessary to perform Seller's obligations under this Agreement, (ii)
any deferred or rollback taxes for any period prior to Closing, and (iii) the following:
NONE
Buyer shall pay recording costs, costs of any title search, title insurance, survey, the cost of any inspections or
investigations undertaken by Buyer under this Agreement and the following:
NONE
All conveyance fees or taxes required by law shall be paid fifty percent (50%) by Seller and fifty percent (50%) by
Buyer.
Each party shall pay its own attorney's fees. Buyer shall not assume any liabilities or obligations of Seller
whatsoever.
Section 4. Deliveries: Seller has made available to Buyer copies of all material information relevant to the
Property in the possession of Seller, including but not limited to: title insurance policies (and copies of any
documents referenced therein), surveys, soil test reports, environmental surveys or reports, site plans, civil drawings,
building plans, maintenance records and copies of all presently effective warranties or service contracts related to
the Property. Seller authorizes (1) any attorney presently or previously representing Seller to release and disclose
any title insurance policy in such attorney's file to Buyer and both Buyer's and Seller's agents and attorneys; and (2)
the Property's title insurer or its agent to release and disclose all materials in the Property's title insurer's (or title
insurer's agent's) file to Buyer and both Buyer's and Seller's agents and attorneys. If Buyer does not consummate the
Closing for any reason other than Seller default, then Buyer shall return to Seller all materials delivered by Seller to

Buyer pursuant to this Section 4 (or Section 7, if applicable), if any, and shall, upon Seller's request, provide to
Seller copies of (subject to the ownership and copyright interests of the preparer thereof) any and all studies, reports,
surveys, and other information relating directly to the Property prepared by or at the request of Buyer, its employees
and agents, and shall deliver to Seller, upon the release of the Earnest Money, copies of all of the foregoing without
any warranty or representation by Buyer as to the contents, accuracy, or correctness thereof.
Section 5. Evidence of Title: Seller agrees to convey fee simple insurable title to the Property without
exception for mechanics' liens, free and clear of all liens, encumbrances and defects of title other than: (a) zoning
ordinances affecting the Property, (b) Leases (as defined in Section 7, if applicable) and (c) specific instruments on
the public record at the Contract Date, which specific instruments shall be enumerated in the deed referenced in
Section 10 (items 5(a), 5(b) and 5(c) being collectively "Permitted Exceptions'); provided that Seller shall be
required to satisfy, at or prior to Closing, any encumbrances that may be satisfied by the payment of a fixed sum of
money, such as deeds of trust, mortgages or statutory liens. Seller shall not enter into or record any instrument that
affects the Property (or any personal property listed on Exhibit B) after the Contract Date without the prior written
consent of Buyer, which consent shall not be unreasonably withheld, conditioned, or delayed.
Section 6. Conditions: This Agreement and the rights and obligations of the parties under this Agreement
are hereby made expressly conditioned upon fulfillment (or waiver by Buyer, whether explicit or implied) of the
following conditions:
(a) Title Examination: Buyer may, at Buyer's expense, cause a title examination to be made of the
Property at any time prior to the Closing. In the event that such title examination shall show that
Seller's title is not fee simple insurable, subject only to Permitted Exceptions, then Buyer shall
promptly notify Seller in writing of all such title defects and exceptions, in no case later than the
end of the Examination Period, and Seller shall have ten (10) days to cure said noticed defects. If
Seller does not cure the defects or objections within ten (10) days of notice thereof, then Buyer
may terminate this Agreement and receive a return of Earnest Money (notwithstanding that the
Examination Period may have expired). If Buyer is to purchase title insurance, the insuring
company must be licensed to do business in the state in which the Property is located. Title to the
Property must be insurable at regular rates, subject only to standard exceptions and Permitted
Exceptions; provided, however, that Buyer shall be required to notify Seller prior to the expiration
of the Examination Period if title to the Property is not insurable at regular rates and, if such notice
is not given prior to the Examination Period, then this requirement shall be deemed to be waived.
(b) Same Condition: If the Property is not in substantially the same condition at Closing as of the date
of the offer, reasonable wear and tear excepted, then the Buyer may (i) terminate this Agreement
and receive a return of the Earnest Money or (ii) proceed to Closing whereupon Buyer shall be
entitled to receive, in addition to the Property, any of the Seller's insurance proceeds payable on
account of the damage or destruction applicable to the Property.
(c) Inspections: Buyer, Buyer's agents, and Buyer's representatives, at Buyer's expense and at
reasonable times during normal business hours, shall have the right to enter upon the Property for
the purpose of inspecting, examining and surveying the Property; provided, however, that Buyer
shall not conduct any invasive testing of any nature without the prior express written approval of
Seller as to each specific invasive test intended to be conducted by Buyer. Buyer shall conduct all
such on -site inspections, examinations, testing, and surveying of the Property in a good and
workmanlike manner, at Buyer's expense, shall repair any damage to the Property caused by
Buyer's entry and on -site inspections and shall conduct same in a manner that does not
unreasonably interfere with Seller's or any tenant's use and enjoyment of the Property. In that
respect, Buyer shall make reasonable efforts to undertake on -site inspections outside of the hours
Seller's business is open to the public. Buyer shall provide Seller reasonable advance notice of
and Buyer shall cause its agents or representatives and third party service providers (e.g.
inspectors, surveyors, etc.) to give reasonable advance notice of any entry onto the Property.
M

Upon Seller's request, Buyer shall provide to Seller evidence of general liability insurance. Buyer
shall also have a right to review and inspect all contracts or other agreements affecting or related
directly to the Property and shall be entitled to review such books and records of Seller that relate
directly to the operation and maintenance of the Property, provided, however, that Buyer shall not
disclose any information regarding this Property unless required by law and the same shall be
regarded as confidential, to any person, except to its attorneys, accountants, lenders, and other
professional advisors, in which case Buyer shall obtain their agreement to maintain such
confidentiality. Buyer assumes all responsibility for the acts of Buyer, Buyer's agents, or Buyer's
representatives in exercising Buyer's rights under this Section 6(c) and agrees to indemnify and
hold Seller harmless from any damages resulting therefrom. This indemnification obligation of
Buyer shall survive the Closing or earlier termination of this Agreement. Except as provided in
Section 6(a) above, Buyer shall have through Closing to perform the above inspections,
examinations, and testing. Buyer may terminate this Agreement at any time prior to the expiration
of the Examination Period and receive a return of the Earnest Money.
(d) Exhibit C: The conditions set forth on Exhibit C shall have been satisfied. If any of the conditions
set forth on Exhibit C are not satisfied as of the Closing Date, Buyer may terminate this
Agreement and receive a return of the Earnest Money.
Section 7. Leases: Seller affirmatively represents and warrants that there are no leases, subleases, licenses,
concessions, or other agreements, written or oral, affecting the Property.
Section 8. Risk of Loss/Damage/Repair: Until Closing, the risk of loss or damage to the Property, except
as otherwise provided herein, shall be borne by Seller. Except as to maintaining the Property in its same condition,
Seller shall have no responsibility for the repair of the Property, including any improvements, unless the parties
hereto agree in writing.
Section 9. Earnest Money Disbursement: In the event that any condition hereto that is required to be
satisfied by Seller is not satisfied, then the Earnest Money shall be refunded to Buyer. In the event of breach of this
Agreement by Seller, Buyer, as its sole remedy, shall have the right to either terminate this Agreement and receive a
return of the Earnest Money or commence suit for specific performance of this Agreement. The parties agree that
Seller shall have no other liability or obligation to Buyer by reason of such breach including but not limited to
additional actual damages or consequential damages. In the event of breach of this Agreement by Buyer, Seller
shall have the right to retain the Earnest Money as liquidated damages. It is acknowledged by the parties that
payment of the Earnest Money to Seller in the event of a breach of this Agreement by Buyer is compensatory and
not punitive, such amount being a reasonable estimation of the actual loss that Seller would incur as a result of such
breach. The payment of the Earnest Money to Seller shall not constitute a penalty or forfeiture but actual
compensation for Seller's anticipated loss, both parties acknowledging the difficulty determining Seller's actual
damages for such breach.
NOTE: In the event of a dispute between Seller and Buyer over the disposition of the Earnest Money held
in escrow, the Escrow Agent shall retain the Earnest Money in the Escrow Agent's trust or escrow account until
Escrow Agent has obtained a written release from the parties consenting to its disposition or until disbursement is
ordered by a court of competent jurisdiction.
Seller and Buyer hereby agree and acknowledge that the Escrow Agent assumes no liability in connection
with the holding of the Earnest Money pursuant hereto except for negligence or willful misconduct of Escrow
Agent. Escrow Agent shall not be responsible for the validity, correctness, or genuineness of any document or notice
referred to under this Agreement. Seller and Buyer hereby agree to indemnify, protect, save, and hold harmless
Escrow Agent and Escrow Agent's successors, assigns, and agents pursuant to this Agreement, from any and all
liabilities, obligations, losses, damages, claims, actions, suits, costs, or expenses (including attorneys' fees) of
whatsoever kind or nature imposed on, incurred by, or asserted against Escrow Agent that in any way relate to or
arise out of the execution and delivery of this Agreement and any action taken hereunder; provided, however, that

Seller and Buyer shall have no such obligation to indemnify, save, and hold harmless Escrow Agent for any liability
incurred by, imposed upon, or established against Escrow Agent as a result of Escrow Agent's negligence or willful
misconduct.
Section 10. Closing: At or before Closing, Seller shall deliver to Buyer a special warranty deed and other
documents customarily executed or delivered by a seller in similar transactions, including without limitation, a bill
of sale for any personalty listed on Exhibit B, an owner's affidavit, lien waiver forms (and such other lien related
documentation as shall permit the Property to be conveyed free and clear of any claim for mechanics' liens) and a
non -foreign status affidavit (pursuant to the Foreign Investment in Real Property Tax Act), and Buyer shall cause to
be delivered the funds necessary to pay to Seller the Purchase Price. The Closing shall be conducted by Buyer's
attorney or handled in such other manner as the parties hereto may mutually agree in writing. Possession shall be
delivered at Closing, unless otherwise agreed herein, including, specifically, Section 21 hereof, free and clear of any
and all tenants or other occupants of the Property. The Purchase Price and other funds to be disbursed pursuant to
this Agreement shall not be disbursed until the Buyer's attorney's (or other designated settlement agent's) receipt of
authorization to disburse all necessary funds. Without limiting the foregoing, at Closing Seller shall deliver the
documents listed on Exhibit D.
Section 11. Notices: Unless otherwise provided herein, all notices and other communications that may be
or are required to be given or made by any party to the other in connection herewith shall be in writing (which shall
include electronic mail) and shall be deemed to have been properly given and received (i) on the date delivered in
person or (ii) the date deposited in the United States mail, registered or certified, return receipt requested, to the
addresses set out in Section I(f) as to Seller and in Section I(g) as to Buyer, or at such other addresses as specified
by written notice delivered in accordance herewith, (iii) upon the sender's receipt of evidence of complete and
successful transmission of electronic mail or facsimile to the electronic mail address or facsimile number, if any,
provided in Section I(f) as to Seller and in Section I(g) as to Buyer or (iv) on the date deposited with a recognized
overnight delivery service, addressed to the addresses set out in Section I(f) as to Seller and in Section I(g) as to
Buyer, or at such other addresses as specified by written notice delivered in accordance herewith. If a notice is sent
by more than one method, it will be deemed received upon the earlier of the dates of receipt pursuant to this Section.
Section 12. Counterparts; Entire Agreement: This Agreement may be executed in one or more
counterparts, which taken together, shall constitute one and the same original document. Copies of original
signature pages of this Agreement may be exchanged via facsimile or electronic mail, and any such copies shall
constitute originals. This Agreement constitutes the sole and entire agreement among the parties hereto and no
modification of this Agreement shall be binding unless in writing and signed by all parties hereto. The invalidity of
one or more provisions of this Agreement shall not affect the validity of any other provisions hereof and this
Agreement shall be construed and enforced as if such invalid provisions were not included.
Section 13. Enforceability: Subject to approval of the Bankruptcy Court, this Agreement shall become a
contract when signed by both Buyer and Seller and such signing is communicated to both parties; it being expressly
agreed that the notice described in Section 11 is not required for effective communication for the purposes of this
Section 13. This Agreement shall be binding upon and inure to the benefit of the parties and their respective
successors and assigns.
Section 14. Adverse Information and Compliance with Laws:
(a) Seller Knowledge: Seller has no actual knowledge of (i) condemnation(s) affecting or
contemplated with respect to the Property; (ii) actions, suits, or proceedings pending or threatened
against the Property; (iii) changes contemplated in any applicable laws, ordinances, or restrictions
affecting the Property; or (iv) governmental special assessments, either pending or confirmed, for
sidewalk, paving, water, sewer, or other improvements on or adjoining the Property, and no
pending or confirmed owners' association special assessments, except as follows (Insert "None"
or the identification of any matters relating to (i) through (iv) above, if any):
C$I

NONE
Note: For purposes of this Agreement, a "confirmed" special assessment is defined as an
assessment that has been approved by a governmental agency or an owners' association for the
purpose(s) stated, whether or not it is fully payable at time of closing. A "pending" special
assessment is defined as an assessment that is under formal consideration by a governing body.
Seller shall pay all owners' association assessments and all governmental assessments confirmed
as of the date of Closing, if any, and Buyer shall take title subject to all pending assessments
disclosed by Seller herein, if any.
Seller also makes the representations and warranties set forth on Exhibit E.
(b) Compliance: To Seller's actual knowledge, (i) Seller has complied with all applicable laws,
ordinances, regulations, statutes, rules, and restrictions pertaining to or affecting the Property; (ii)
performance of the Agreement will not result in the breach of, constitute any default under or
result in the imposition of any lien or encumbrance upon the Property under any agreement or
other instrument to which Seller is a party or by which Seller or the Property is bound; and (iii)
there are no legal actions, suits or other legal or administrative proceedings pending or threatened
against the Property, and Seller is not aware of any facts which might result in any such action,
suit or other proceeding.
Section 15. Survival of Representations and Warranties: All representations, warranties, covenants and
agreements (except for any covenants or agreements that by their nature cannot be satisfied or performed prior to
Closing) made by the parties hereto shall not survive the Closing and delivery of the deed. Seller shall, at or within
thirty (30) days after the Closing, and without further consideration, execute, acknowledge and deliver to Buyer such
other documents and instruments, and take such other action as Buyer may reasonably request or as may be
necessary to more effectively transfer to Buyer the Property described herein in accordance with this Agreement.
The acceptance of the deed by Buyer shall be deemed to be full performance and discharge of every agreement and
obligation on the part of Seller to be performed pursuant to this Agreement, except those, if any, that are stated
herein to survive the delivery of the deed.
Section 16. Applicable Law: This Agreement shall be construed under the laws of the State of North
Carolina, except to the extent that the laws of such State are superseded by the Bankruptcy Code, Title 11 of the
United States Code, 11 U.S.C. §§ 101-1532. For so long as Seller is subject to the jurisdiction of the Bankruptcy
Court, the Buyer and Seller irrevocably elect as the sole judicial forum for the adjudication of any matters arising
under or in connection with the Agreement, and consent to the exclusive jurisdiction of, the Bankruptcy Court.
After Seller is no longer subject to the jurisdiction of the Bankruptcy Court, the parties hereto irrevocably elect as
the sole judicial forum for the adjudication of any matters arising under or in connection with this Agreement, and
consent to the jurisdiction of, any state or federal court located in the State of Delaware.
Section 17. Assignment: This Agreement may be assigned by Buyer to an affiliate of Buyer without the
consent of Seller; provided, however, that no assignment by Buyer shall release Buyer from the obligations of this
Agreement.
Section 18. Memorandum of Contract: Upon request by either party, the parties hereto shall execute a
memorandum of contract in recordable form setting forth such provisions hereof (other than the Purchase Price and
other sums due) as either party may wish to incorporate. Such memorandum of contract shall contain a statement
that it automatically terminates and the Property is released from any effect thereby as of a specific date to be stated
in the memorandum (which specific date shall be no later than the date of Closing). The cost of recording such
memorandum of contract shall be borne by the party requesting execution of same.
7

Section 19. Authority: Each signatory to this Agreement represents and warrants that he or she has full
authority to sign this Agreement and such instruments as may be necessary to effectuate any transaction
contemplated by this Agreement on behalf of the parry for whom he or she signs and that his or her signature binds
such parry.
Section 20. Brokers: Except as expressly provided herein, Buyer and Seller agree to indemnify and hold
each other harmless from any and all claims of brokers, consultants or real estate agents by, through or under the
indemnifying parry for fees or commissions arising out of the sale of the Property to Buyer. Buyer and Seller
represent and warrant to each other that: (i) except as to the Brokers designated under Section l(e) of this
Agreement, they have not employed nor engaged any brokers, consultants or real estate a gents to be involved in this
transaction and (ii) that the compensation of the Brokers is established by and shall be governed by separate
agreements entered into as amongst the Brokers, the Buyer, and the Seller.
❑ EIFS/SYNTHETIC STUCCO: If the adjacent box is checked, Seller discloses that the Property has
been clad previously (either in whole or in part) with an "exterior insulating and finishing system"
commonly known as "EIFS" or "synthetic stucco ". Seller makes no representations or warranties
regarding such system and Buyer is advised to make its own independent determinations with respect
to conditions related to or occasioned by the existence of such materials at the Property.
Section 21. Access: Seller shall deliver possession of the Property (without any tenant or occupant) to
Buyer immediately at Closing. Seller shall also provide to Buyer at Closing all keys and key fobs (and similar
devices) and security codes for any of the buildings or improvements on the Property. Notwithstanding the
foregoing, after the Closing and for a period not to extend beyond February 20, 2019, Buyer agrees to provide PPL
Acquisition Group I, LLC, a Delaware limited liability company ("M&E Buyer"), and any purchaser of the
machinery and equipment located at the Property that is owned by M&E Buyer, an unrestricted and unencumbered
license to use the Property to (i) prepare for and conduct a live or online auction or other sale of such machinery and
equipment; and (ii) remove any such machinery and equipment from the Property; provided that M&E Buyer shall
enter into and deliver at Closing the M&E Buyer Agreement and Seller shall enter into and deliver at Closing the
License Fee and Indemnity Agreement.
The "M&E Buyer Agreement' shall be an agreement between M&E Buyer and Buyer (in a form
reasonably satisfactory to Buyer) in which M&E Buyer agrees: (A) to a limited license to use the Property from and
after Closing extending no later than February 20, 2019, for the purposes described above; (B) to acknowledge that
any property of the M&E Buyer or any purchaser of the machinery and equipment located at the Property shall
remain on the Property at such M&E Buyer's or any such purchaser's sole risk and waives any claims against Buyer
for damage or loss to any such property; (C) to not make any structural alterations to any improvements in removing
any such machinery and equipment from the Property; (D) to restore any damage to the Property caused by or
related to the storage or removal of such machinery and equipment on or from the Property; (E) to carry commercial
general liability and personal property insurance satisfactory to Buyer; and (F) that Buyer may dispose of such
machinery and equipment in its sole discretion without further liability or obligation to the M&E Buyer or any other
person if such machinery and equipment is not removed from the Property as of February 20, 2019, and that the
M&E Buyer shall reimburse Buyer for any reasonable expenses incurred by Buyer in such disposal.
The "License Fee and Indemnity Agreement" shall be an agreement between Seller and Buyer (in a form
reasonably satisfactory to Buyer) in which Seller agrees to:
(A) Pay to Buyer in advance beginning on February 1, 2019, up to and including February 20, 2019, Seven
Thousand Five Hundred Dollars ($7,500.00) for each week (pro rated for any partial week) that any of
the M&E Buyer's property remains on the Property; and
(B) indemnify, defend, and hold harmless Buyer and its directors, officers, shareholders, managers,
members, employees, agents, and representatives (each an "Indemnified Party") up to an amount not
to exceed Two Hundred Thousand Dollars ($200,000.00) in the aggregate of and from and against any

and all liabilities, obligations, losses, damages, injunctions, suits, actions, fines, penalties, claims,
demands, remediation obligations, costs and expenses of every kind or nature, including reasonable
attorneys' fees and court costs, incurred by an Indemnified Party, arising directly or indirectly from or
out of or related to: (1) any failure of M&E Buyer to perform any of the terms or conditions of the
M&E Buyer Agreement; (2) the use of the Property by the M&E Buyer or its agents or invitees or any
purchaser of the M&E Buyer's assets, including, without limitation, the storage, sale, use of the
Property as an auction site, or removal of the M&E Buyer's assets on the Property; (3) any accident,
injury, or damage which shall happen at, in, upon, or to the Property or to any other property, however
occurring, related to or resulting from the M&E Buyer's activities on the Property or the storage, sale,
or removal of the M&E Buyer's assets on the Property or use of the Property as an auction site; (4) any
failure of M&E Buyer to comply with any laws, ordinances, requirements, orders, directions, rules, or
regulations of any governmental authority; (5) any contamination of the Property or other
environmental issues caused by an act or omission of M&E Buyer or resulting from or related to any
Hazardous Materials brought onto the Property by or on behalf of the M&E Buyer; or (6) any other act
or omission of Licensee, its employees, agents, invitees, licensees, or contractors.
Section 22. Certain Assets. For purposes of clarity, and without limitation, all of Seller's right, title, and
interest in and to the following assets, whether or not fixtures, which were used in connection or associated with the
Property whether as of October 17, 2018, or as of the Contract Date (collectively, the "Essential Additional Assets"),
will be conveyed to Buyer pursuant to this Agreement (in consideration of a portion of the Purchase Price): sprinkler
system, electrical system, lighting, phone system, inter-com system, boiler system, heating system, and surveillance
and security system.
Section 23. Additional Conditions to Closing. The following shall be additional conditions to Buyer's
obligations to close the transactions contemplated by this Agreement:
(a) all Seller's right, title, and interest in and to the Essential Additional Assets and the property
described on Exhibit B shall be conveyed and delivered to Buyer at Closing, free and clear of all liens and
encumbrances;
(b) on or prior to the expiration of the Examination Period, Buyer shall have acquired or entered into
a binding agreement to acquire from the M&E Buyer for a purchase price not to exceed $250,000 and free and clear
of all liens and encumbrances (A) the entire finishing system and conveying system (including both the "upstairs"
and "downstairs" conveying systems) that were used in connection or associated with the Property whether as of
October 17, 2018, or as of the Contract Date, whether or not fixtures (collectively, the "Purchased Equipment'),
including, without limitation, those items set forth or described on Exhibit F; and (B) to the extent constituting assets
previously acquired by the M&E Buyer, all of M&E Buyer's right, title, and interest in and to the Essential
Additional Assets and the property described on Exhibit B, including, without limitation, those items set forth or
described on Exhibit F;
(c) Buyer's binding agreement with the M&E Buyer described in (b) above shall remain in full force
and effect at Closing and the M&E Buyer shall not be in breach or violation thereof,
(d) Seller and the M&E Buyer, collectively, shall have all right, title, and interest to all of the
Essential Additional Assets, the property described on Exhibit B, and Purchased Equipment immediately prior to
Closing and shall deliver at Closing all such right, title, and interest to Buyer free and clear of any liens;
(e) the Essential Additional Assets, the property described on Exhibit B, and Purchased Equipment
shall be on the Property at Closing and shall be in the same condition at Closing as existed as of the Contract Date;
(f) neither Seller nor the M&E Buyer (nor any other person or entity) shall have made any structural
alterations to any improvements on the Property from and after the Contract Date; and
I

(h) Seller shall have executed and delivered to Buyer the License Fee and Indemnity Agreement and
M&E Buyer shall have executed and delivered to Buyer the M&E Buyer Agreement.
If any of the conditions set forth above or elsewhere in this Agreement are not satisfied as of the Closing
Date, Buyer may terminate this Agreement and receive a return of the Earnest Money.
Section 24. Amendment and Restatement. This Agreement amends and restates in its entirety that
certain Agreement for Purchase and Sale of Real Property dated on or around November 21, 2018, by and between
Buyer and Seller.
Signature Page Follows
10

IN WITNESS WHEREOF, Buyer and Seller have executed this Amended and Restated Agreement for
Purchase and Sale of Real Property as of December i7,2018.
Seller:
HHG REAL PROPERTY LLC
By:
Name: Robert Albergotti
Title: Chief Restructuring Officer
Buyer:
HAMILTON SQUARE, LLC
0
Name:
Title:
The undersigned hereby acknowledges receipt of the Earnest Money set forth herein and agrees to hold the Earnest
Money in accordance with the terms hereof:
(Name of Firm)
Date: By;
[SIGNATURE PAGE FOR AGREEMENT FOR PURCHASE AND SALE OF REAL ESTATE]

IN WITNESS WHEREOF, Buyer and Seller have executed this Amended and Restated Agreement for
Purchase and Sale of Real Property as of December 12, 2018.
Seller:
HHG REAL PROPERTY LLC
By:
Name:
Title:
Buyer:
HAMILTON SQUARE, LLC
By:t r
Name: Jeffery Chang
Title: CFO
-------------------------------------------------------
The undersigned hereby acknowledges receipt of the Earnest Money set forth herein and agrees to hold the Earnest
Money in accordance with the terms hereof:
(Name of Firm)
Date: By:
[SIGNATURE PAGE FOR AGREEMENT FOR PURCHASE AND SALE OF REAL ESTATE]

IN WITNESS WHEREOF, Buyer and Seller have executed this Amended and Restated Agreement for
Purchase and Sale of Real Property as of December _, 2018.
Seller:
HHG REAL PROPERTY LLC
By:
Name:
Title:
Buyer:
HAMILTON SQUARE, LLC
0
Name:
Title:
The undersigned hereby acknowledges receipt of the Earnest Money set forth herein and agrees to hold the Earnest
Money in accordance with the terms hereof:
(Name of Firm)
LN
[SIGNATURE PAGE FOR AGREEMENT FOR PURCHASE AND SALE OF REAL ESTATE]

Exhibit A
Legal Description
Land (together with all buildings and improvements thereon and all fixtures and appurtenances thereto)
consisting of IL 143 acres, more or less, and 23.55 acres, more or less, and shown on maps recorded in
Plat Book 18 Pages 190 and 191 in the office of the Register of Deeds for Caldwell County, North
Carolina.

Exhibit B
Personal Property
Any and all of the following which were used in connection or associated with the Property whether as of
October 17, 2018, or as of the Contract Date: (i) personal property constituting fixtures that are affixed to the
Property; and (ii) sprinkler system, electrical system, lighting, phone system, inter-com system, boiler system,
heating system, and surveillance and security system which constitute personal property.
13

Exhibit C
Additional Conditions to Closing
The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the
fulfillment or Buyer's waiver, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority having enacted, issued, promulgated, enforced or
entered any Governmental Order that is in effect and has the effect of making the transactions contemplated by this
Agreement illegal, otherwise restraining or prohibiting consummation of such transactions that are not otherwise
satisfied, resolved or preempted by the Sale Order. "Governmental Authority" means any federal, state, local or
foreign government or political subdivision thereof, or any agency or instrumentality of such government or political
subdivision, or any self -regulated organization or other non -governmental regulatory authority or quasi -
governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the
force of Law), or any arbitrator, court or tribunal of competent jurisdiction. "Governmental Order" means any
order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental
Authority.
(b) The Bankruptcy Court shall have entered the Sale Order, and the Sale Order
shall not have been stayed, vacated, reversed, or modified as of the Closing Date.
(c) The representations and warranties of Seller contained in this Agreement shall
be true and correct in all material respects on and as of the Closing Date with the same effect as though made at and
as of such date.
(d) Seller shall have duly performed and complied in all material respects with all
agreements, covenants, and conditions required by this Agreement to be performed or complied with by Seller prior
to or on the Closing Date.
(e) Seller shall have delivered to Buyer duly executed counterparts to documents
required to be delivered by Seller at Closing (including, without limitation, the M&E Buyer Agreement duly
executed by the M&E Buyer).
(f) Subject to the Sale Order (provided the Sale Order provides customary lien
releases as specified in the mutually agreeable sale order, as approved by the Bankruptcy Court), Seller shall have
executed, delivered, and filed or authorized Buyer to file such termination statements, lien releases, discharges,
financing change statements or other documents, notices or other instruments as Buyer may reasonably deem
necessary to release all liens and encumbrances (other than Permitted Exceptions) on the Property.
14

Exhibit D
Additional Seller Closing Documents
At the Closing, in addition to any other documents required to be delivered by Seller at Closing, Seller will
deliver or cause to be delivered to Buyer the following, each of which shall be duly executed by Seller (or, in the
case of the M&E Buyer Agreement, the M&E Buyer):
(1) the License Fee and Indemnity Agreement;
(2) a copy of the Sale Order entered by the Bankruptcy Court;
(3) a Bill of Sale for the personal property described on Exhibit B;
(4) the state and county transfer forms that are required to be executed by
the applicable Seller to effectuate the real property transfers for the Property;
(5) an assignment of (i) any transferrable warranties (such as roof
warranties, etc.) related to the Property; and (ii) any unrecorded agreements made for the benefit of the Property
(such as unrecorded license agreements for use of neighboring properties, etc.);
(6) a special warranty deed for the Property;
(7) a FIRPTA certificate and such other documents as Buyer's title
company may reasonably request to issue an owner's policy at regular rates subject only to the standard exceptions
and Permitted Exceptions;
(8) a certificate, dated the Closing Date and signed by a duly authorized
officer of the Seller that: (a) the representations and warranties of Seller contained in this Agreement are and remain
true and correct in all material respects; and (b) Seller has duly performed and complied in all material respects with
all agreements, covenants and conditions required by this Agreement to be performed or complied with by it prior to
or on the Closing Date;
(9) a Settlement Statement;
(10) such other customary instruments of transfer, assumption, filings or
documents, in form and substance reasonably satisfactory to Buyer, as may be reasonably required to give effect to
this Agreement; and
(11) the M&E Buyer Agreement.
15

Exhibit E
Additional Representations and Warranties of Seller
In addition to any other representations and warranties of Seller, Seller hereby represents and warrants as
follows:
(a) Organization and Qualification of Seller. Seller is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization. Seller has full power and authority to own, operate, or
lease the Property. Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in
which the ownership by it of the Property makes such licensing or qualification necessary.
(b) Authority of Seller. Subject to the entry of the Sale Order in the Bankruptcy Cases, (i) Seller has
full power and authority to, enter into this Agreement, to carry out its obligations hereunder and to consummate the
transactions contemplated hereby; (ii) the execution and delivery by Seller of this Agreement, the performance by
such Seller of its obligations hereunder and the consummation by Seller of the transactions contemplated hereby
have been duly authorized by any necessary action on the part of such Seller; and (iii) this Agreement has been duly
executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this
Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with
its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or
effecting creditors' rights and to general principles of equity.
(c) No Conflicts: Consents. To the knowledge of Seller and subject to the entry of the Sale Order in
the Bankruptcy Cases, the execution, delivery and performance by Seller of this Agreement, and the consummation
of the transactions contemplated hereby, do not and will not: (a) conflict with or result in a violation or breach of, or
default under, any provision of the certificate of formation, operating agreements or other organizational documents
of Seller; (b) conflict with or result in a violation or breach of any provision of any law applicable to Seller; (c)
Intentionally Omitted; (d) result in the creation or imposition of any lien or encumbrance on the Property; or (e)
require the consent of, or filing with, any Governmental Authority.
(d) Purchased Real Property. With respect to the Property (a) Seller has good and valid fee simple
insurable title free and clear of all liens, encumbrances and defects of title other than the Permitted Exceptions; and
(b) the improvements thereon are in good working order and repair subject to normal wear and tear and ordinary,
routine maintenance and repairs. Seller has not received written notice of any pending condemnation proceeding
with respect to the Property nor, to such Seller's knowledge, is there any threatened condemnation that would
preclude or impair the use of the Property by Buyer for the purposes for which it is currently used. Other than the
right of Buyer pursuant to this Agreement, there are no other options or rights of first offer or rights of first refusal
or similar rights or options to purchase, lease or otherwise acquire any interest in any of the Property that have been
granted by the Seller to any person or entity (other than Buyer) that are enforceable.
(e) Environmental Matters. To the knowledge of Seller, Seller is, and has been at all times since
December 31, 2015, in compliance in all material respects with all Environmental Laws. To the knowledge of
Seller, all material Environmental Permits required in connection with the ownership of the Property have been
obtained and are in full force and effect and the Seller is, and has been at all times since December 31, 2015, in
compliance in all material respects with all such Environmental Permits. There are no material Actions pending or,
to the knowledge of Seller, threatened in writing against any Seller pursuant to Environmental Laws. This
subsection (e) contains the sole representations and warranties concerning Environmental Laws in the Agreement.
"Environmental Law" means any applicable Law (a) relating to pollution (or the cleanup thereof) or the protection
of natural resources or the environment (including ambient air, soil, surface water or groundwater, or subsurface
strata) or (b) concerning the management, manufacture, use, containment, storage, recycling, reclamation, reuse,
treatment, generation, discharge, transportation, processing, production, disposal or remediation of any Hazardous
Materials. "Environmental Permit" means any Permit required under or issued, granted, given, authorized by or
made pursuant to Environmental Law. "Permits" means all permits, licenses, franchises, approvals, authorizations,
16

registrations, certificates, variances and similar rights obtained, or required to be obtained, from Governmental
Authorities, held in connection with the ownership or operation of the Property. "Action" means any claim, action,
cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation,
summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether
at law or in equity.
(f) Legal Proceedings: Governmental Orders. There are no Actions pending or, to the knowledge of
Seller, threatened in writing against or by Seller (i) relating to or affecting the Property; or (ii) that challenge or seek
to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
17

Exhibit F
Additional Items to be Purchased from M&E Buyer
[to be attached]
01:23777417.8

MYRON BOWLING
1--;;; AUCTIONEERS, INC.
PO. Box 369, Ross, Ohio 45061
Office: 513/738-3311 Fax! 513/738-0221
E-Mail: [e-mail]
Web: myronbowling .corn
Bill To:
HAMILTON SQUARE LLC
Invoice
Date Invoice #
12/10/2018 10555
I Description Amount
The following are included in the price quoted for the sprinkler system 250,000.00
(sprinkler piping, risers, sprinkler heads, fire pumps, controls), electrical
system (substations, buss bar, power distribution, switch gear,
transformers currently installed in electrical network, and their
associated controls), lighting, phone system, intercom system and the
following photos: 120, 202, 213, 214, 215, 221, 230, 236, 237 thru
239, 242 thru 248
The following are included in the price quoted for finishing
assets --complete contents of new finishing area including (2) large air
make-up units located outside and the following photos: 122 thru 156
The following are included in the price quoted for conveying
system --overhead chain conveying system and the following photos:
165, 166, 169, 216 thru 218, 220, 222, 226, 227
1.) Photos 105 thru 121--This is the roller and slat conveyor, scissor lift
tables, off line scissor tables by the dock door, rollover machine, off line
touch up booth and cabinets in adjoining room, conveyor in repair area,
and conveyor going from the second to the third floor.
2.) Photos 157-158 and 164. These are carts outside of the new
finishing area in the packing area and were not included in the previous
quote.
3.) Photo 160--These racks are actually located in the new finishing
area.
4.) Photos 161 and 163--These racks and contents of fixtures are not
located in the new finishing area.
5.) Photos 184 thru 205--This is the contents of the old finishing area.
6.) Photos 170, 180, 183, and 219--These are off line touch up paint
booths located throughout the facility.
Total
Payments/Credits
Balance Due
Page 1

MYRON BOWLING
1--;;; AUCTIONEERS, INC.
PO. Box 369, Ross, Ohio 45061
Office: 513/738-3311 Fax! 513/738-0221
E-Mail: [e-mail]
Web: myronbowling .corn
Bill To:
HAMILTON SQUARE LLC
Invoice
Date Invoice #
12/10/2018 10555
I Description Amount
7.) Photo 206--These racks were not included in the previous quote
8.) Photos 207 thru 211--This mesh conveyor line in the cabinet room
was not included in the previous quote.
9.) Photos 228--This conveyor in the warehouse was not part of the
previous quote.
10.) Photos 229, 231, 233, and 234--This truck unloading system was
not part of the previous quote.
11.) Photos 249 thru 253--The contents of the air compressor room
were not part of the previous quote.
12.) Photos 159, 162, 167, 168, 171, 172, 173, 176, 177, 178, 179,
181, and 182--These various contents of the pack out area.
The refundable deposit of $50,000 will be paid by wire transfer not later
than close of business on December 11, 2018. The deposit is fully
refundable to Hamilton by Big Shoulders and PPL if for any reason the
court does not approve the sale, or HHG is unable to transfer title to
the assets free and clear of all liens and encumbrances.
All equipment referenced in this invoice will be withdrawn from the
auction and Myron Bowling will not market or attempt to sell the
equipment to any other party, after receipt of the deposit.
Total $250,000.00
Payments/Credits $0.00 1
Balance Due $250,000.00 j
Page 2