EXHIBIT 10.1

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of November 1, 2021, by and between College Station Investors LLC, a Texas limited liability company (“College Station”) and Bryan Capital Investors LLC, a Texas limited liability company (“Bryan Capital”, and collectively with College Station, the “Seller”), iBio, Inc., a Delaware corporation (“Inc.”), and iBio CDMO LLC, a Delaware limited liability company (“CDMO” or “Subtenant”, and collectively with Inc., “Purchaser”).

W I T N E S S E T H:

A.       College Station is the tenant under the Ground Lease dated March 8, 2010, between The Board of Regents of the Texas A&M University System, an agency of the State of Texas (“A&M”), as landlord, and College Station’s predecessor in interest, as tenant, as amended by the Estoppel Certificate and Amendment to Ground Lease Agreement between A&M and College Station dated December 22, 2015 (together, the “Ground Lease”), related to that certain parcel of real estate located in Brazos County, Texas, as more particularly described on Exhibit A attached hereto (the “Land”).

B.       Subtenant subleases the Land and related improvements from College Station, subject to the Ground Lease, pursuant to a Sublease Agreement between College Station and Subtenant dated January 13, 2016 (the “Sublease”).

C.       Seller and Purchaser have agreed that, at Closing, (1) College Station will assign its interest in the Ground Lease to CDMO, (2) College Station and Subtenant will terminate the Sublease, and (3) Seller shall convey to CDMO and Inc. all the equity it currently holds in Inc. and CDMO, and more specifically described in Article V of iBio’s Certificate of Designation as iBio CMO Preferred Tracking Stock (the “Tracking Stock”) and all of Seller’s equity interest in CDMO (the “Purchased Equity”, and together with the Tracking Stock, the “Equity”), all subject to and in accordance with this Agreement.

NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) paid by Purchaser to Seller, the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

Article 1
SALE OF PROPERTY; TERMINATION OF SUBLEASE

1.1       Sale of Property

. Seller agrees to sell, transfer and assign to Purchaser, and Purchaser agrees to purchase, accept and assume from Seller, subject to the terms and conditions set forth in this Agreement, the following (herein collectively referred to as the “Property”):

1.1.1       Real Property and Real Property Interest

. All of Seller’s right, title and interest in the Ground Lease, together with all of Seller’s right, title and interest in and to all improvements and fixtures related thereto, and all rights, privileges and appurtenances pertaining thereto, including all rights, easements, privileges, appurtenances and privileges belonging or appertaining thereto (the above-reference land, including the Land and the improvements located on the Land are collectively referred to herein as the “Real Property”, and the ground lease interest of Seller in such land and all other interests referenced above are collectively referred to herein as the “Real Property Interest”); and

1.1.2       Personal Property

. All of Seller’s right, title and interest in and to all tangible personal property owned by Seller and located on the Real Property and used in the ownership, operation and maintenance of the Real Property, and all books, records and files relating to the Real Property, but specifically excluding any items of personal property owned or leased by CDMO (from any party other than Seller) at or on the Real Property and further excluding any items of personal property owned by third parties and leased to Seller (collectively, the “Tangible Personal Property”).

1.1.3       Other Property Rights

. All of Seller’s right, title and interest in and to (a) all licenses, permits and other written authorizations for the use, operation or ownership of the Real Property (to the extent assignable without cost to Seller); and (b) all domain names and other intellectual property used exclusively for the Real Property (the rights and interests of Seller described in clauses (a) and (b) hereinabove being herein collectively referred to as the “Other Property Rights”); provided, however, the foregoing Other Property Rights shall be expressly limited to such property used solely in connection with the Real Property and shall in no event include any property otherwise related to any other business operations conducted by any of Seller’s affiliates. Tangible Personal Property and Other Property Rights shall not include (i) all cash on hand or on deposit in any bank, operating account or other account maintained in connection with the ownership, operation or management of the Property, cash equivalents (including certificates of deposit), deposits held by third parties (e.g., utility companies) and bank accounts, (ii) all insurance policies maintained in connection with the ownership, operation or management of the Property, (iii) any appraisals or other economic evaluations of, or projections with respect to, all or any portion of the Property, including, without limitation, budgets prepared by or on behalf of Seller or any affiliate of Seller, (iv) any documents, materials or information which are subject to attorney/client, work product or similar privilege, which constitute attorney communications with respect to the Property and/or Seller, or which are subject to a confidentiality agreement, and (v) any documents pertaining solely to the marketing of the Property and any direct or indirect interest therein for sale to prospective purchasers.

1.2       Termination of Sublease

. College Station and Subtenant agree that the Sublease shall terminate as of the Closing Date (the “Sublease Termination”) as if the Closing Date was the natural expiration of the term of the Sublease, except that Subtenant shall have no obligation to repair or restore the Real Property under the Sublease as part of the Sublease Termination. Seller and Subtenant shall have no rights or remedies against each other related to the Sublease following the Closing Date other than with respect to (1) those indemnification obligations under the Sublease that survive the expiration or termination of the Sublease and (2) the terms of this Agreement.

Article 2
PURCHASE PRICE

2.1       Purchase Price

. The purchase price to be paid by Purchaser to Seller for the Property and as consideration for the Sublease Termination is the total sum of Twenty Eight Million Seven Hundred Fifty Thousand Dollars ($28,750,000.00) (together, the “Purchase Price”). The Purchase Price shall be paid in the following manner: (1) Twenty Eight Million Dollars ($28,000,000.00) of the Purchase Price shall be paid in U.S. Dollars (the “Cash Purchase Price”) (for clarity, Fifty Thousand Dollars [$50,000.00] payable by Purchaser to Seller pursuant to the Equity Purchase Agreement shall be applied toward the Cash Purchase Price); and (2) the remainder of the Purchase Price shall be paid with One Million (1,000,000) warrants on stock in Inc. (the “Warrants”) to be granted pursuant to a warrant to purchase stock agreement in the form attached as Exhibit I hereto (the “Warrant Agreement”). Purchaser shall deliver the Purchase Price to Seller on the Closing Date, subject to the prorations and adjustments set forth in Article 4, plus any other amounts required to be paid by Purchaser to Seller at the Closing.

Article 3
TITLE MATTERS

3.1       Title to Real Property Interest

. College Station shall convey and CDMO shall accept the Real Property Interest subject to: (i) the specific exceptions (including exceptions that are a part of the promulgated title insurance form) in the Title Commitment that the Title Company has not agreed to remove from the Title Commitment as of the date hereof and that Seller is not required to remove as provided below; (ii) matters created by, through or under Purchaser; (iii) items shown on the Survey which have not been removed as of the date hereof (or if Purchaser does not obtain a survey or an update to the Survey, all matters that a current, accurate survey of the Property would show); (iv) real estate taxes not yet due and payable; (v) all applicable local, state and federal laws, ordinances or governmental regulations, including, but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property; (vi) all matters of title relative to the Real Property Interest, except for any monetary liens of an ascertainable amount created by, through, or under Seller (but excluding any matters created by, through, or under Purchaser or its affiliates), which College Station shall remove or release at Closing; (vii) the Ground Lease; and (viii) the Memorandum of Lease between A&M and Texas BioProperties, LP dated March 8, 2010.

3.2       Title and Survey

. AmTrust Title Insurance Company (600 Congress Avenue, 14^th Floor, Austin, Texas 78701, Attention: Michael Elkins) (the “Title Company” or “Escrow Agent”) has provided a Texas T-7 title insurance commitment (the “Title Commitment”) covering the Real Property Interest, showing all matters affecting title to the Real Property Interest and binding the Title Company to issue at the Closing an owner’s policy of title insurance for the Real Property Interest in the full amount of the Purchase Price (the “Title Policy”), together with copies of all documents identified in the Title Commitment which either create or evidence an exception to title or links thereto as set forth in the Title Commitment. Purchaser acknowledges receipt from Seller of a survey for the Real Property prepared by Strong Surveying and dated December 2, 2015 (the “Survey”).

Article 4
ADJUSTMENTS AND PRORATIONS

The following adjustments and prorations shall be made at the Closing:

4.1       Sublease Rents

. All amounts due and payable under or related to the Sublease shall be prorated between College Station and Subtenant as if the Closing Date was the last day of the term of the Sublease, and College Station shall reimburse Subtenant for any Base Rent (as defined in the Sublease) and any other payments paid by Subtenant that would have been due on or after the Closing Date. Notwithstanding the foregoing, any Percentage Rent (as defined in the Sublease) due by Subtenant under the Sublease for the period starting on July 1, 2021 and ending on the Closing Date shall be paid in additional Warrants.

4.2       Rent Under Ground Lease

. Rent and other amounts payable by College Station under the Ground Lease shall be prorated as of midnight of the day prior to the Closing. College Station shall pay all such rent or other amounts attributable to any period prior to the date upon which the Closing occurs, and CDMO shall pay all such rent and other amounts attributable to any period beginning on or after the date upon which the Closing occurs.

4.3       Operating Expenses

. Any operating expenses for the Property shall not be prorated and shall remain the responsibility of Purchaser.

4.4       Apportionment Credit

. Any apportionments and prorations which are not expressly provided for in this Article shall be made in accordance with the customary practice in the local jurisdictions in which the Real Property is located. Purchaser and Seller agree to prepare a schedule of tentative adjustments at least three (3) business days prior to the Closing Date. In the event the prorations to be made at the Closing result in a credit (i) to Purchaser, such amount shall be paid (at Seller’s option) at the Closing by giving Purchaser a credit against the Purchase Price in the amount of such credit, or (ii) to Seller, Purchaser shall pay the amount thereof to Seller at the Closing by wire transfer of immediately available funds to the account or accounts to be designated by Seller.

4.5       Closing Costs

. Purchaser shall pay (1) the cost of the Survey; (2) all recording and filing charges in connection with the instruments by which Seller conveys the Property; (3) the premium for any upgrade of Title Policy for extended or additional coverage and any deletions or endorsements to the Title Policy desired by Purchaser; and (4) fifty percent (50%) of all closing charges. Seller shall pay (a) fifty percent (50%) of all closing charges, and (b) the premium and charge of the Title Company for the standard form Title Policy. Purchaser and Seller shall each pay all legal and professional fees of the attorneys and consultants engaged by them respectively. All other costs of the Closing shall be paid in accordance with the custom of the jurisdiction in which the Real Property is located. Except as expressly provided in this Agreement or in any of the documents delivered by Seller to Purchaser at Closing, with respect to all matters affecting title to the Property (and/or any portion thereof), and any liens or other encumbrances affecting the Property (and/or any portion thereof), Purchaser acknowledges and agrees that it is solely relying upon the Title Policy. If Purchaser has any claim under the Title Policy, Purchaser agrees that it will pursue any claims under the Title Policy for recovery on such claim until final, non-appealable adjudication before making a claim against Seller (except as may be required to preserve Purchaser’s rights pursuant to applicable statutes of limitation or this Agreement), and Purchaser shall not assert any claim against Seller for a breach of a representation, warranty, or covenant with respect to such claim to the extent that Purchaser actually recovers against the Title Policy for the same issue.

4.6       Delayed Adjustment

. Following the Closing, Seller, Purchaser, and Subtenant shall reasonably cooperate with each other in order to calculate and determine the correct amount of all prorations required to made pursuant to this Article. If at any time following the Closing, the amount of an item listed in this Article shall prove to be incorrect (whether as a result of an error in calculation or a lack of complete and accurate information as of the Closing), the party in whose favor the error was made shall pay to the other party the sum necessary to correct such error within thirty (30) days after receipt of proof of such error. Notwithstanding anything herein to the contrary, the final reconciliation for adjustment of any prorations under this Article shall occur within two (2) months after the Closing.

4.7       Survival

. The terms of this Article shall survive the Closing.

Article 5
CLOSING

Purchaser and Seller hereby agree that the transaction contemplated by this Agreement (the “Transaction”) shall be consummated as follows:

5.1       Closing Date

. Consummation of the Transaction (the “Closing”) shall occur on the date hereof (the “Closing Date”). The requirements of Section 6.2(a) have been met (the “A&M Contingency”), and the requirements of Section 6.2(b) have been met (the “Financing Contingency”, and together with the A&M Contingency, the “Purchaser Contingencies”). Purchaser has notified Seller that the Purchaser Contingencies have been met. The Closing shall occur through escrow with Escrow Agent. The Closing shall take place at 12:00 p.m. Central Time on the Closing Date. Purchaser and Seller shall endeavor to conduct a “pre-Closing” on the last business day prior to the Closing Date.

5.2       Seller’s Closing Deliveries

. At the Closing, Seller shall deliver or cause to be delivered to Purchaser the following:

(a)       Warrant Agreement. The Warrant Agreement, executed by Bryan Capital;

(b)       Assignment of Ground Lease

. A Special Warranty Deed and Assignment of Ground Lease in the form of Exhibit C attached hereto, executed and acknowledged by College Station, conveying to CDMO all of College Station’s right, title and interest to the Ground Lease (the “Assignment of Ground Lease”).

(c)       Bill of Sale

. A Bill of Sale in the form of Exhibit D attached hereto, executed by College Station, conveying to CDMO all of College Station’s right, title and interest in and to the Tangible Personal Property (the “Bill of Sale”).

(d)       Termination of Sublease

. A Termination of Sublease in the form of Exhibit E attached hereto, executed by College Station, terminating the Sublease as of the Closing Date (the “Termination of the Sublease”).

(e)       Termination of Memorandum of Sublease

. A Termination of the Memorandum of Sublease in the form of Exhibit F attached hereto, executed and acknowledged by College Station, terminating the Memorandum of Sublease (the “Memorandum of Sublease”) between College Station and Subtenant dated January 13, 2016 and recorded in the Official Records of Brazos County, Texas, on January 21, 2016 as Document Number 01253855, which termination shall be effective as of the Closing Date (the “Termination of the Memorandum of Sublease”).

(f)       General Assignment

. A General Assignment in the form of Exhibit G attached hereto, executed by College Station, transferring to CDMO, to the extent assignable, all of College Station’s right, title and interest in and to the Other Property Rights not otherwise transferred by the Assignment of Ground Lease or the Bill of Sale (the “General Assignment”).

(g)       Ground Lease Estoppel Certificate

. An estoppel certificate in the form of Exhibit B attached hereto (“Ground Lease Estoppel Certificate”) executed by A&M.

(h)       Equity Purchase Agreement

(i)       . An Equity Purchase Agreement in the form of Exhibit J attached hereto (the “Equity Purchase Agreement”) executed by Bryan Capital.

(j)       Closing Statement

. A Closing Statement for the Transaction executed by Seller and reflecting the Purchase Price, prorations required to made in accordance with this Agreement, and other amounts payable by Purchaser and Seller at the Closing (the “Closing Statement”).

(k)       Non-Foreign Status Affidavit

. A non-foreign status affidavit in the form of Exhibit H attached hereto, executed by Seller, certifying that Seller is not a “foreign person” as that term is defined in Section 1445 of the Internal Revenue Code.

(l)       Transfer Tax Returns

. To the extent required by applicable law, real estate transfer tax returns executed by Seller.

(m)       Evidence of Authority

. Documentation to establish to Title Company’s reasonable satisfaction the due authorization of Seller’s sale of the Property and Seller’s delivery of the documents required to be delivered by it pursuant to this Agreement (including, but not limited to, the organizational documents of Seller and its general partners or managing members, if any, as they may have been amended from time to time, resolutions of Seller and its general partners or managing members, if any, and incumbency certificates for Seller and its general partners or managing members, if any), and such proof of the power and authority of the individual(s) executing any instruments, documents or certificates on behalf of Seller and its general partners or managing members, if any, to act for and bind Seller and its general partners or managing members, if any.

(n)       Other Documents. Any additional documents which Escrow Agent or the Title Company may reasonably require for the proper consummation of the Transaction, including, without limitation, a commercially reasonable Owner’s Affidavit and Gap Indemnity as may be required by Escrow Agent to cause Escrow Agent to issue the Title Policy to the Purchaser at Closing.

5.3       Purchaser and Subtenant Closing Deliveries

. At the Closing, Purchaser shall deliver or cause to be delivered to Seller the following:

(a)       Purchase Price

. The Cash Purchase Price as adjusted for apportionments and other adjustments required under this Agreement, plus any other amounts required to be paid by Purchaser at the Closing.

(b)       Warrant Agreement. The Warrant Agreement, executed by Inc.

(c)       Assignment of Ground Lease

. The Assignment of Ground Lease, executed and acknowledged by CDMO.

(d)       Bill of Sale

. The Bill of Sale executed by CDMO.

(e)       Termination of the Sublease

. The Termination of the Sublease executed by Subtenant.

(f)       Termination of Memorandum of Sublease

. The Termination of the Memorandum of Sublease, executed and acknowledged by Subtenant.

(g)       General Assignment

. The General Assignment executed by CDMO.

(h)       Closing Statement

. The Closing Statement executed by CDMO.

(i)       Transfer Tax Returns

. To the extent required by applicable law, real estate transfer tax returns executed by Purchaser.

(j)       Evidence of Authority

. Documentation to establish to Title Company’s reasonable satisfaction the due authorization of Purchaser’s acquisition of the Property and delivery by Purchaser and Subtenant of the documents required to be delivered by it pursuant to this Agreement (including, but not limited to, the organizational documents of Purchaser and Subtenant, resolutions of Purchaser and Subtenant, and incumbency certificates for Purchaser and Subtenant), and such proof of the power and authority of the individual(s) executing and/or delivering any instruments, documents or certificates on behalf of Purchaser and Subtenant.

(k)       Additional Documents

. Any additional documents which Seller, Escrow Agent or the Title Company may reasonably require for the proper consummation of the Transaction.

(l)       Equity Purchase Agreement

(m)       . The Equity Purchase Agreement executed by Inc.

5.4       Recording at Closing

. On the Closing Date, the Escrow Agent shall record in the official records of Brazos County, Texas, the fully executed and acknowledged (1) Assignment of Ground Lease, and (2) Termination of Memorandum of Sublease.

Article 6
CONDITIONS TO CLOSING

6.1       Seller’s Obligations

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

(a)       Consent of Landlord Under Ground Lease

. Seller shall have obtained the written consent of the landlord under the Ground Lease to the assignment of Seller’s interest in the Ground Lease to Purchaser, which written consent may be evidenced by the execution by the landlord under the Ground Lease of the Assignment and Assumption of Lease in the form of Exhibit C attached hereto, or by execution by the landlord under the Ground Lease of a letter approving the transactions described in this Agreement and Purchaser’s proposed financing in the form attached as Exhibit K hereto (the “Approval Letter”).

(b)       Purchaser’s Representations True

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

(c)       Purchaser’s Deliveries and Performance Complete

. Purchaser shall have delivered the funds required hereunder and all of the documents and other items required to be executed and delivered by Purchaser pursuant to Section 5.3.

(d)       Defaults. On the Closing Date, Purchaser shall not be materially in default in the performance of any covenant to be performed by Purchaser under this Agreement, including, without limitation, Purchaser’s obligation to deliver all of the closing documents it is required to deliver as set forth in Section 5.3.

(e)       Orders. On the Closing Date, there shall be no judicial or administrative effective order against Purchaser’s consummating the transactions contemplated herein to be consummated as of the Closing Date as a result of any suit or action instituted by any person unaffiliated with, and not acting on behalf of, Seller.

6.2       Obligations of Purchaser and Subtenant

. The obligation of Purchaser and Subtenant to close the Transaction is conditioned on all of the following, any or all of which may be expressly waived by Purchaser or Subtenant, respectively, at its sole option:

(a)       Consent of Landlord Under Ground Lease; Ground Lease in Full Force and Effect

(b)       . Seller shall have obtained the written consent of the landlord under the Ground Lease to the assignment of Seller’s interest in the Ground Lease to Purchaser, which written consent may be evidenced by the execution by the landlord under the Ground Lease of the Assignment and Assumption of Lease in the form of Exhibit C attached hereto, or by delivery of the Approval Letter. Purchaser shall have received the Ground Lease Estoppel Certificate, which shall not (i) allege any material default or breach under the Ground Lease by the “Tenant” thereunder, (ii) disclose any material adverse inconsistency with the Ground Lease, or (iii) allege any material dispute or claim by the lessor under the Ground Lease that is not a result of a default by Purchaser under the Sublease.

(c)       Financing Contingency

. Purchaser shall have obtained commercially reasonable financing in amount which is no less than seventy-five percent (75%) of the Purchase Price allowing Purchaser to complete the Transaction on the Closing Date.

(d)       Seller’s Representations True

. Subject to the provisions of Section 7.3, all representations and warranties made by Seller in this Agreement, as the same may be modified as provided in Section 7.3, shall be true and correct in all material respects on and as of the Closing, as if made on and as of such date, except to the extent they expressly relate to an earlier date.

(e)       Seller’s Deliveries and Performance Complete

. Seller shall have delivered all of the documents and other items required to be delivered by Seller pursuant to Section 5.2.

(f)       Defaults

. On the Closing Date, Seller shall not be materially in default in the performance of any covenant to be performed by Seller under this Agreement, including, without limitation, Seller’s obligation to deliver all of the closing documents it is required to deliver as set forth in Section 5.2.

(g)       Orders

. On the Closing Date, there shall be no judicial or administrative effective order against Seller’s consummating the transactions contemplated herein to be consummated as of the Closing Date as a result of any suit or action instituted by any person unaffiliated with, and not acting on behalf of, Purchaser.

(h)       Owner’s Policy

. On the Closing Date, the Title Company shall be prepared to issue to CDMO the Title Policy, with liability equal to the total purchase price for the Property, insuring Purchaser that the tenant’s ground leasehold interest in the Real Property under the Ground Lease is vested in Purchaser pursuant to this Agreement.

6.3       Waiver of Failure of Conditions Precedent

. At any time or times on or before the date specified for the satisfaction of any condition, Purchaser or Seller may elect to waive, in writing, the benefit of any such condition set forth in Sections 6.1 or 6.2, respectively. In the event any of the conditions set forth in Sections 6.1 or 6.2 are neither waived nor fulfilled, the party for whose benefit the condition exists may terminate this Agreement by delivering notice to the other whereupon neither party shall have any further rights, obligations or liabilities under this Agreement except for those which expressly survive the termination of this Agreement; provided, however, if the failure of a condition set forth in this Agreement for the benefit of a party is not satisfied due to a default of the other party, then the terms of Article 9 shall govern.

Article 7
REPRESENTATIONS AND WARRANTIES

7.1       Purchaser’s Representations

. Purchaser represents and warrants to Seller as follows as of the date of the Agreement through the Closing: Purchaser (i) is duly organized (or formed), validly existing and in good standing under the laws of its state or commonwealth of organization, (ii) has all necessary power to execute and deliver this Agreement and all documents contemplated hereunder to be executed by them, respectively, and to perform all of their respective obligations hereunder and thereunder, (iii) CDMO is the owner and holder of the leasehold estate of “Tenant” under the Sublease and CDMO is not a party to any leases, subleases, licenses, or other agreements giving any other party the right to occupy the Real Property other than the Sublease; and (iv) to Purchaser’s knowledge, (1) there is no material default on the part of the “Tenant” under the Ground Lease, and (2) the Ground Lease is in full force and effect and there are no agreements related to the Ground Lease except as provided in Recital A on the first page of this Agreement. This Agreement and all documents contemplated hereunder to be executed by Purchaser (1) have been duly authorized by all requisite partnership, corporate or other action on the part of Purchaser and its general partners or managing members, if any, and (2) are the valid and legally binding obligation of Purchaser, enforceable in accordance with their respective terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, arrangement, moratorium, or other similar laws affecting the rights of creditors generally. Neither the execution and delivery of this Agreement or any document contemplated hereunder to be executed by Purchaser, nor the performance of the obligations of Purchaser or its general partners or managing members, if any, hereunder or thereunder will result in the violation of any law or any provision of the partnership agreement, articles of incorporation, by-laws or other organizational or governing documents of Purchaser, nor will conflict with any order or decree of any court or governmental authority by which Purchaser or its general partners or managing members, if any, are bound.

Purchaser (i) has not applied for, consented to, acquiesced to, or is subject to the appointment of a receiver, trustee, custodian, liquidator or other similar official for itself or for all or a substantial part of its assets; (ii) is not subject to a bankruptcy, insolvency, reorganization, liquidation, dissolution or similar proceeding, and has not admitted in writing its inability to pay its debts as they become due; (iii) has not made an assignment for the benefit of creditors; (iv) has not filed a petition or an answer seeking, consenting to, or acquiescing in a reorganization or an arrangement with creditors, or sought to take advantage of any bankruptcy law, insolvency law or other law for the benefit of debtors; or (v) has not filed an answer admitting the material obligations of a petition filed against it in any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar proceeding.

Purchaser represents and warrants to Seller that Purchaser is not now nor shall be at any time until the Closing under this Agreement a Person with whom a U.S. Person, including a Financial Institution, is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under United States law, regulation, executive orders and lists published by OFAC (including those executive orders and lists published by OFAC with respect to Specially Designated Nationals and Blocked Persons) or otherwise. Purchaser (a) is not, to Purchaser’s knowledge, under investigation by any governmental authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any Anti-Money Laundering Laws; (b)  has not been assessed civil or criminal penalties under any Anti-Money Laundering Laws; or (c)  has not had any of its funds seized or forfeited in any action under any Anti-Money Laundering Laws.

The foregoing representations and warranties shall survive the Closing. Purchaser agrees to indemnify, protect, defend (with counsel satisfactory to Seller) and hold harmless Seller and any Person who owns a direct or indirect interest in Seller (the “Seller Parties”) from and against any and all claims, damages, losses, liabilities, costs and expenses, including, without limitation, reasonable expenses of investigation and reasonable attorneys’ fees and disbursements arising out of any breach by Purchaser of the representations and warranties in this Section 7.1, and such obligations shall survive Closing or termination of this Agreement.

7.2       Seller’s Representations

. Seller represents and warrants to Purchaser as follows as of the date of this Agreement:

(a)       Seller (i) is duly organized (or formed), validly existing and in good standing under the laws of its state or commonwealth of organization, and (ii) has all necessary power to execute and deliver this Agreement and all documents contemplated hereunder to be executed by it and to perform its obligations hereunder and thereunder. This Agreement and all documents contemplated hereunder to be executed by Seller (1) have been duly authorized by all requisite partnership, corporate or other action on the part of Seller and (2) are the valid and legally binding obligation of Seller, enforceable in accordance with their respective terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, arrangement, moratorium, or other similar laws affecting the rights of creditors generally. Neither the execution and delivery of this Agreement or any document contemplated hereunder to be executed by Seller, nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any law or any provision of the partnership agreement, articles of incorporation, by-laws or other organizational or governing documents of Seller, nor will conflict with any order or decree of any court or governmental authority by which Seller is bound.

(b)       Seller (i) has not applied for, consented to, acquiesced to, or is subject to the appointment of a receiver, trustee, custodian, liquidator or other similar official for itself or for all or a substantial part of its assets; (ii) is not subject to a bankruptcy, insolvency, reorganization, liquidation, dissolution or similar proceeding, and has not admitted in writing its inability to pay its debts as they become due; (iii) has not made an assignment for the benefit of creditors; (iv) has not filed a petition or an answer seeking, consenting to, or acquiescing in a reorganization or an arrangement with creditors, or sought to take advantage of any bankruptcy law, insolvency law or other law for the benefit of debtors; or (v) has not filed an answer admitting the material obligations of a petition filed against it in any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar proceeding.

(c)       Seller represents and warrants to Purchaser that Seller is not now nor shall be at any time until the Closing under this Agreement a Person with whom a U.S. Person, including a Financial Institution, is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under United States law, regulation, executive orders and lists published by OFAC (including those executive orders and lists published by OFAC with respect to Specially Designated Nationals and Blocked Persons) or otherwise. Seller (a) is not, to Seller’s knowledge, under investigation by any governmental authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any Anti-Money Laundering Laws; (b) has been assessed civil or criminal penalties under any Anti-Money Laundering Laws; or (c) has had any of its funds seized or forfeited in any action under any Anti-Money Laundering Laws.

(d)       To Seller’s knowledge, the Ground Lease is in full force and effect and has not been amended other than as provided in Recital A on the first page of this Agreement. Seller has not received any written notice from the lessor under the Ground Lease that Seller is in default in the performance of any material covenant to be performed by the “Tenant” under the Ground Lease that is not a result of a default by Purchaser under the Sublease. To Seller’s knowledge, there is no material default on the part of the “Landlord” under the Ground Lease.

(e)       Seller is not a party to any leases, subleases, licenses, or other agreements giving any other party the right to occupy the Property or any part thereof other than the Ground Lease and the Sublease.

(f)       To Seller’s knowledge, as of the date hereof, Seller is not a party to any service, supply, maintenance, utility or leasing commission agreements or equipment leases (“Contracts”) with respect to the Real Property.

(g)       Seller has not filed notice of protest of real property tax assessments against the Real Property which are currently pending.

(h)       Seller has not received any written notice from any government authority stating that the Real Property currently is in violation of any Environmental Laws.

(i)       Seller has received no written notice that there is any litigation, arbitration or other legal or administrative suit, action or proceeding pending or threatened against Seller, other than claims by third parties for personal injury (e.g., slip and fall) which Seller’s insurance carrier is currently handling. Seller has received no written notice that the Real Property or the current use and operation thereof violate any applicable federal, state or municipal law, statute, code, ordinance, rule or regulation in any material respect, except with respect to such violations as have been fully cured, prior to the date hereof. Seller has received no written notice that there is any general plan, land use or zoning action or proceeding, or general or special assessment action or proceeding, or condemnation or eminent domain action or proceeding pending or threatened with respect to the Real Property or any part thereof.

(j)       Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended, and the Income Tax Regulations thereunder.

(k)       Seller has not constructed any improvements on the Property since the date of the Survey which are not depicted thereon.

7.3       General Provisions

.

7.3.1       Breach

. If either party obtains actual knowledge at or prior to the Closing that any of the representations or warranties made herein by the other party are untrue, inaccurate or incorrect in any material respect, such party shall deliver notice thereof to the other party. The party receiving such notice will have three (3) days to cure such breach, and the Closing may be extended to allow such cure period. Purchaser shall be deemed to have knowledge of all information contained in the documents, if any, delivered by Seller to Purchaser and in any report or other diligence prepared by or on behalf of Purchaser and delivered to Purchaser.

7.3.2       Survival

. The representations and warranties made by Seller in Section 7.2, as modified by this Section 7.3, shall survive the Closing for a period of six (6) months (the “Survival Period”) and Seller shall only be liable to Purchaser hereunder for a breach of a representation and warranty made herein with respect to which suit is filed by Purchaser against Seller with a court having jurisdiction on or before the expiration of the Survival Period. If Purchaser fails to timely file such action within fifteen (15) business days after the last day of the Survival Period, such action shall be barred.

7.3.3       Definition of “Knowledge”

. All references in this Agreement or in any document or instrument to be delivered at Closing to Seller’s knowledge or words of similar import shall refer only to the actual present knowledge of Timothy Sullivan or Bob Daniel (together, “Seller’s Representatives”) and shall not be construed, by imputation or otherwise, to refer to the knowledge of Seller, or any shareholder, member, partner or affiliate of Seller, or any officer, agent, employee or representative of any of them, or to impose or have imposed upon Seller’s Representative any duty to investigate the matters to which such knowledge, or the absence thereof, pertains, including, but not limited to, the contents of the files, documents and materials made available to or disclosed to Purchaser or the contents of files maintained by Seller or Seller’s Representatives. There shall be no personal liability on the part of Seller’s Representative arising out of any representations or warranties made in this Agreement.

(a)       All references in this Agreement or in any document or instrument to be delivered at Closing to Purchaser’s knowledge or words of similar import shall refer only to the actual present knowledge of Rob Lutz or Tom Issett (“Purchaser’s Representatives”) and shall not be construed, by imputation or otherwise, to refer to the knowledge of Purchaser, or any shareholder, member, partner or affiliate of Purchaser, or any officer, agent, employee or representative of any of them, or to impose or have imposed upon Purchaser’s Representatives any duty to investigate the matters to which such knowledge, or the absence thereof, pertains, including, but not limited to, the contents of the files, documents and materials made available to or disclosed to Seller or the contents of files maintained by Purchaser or Purchaser’s Representatives. There shall be no personal liability on the part of Purchaser’s Representative arising out of any representations or warranties made in this Agreement.

7.3.4       Action for Breach of Representation or Warranty or Covenant

. Each party shall have the right to bring an action against the other on the breach of a representation or warranty or covenant hereunder or in the documents delivered by Seller at the Closing, but only on the following conditions: (1) the breach in question results from, or is based on, a condition, state of facts or other matter that was not known prior to Closing by the party bringing the action, and (2) neither party shall have the right to bring a cause of action for a breach of a representation or warranty or covenant unless the damage to such party on account of such breach (individually or when combined with damages from other breaches) equals or exceeds $100,000, and then such party may bring an action for the full amount of such claim (but not in excess of the Cap defined below).

7.3.5       Knowledge of Breach

. Neither party shall have any liability after Closing for the breach of a representation or warranty or covenant hereunder of which the other party hereto had knowledge as of Closing. Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement, Seller shall have no liability with respect to any of Seller’s representations, warranties and covenants hereunder if, prior to Closing, Purchaser has knowledge of any breach of a representation, warranty or covenant of Seller hereunder, or Purchaser obtains knowledge that contradicts any of Seller’s representations, warranties or covenants hereunder (and the representations and warranties of Seller shall be deemed to be modified thereby to be accurate), and Purchaser nevertheless consummates the transaction contemplated by this Agreement (in which event any such breach or contradiction shall be deemed waived by Purchaser). Furthermore, immediately as of the Closing, Seller’s representations and warranties shall be deemed to be modified to reflect any facts or circumstances disclosed in any estoppel certificates received by Purchaser.

7.3.6       Liability of Seller

. Notwithstanding any other provision of this Agreement, any agreement contemplated by this Agreement, or any rights which Purchaser might otherwise have at law, equity, or by statute related to this Agreement, whether based on contract or some other claim, Purchaser agrees that any liability of Seller to Purchaser related to this Agreement will be limited to an amount equal to 3% of the Purchase Price (the “Cap”); provided, however, that the Cap shall not apply to any amounts related to any fraud, intentional misrepresentation, or gross negligence of Seller or to any claims under Section 12.10 below (Professional Fees), in each case as determined by a final, non-appealable judgment by a court of competent jurisdiction. This Section 7.3 shall survive termination of this Agreement or the Closing.

Article 8
COVENANTS

8.1       Maintenance of Property

. Except to the extent Seller is relieved of such obligations by Article 10 hereof, between the date hereof and the Closing, Seller shall use reasonable efforts to continue to operate the Real Property Interest pursuant to its normal course of business (such obligations not including capital expenditures or expenditures not incurred in such normal course of business).

8.2       Contracts

. Seller shall not enter into any new Contracts which will bind Purchaser or the Property following the Closing under such Contract, without the approval of Purchaser, which approval shall not be unreasonably withheld, conditioned or delayed.

8.3       Negative Covenants

. Seller shall not take any of the following actions without the prior approval of Purchaser in Purchaser’s sole discretion: (a) make or permit to be made any material alterations to or upon the Real Property (except as may be required by the Ground Lease, law or any matter of record for the Real Property Interest); or (b) grant any liens or encumbrances upon the Real Property that will not be discharged upon the Closing.

8.4       Consent of Landlord Under the Ground Lease

. Seller shall use commercially reasonable efforts to obtain the written consent of A&M under the Ground Lease to the assignment, as contemplated in this Agreement, of all of Seller’s right, title and interest as “Tenant” under the Ground Lease to Purchaser or Purchaser’s assignee.

Article 9
DEFAULTS

9.1       Default by Purchaser or Subtenant

. If the Closing fails to occur solely by reason of Purchaser’s failure or refusal to perform or Subtenant’s failure or refusal to perform, in all material respects, its obligations under this Agreement or any material misrepresentation of Purchaser existing on the Closing Date, and Seller is otherwise ready, willing and able to close the Transaction in accordance with Seller’s obligations under this Agreement (“Purchaser’s Closing Default”), then Seller may elect to terminate this Agreement by delivering notice to Purchaser and Subtenant.

9.2       Default by Seller

. If the Closing fails to occur by reason of Seller’s failure or refusal to perform, in all material respects, its obligations hereunder or any material misrepresentation by Seller under this Agreement existing on the Closing Date (Purchaser hereby agreeing to give such written notice to Seller within five (5) business days after Purchaser first learns of any such default or breach or misrepresentation by Seller, except no notice or cure period shall apply if Seller fails to timely consummate the sale of the Property hereunder), then Purchaser shall have the right, to elect, as its sole and exclusive remedy, to: (a) terminate this Agreement by delivering notice to Seller; (b) waive such default and/or breach and proceed to close the Transaction without any reduction of or credit against the Purchase Price; or (c) enforce specific performance of Seller’s obligation to complete the Transaction and convey the Property to Purchaser in accordance with this Agreement; provided that such action for specific performance must be commenced within 15 Business Days after the scheduled Closing Date. IN NO EVENT SHALL SELLER’S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, MANAGERS, OWNERS OR AFFILIATES, ANY OFFICER, MANAGER, DIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.

9.3       Survival

. The terms of this Article shall survive the termination of this Agreement and the Closing.

Article 10
DAMAGE, DESTRUCTION AND CONDEMNATION

10.1       Destruction or Damage

. In the event the Real Property is damaged or destroyed between the date of this Agreement and the Closing, Seller shall notify Purchaser of such fact promptly after obtaining knowledge thereof. If any such damage or destruction (a) is an insured casualty, and (b) would cost less than ten percent (10%) of the Purchase Price to repair or restore, as determined by an architect selected by Seller and reasonably approved by Purchaser, then this Agreement shall remain in full force and effect and Purchaser shall acquire the Real Property Interest upon the terms and conditions set forth herein. In such event, subject to the terms of the Sublease, Seller shall repair the subject damage or destruction and the Closing shall be extended by a period reasonable necessary to allow Seller to repair the subject damage or destruction not to exceed forty-five (45) days.

In the event the Real Property is damaged or destroyed between the date of this Agreement and Closing and (1) the cost of repair would equal or exceed ten percent (10%) of the Purchase Price, as determined by an architect selected by Seller and reasonably approved by Purchaser, or (2) the casualty is an uninsured casualty and the cost of repair would equal or exceed three percent (3%) of the Purchase Price, as determined by an architect selected by Seller and reasonably approved by Purchaser, then, notwithstanding anything to the contrary set forth above in this Section, Seller shall have the right to terminate this Agreement by delivering notice to Purchaser and Purchaser shall have the right to terminate this Agreement by delivering notice (the “Election Notice”) to Seller, in each case, within ten (10) days after Seller’s delivery to Purchaser of notice of the estimated cost to repair the subject damage or destruction, and the Closing Date shall be extended, if necessary, to provide sufficient time for Seller and Purchaser to make such election. If Purchaser does not deliver notice to Seller of Purchaser’s reasons for disapproving an architect within five (5) days after its receipt of notice from Seller of the architect proposed by Seller to estimate the cost to repair the subject damage or destruction, Purchaser shall be deemed to have approved the architect selected by Seller. The failure by Purchaser to deliver the Election Notice or Seller to deliver its termination notice, in either case, within the above-referenced ten (10) day period shall be deemed an election not to terminate this Agreement. If Seller elects to terminate as a result of such uninsured casualty, then Purchaser may elect to void Seller’s termination by giving Seller written notice of such election within five (5) business days after Purchaser’s receipt of Seller’s termination notice, in which event, to the extent Purchaser is entitled to such proceeds pursuant to the terms of the Sublease, Purchaser shall receive a credit at Closing from Seller in the amount of the costs of repair up to three percent (3%) of the Purchase Price, and Purchaser shall be responsible for the costs of repair.

In the event neither Seller nor Purchaser elects to terminate this Agreement as set forth above, this Agreement shall remain in full force and effect, to the extent that Purchaser is entitled to such proceeds pursuant to the terms of the Sublease, Seller shall assign to Purchaser all of Seller’s right, title and interest in and to any and all proceeds of insurance on account of the subject damage or destruction (if any). Through the Closing, Purchaser shall maintain the property insurance coverage for the Real Property required to be maintained pursuant to the Sublease. If this Agreement is terminated pursuant to the foregoing terms of this Agreement, neither party shall have any further rights, obligations or liabilities under this Agreement except for those which are expressly stated herein to survive the termination of this Agreement. Purchaser shall have no right to terminate this Agreement as a result of damage to or destruction of any portion of the Property, except to the extent expressly provided for in this Agreement, and in no event may Purchaser terminate this Agreement as a result of damage to or destruction of any portion of the Property caused by, through or under Purchaser.

10.2       Condemnation

. In the event all or any significant portion (as hereinafter defined) of the Real Property is taken by eminent domain, condemnation or similar proceeding (or is the subject of a pending taking which has not yet been consummated) between the date of this Agreement and the Closing, Seller shall notify Purchaser of such fact promptly after obtaining knowledge thereof. Purchaser shall have the right to terminate this Agreement by delivering notice to Seller no later than ten (10) days after the earlier of (i) its receipt of Seller’s notice, or (ii) such earlier date as Purchaser learns of the subject taking, and the Closing shall be extended, if necessary, to provide sufficient time for Purchaser to make such election. The failure by Purchaser to so elect to terminate this Agreement within such ten (10) day period shall be deemed an election not to terminate this Agreement. For purposes hereof, a “significant portion” of the Real Property shall mean such a portion as shall have a value, as reasonably determined by Seller, in excess of ten percent (10%) of the Purchase Price. If Purchaser elects to terminate this Agreement in accordance with the foregoing terms, neither party shall have any further rights, obligations or liabilities under this Agreement except for those which are expressly stated herein to survive the termination of this Agreement. If (a) Purchaser does not elect to terminate this Agreement as aforesaid in the event all or any significant portion of the Real Property is taken, or (b) a portion of the Real Property not constituting a significant portion of the Real Property is taken or becomes subject to a pending taking by eminent domain, then there shall be no abatement of the Purchase Price; provided, however, that, at the Closing, Seller shall pay to Purchaser, to the extent Purchaser is entitled to such award pursuant to the terms of the Sublease, the amount of any award for, or other proceeds on account of, such taking which have been actually paid to Seller between the date of this Agreement and the Closing as a result of such taking (less all costs and expenses, including attorneys’ fees and costs, incurred by Seller as of the Closing in obtaining payment of such award or proceeds) and, to the extent such award or proceeds have not been paid to Seller, Seller shall assign to Purchaser at the Closing the rights of Seller to, and Purchaser shall be entitled to receive and retain to the extent Purchaser is entitled thereto pursuant to the terms of the Sublease, Seller’s rights to all awards for the taking of the Real Property or the subject portion thereof.

10.3       Waiver

. The terms of this Article supersede the provisions of any applicable statutory or decisional law with respect to the subject matter of this Article.

Article 11
DISCLAIMER, WAIVER, RELEASE

11.1       Disclaimer

. AS A MATERIAL INDUCEMENT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY SELLER AND THE PERFORMANCE BY SELLER OF ITS OBLIGATIONS HEREUNDER, PURCHASER ACKNOWLEDGES, REPRESENTS, WARRANTS AND AGREES, TO AND WITH SELLER, THAT, AS OF THE DATE OF THIS AGREEMENT AND THE CLOSING AND EXCEPT FOR SELLER’S REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT AND OTHER OBLIGATIONS OF SELLER IN THIS AGREEMENT OR ANY OF THE CLOSING DOCUMENTS THAT SURVIVE THE CLOSING (HEREIN COLLECTIVELY CALLED THE “Seller’s Warranties”): (i) PURCHASER IS PURCHASING THE PROPERTY IN AN “AS IS” CONDITION WITH RESPECT TO ANY FACTS, CIRCUMSTANCES, CONDITIONS AND DEFECTS OF ALL KINDS, AND SELLER HAS NO OBLIGATION TO REPAIR OR CORRECT ANY SUCH FACTS, CIRCUMSTANCES, CONDITIONS OR DEFECTS OR TO COMPENSATE PURCHASER FOR THE SAME; (ii) BASED UPON ALL PHYSICAL INSPECTIONS, EXAMINATIONS AND TESTS OF THE PROPERTY AS PURCHASER DEEMS NECESSARY OR APPROPRIATE, PURCHASER IS AND WILL BE RELYING STRICTLY AND SOLELY UPON SUCH INSPECTIONS AND EXAMINATIONS AND THE ADVICE AND COUNSEL OF ITS OWN AND PURCHASER IS AND WILL BE FULLY SATISFIED THAT THE PURCHASE PRICE IS FAIR AND ADEQUATE CONSIDERATION FOR THE PROPERTY; (iii) EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER IS NOT MAKING AND HAS NOT MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS AN INDUCEMENT TO PURCHASER TO ENTER INTO THIS AGREEMENT AND THEREAFTER TO PURCHASE THE PROPERTY OR FOR ANY OTHER PURPOSE, INCLUDING WITHOUT LIMITATION, REPRESENTATIONS OR WARRANTIES AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ZONING, TAX CONSEQUENCES, LATENT OR PATENT CONDITION, ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, COMPLIANCE OF THE PROPERTY WITH LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF DOCUMENTS, BOOKS, RECORDS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO PURCHASER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY; (iv) PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE MANAGER OF THE PROPERTY, OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT; AND (v) BY REASON OF ALL OF THE FOREGOING, PURCHASER SHALL ASSUME THE FULL RISK OF ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES AND EXPENSES OCCASIONED BY ANY FACT, CIRCUMSTANCE, CONDITION OR DEFECT PERTAINING TO THE PHYSICAL CONDITION OF, OR ANY OTHER MATTER RELATIVE TO, THE PROPERTY, EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT.

PURCHASER REPRESENTS THAT IT IS A KNOWLEDGEABLE, EXPERIENCED AND SOPHISTICATED PURCHASER OF REAL ESTATE AND THAT, EXCEPT FOR THE SELLER’S WARRANTIES, IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF PURCHASER’S CONSULTANTS, ADVISORS, REPRESENTATIVES AND AGENTS IN PURCHASING THE PROPERTY AND SHALL MAKE AN INDEPENDENT VERIFICATION OF THE ACCURACY OF ALL DOCUMENTS AND INFORMATION PROVIDED BY SELLER. BY FAILING TO TERMINATE THIS AGREEMENT, PURCHASER ACKNOWLEDGES THAT SELLER HAS AFFORDED PURCHASER A FULL OPPORTUNITY TO CONDUCT SUCH INVESTIGATIONS OF THE PROPERTY AS PURCHASER DEEMED NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY, AND, EXCEPT FOR THE SELLER’S WARRANTIES, WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO.

Except as expressly set forth in this Agreement or in the documents delivered by Seller to Purchaser at Closing, it is understood and agreed that Seller and Seller’s agents or employees have not at any time made and are not now making, and they specifically disclaim, any warranties, representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties, representations or guaranties as to (a) matters of title, (b) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of hazardous materials in, on, under or in the vicinity of the Property, (c) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (d) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (e) drainage, (f) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (g) the presence of endangered species or any environmentally sensitive or protected areas, (h) zoning or building entitlements to which the Property or any portion thereof may be subject, (i) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (j) usages of adjoining property, (k) access to the Property or any portion thereof, (l) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, structural integrity, operation, title to, or physical or financial condition of the Property or any portion thereof, or any income, expenses, charges, liens, encumbrances, rights or claims on or affecting or pertaining to the Property or any part thereof, (m) the condition, construction or use of the Property or compliance of the Property with any or all past, present or future federal, state or local ordinances, rules, regulations or laws, building, fire or zoning ordinances, codes or other similar laws, (n) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (q) the merchantability of the Property or fitness of the Property for any particular purpose, (r) the truth, accuracy or completeness of the property documents or any survey of the Property, (s) tax consequences, or (t) any other matter or thing with respect to the Property.

Purchaser acknowledges that it will have the opportunity to inspect the Property and observe its physical characteristics and existing conditions and the opportunity to conduct such investigation and study on and of the Property and adjacent areas as Purchaser deems necessary, and Purchaser hereby FOREVER RELEASES AND DISCHARGES the Seller Parties from all responsibility and liability (other than that arising under representations or warranties of Seller expressly set forth in this Agreement or in the documents delivered by Seller to Purchaser at Closing), including without limitation, liabilities under the Comprehensive Environmental Response, Compensation and Liability Act Of 1980 (42 U.S.C. Sections 9601 et seq.), as amended (“CERCLA”), the Resource Conservation and Recovery Act (42 U.S.C. Section 9601 et seq.), as amended, and the Oil Pollution Act (33 U.S.C. Section 2701 et seq.), regarding the condition, valuation, salability or utility of the Property, or its suitability for any purpose whatsoever (including, but not limited to, with respect to the presence in the soil, air, structures and surface and subsurface waters, of hazardous materials or other materials or substances that have been or may in the future be determined to be toxic, hazardous, undesirable or subject to regulation and that may need to be specially treated, handled and/or removed from the Property under current or future federal, state and local laws, regulations or guidelines, and any structural and geologic conditions, subsurface soil and water conditions and solid and hazardous waste and hazardous materials on, under, adjacent to or otherwise affecting the Property). Except as to representations or warranties of Seller expressly set forth in this Agreement or in the documents delivered by Seller to Purchaser at Closing, Purchaser further hereby WAIVES (and by Closing this transaction will be deemed to have WAIVED) any and all objections and complaints (including, but not limited to, federal, state and local statutory and common law based actions, and any private right of action under any federal, state or local laws, regulations or guidelines to which the Property is or may be subject, including, but not limited to, CERCLA) concerning the physical characteristics and any existing conditions of the Property. Purchaser further hereby assumes the risk of changes in applicable laws and regulations relating to past, present and future environmental conditions on the Property and, except as to representations or warranties of Seller expressly set forth in this Agreement, the risk that adverse physical characteristics and conditions, including, without limitation, the presence of hazardous materials or other contaminants, may not have been revealed by its investigation.

From and after Closing, Purchaser agrees to indemnify, defend and hold the Seller Parties harmless of and from any and all liabilities, claims, demands, and expenses of any kind or nature which are in any way related to the ownership, maintenance, operation or physical condition of the Property, including, without limitation, in connection with hazardous materials and any requirements or demands of governmental agencies with jurisdiction over the Property; provided, however, that this paragraph shall not apply to any fraud, gross negligence, or willful misconduct on the part of any Seller Parties as determined by a final, non-appealable judgment in a court of competent jurisdiction.

11.2       Release. Purchaser and Seller hereby mutually remise, release, acquit, satisfy, and forever discharge the other said party, and any of their affiliates, legal representatives, successors and assigns, of and from all causes of action, accounts, bills, rents and other payments, liabilities, agreements, promises, claims and demands whatsoever, in law or in equity, which either Purchaser or Seller or any of their affiliates ever had, now has, or which Purchaser or Seller, any of their affiliates, personal representatives, successors or assigns hereafter shall or may have against said other party, effective as of the Closing Date (whether arising prior to or subsequent to the Closing Date), for, upon and by reason of any matter, cause or thing whatsoever arising out of and relating in any way to (1) the Property, the Ground Lease, or the Sublease, (2) the Equity or any related dividends or other payments, (3) the Terminated Agreements and Rights, and (4) any other transactions or agreements between Purchaser and Seller; provided, however, that this release shall only be effective as of the Closing and shall not apply to any terms that expressly survive Closing or any breach of the documents delivered at Closing.

11.3       Definition of Environmental Laws. For purposes of this Agreement, the term “Environmental Laws” shall mean and include all federal, state and local statutes, ordinances, regulations and rules relating to environmental quality, health, safety, contamination and clean-up, including, without limitation: (1) the Clean Air Act, 42 U.S.C. § 7401 et seq.; (2) the Clean Water Act, 33 U.S.C. § 1251 et seq.; (3) the Water Quality Act of 1987; (4) the Federal Insecticide, Fungicide, and Rodenticide Act (“FIFRA”), 7 U.S.C. § 136 et seq.; (5) the Marine Protection, Research and Sanctuaries Act, 33 U.S.C. § 1401 et seq.; (6) the National Environmental Policy Act, 42 U.S.C. § 4321 et seq.; (7) the Noise Control Act, 42 U.S.C. 4901 et seq.; (8) the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq.; (9) the Resource Conservation and Recovery Act (“RCRA”), 42 U.S.C. § 6901 et seq., as amended by the Hazardous and Solid Waste Amendments of 1984; (10) the Safe Drinking Water Act, 42 U.S.C. § 300f et seq.; (11) the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. § 9601 et seq., as amended by the Superfund Amendments and Reauthorization Act, the Emergency Planning and Community Right-to-Know Act, and the Radon Gas and Indoor Air Quality Research Act; (12) the Toxic Substances Control Act (“TSCA”), 15 U.S.C. § 2601 et seq.; (13) the Atomic Energy Act, 42 U.S.C. § 2011 et seq.; (14) the Nuclear Waste Policy Act of 1982, 42 U.S.C. § 10101 et seq.; and (15) state superlien and environmental clean-up statutes, with implementing regulations and guidelines.

11.4       Survival

. The terms of this Article shall survive the Closing.

Article 12
MISCELLANEOUS

12.1       Assignment.

(a)       Purchaser may not assign any of its rights under this Agreement without first obtaining Seller’s consent, which consent may be given or withheld in Seller’s sole discretion. The assignment of any of Purchaser’s rights under this Agreement without Seller’s prior consent or any transfer, directly or indirectly, of any stock, partnership interest, membership interest or other ownership interest in Purchaser without Seller’s consent, which consent may be given or withheld in Seller’s sole discretion, shall constitute a non-curable default by Purchaser under this Agreement and, at Seller’s election, be null and void.

(b)       Notwithstanding the terms of Subsection 12.1(a) above, Purchaser has the right to assign all of its right, title and interest in and to this Agreement to an entity that is owned or controlled by Purchaser (“Permitted Purchaser Assignee”), by providing written evidence of such assignment executed by Purchaser and Permitted Purchaser Assignee, together with evidence reasonably satisfactory to Seller that Permitted Purchaser Assignee is owned or controlled by Purchaser, and delivered to Seller at least three (3) business days prior to the Closing Date.

12.2       Brokers

. Seller and Purchaser each represent to the other that it has had no dealings with any broker, finder or other party concerning Purchaser’s acquisition of the Property. Seller and Purchaser each hereby agree to indemnify, protect, defend (with counsel satisfactory to the other) and hold harmless the other from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorney’s fees) suffered or incurred by the other in connection with any claim arising out of the acts of the indemnifying party (or others on its behalf) for a commission, finder’s fee or similar compensation made by any broker, finder or any party who claims to have dealt with the indemnifying party or others on its behalf. The terms of this Section shall survive the termination of this Agreement and the Closing.

12.3       Notices

Any notice, request, demand, consent, approval and other communications (“Notice”) under this Agreement shall be in writing, and shall be sent by (i) personal delivery with proof of delivery thereof, (ii) reputable overnight courier service, sent for next business day delivery, charges prepaid, (iii) certified mail, postage prepaid, return receipt requested, or (iv) electronic mail. Each Notice shall be sent, addressed to the party for whom it is intended at its address set forth below or to such other address as it may designate for the delivery of Notices to it by giving at least five (5) days prior Notice to the other party in accordance with this Section:

Any Notice sent by personal delivery in accordance with the foregoing shall be delivered during normal business hours and shall be deemed received when delivered or, if delivery is rejected, when delivery was attempted. Any Notice sent by personal delivery on a business day shall be deemed received upon the date of delivery of same provided the same is delivered prior to 5:00 p.m. local time on a business day, with any such delivery occurring after 5:00 p.m. local time being deemed received on the next business day. Any Notice sent by overnight courier service in accordance with the foregoing shall be deemed received on the first business day following the date sent. Any Notice sent by certified mail in accordance with the foregoing shall be deemed received on the third (3rd) business day following the date mailed. Any Notice sent by electronic mail in accordance with the foregoing prior to 5:00 p.m. local time on a business day shall be deemed received on the date the same was sent and any Notice sent in accordance with the foregoing after 5:00 p.m. local time shall be deemed received on the next business day. Either party may, by notice given pursuant to this Section, change the person or persons and/or address or addresses, or designate an additional person or persons or an additional address or addresses, for its Notices, but Notice of a change of address shall only be effective upon that date which occurs five (5) days after delivery of the same to the other party. Seller and Purchaser each agrees that it will not refuse or reject delivery of any notice given hereunder, that it will acknowledge, in writing, receipt of the same upon request by the other party and that any notice rejected or refused by it shall be deemed for all purposes of this Agreement to have been received by the rejecting party on the date so refused or rejected, as conclusively established by the records of the personal delivery service, the U.S. Postal Service or the courier service. All Notices that are required or permitted to be given by either party to the other under this Agreement may be given by such party or its legal counsel, who are hereby authorized to do so on the party’s behalf.

12.4       Calculation of Time Periods

. Unless otherwise specified, in computing any period of time described in this Agreement, the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included, unless such last day is not a business day in the county in which the Real Property is located, in which event the period shall run until the end of the next business day. The final day of any such period shall be deemed to end at 5 p.m., local time in the local jurisdiction in which the Real Property is located. As used herein, the term “business day” shall mean any day other than a Saturday, Sunday or Federal holiday.

12.5       Survival/Merger

. Except for the provisions of this Agreement which are explicitly stated to survive the Closing, (a) none of the terms of this Agreement shall survive the Closing, and (b) the delivery of the Assignment of Ground Lease and any other documents and instruments by Seller and the acceptance thereof by Purchaser and Subtenant shall effect a merger, and be deemed the full performance and discharge of every obligation on the part of Purchaser and Seller to be performed hereunder. The provisions of this Article 12 shall survive the termination of this Agreement and the Closing.

12.6       Termination of Agreement

. It is understood and agreed that if Purchaser or Seller terminates this Agreement pursuant to a right of termination granted hereunder, thereafter neither party shall have any further rights, obligations or liabilities under this Agreement except for those which are expressly stated herein to survive the termination of this Agreement.

12.7       Integration; Waiver

. This Agreement (including all Exhibits attached hereto or contemplated hereby) embodies and constitutes the entire understanding between the parties hereto with respect to the Transaction and all prior agreements, understandings, representations and statements, oral or written, are merged into this Agreement. Neither this Agreement nor any provision hereof may be waived, modified, amended, discharged or terminated except by an instrument signed by the party against whom the enforcement of such waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth in such instrument. No waiver by either party hereto of any failure or refusal by the other party to comply with its obligations hereunder shall be deemed a waiver of any other or subsequent failure or refusal to so comply.

12.8       Governing Law

. This Agreement shall be governed by, and construed in accordance with, the laws of the state or commonwealth in which the Real Property is located, without regard to its conflicts of laws principles.

12.9       Waiver by Jury/Venue

. SELLER, PURCHASER, SUBTENANT AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS AND PARTNERS, IF ANY, WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT IN CONNECTION WITH ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. SELLER, PURCHASER, SUBTENANT AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS AND PARTNERS, IF ANY, WAIVE ANY OBJECTION TO THE VENUE OF ANY ACTION FILED IN A COURT SITUATED IN THE STATE OR COMMONWEALTH IN WHICH THE REAL PROPERTY IS LOCATED AND WAIVE ANY RIGHT UNDER THE DOCTRINE OF FORUM NON-CONVENIENS OR OTHERWISE, TO TRANSFER ANY SUCH ACTION FILED IN ANY SUCH COURT TO ANY OTHER COURT.

12.10       Professional Fees

. In the event a party hereto brings any action or proceeding against another party hereunder by reason of any breach of any covenant, agreement or provision on the part of the other party arising out of this Agreement, then the prevailing party shall be entitled to recover from the other party all reasonable costs and expenses of the action or proceeding, including reasonable attorneys’ accounting, engineering and other professional fees. For purposes of this Section, a party will be considered to be the “prevailing party” if (a) such party initiated the action or proceeding and substantially obtained the relief which it sought (whether by judgment, voluntary agreement or action of the other party, trial or alternative dispute resolution process), (b) such party did not initiate the action or proceeding and either (i) received a judgment in its favor, or (ii) did not receive judgment in its favor, but the party receiving the judgment did not substantially obtain the relief of which it sought, or (c) the other party to the action or proceeding withdrew its claim or action without having substantially received the relief which it was seeking. The provision of this Section shall survive the Closing or the termination of this Agreement.

12.11       Construction

. The captions in this Agreement are inserted for reference only and in no way define, describe or limit the scope or intent of this Agreement or of any of the provisions hereof. Whenever required by the context of this Agreement, the singular shall include the plural and the masculine shall include the feminine and vice versa. All references in this Agreement to Articles, Sections and Exhibits are references to the Articles and the Sections of this Agreement and the Exhibits attached hereto, as the case may be, unless expressly otherwise designated in the context. The Recitals at the beginning of this Agreement are incorporated herein by this reference. All Exhibits attached hereto are incorporated herein by reference. Each party acknowledges that it and its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

12.12       Binding Effect

. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and, subject to the terms of Section 12.1, their respective permitted successors, assigns and heirs.

12.13       Severability

. If any term or provision of this Agreement or the application thereof to any persons or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.

12.14       Proper Execution

. The submission by Seller to Purchaser of this Agreement in unsigned form shall be deemed to be a submission solely for Purchaser’s consideration and not for acceptance and execution. Such submission shall have no binding force and effect, shall not constitute an option, and shall not confer any rights upon Purchaser or impose any obligations upon Seller irrespective of any reliance thereon, change of position or partial performance. The submission by Seller of this Agreement for execution by Purchaser and the actual execution and delivery thereof by Purchaser to Seller shall similarly have no binding force and effect on Seller unless and until Seller shall have executed this Agreement and a counterpart thereof shall have been delivered to Purchaser. Signatures of this Agreement (and all documents contemplated for delivery pursuant to this Agreement at Closing or otherwise) transmitted by facsimile or via electronic mail (by pdf or similar file types) shall be valid and effective to bind the party so signing. Each party agrees to promptly deliver to the other party an execution original to this Agreement (and all documents contemplated for delivery pursuant to this Agreement at Closing or otherwise), with its actual signature to the other party, but a failure to do so shall not affect the enforceability of this Agreement (or any document contemplated for delivery pursuant to this Agreement at Closing or otherwise), it being expressly agreed that each party to this Agreement (and any document contemplated for delivery pursuant to this Agreement at Closing or otherwise), shall be bound by its own telecopied or electronically mailed signature and shall accept the telecopied or electronically mailed signature of the other party to this Agreement (and all documents contemplated for delivery pursuant to this Agreement at Closing or otherwise).

12.15       No Third Party Beneficiary

. The provisions of this Agreement and of the documents to be executed and delivered at the Closing are and will be for the benefit of Seller, Purchaser, and Subtenant only and are not for the benefit of any third party. Accordingly, no other party shall have the right to enforce the provisions of this Agreement or any documents to be executed and delivered at the Closing.

12.16       Time of Essence

. Seller and Purchaser hereby acknowledge and agree that time is strictly of the essence with respect to each and every term, condition, obligation and provision hereof.

12.17       Mandatory Arbitration

. The parties agree to submit disputes between them related to this Agreement to mandatory binding arbitration administered by the American Arbitration Association (“AAA”), in accordance with AAA’s Consumer Arbitration Rules and all related expedited procedures, and which arbitration shall take place in Dallas, Texas. Each of Seller and Purchaser waive the right to commence an action in any court or other tribunal in connection with this Agreement and expressly agrees to be bound by the decision of the arbitrator rendered pursuant to this Section. Such waiver will not prevent Seller or Purchaser from commencing an action in any court for the sole purposes of enforcing the obligation of the other party to submit to binding arbitration pursuant to the foregoing or the enforcement of an award granted by arbitration as provided above. The terms of this Section shall survive the termination of this Agreement and the Closing.

12.18       Independent Responsibility/No Alter Ego

. The parties hereby agree that the obligations of the parties under this Agreement are separate and distinct, and that no party’s shareholders, partners, members or owners or any of their respective shareholders, partners, members, owners, affiliates, managers, officers, directors, employees, agents or representatives (of any type or nature) shall be responsible in any manner whatsoever for the debts, liabilities or obligations of any party hereto. As such, the parties agree that no party’s shareholders, partners, members or owners or any of their respective shareholders, partners, members, owners, affiliates, managers, officers, directors, employees, agents or representatives (of any type or nature) is an alter-ego of any other party or in any manner shall be vicariously, derivatively or otherwise liable for the debts, liabilities or obligations of any party (collectively, “Derivative Claims”). The parties further agree that, as a material part of and material inducement for the transactions contemplated by this Agreement, they will not assert any Derivative Claims in any dispute, claim or controversy relating to or arising out of this Agreement. The provisions of this Section shall survive the termination of this Agreement and the Closing.

12.19       Further Assurances

. Each party agrees that it will, without further consideration, execute and deliver such other documents and take such other action, whether prior or subsequent to the Closing, as may be reasonably requested by the other party to consummate more effectively the purposes or subject matter of this Agreement; provided, however, that the execution and delivery of such documents, or action taken, by such party shall not result in any additional liability or cost (other than de minimis) to such party.

12.20       Counterparts

. This Agreement (and all documents contemplated for delivery pursuant to this Agreement at Closing or otherwise), may be executed in counterparts, each of which shall be an original and all of which counterparts taken together shall constitute one and the same agreement.

12.21       Multiple Sellers

. Seller and Purchaser acknowledge and agree, subject to the terms and conditions set forth in this Agreement, that the sale of the Property shall occur on an “all or none” basis, subject to the terms and provisions of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the representations, covenants and obligations of each individual Seller under this Agreement or in any document to be delivered at the Closing shall be limited to the representations, covenants and obligations of such Seller set forth in this Agreement or in such document to be delivered at the Closing, as applicable to such Seller and to such Seller’s Property only. The obligations of Seller under this Agreement are not joint and several. No Seller shall be responsible for the obligations of any other Seller under this Agreement or in any document to be delivered at the Closing. No Seller shall be subject to claims, damages or remedies attributable to any breach of this Agreement or in any document to be delivered at the Closing by another Seller. The provisions of this Section 12.21 shall survive Closing or any termination of this Agreement.

[Signature Pages Follow]

IN WITNESS WHEREOF, each party hereto has executed and delivered this Agreement as of the date first written above.

Signature Page to

Purchase and Sale Agreement

Signature Page to

Purchase and Sale Agreement

Exhibit A

LEGAL DESCRIPTION

All that certain lot, tract or parcel of land being 21.401 acres situated in the J.H. Jones Survey, Abstract No. 26, Brazos County, Texas, and being all of that certain called 21.401 acre tract as described in Memorandum of Lease between The Board of Regents of The Texas A&M University System and TEXAS BIOPROPERTIES, LP, as recorded in Volume 9536, Page 255 of the Official Records of Brazos County, Texas, said 21.401 acre tract being more particularly described by metes and bounds as follows:

BEGINNING at a 1/2" Iron Rod with Cap found in the southwest right-of-way line of South Traditions Drive as described in Volume 9267, Page 132 for the most northerly corner, said corner being the most easterly corner of the Texas A&M University System called 198.0559 acre tract as described in Volume 7988, Page 209; THENCE S 51° 09'57" E, along the southerly Right-of-Way line of said South Traditions Drive a distance of 125.17 feet to a 1/2" Iron Rod with Cap found for point of curvature;

THENCE continuing along the southerly Right-of-Way line of said South Traditions Drive around a curve in a counterclockwise direction having a delta angle of 40° 38'12", an arc distance of 425.55 feet, a radius of 600.00 feet, and a chord of S 71° 29'03" E, a distance of 416.68 feet to a 1/2" Iron Rod with Cap found for the northeast corner;

THENCE S 1° 48'09" E, a distance of 221.86 feet to a 1/2" Iron Rod with Cap found for angle point;

THENCE S 48° 08'12" E, a distance of 429.28 feet to a 1/2" Iron Rod with Cap found for the most easterly corner, said corner being located in the southeast City of Bryan City Limits Line as per deed described in Volume 3481, Page 81, said corner also being located in the northwest Right-of-Way line of HSC Parkway;

THENCE S 41° 51'48" W, along the City Limits Line a distance of 464.43 feet to a 1/2" Iron Rod with Cap found for a point of curvature;

THENCE around a curve in a clockwise direction having a delta angle of 31° 10'07", an arc distance of 401.19 feet, a radius of 737.50 feet, and a chord of S 57° 26'51" W, a distance of 396.27 feet to a 1/2" Iron Rod with Cap found for the most southerly corner;

THENCE N 47° 19'28" W, a distance of 981.81 feet to a 1/2" Iron Rod with Cap found in the southeast line of said called 198.0559 acre tract, a 1/2" Iron Rod with Cap found for the most southerly corner of said called 198.0559 Acre Tract bears S 41°44'03" W a distance of 1412.75 feet;

THENCE N 41°44'03" E, along the southeast line of said called 198.0559 acre tract a distance of 820.96 feet to the PLACE OF BEGINNING AND CONTAINING AN AREA OF 21.401 ACRES OF LAND MORE OR LESS.

Exhibit A-1

Exhibit B

GROUND LEASE ESTOPPEL CERTIFICATE

[Follows this page.]

Exhibit B-1

ESTOPPEL CERTIFICATE

This Estoppel Certificate (the “Certificate”) is executed effective as of _________, 2021 by the Board of Regents of The Texas A&M University System, an agency of the State of Texas (the “A&M System”).

R E C I T A L S

NOW, THEREFORE, in order to induce iBio to enter into the Transaction, and to induce Lender to provide the Financing to iBio, the A&M System hereby certifies as follows to iBio and Lender, and their affiliates, successors, and assigns, with the understanding that iBio and Lender are relying on the accuracy of the matters set forth herein in deciding to complete the Transaction and the Financing:

1.       Attached hereto as Exhibit A is a correct and complete copy of the Ground Lease.

2.       The Ground Lease is in full force and effect.

3.       The Ground Lease has not been modified or amended in any respect.

4.       There are no existing defaults under the Ground Lease known to A&M System.

5.       Annual Base Rent payable under the Ground Lease is $151,450.00 through March 7, 2030.

6.       All payments required to be made by College Station to A&M System pursuant to the Ground Lease through the date hereof have been made.

7.       To the knowledge of A&M System, all Improvements required to be constructed through the date hereof have been constructed and completed in accordance with the requirements in the Ground Lease.

8.       To the knowledge of A&M System, all signs and other items listed in Section 3.7 of the Original Ground Lease that require A&M System’s approval, located in or at the Premises visible from adjacent parcels or roads have been approved by A&M System.

Exhibit B-2

9.       A&M System has not received any written notice from a third party claiming a violation of any applicable deed or use restrictions affecting the Premises.

10.      A&M System has not established any rules or regulations pursuant to Section 6.5 of the Original Ground Lease.

11.      A&M System has received no notice of any pending or threatened condemnation affecting the Premises.

12.      To the knowledge of A&M System, use of the Premises by College Station and iBio provided the benefits described in Section 2.2(f) of the Original Ground Lease.

13.      The A&M System has no objection to the manner of construction of the original Improvements.

14.      The Transaction and the transactions related thereto, including the Assignment and the Sublease Termination, are permitted under the Original Ground Lease (as amended by the Amendment) and, to the extent necessary, are approved by A&M System.

15.      The A&M System has not incurred any extensions of credit from any person for which the Premises, the Land, or the Ground Lease are pledged as collateral therefor.

16.      All notices to be sent related to the Ground Lease shall be addressed to:

If to the A&M System:

Chancellor

The Texas A&M University System

301 Tarrow, 7^th Floor

College Station, Texas 77840-7896

with a copy to:

Office of General Counsel

The Texas A&M University System

301 Tarrow, 6^th Floor

College Station, Texas 77840-7896

If to iBio:

iBio CDMO

8800 HSC Parkway

Bryan, Texas 77807

Attention: Robert Lutz

Email address: rob.lutz@ibioinc.com

with a copy to:

Venable LLP

750 East Pratt Street, Suite 900

Baltimore, Maryland 21201

Attention: Charles Morton

Email address: CJMorton@Venable.com

Exhibit B-3

EXECUTED effective as of the date first set forth above.

SIGNATURE PAGE TO FOLLOW

Exhibit B-4

Exhibit B-5

EXHIBIT A

Ground Lease

[Attached]

Exhibit B-6

Exhibit C

SPECIAL WARRANTY DEED AND ASSIGNMENT OF GROUND LEASE

This SPECIAL WARRANTY DEED AND ASSIGNMENT OF GROUND LEASE (this “Assignment”) is executed and entered into effective as of ______________, 2021 (the “Effective Date”), by and between COLLEGE STATION INVESTORS LLC, a Texas limited liability company (“Assignor”), and iBIO CDMO LLC, a Delaware limited liability company (“Assignee”), whose address is 8800 HSC Parkway, Bryan, Texas 77807.

RECITALS:

Assignor is the tenant under a Ground Lease Agreement (the “Original Ground Lease”) with The Board of Regents of The Texas A&M University System (“Landlord”) dated as of March 8, 2010, as amended by the Estoppel Certificate and Amendment to Ground Lease Agreement between A&M and College Station dated December 22, 2015 (the “Amendment”, and together with the Original Ground Lease, the “Ground Lease”). The Ground Lease demises a tract of land in Brazos County, Texas containing approximately 21.401 acres, more or less, described in Exhibit “A” attached hereto (the “Property”). All capitalized terms used herein not expressly defined shall have the meaning given to them in the Original Ground Lease.

Assignor desires to (i) grant, bargain, sell, and convey to Assignee all of the interests of the “tenant” or “lessee” under the Ground Lease in and to all buildings, fixtures, mechanical systems and other improvements on the Property and all appurtenances, easements and rights, if any, to the Property and the improvements thereon (collectively, the “Improvements”), and (ii) assign, set over and convey to Assignee all of the interests of the “tenant” or “lessee” in, to and under the Ground Lease, and Assignee desires to obtain such conveyance and assignment and assume the obligations of Assignor, upon the terms and conditions hereinafter provided.

AGREEMENTS:

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, Assignor and Assignee hereby agree as follows:

1.       Conveyance.

(a)       Assignor has GRANTED, BARGAINED, SOLD, and CONVEYED and by these presents does GRANT, BARGAIN, SELL, and CONVEY unto Assignee all of the interests of the “tenant” or “lessee” under the Ground Lease in and to all the Improvements.

Exhibit C-1

(b)       TO HAVE AND TO HOLD the Improvements, together with all and singular the rights and appurtenances thereunto in anywise belonging unto Assignee, its successors and assigns forever, subject only to the Permitted Exceptions; and Assignor does hereby bind itself and its successors and assigns to WARRANT AND FOREVER DEFEND all and singular the title to the Improvements unto Assignee, its successors and assigns, against every person lawfully claiming by, through or under Assignor, but not otherwise, subject to all easements, restrictions, reservations and covenants now of record and further subject to all matters that a current, accurate survey of the Property would show (the “Permitted Exceptions”).

2.       Assignment.

(a)       Assignor hereby transfers and assigns to Assignee all of the interests of the “tenant” or “lessee” in the Ground Lease and the leasehold estate arising pursuant to the Ground Lease. Assignee hereby accepts such assignment, and assumes and agrees to make all payments and to perform all other obligations of “Tenant” under the Ground Lease first arising from and after the Effective Date, subject to the terms and conditions contained therein. This Assignment is specifically subject to the terms of the Ground Lease.

(b)       TO HAVE AND TO HOLD the interests of the “tenant” or “lessee” in the Ground Lease and the leasehold estate arising pursuant to the Ground Lease unto Assignee, its successors and assigns forever, subject only to the Permitted Exceptions; and Assignor does hereby bind itself and its successors to WARRANT AND FOREVER DEFEND all of the interests of the “tenant” or “lessee” in the Ground Lease and the leasehold estate arising pursuant to the Ground Lease unto Assignee, its successors and assigns, against every person lawfully claiming by, through or under Assignor, but not otherwise, subject only to the Permitted Exceptions.

(c)       Assignor shall indemnify, defend and hold Assignee harmless from and against any and all loss, costs, damages or expense, including, without limitation, reasonable attorneys’ fees and collection costs that Assignee may suffer by reason of Assignor’s failure to perform any of the obligations of the “Tenant” under the Ground Lease first arising and accruing prior to the Effective Date hereof but only during the period of Assignor’s ownership and excluding any matters caused by, through or under Assignee or its affiliates. Assignee shall indemnify, defend and hold Assignor harmless from and against any and all loss, costs, damages or expense, including, without limitation, reasonable attorneys’ fees and collection costs that Assignor may suffer by reason of Assignee’s failure to perform any of the obligations of the “Tenant” under the Ground Lease first arising and accruing on and after the Effective Date hereof but only during the period of Assignee’s ownership.

3.       Approval by Landlord. Landlord has approved this Assignment as evidenced by the executed letter agreement attached hereto as Exhibit “B”.

4.       Binding Effect. This Assignment is binding upon and shall inure to the benefit of the parties hereto, and their respective authorized agents and representatives, successors and assigns. This Assignment has been entered into by Assignor and Assignee solely for their benefit, and the benefit of their respective successors, assigns, authorized agents and representatives, and not for the benefit of any other persons not a party to this Assignment.

Exhibit C-2

5.       Counterparts. This Assignment may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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Exhibit C-3

EXECUTED as of the date first above written.

ASSIGNOR:

COLLEGE STATION INVESTORS LLC,
a Texas limited liability company

This instrument was acknowledged before me on ______________________________, 2021, by ______________________________, ____________________ of College Station Investors LLC, a Texas limited liability company, on behalf of said limited liability company.

__________________________________________

Notary Public, State of _________________________

Exhibit C-4

ASSIGNEE:

iBIO CDMO LLC,

a Delaware limited liability company

This instrument was acknowledged before me on ______________________________, 2021, by ______________________________, ____________________ of iBio CDMO LLC, a Delaware limited liability company, on behalf of said limited liability company.

__________________________________________

Notary Public, State of _________________________

Exhibit C-5

Exhibit A to the Special Warranty Deed and Assignment of Ground Lease

LEGAL DESCRIPTION OF THE PROPERTY

All that certain lot, tract or parcel of land being 21.401 acres situated in the J.H. Jones Survey, Abstract No. 26, Brazos County, Texas, and being all of that certain called 21.401 acre tract as described in Memorandum of Lease between The Board of Regents of The Texas A&M University System and TEXAS BIOPROPERTIES, LP, as recorded in Volume 9536, Page 255 of the Official Records of Brazos County, Texas, said 21.401 acre tract being more particularly described by metes and bounds as follows:

BEGINNING at a 1/2" Iron Rod with Cap found in the southwest right-of-way line of South Traditions Drive as described in Volume 9267, Page 132 for the most northerly corner, said corner being the most easterly corner of the Texas A&M University System called 198.0559 acre tract as described in Volume 7988, Page 209; THENCE S 51° 09'57" E, along the southerly Right-of-Way line of said South Traditions Drive a distance of 125.17 feet to a 1/2" Iron Rod with Cap found for point of curvature;

THENCE continuing along the southerly Right-of-Way line of said South Traditions Drive around a curve in a counterclockwise direction having a delta angle of 40° 38'12", an arc distance of 425.55 feet, a radius of 600.00 feet, and a chord of S 71° 29'03" E, a distance of 416.68 feet to a 1/2" Iron Rod with Cap found for the northeast corner;

THENCE S 1° 48'09" E, a distance of 221.86 feet to a 1/2" Iron Rod with Cap found for angle point;

THENCE S 48° 08'12" E, a distance of 429.28 feet to a 1/2" Iron Rod with Cap found for the most easterly corner, said corner being located in the southeast City of Bryan City Limits Line as per deed described in Volume 3481, Page 81, said corner also being located in the northwest Right-of-Way line of HSC Parkway;

THENCE S 41° 51'48" W, along the City Limits Line a distance of 464.43 feet to a 1/2" Iron Rod with Cap found for a point of curvature;

THENCE around a curve in a clockwise direction having a delta angle of 31° 10'07", an arc distance of 401.19 feet, a radius of 737.50 feet, and a chord of S 57° 26'51" W, a distance of 396.27 feet to a 1/2" Iron Rod with Cap found for the most southerly corner;

THENCE N 47° 19'28" W, a distance of 981.81 feet to a 1/2" Iron Rod with Cap found in the southeast line of said called 198.0559 acre tract, a 1/2" Iron Rod with Cap found for the most southerly corner of said called 198.0559 Acre Tract bears S 41°44'03" W a distance of 1412.75 feet;

THENCE N 41°44'03" E, along the southeast line of said called 198.0559 acre tract a distance of 820.96 feet to the PLACE OF BEGINNING AND CONTAINING AN AREA OF 21.401 ACRES OF LAND MORE OR LESS.

Exhibit C-6

Exhibit B to the Assignment of Ground Lease

APPROVAL LETTER

[Attached]

Exhibit C-7

COLLEGE STATION INVESTORS LLC

3811 Turtle Creek Boulevard, Suite 975

Dallas, Texas 75219

October __, 2021

VIA OVERNIGHT DELIVERY

Chancellor

The Texas A&M University System

301 Tarrow, 7th Floor

College Station, Texas 77840-7896

Dear Chancellor:

Tenant is sending this letter to inform Landlord that Tenant has entered into a Purchase and Sale Agreement to assign Tenant’s interest as the tenant under the Lease to iBio CDMO LLC, a Delaware limited liability company (the “Proposed Assignee”). The Proposed Assignee will assume the obligations of Tenant under the Lease (the “Assignment”). Terms that are capitalized but not defined in this letter have the meanings given in the Lease.

The Proposed Assignee is the current occupant of the Premises pursuant to a Sublease Agreement between Tenant and the Proposed Assignee dated January 13, 2016 (the “Sublease”). Tenant and the Proposed Assignee have agreed to terminate the Sublease as part of the Assignment (the “Sublease Termination”), and the Proposed Assignee will continue to occupy the Premises as the tenant under the Lease pursuant to the Assignment.

The Proposed Assignee is financing the proposed transaction with a loan from Woodforest National Bank, a national banking association (“Lender”), to allow the Proposed Assignee to complete the Assignment (the “Financing”). the Financing includes granting a Leasehold Mortgage on the Proposed Assignee’s interest in the Premises under the Lease.

Accordingly, Tenant is requesting that Landlord approve (1) the assignment of Tenant’s interest in the Lease to the Proposed Assignee pursuant to Section 10.1 of the Lease, and that following the Assignment, Landlord will recognize the Proposed Assignee as the tenant under the Lease, (2) the Sublease Termination, and (3) the Financing pursuant to Article IV of the Lease, by counter-signing this letter.

We look forward to receiving your response.

[Signature Page Follows]

Exhibit C-8

Landlord hereby executes this letter to acknowledge the foregoing and to confirm its approval of the assignment of the Lease to Proposed Assignee, the Sublease Termination, and the Financing.

The Texas A&M University System

301 Tarrow, 6th Floor

College Station, Texas 77840-7896

System Real Estate Office

The Texas A&M University System

301 Tarrow, 6th Floor

College Station, Texas 77840-7896

Exhibit C-9

Exhibit D

BILL OF SALE

THIS BILL OF SALE is made as of ______________________, 2021, between COLLEGE STATION INVESTORS LLC, a Texas limited liability company (“Seller”), and iBIO CDMO LLC, a Delaware limited liability company (“Purchaser”).

RECITALS

WHEREAS, pursuant to that certain Purchase and Sale Agreement dated as of __________________, 2021, between Seller (and Bryan Capital Investors LLC) and Purchaser (and iBio, Inc.) (the “Sale Agreement”), Seller agreed to sell to Purchaser Seller’s ground lease interest in that certain real property described in Schedule 1 attached hereto and made a part hereof, and all of Seller’s right, title and interest to the improvements located thereon (collectively, the “Real Property”).

WHEREAS, concurrently with the execution and delivery of this Bill of Sale, Seller is conveying Seller’s ground lease interest in the Real Property to Purchaser.

WHEREAS, the Purchase Agreement provides, among other matters, that Seller shall convey to Purchaser all of Seller’s right, title and interest in and to the Tangible Personal Property (as defined in the Agreement).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiently of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.       Conveyance. Seller hereby sells, transfers, sets over, assigns and conveys to Purchaser, and Purchaser hereby accepts, all of Seller’s right, title and interest in and to the Tangible Personal Property, with the exception of those rights and interests expressly reserved by Seller under the Sale Agreement. This Bill of Sale is made by Seller and accepted by Purchaser subject to the terms of the Sale Agreement.

2.       Miscellaneous. This Bill of Sale and the obligations of the parties hereunder: (i) shall survive the closing of the transaction referred to in the Sale Agreement and shall not be merged therein; (ii) shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and heirs; (iii) shall be governed by the laws of the state or commonwealth in which the Real Property is located, without regard to its conflicts of laws principles; and (iv) may not be modified, amended, waived, discharged or terminated other than by a written agreement signed by the party to be charged therewith. The Recitals at the beginning of this Bill of Sale are incorporated herein by this reference. In the event either party hereto brings any action or proceeding against the other party with respect to any matter pertaining to this Bill of Sale, the prevailing party shall be entitled to recover from the other party all costs and expenses incurred by it in connection with the subject action or proceeding, including reasonable attorneys’ fees. This Bill of Sale may be executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument.

Exhibit D-1

IN WITNESS WHEREOF, Seller and Purchaser have executed and delivered this Bill of Sale under seal as of the date first written above.

Exhibit D-2

Schedule 1 to Bill of Sale

LEGAL DESCRIPTION OF THE PROPERTY

All that certain lot, tract or parcel of land being 21.401 acres situated in the J.H. Jones Survey, Abstract No. 26, Brazos County, Texas, and being all of that certain called 21.401 acre tract as described in Memorandum of Lease between The Board of Regents of The Texas A&M University System and TEXAS BIOPROPERTIES, LP, as recorded in Volume 9536, Page 255 of the Official Records of Brazos County, Texas, said 21.401 acre tract being more particularly described by metes and bounds as follows:

BEGINNING at a 1/2" Iron Rod with Cap found in the southwest right-of-way line of South Traditions Drive as described in Volume 9267, Page 132 for the most northerly corner, said corner being the most easterly corner of the Texas A&M University System called 198.0559 acre tract as described in Volume 7988, Page 209; THENCE S 51° 09'57" E, along the southerly Right-of-Way line of said South Traditions Drive a distance of 125.17 feet to a 1/2" Iron Rod with Cap found for point of curvature;

THENCE continuing along the southerly Right-of-Way line of said South Traditions Drive around a curve in a counterclockwise direction having a delta angle of 40° 38'12", an arc distance of 425.55 feet, a radius of 600.00 feet, and a chord of S 71° 29'03" E, a distance of 416.68 feet to a 1/2" Iron Rod with Cap found for the northeast corner;

THENCE S 1° 48'09" E, a distance of 221.86 feet to a 1/2" Iron Rod with Cap found for angle point;

THENCE S 48° 08'12" E, a distance of 429.28 feet to a 1/2" Iron Rod with Cap found for the most easterly corner, said corner being located in the southeast City of Bryan City Limits Line as per deed described in Volume 3481, Page 81, said corner also being located in the northwest Right-of-Way line of HSC Parkway;

THENCE S 41° 51'48" W, along the City Limits Line a distance of 464.43 feet to a 1/2" Iron Rod with Cap found for a point of curvature;

THENCE around a curve in a clockwise direction having a delta angle of 31° 10'07", an arc distance of 401.19 feet, a radius of 737.50 feet, and a chord of S 57° 26'51" W, a distance of 396.27 feet to a 1/2" Iron Rod with Cap found for the most southerly corner;

THENCE N 47° 19'28" W, a distance of 981.81 feet to a 1/2" Iron Rod with Cap found in the southeast line of said called 198.0559 acre tract, a 1/2" Iron Rod with Cap found for the most southerly corner of said called 198.0559 Acre Tract bears S 41°44'03" W a distance of 1412.75 feet;

THENCE N 41°44'03" E, along the southeast line of said called 198.0559 acre tract a distance of 820.96 feet to the PLACE OF BEGINNING AND CONTAINING AN AREA OF 21.401 ACRES OF LAND MORE OR LESS.

Exhibit D-3

Exhibit E

TERMINATION OF SUBLEASE

This Termination of Sublease (this “Agreement”) is executed as of November ___, 2021 between COLLEGE STATION INVESTORS LLC, a Texas limited liability company (“Landlord”), and iBIO CDMO LLC, a Delaware limited liability company (“Tenant”), for the purpose of amending the Sublease Agreement between Landlord and Tenant dated January 13, 2016 (the “Lease”). Capitalized terms used herein but not defined shall be given the meanings assigned to them in the Lease.

RECITALS:

A.       Pursuant to the terms of the Lease, Tenant is currently leasing land and improvements located in Bryan, Brazos County, Texas, as more particularly described in the Lease. The Lease is subject to the Ground Lease dated March 8, 2010 (as amended or assigned, the “Ground Lease”).

B.       Landlord has agreed to assign, and Tenant has agreed to assume, all of Landlord’s right, title and interest to the Ground Lease in accordance with the terms of the Purchase and Sale Agreement dated of even date herewith (as amended or assigned, the “Purchase Agreement”).

C.       The Term of the Lease is currently scheduled to expire at 11:59 p.m. on the day immediately preceding the expiration or termination of the initial term of the Ground Lease. Landlord and Tenant desire to accelerate the natural expiration of the Term on the terms and conditions contained herein.

AGREEMENTS:

For valuable consideration, whose receipt and sufficiency are acknowledged, Landlord and Tenant agree as follows:

1.       Acceleration of Expiration of the Term. The expiration of the Term is hereby accelerated such that it expires at 12:00 a.m., Bryan, Texas, time, on the date hereof, on the terms and conditions of the Lease, except that Tenant shall have no obligation to repair or restore the Property. Landlord and Tenant shall have no rights or remedies against each other related to the Lease following the date hereof other than with respect to (a) those indemnification obligations under the Lease that survive the expiration or termination of the Lease and (b) the terms of the Purchase Agreement. Tenant shall have no further rights to extend or renew the Term.

2.       Binding Effect; Arms’-Length Negotiation; Governing Law; No Reliance. This Agreement shall be binding upon Landlord and Tenant and their respective successors and assigns. If any inconsistency exists or arises between the terms of the Lease and the terms of this Agreement, the terms of this Agreement shall prevail. This Agreement shall be governed by the laws of the State of Texas. Except for those set forth in the Purchase Agreement, no representations, warranties, or agreements have been made by Landlord or Tenant to the other with respect to this Agreement or the obligations of Landlord or Tenant in connection therewith. Further, Landlord and Tenant each disclaims any reliance upon any and all representations, warranties or agreements not expressly set forth in the Purchase Agreement. Landlord and Tenant agree that they have both had the opportunity to retain legal counsel to review, revise, and negotiate this Agreement on their individual behalf. Landlord and Tenant stipulate that this Agreement has been reviewed and revised by both Landlord and Tenant and their respective legal counsel and that the Lease, as amended hereby, is the result of an arms’-length negotiation and compromise. Landlord and Tenant further stipulate that they are both sophisticated individuals or business entities capable of understanding and negotiating the terms of the Lease, as amended hereby.

Exhibit E-1

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

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

Exhibit E-2

Executed as of the date first written above.

Exhibit E-3

Exhibit E-4

Exhibit F

TERMINATION OF MEMORANDUM OF SUBLEASE

This Termination of Memorandum of SUBLease (this “Termination”) is dated as of ______________, 2021 (the “Effective Date”) by and between iBIO CDMO LLC, a Delaware limited liability company, formerly known as iBIO CMO LLC, a Delaware limited liability company (“Tenant”), and College Station Investors LLC, a Texas limited liability company (“Landlord”).

1.       Landlord and Tenant entered into a Sublease Agreement (the “Sublease”) dated January 13, 2016 whereby Landlord subleased to Tenant, and Tenant subleased from Landlord, certain land located in Brazos County, Texas, as more particularly described on Exhibit A attached hereto. A Memorandum of Sublease (the “Sublease Memorandum”) was recorded in the Official Records of Brazos County, Texas, on January 21, 2016 as Document Number 01253855 in Book OR, Volume 13141, Page 94.

2.       Landlord and Tenant have agreed to terminate the Sublease pursuant to a separate Sublease Termination Agreement effective as of the Effective Date (the “Sublease Termination”).

3.       Landlord and Tenant hereby terminate the Sublease Memorandum as of the Effective Date, which termination is coterminous with the Sublease Termination. This Termination is for informational purposes only and nothing contained herein shall be deemed to modify the Sublease Termination.

[SIGNATURES APPEAR ON NEXT PAGE]

Exhibit F-1

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Termination as of the day and year first above written.

This instrument was acknowledged before me on ______________________________, 2021, by ______________________________, ____________________ of College Station Investors LLC, a Texas limited liability company, on behalf of said limited liability company.

__________________________________________

Notary Public, State of _________________________

Exhibit F-2

This instrument was acknowledged before me on ______________________________, 2021, by ______________________________, ____________________ of iBio CDMO LLC, a Delaware limited liability company, on behalf of said limited liability company.

__________________________________________

Notary Public, State of _________________________

Exhibit F-3

Exhibit A to Termination of Memorandum of Sublease

Legal Description

All that certain lot, tract or parcel of land being 21.401 acres situated in the J.H. Jones Survey, Abstract No. 26, Brazos County, Texas, and being all of that certain called 21.401 acre tract as described in Memorandum of Lease between The Board of Regents of The Texas A&M University System and TEXAS BIOPROPERTIES, LP, as recorded in Volume 9536, Page 255 of the Official Records of Brazos County, Texas, said 21.401 acre tract being more particularly described by metes and bounds as follows:

BEGINNING at a 1/2" Iron Rod with Cap found in the southwest right-of-way line of South Traditions Drive as described in Volume 9267, Page 132 for the most northerly corner, said corner being the most easterly corner of the Texas A&M University System called 198.0559 acre tract as described in Volume 7988, Page 209; THENCE S 51° 09'57" E, along the southerly Right-of-Way line of said South Traditions Drive a distance of 125.17 feet to a 1/2" Iron Rod with Cap found for point of curvature;

THENCE continuing along the southerly Right-of-Way line of said South Traditions Drive around a curve in a counterclockwise direction having a delta angle of 40° 38'12", an arc distance of 425.55 feet, a radius of 600.00 feet, and a chord of S 71° 29'03" E, a distance of 416.68 feet to a 1/2" Iron Rod with Cap found for the northeast corner;

THENCE S 1° 48'09" E, a distance of 221.86 feet to a 1/2" Iron Rod with Cap found for angle point;

THENCE S 48° 08'12" E, a distance of 429.28 feet to a 1/2" Iron Rod with Cap found for the most easterly corner, said corner being located in the southeast City of Bryan City Limits Line as per deed described in Volume 3481, Page 81, said corner also being located in the northwest Right-of-Way line of HSC Parkway;

THENCE S 41° 51'48" W, along the City Limits Line a distance of 464.43 feet to a 1/2" Iron Rod with Cap found for a point of curvature;

THENCE around a curve in a clockwise direction having a delta angle of 31° 10'07", an arc distance of 401.19 feet, a radius of 737.50 feet, and a chord of S 57° 26'51" W, a distance of 396.27 feet to a 1/2" Iron Rod with Cap found for the most southerly corner;

THENCE N 47° 19'28" W, a distance of 981.81 feet to a 1/2" Iron Rod with Cap found in the southeast line of said called 198.0559 acre tract, a 1/2" Iron Rod with Cap found for the most southerly corner of said called 198.0559 Acre Tract bears S 41°44'03" W a distance of 1412.75 feet;

THENCE N 41°44'03" E, along the southeast line of said called 198.0559 acre tract a distance of 820.96 feet to the PLACE OF BEGINNING AND CONTAINING AN AREA OF 21.401 ACRES OF LAND MORE OR LESS.

Exhibit F-4

Exhibit G

GENERAL ASSIGNMENT

THIS GENERAL ASSIGNMENT (“Assignment”) is made as of ________________, 2021, between COLLEGE STATION INVESTORS LLC, a Texas limited liability company (“Assignor”), and iBIO CDMO LLC, a Delaware limited liability company (“Assignee”).

RECITALS

WHEREAS, pursuant to that certain Purchase and Sale Agreement dated as of ___________________, 2021, between Assignor (and Bryan Capital Investors LLC) and Assignee (and iBio, Inc.) (the “Sale Agreement”), Assignor agreed to sell to Assignee Assignor’s ground lease interest in that real property described in Schedule 1 attached hereto and made a part hereof, and the improvements located thereon (collectively, the “Real Property”). Capitalized terms used but not defined herein shall have the meanings given to them in the Sale Agreement;

WHEREAS, concurrently with the execution and delivery of this Assignment, Assignor is conveying Assignor’s ground lease interest in the Real Property to Assignee; and

WHEREAS, the Sale Agreement provides, among other matters, that Assignor shall assign to Assignee, to the extent assignable by Assignor without expense to Assignor and not otherwise transferred by Assignor pursuant to any of the Assignment of Ground Lease or the Bill of Sale, all dated on or about the date of this Assignment, executed by Assignor in favor of Assignee, all of Assignor’s right, title and interest in and to the Other Property Rights; provided, however, Other Property Rights shall not include: (1) any management agreement or insurance policy for all or a portion of the Real Property; (2) any defenses, claims or causes of action Assignor may have against third parties with respect to matters arising or accruing prior to the date of this Assignment; (3) all cash on hand or on deposit in any bank, operating account or other account maintained in connection with the ownership, operation or management of the Property, cash equivalents (including certificates of deposit), deposits held by third parties (e.g., utility companies) and bank accounts, (4) all insurance policies maintained in connection with the ownership, operation or management of the Property, (5) any appraisals or other economic evaluations of, or projections with respect to, all or any portion of the Property, including, without limitation, budgets prepared by or on behalf of Seller or any affiliate of Seller, (6) any documents, materials or information which are subject to attorney/client, work product or similar privilege, which constitute attorney communications with respect to the Property and/or Seller, or which are subject to a confidentiality agreement, and (7) any documents pertaining solely to the marketing of the Property and any direct or indirect interest therein for sale to prospective purchasers.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1.       Assignment. Assignor hereby assigns to Assignee all of Assignor’s right, title and interest in and to the Other Property Rights, with the exception of those rights and interests expressly reserved by Assignor under the Sale Agreement. Assignee hereby accepts such assignment and assumes and agrees to perform all of the terms, covenants and conditions to be observed or performed by Assignor under the Other Property Rights to the extent accruing or arising on or after the date of this Assignment. This Assignment is made by Assignor and Assignee subject to the terms of the Sale Agreement.

Exhibit G-1

2.       Miscellaneous. This Assignment and the obligations of the parties hereunder: (i) shall survive the closing of the transaction referred to in the Sale Agreement and shall not be merged therein; (ii) shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assignees and heirs; (iii) shall be governed by the laws of the state or commonwealth in which the Real Property is located, without regard to its conflicts of laws principles; and (iv) may not be modified, amended, waived, discharged or terminated in any manner other than by a written agreement signed by the party to be charged therewith. The Recitals at the beginning of this Assignment and the Schedules attached hereto are incorporated herein by this reference. In the event either party hereto brings any action or proceeding against the other party with respect to any matter pertaining to this Assignment, the prevailing party in such action shall be entitled to recover from the other party all costs and expenses incurred by it in connection with the subject action or proceeding, including reasonable attorneys’ fees. This Assignment may be executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument.

Exhibit G-2

IN WITNESS WHEREOF, Assignor and Assignee have executed and delivered this Assignment under seal as of the date first written above.

Exhibit G-3

SCHEDULE 1

DESCRIPTION OF REAL PROPERTY

All that certain lot, tract or parcel of land being 21.401 acres situated in the J.H. Jones Survey, Abstract No. 26, Brazos County, Texas, and being all of that certain called 21.401 acre tract as described in Memorandum of Lease between The Board of Regents of The Texas A&M University System and TEXAS BIOPROPERTIES, LP, as recorded in Volume 9536, Page 255 of the Official Records of Brazos County, Texas, said 21.401 acre tract being more particularly described by metes and bounds as follows:

BEGINNING at a 1/2" Iron Rod with Cap found in the southwest right-of-way line of South Traditions Drive as described in Volume 9267, Page 132 for the most northerly corner, said corner being the most easterly corner of the Texas A&M University System called 198.0559 acre tract as described in Volume 7988, Page 209; THENCE S 51° 09'57" E, along the southerly Right-of-Way line of said South Traditions Drive a distance of 125.17 feet to a 1/2" Iron Rod with Cap found for point of curvature;

THENCE continuing along the southerly Right-of-Way line of said South Traditions Drive around a curve in a counterclockwise direction having a delta angle of 40° 38'12", an arc distance of 425.55 feet, a radius of 600.00 feet, and a chord of S 71° 29'03" E, a distance of 416.68 feet to a 1/2" Iron Rod with Cap found for the northeast corner;

THENCE S 1° 48'09" E, a distance of 221.86 feet to a 1/2" Iron Rod with Cap found for angle point;

THENCE S 48° 08'12" E, a distance of 429.28 feet to a 1/2" Iron Rod with Cap found for the most easterly corner, said corner being located in the southeast City of Bryan City Limits Line as per deed described in Volume 3481, Page 81, said corner also being located in the northwest Right-of-Way line of HSC Parkway;

THENCE S 41° 51'48" W, along the City Limits Line a distance of 464.43 feet to a 1/2" Iron Rod with Cap found for a point of curvature;

THENCE around a curve in a clockwise direction having a delta angle of 31° 10'07", an arc distance of 401.19 feet, a radius of 737.50 feet, and a chord of S 57° 26'51" W, a distance of 396.27 feet to a 1/2" Iron Rod with Cap found for the most southerly corner;

THENCE N 47° 19'28" W, a distance of 981.81 feet to a 1/2" Iron Rod with Cap found in the southeast line of said called 198.0559 acre tract, a 1/2" Iron Rod with Cap found for the most southerly corner of said called 198.0559 Acre Tract bears S 41°44'03" W a distance of 1412.75 feet;

THENCE N 41°44'03" E, along the southeast line of said called 198.0559 acre tract a distance of 820.96 feet to the PLACE OF BEGINNING AND CONTAINING AN AREA OF 21.401 ACRES OF LAND MORE OR LESS.

Exhibit G-4

Exhibit H

CERTIFICATION OF NON-FOREIGN STATUS

To inform iBio CDMO LLC, a Delaware limited liability company (“Purchaser”), that withholding of tax under Section 1445 of the Internal Revenue Code of 1986, as amended (“Code”), will not be required upon the transfer of certain real property interests to Purchaser by COLLEGE STATION INVESTORS LLC, a Texas limited liability company (“Seller”), Seller hereby certifies the following:

1.       It is not a foreign corporation, foreign partnership, foreign trust or foreign estate or disregarded entity (as those terms are defined in the Code and the Income Tax Regulations promulgated thereunder);

2.       Its U.S. employer identification number is 81-0841930; and

3.       Its principal office address is 3811 Turtle Creek Blvd., Suite 900, Baltimore Maryland 21201.

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

Under penalty of perjury, Seller declares that it has examined this Certification and to the best of its knowledge and belief this Certification is true, correct and complete.

Date: _______________, 2021

Exhibit H-1

This instrument was acknowledged before me on October __, 2021, by Timothy J. Sullivan, Chief Financial Officer and Secretary of Third Palm Capital LLC, a Delaware limited liability company, the sole member of College Station Investors LLC, a Texas limited liability company, on behalf of said limited liability companies.

SWORN TO AND SUBSCRIBED BEFORE ME by Timothy J. Sullivan on October __, 2021.

Exhibit H-2

Exhibit I

FORM OF WARRANT AGREEMENT

See Exhibit 4.2 attached to this Current Report on Form 8-K

Exhibit I-1

Exhibit J

EQUITY PURCHASE AGREEMENT

THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into as of _____________, 2021 by and between Bryan Capital Investors LLC, a Texas limited liability company (“Seller”) and iBio, Inc., a Delaware corporation (“Buyer”).

RECITALS

WHEREAS, Seller owns certain equity in Buyer more specifically described in Article V of iBio’s Certificate of Designation as iBio CMO Preferred Tracking Stock (the “Tracking Stock”) and certain equity interest in iBio CDMO LLC, a Delaware limited liability company (the “CDMO Equity”, and together with the Tracking Stock, the “Equity”); and

WHEREAS, Seller desires to sell, convey, assign and transfer to Buyer, and Buyer desires to purchase and accept the Equity on the terms and subject to the conditions set forth within this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual and dependent promises set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

ARTICLE I
THE TRANSACTION

1.1       Purchase and Sale. Upon the terms and subject to the conditions set forth in this Agreement and effective upon the execution hereof, Buyer shall purchase and accept from Seller, and Seller shall sell, convey, assign and transfer to Buyer, the Equity. The Equity shall be purchased at an aggregate purchase price of Fifty Thousand Dollars ($50,000) and the issuance of Warrants (the “Purchase Price”) and the other good and valuable consideration described herein. Buyer shall pay the Purchase Price to Seller concurrently with the execution of this Agreement by wire transfer of immediately available funds in accordance with the wire transfer instructions delivered by Seller to Buyer.

1.2       Further Assurances. Each of the parties hereto shall execute and deliver such additional documents, instruments, conveyances, and assurances and take such further actions as may be required to carry out the provisions hereof and give effect to the transactions contemplated hereby. Seller shall instruct the Company to execute and deliver such additional documents, instruments, and certificates as may be required to carry out the provisions hereof and give effect to the transactions contemplated hereby.

1.3       Fees and Expenses. Buyer and Seller shall each be responsible for its own respective fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby.

Exhibit J-1

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as follows:

2.1       Authorization of Agreement. Seller has all requisite power, authority and legal capacity to execute and deliver this Agreement and Seller has all requisite power, authority and legal capacity to perform Seller’s obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller and, assuming the 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 applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors’ rights generally and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

2.2       Title to Equity. Seller has good, valid and marketable title to the Equity, free and clear of any and all security interests, liens, claims, pledges, encumbrances or other rights or claims of any other person of any kind or any preemptive or similar rights (collectively, “Encumbrances”), other than as set forth in the formation documents of the Company (collectively, “Permitted Encumbrances”). Upon the execution hereof and payment of the Purchase Price, Buyer will acquire all of Seller’s right, title and interest in and to, the Equity purchased from Seller hereunder, free and clear of any and all Encumbrances other than Permitted Encumbrances. The Equity being sold represents all of Seller’s interest in iBio, Inc. and iBio CDMO, LLC.

2.3       Non-Contravention. Neither Seller’s execution and delivery of, and performance under, this Agreement nor the consummation of the transactions contemplated hereunder conflict with, violate, or constitute a default under any contract or agreement to which Seller is a party or create or impose of any Encumbrance or any additional liability on Seller.

2.4       Absence of Claims. To the actual knowledge of Seller, there are no facts or circumstances that would give rise to or relate in any way to any claim, action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), prosecution, contest, hearing, inquiry, inquest, audit, examination or investigation (collectively, “Actions”) that are pending Seller as relates to the Equity.

2.5       No Consent. No consent, approval or other authorization of, or filing with, any individual, corporation, partnership, trust or unincorporated organization or any government or an agency or political subdivision thereof, or any other person or entity is required for the valid execution, delivery and performance of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

3.1       Authorization of Agreement. Buyer has all requisite power, authority and legal capacity to execute and deliver this Agreement and Buyer has all requisite power, authority and legal capacity to perform Buyer’s obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Buyer and, assuming the due authorization, execution and delivery by Seller, this Agreement constitutes a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors’ rights generally and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Exhibit J-2

3.2       Non-Contravention. Neither Buyer’s execution and delivery of, and performance under, this Agreement nor the consummation of the transactions contemplated hereunder conflict with, violate, or constitute a default under any contract or agreement to which Buyer is a party or create or impose of any Encumbrance or any additional liability on Buyer.

3.3       Absence of Claims. There are no facts or circumstances that would give rise to or relate in any way to any Actions that are pending or could be potentially be brought against Buyer or Seller, as relates to the Equity, or otherwise relating to the Equity.

3.4       No Consent. No consent, approval or other authorization of, or filing with, any individual, corporation, partnership, trust or unincorporated organization or any government or an agency or political subdivision thereof, or any other person or entity is required for the valid execution, delivery and performance of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated hereby.

3.5       Investment Purpose. Buyer is acquiring the Equity solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Equity is not registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and that the Equity may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

ARTICLE IV
MISCELLANEOUS

4.1       Notices. All notices and other communications to be given or made in connection with this Agreement shall be in writing and shall be deemed to have been given or made when given or made if such notice or communication is in writing and delivered personally, sent by commercial carrier or registered or certified mail (postage prepaid) or transmitted by facsimile or email to the parties at the following addresses and numbers (or at such other addresses as shall be furnished by the parties by like notice):

Exhibit J-3

4.2       Indemnification.

(a)       Following the Closing, Seller agrees to indemnify and hold harmless Buyer, and any of Buyer’s representatives and agents, from and against any Claims (as defined below) directly or indirectly arising from or related to (i) any breach of any representation or warranty made by Seller in this Agreement; or (ii) any breach by Seller of any covenant or obligation of Seller under this Agreement.

(b)       Following the Closing, Buyer agrees to indemnify and hold harmless each Seller Released Party (as defined below) from and against any Claims directly or indirectly arising from or related to (i) any breach of any representation or warranty made by Buyer in this Agreement; (ii) any breach by Buyer of any covenant or obligation of Buyer under this Agreement; or (iii) the business, ownership, assets, liabilities, or operations of Buyer, iBio CDMO LLC or their respective subsidiaries and affiliates.

4.3       Release. Buyer, on behalf of itself and each of its equityholders, officers, agents, employees, and representatives, and any of its or their successors, assigns, and affiliates, in each case (collectively, the “Buyer Releasing Parties”), hereby absolutely, unconditionally, and irrevocably releases and discharges Seller, and each of its, members, equityholders, managers, directors, officers, agents, employees, and representatives, and any of its or their successors, assigns, and affiliates (collectively, the “Seller Released Parties”) from any and all claims, counterclaims, actions, causes of action, suits, defenses, debts, obligations, promises, expenses, liabilities, setoffs, accounts, covenants, contracts, agreements, costs, judgments, and demands whatsoever, whether at law, in equity, contract, tort, or otherwise (whether fixed or contingent, known or unknown, liquidated or unliquidated) (each, a “Claim”) which any of the Buyer Releasing Parties now has, or may hereafter have, against any of the Seller Released Parties, arising out of or relating to events, actions, omissions, facts, or circumstances occurring, arising, or existing at or prior to execution of this Agreement, including any Claim arising from or related to the business, ownership, assets, liabilities, or operations of Buyer, iBio CDMO LLC or their respective subsidiaries and affiliates prior to the execution of this Agreement. For the avoidance of doubt, Seller Released Parties shall include, without limitation, Tim Sullivan. Each of the Buyer Releasing Parties shall refrain from, directly or indirectly, asserting any Claim or demand or commencing, instituting, or causing to be commenced, any Action of any kind against any Seller Released Party based upon any matter released pursuant to this Section 4.3. In entering into this release of claims, Buyer acknowledges and agrees, on behalf of itself and each Buyer Releasing Party, that Claims or facts in addition to or different from what they now know, believe, or suspect to exist might hereafter be discovered; nevertheless, it is its intention by entering into this Agreement to fully, finally, and forever release, discharge, and settle all of the Claims described in the release contained in this Section 4.3, notwithstanding the existence or possible future discovery of any such additional or different Claim or fact, and the existence or possible future discovery of any such additional or different Claim or fact will in no manner affect this Agreement or the release set forth herein.

Exhibit J-4

4.4       Termination of Other Agreements. Subject to Section 4.3, all agreements between Buyer and Seller, including all affiliates of either party contained in any agreement, including, without limitation, any obligations contained in any organizational document of Inc., including its Charter, the Amended and Restated Limited Liability Company Agreement of CDMO dated January 13, 2016 (as amended), the License Agreement between Inc. and CDMO dated January 13, 2016, and any other agreements related to the Equity are hereby terminated and all claims relating thereto, including but not limited to any entitlement to dividends, are waived and released.

4.5       Headings; Entire Agreement; Counterparts; Amendments; Third Party Beneficiaries. The headings contained in this Agreement are inserted for convenience only and do not constitute a part of this Agreement. This Agreement constitutes the entire agreement among the parties and supersedes all other prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, email (including pdf or any electronic signature complying with the United States federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. This Agreement may not be amended except by an instrument in writing duly executed by each of the parties hereto. Except as set forth in Section 4.2, this Agreement is not intended to confer upon any other person other than the parties hereto any rights or remedies hereunder.

4.6       Assignees. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party. No assignment shall relieve the assigning party of any of its obligations hereunder.

4.7       Governing Law; No Jury Trial. The validity and interpretation of this Agreement shall be governed by the laws of the State of Delaware, without reference to the conflict of laws principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The parties hereby waive their respective rights to a jury trial of any claim or cause of action based upon or arising out of this Agreement or any of the transactions contemplated herein, including contract claims, tort claims, breach of duty claims and all other common law or statutory claims.

Exhibit J-5

4.8       Drafting. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

4.9       Specific Performance. The parties hereto shall acknowledge that, in view of the uniqueness of the parties hereto, the parties hereto would not have an adequate remedy at law for money damages in the event that this Agreement were not performed in accordance with its terms, and therefore agree that the parties shall be entitled to specific enforcement of the terms hereof in addition to any other remedy to which the parties hereto may be entitled at law or in equity.

4.10       Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement or the application of any such provision to any Person or circumstance shall be held to be prohibited by, illegal or unenforceable under applicable Law in any respect by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition, illegality or unenforceability, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

4.11       Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Exhibit J-6

IN WITNESS WHEREOF, Buyer and Seller have executed this Agreement as of the date first set forth above.

Exhibit J-7

Exhibit K

FORM OF APPROVAL LETTER

[Follows this page.]

Exhibit K-1

COLLEGE STATION INVESTORS LLC

3811 Turtle Creek Boulevard, Suite 975

Dallas, Texas 75219

October __, 2021

VIA OVERNIGHT DELIVERY

Chancellor

The Texas A&M University System

301 Tarrow, 7th Floor

College Station, Texas 77840-7896

Dear Chancellor:

Tenant is sending this letter to inform Landlord that Tenant has entered into a Purchase and Sale Agreement to assign Tenant’s interest as the tenant under the Lease to iBio CDMO LLC, a Delaware limited liability company (the “Proposed Assignee”). The Proposed Assignee will assume the obligations of Tenant under the Lease (the “Assignment”). Terms that are capitalized but not defined in this letter have the meanings given in the Lease.

The Proposed Assignee is the current occupant of the Premises pursuant to a Sublease Agreement between Tenant and the Proposed Assignee dated January 13, 2016 (the “Sublease”). Tenant and the Proposed Assignee have agreed to terminate the Sublease as part of the Assignment (the “Sublease Termination”), and the Proposed Assignee will continue to occupy the Premises as the tenant under the Lease pursuant to the Assignment.

The Proposed Assignee is financing the proposed transaction with a loan from Woodforest National Bank, a national banking association (“Lender”), to allow the Proposed Assignee to complete the Assignment (the “Financing”). the Financing includes granting a Leasehold Mortgage on the Proposed Assignee’s interest in the Premises under the Lease.

Accordingly, Tenant is requesting that Landlord approve (1) the assignment of Tenant’s interest in the Lease to the Proposed Assignee pursuant to Section 10.1 of the Lease, and that following the Assignment, Landlord will recognize the Proposed Assignee as the tenant under the Lease, (2) the Sublease Termination, and (3) the Financing pursuant to Article IV of the Lease, by counter-signing this letter.

We look forward to receiving your response.

[Signature Page Follows]

Exhibit K-2

Landlord hereby executes this letter to acknowledge the foregoing and to confirm its approval of the assignment of the Lease to Proposed Assignee, the Sublease Termination, and the Financing.

The Texas A&M University System

301 Tarrow, 6th Floor

College Station, Texas 77840-7896

System Real Estate Office

The Texas A&M University System

301 Tarrow, 6th Floor

College Station, Texas 77840-7896

Exhibit K-3

EXHIBIT 10.2

EQUITY PURCHASE AGREEMENT

THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into as of November 1, 2021 by and between Bryan Capital Investors LLC, a Texas limited liability company (“Seller”) and iBio, Inc., a Delaware corporation (“Buyer”).

RECITALS

WHEREAS, Seller owns certain equity in Buyer more specifically described in Article V of iBio’s Certificate of Designation as iBio CMO Preferred Tracking Stock (the “Tracking Stock”) and certain equity interest in iBio CDMO LLC, a Delaware limited liability company (the “CDMO Equity”, and together with the Tracking Stock, the “Equity”); and

WHEREAS, Seller desires to sell, convey, assign and transfer to Buyer, and Buyer desires to purchase and accept the Equity on the terms and subject to the conditions set forth within this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual and dependent promises set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

ARTICLE I
THE TRANSACTION

1.1              Purchase and Sale. Upon the terms and subject to the conditions set forth in this Agreement and effective upon the execution hereof, Buyer shall purchase and accept from Seller, and Seller shall sell, convey, assign and transfer to Buyer, the Equity. The Equity shall be purchased at an aggregate purchase price of Fifty Thousand Dollars ($50,000) and the issuance of Warrants (the “Purchase Price”) and the other good and valuable consideration described herein. Buyer shall pay the Purchase Price to Seller concurrently with the execution of this Agreement by wire transfer of immediately available funds in accordance with the wire transfer instructions delivered by Seller to Buyer.

1.2              Further Assurances. Each of the parties hereto shall execute and deliver such additional documents, instruments, conveyances, and assurances and take such further actions as may be required to carry out the provisions hereof and give effect to the transactions contemplated hereby. Seller shall instruct the Company to execute and deliver such additional documents, instruments, and certificates as may be required to carry out the provisions hereof and give effect to the transactions contemplated hereby.

1.3              Fees and Expenses. Buyer and Seller shall each be responsible for its own respective fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby.

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as follows:

2.1              Authorization of Agreement. Seller has all requisite power, authority and legal capacity to execute and deliver this Agreement and Seller has all requisite power, authority and legal capacity to perform Seller’s obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller and, assuming the 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 applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors’ rights generally and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

2.2              Title to Equity. Seller has good, valid and marketable title to the Equity, free and clear of any and all security interests, liens, claims, pledges, encumbrances or other rights or claims of any other person of any kind or any preemptive or similar rights (collectively, “Encumbrances”), other than as set forth in the formation documents of the Company (collectively, “Permitted Encumbrances”). Upon the execution hereof and payment of the Purchase Price, Buyer will acquire all of Seller’s right, title and interest in and to, the Equity purchased from Seller hereunder, free and clear of any and all Encumbrances other than Permitted Encumbrances. The Equity being sold represents all of Seller’s interest in iBio, Inc. and iBio CDMO, LLC.

2.3              Non-Contravention. Neither Seller’s execution and delivery of, and performance under, this Agreement nor the consummation of the transactions contemplated hereunder conflict with, violate, or constitute a default under any contract or agreement to which Seller is a party or create or impose of any Encumbrance or any additional liability on Seller.

2.4              Absence of Claims. To the actual knowledge of Seller, there are no facts or circumstances that would give rise to or relate in any way to any claim, action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), prosecution, contest, hearing, inquiry, inquest, audit, examination or investigation (collectively, “Actions”) that are pending Seller as relates to the Equity.

2.5              No Consent. No consent, approval or other authorization of, or filing with, any individual, corporation, partnership, trust or unincorporated organization or any government or an agency or political subdivision thereof, or any other person or entity is required for the valid execution, delivery and performance of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

3.1              Authorization of Agreement. Buyer has all requisite power, authority and legal capacity to execute and deliver this Agreement and Buyer has all requisite power, authority and legal capacity to perform Buyer’s obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Buyer and, assuming the due authorization, execution and delivery by Seller, this Agreement constitutes a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors’ rights generally and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

3.2              Non-Contravention. Neither Buyer’s execution and delivery of, and performance under, this Agreement nor the consummation of the transactions contemplated hereunder conflict with, violate, or constitute a default under any contract or agreement to which Buyer is a party or create or impose of any Encumbrance or any additional liability on Buyer.

3.3              Absence of Claims. There are no facts or circumstances that would give rise to or relate in any way to any Actions that are pending or could be potentially be brought against Buyer or Seller, as relates to the Equity, or otherwise relating to the Equity.

3.4              No Consent. No consent, approval or other authorization of, or filing with, any individual, corporation, partnership, trust or unincorporated organization or any government or an agency or political subdivision thereof, or any other person or entity is required for the valid execution, delivery and performance of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated hereby.

3.5              Investment Purpose. Buyer is acquiring the Equity solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Equity is not registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and that the Equity may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

ARTICLE IV
MISCELLANEOUS

4.1              Notices. All notices and other communications to be given or made in connection with this Agreement shall be in writing and shall be deemed to have been given or made when given or made if such notice or communication is in writing and delivered personally, sent by commercial carrier or registered or certified mail (postage prepaid) or transmitted by facsimile or email to the parties at the following addresses and numbers (or at such other addresses as shall be furnished by the parties by like notice):

4.2              Indemnification.

(a)                     Following the Closing, Seller agrees to indemnify and hold harmless Buyer, and any of Buyer’s representatives and agents, from and against any Claims (as defined below) directly or indirectly arising from or related to (i) any breach of any representation or warranty made by Seller in this Agreement; or (ii) any breach by Seller of any covenant or obligation of Seller under this Agreement.

(b)                     Following the Closing, Buyer agrees to indemnify and hold harmless each Seller Released Party (as defined below) from and against any Claims directly or indirectly arising from or related to (i) any breach of any representation or warranty made by Buyer in this Agreement; (ii) any breach by Buyer of any covenant or obligation of Buyer under this Agreement; or (iii) the business, ownership, assets, liabilities, or operations of Buyer, iBio CDMO LLC or their respective subsidiaries and affiliates.

4.3              Release. Buyer, on behalf of itself and each of its equityholders, officers, agents, employees, and representatives, and any of its or their successors, assigns, and affiliates, in each case (collectively, the “Buyer Releasing Parties”), hereby absolutely, unconditionally, and irrevocably releases and discharges Seller, and each of its, members, equityholders, managers, directors, officers, agents, employees, and representatives, and any of its or their successors, assigns, and affiliates (collectively, the “Seller Released Parties”) from any and all claims, counterclaims, actions, causes of action, suits, defenses, debts, obligations, promises, expenses, liabilities, setoffs, accounts, covenants, contracts, agreements, costs, judgments, and demands whatsoever, whether at law, in equity, contract, tort, or otherwise (whether fixed or contingent, known or unknown, liquidated or unliquidated) (each, a “Claim”) which any of the Buyer Releasing Parties now has, or may hereafter have, against any of the Seller Released Parties, arising out of or relating to events, actions, omissions, facts, or circumstances occurring, arising, or existing at or prior to execution of this Agreement, including any Claim arising from or related to the business, ownership, assets, liabilities, or operations of Buyer, iBio CDMO LLC or their respective subsidiaries and affiliates prior to the execution of this Agreement. For the avoidance of doubt, Seller Released Parties shall include, without limitation, Tim Sullivan. Each of the Buyer Releasing Parties shall refrain from, directly or indirectly, asserting any Claim or demand or commencing, instituting, or causing to be commenced, any Action of any kind against any Seller Released Party based upon any matter released pursuant to this Section 4.3. In entering into this release of claims, Buyer acknowledges and agrees, on behalf of itself and each Buyer Releasing Party, that Claims or facts in addition to or different from what they now know, believe, or suspect to exist might hereafter be discovered; nevertheless, it is its intention by entering into this Agreement to fully, finally, and forever release, discharge, and settle all of the Claims described in the release contained in this Section 4.3, notwithstanding the existence or possible future discovery of any such additional or different Claim or fact, and the existence or possible future discovery of any such additional or different Claim or fact will in no manner affect this Agreement or the release set forth herein.

4.4              Termination of Other Agreements. Subject to Section 4.3, all agreements between Buyer and Seller, including all affiliates of either party contained in any agreement, including, without limitation, any obligations contained in any organizational document of Inc., including its Charter, the Amended and Restated Limited Liability Company Agreement of CDMO dated January 13, 2016 (as amended), the License Agreement between Inc. and CDMO dated January 13, 2016, and any other agreements related to the Equity are hereby terminated and all claims relating thereto, including but not limited to any entitlement to dividends, are waived and released.

4.5              Headings; Entire Agreement; Counterparts; Amendments; Third Party Beneficiaries. The headings contained in this Agreement are inserted for convenience only and do not constitute a part of this Agreement. This Agreement constitutes the entire agreement among the parties and supersedes all other prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, email (including pdf or any electronic signature complying with the United States federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. This Agreement may not be amended except by an instrument in writing duly executed by each of the parties hereto. Except as set forth in Section 4.2, this Agreement is not intended to confer upon any other person other than the parties hereto any rights or remedies hereunder.

4.6              Assignees. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party. No assignment shall relieve the assigning party of any of its obligations hereunder.

4.7              Governing Law; No Jury Trial. The validity and interpretation of this Agreement shall be governed by the laws of the State of Delaware, without reference to the conflict of laws principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The parties hereby waive their respective rights to a jury trial of any claim or cause of action based upon or arising out of this Agreement or any of the transactions contemplated herein, including contract claims, tort claims, breach of duty claims and all other common law or statutory claims.

4.8              Drafting. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

4.9              Specific Performance. The parties hereto shall acknowledge that, in view of the uniqueness of the parties hereto, the parties hereto would not have an adequate remedy at law for money damages in the event that this Agreement were not performed in accordance with its terms, and therefore agree that the parties shall be entitled to specific enforcement of the terms hereof in addition to any other remedy to which the parties hereto may be entitled at law or in equity.

4.10          Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement or the application of any such provision to any Person or circumstance shall be held to be prohibited by, illegal or unenforceable under applicable Law in any respect by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition, illegality or unenforceability, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

4.11          Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

IN WITNESS WHEREOF, Buyer and Seller have executed this Agreement as of the date first set forth above.

Signature Page

Equity Purchase Agreement

[Signature Page to Equity Purchase Agreement]

EXHIBIT 10.3

CREDIT AGREEMENT

among

IBIO CDMO LLC,

as Borrower

and

WOODFOREST NATIONAL BANK,

as Lender

As of November 1, 2021

TABLE OF CONTENTS

CREDIT AGREEMENT

THIS CREDIT AGREEMENT is entered into as of November, 2021 (the “Closing Date”), between iBio CDMO LLC, a Delaware limited liability company (“Borrower”), and WOODFOREST NATIONAL BANK, a national banking association (the “Lender”).

RECITALS

A.            Borrower has requested that Lender extend credit to Borrower in the form of a single-advance Term Loan on the Closing Date.

B.            Lender is willing to extend the requested credit on the terms and conditions of this Agreement.

Accordingly, Lender and Borrower agree as follows:

SECTION 1           DEFINITIONS AND TERMS.

1.1            Definitions. As used in the Loan Documents:

Affiliate means, with respect to a specified Person, (a) another Person that directly or indirectly, through one or more intermediaries, Controls or is Controlled by or is under common Control with the specified Person, or (b) any officer, director, manager, or partner of the specified Person.

Agreement means this Credit Agreement, and all exhibits and schedules to this Agreement, in each case as amended, restated, supplemented, or otherwise modified from time to time.

Anti-Corruption Laws means all laws, rules, and regulations of any Governmental Authority applicable to Borrower or any of its Subsidiaries from time to time concerning or relating to bribery, money laundering or corruption.

Assignment of Ground Lease means the Special Warranty Deed and Assignment of Ground Lease dated on or about the Closing Date, executed by College Station and Borrower, conveying to Borrower all of College Station's right, title and interest to the Ground Lease.

Bankruptcy Code means the Bankruptcy Code in Title 11 of the U.S. Code, as amended, modified, succeeded or replaced from time to time.

Board of Directors means, with respect to any Person, (a) in the case of any corporation, the board of directors of such Person, (b) in the case of any limited liability company, the board of managers, sole member, managing member, or other governing body of such Person, (c) in the case of any partnership, the Board of Directors of the general partner of such Person and (d) in any other case, the functional equivalent of the foregoing.

Board of Governors means the Board of Governors of the Federal Reserve System of the U.S. (or any successor thereto).

Bryan Capital means Bryan Capital Investors LLC, a Texas limited liability company.

Business Day means any day that is not a Saturday, Sunday or other day on which commercial banks in Houston, Texas, are required or authorized by Law to remain closed.

Capital Expenditure means, for any Person, any expenditure or commitment to expend money for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of any such Person in accordance with GAAP.

Capital Lease Obligations means, for any Person, the obligations required to be classified as a capital lease on a consolidated balance sheet of any such Person in accordance with GAAP.

Cash Collateral means cash and Cash Equivalents deposited into a cash collateral account under the sole dominion and control of Lender as Collateral pursuant to documentation in Proper Form.

Cash Collateralize means to pledge Cash Collateral as collateral for the Cash Management Liabilities or any other obligation of a Loan Party in an amount equal to at least 102% of such Cash Management Liabilities or other obligation.

Cash Equivalents means, collectively, (a) marketable direct obligations issued or unconditionally guaranteed by the U.S. or any agency thereof maturing within one hundred twenty (120) days from the date of acquisition thereof, (b) commercial paper maturing no more than one hundred twenty (120) days from the date of creation thereof and currently having the highest rating obtainable from either S&P or Moody’s, (c) certificates of deposit maturing no more than one hundred twenty (120) days from the date of creation thereof issued by commercial banks incorporated under the laws of the U.S., each having combined capital, surplus and undivided profits of not less than $500,000,000 and having a rating of “A” or better by a nationally recognized rating agency, or (d) time deposits maturing no more than thirty (30) days from the date of creation thereof with commercial banks or savings banks or savings and loan associations each having membership either in the FDIC or the deposits of which are insured by the FDIC and in amounts not exceeding the maximum amounts of insurance thereunder.

Cash Management Agreement means agreements or other arrangements under which Cash Management Products and Services are provided.

Cash Management Liabilities means the indebtedness, obligations and liabilities of Borrower or any Guarantor to any Cash Management Provider which provides any Cash Management Products and Services to Borrower or such Guarantor (including all obligations and liabilities owing in respect of any returned items deposited with such Cash Management Provider).

Cash Management Products and Services means the following products or services, (a) credit cards, (b) credit card processing services, (c) debit cards and stored value cards, (d) commercial cards and purchasing cards, (e) ACH transactions, and (f) cash management and treasury management services and products, including controlled disbursement accounts or services, lockboxes, automated clearinghouse transactions, return items, overdrafts, and interstate depository network services.

Cash Management Provider means Lender, or any Affiliate of Lender, which provides Cash Management Products and Services to Borrower or any Guarantor under any Cash Management Agreement with Borrower or such Guarantor.

Change in Law means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything in this Agreement to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the U.S. or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

Change of Control means (a) Parent Guarantor ceases to own and Control, directly or indirectly, at least fifty-one percent (51%) of the Equity Interests of Borrower on a fully-diluted basis, free and clear of all Liens (other than Liens in favor of Lender), or (b) Borrower ceases to own and Control, directly or indirectly, 100% of the Equity Interests of each Subsidiary (except pursuant to a transaction expressly permitted under this Agreement), in each case free and clear of all Liens (other than Liens in favor of Lender).

Closing Date has the meaning set forth in the preamble to this Agreement.

Collateral means any and all property owned, leased, or operated by a Loan Party covered by the Security Documents, including the iBio Property, and any and all other property of any Loan Party, now existing or hereafter acquired, that may at any time be, become or intended to be, subject to a security interest or Lien in favor of Lender and other Secured Parties, to secure the Obligations.

Collateral Agreement means a landlord waiver or subordination, bailee letter, or acknowledgement agreement of any lessor, warehouseman, processor, consignee, or other Person in possession of, having a Lien upon, or having rights or interests in the books, equipment, accounts, inventory, or other assets of any Loan Party, in each case, in favor of Lender with respect to the Collateral at such premises or otherwise in the custody, control or possession of such lessor, warehouseman, processor, consignee or other Person and in Proper Form.

Collateral Examination means audits, verifications and inspections of (a) the Collateral, (b) the accounting and financial processes and procedures of Borrower pertaining to the Collateral, and (c) the books, records and documents of Borrower pertaining to the Collateral, in each case conducted by a Person (who may be an employee of Lender or who may be an independent third party) reasonably satisfactory to Lender.

College Station means College Station Investors LLC, a Texas limited liability company.

Compliance Certificate means a certificate substantially in the form of Exhibit A signed by a Responsible Officer of Borrower and Parent Guarantor.

Control means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract, or otherwise, and the terms Controls, Controlling, and Controlled have meanings correlative thereto.

Debt means, for any Person and without duplication (a) Funded Debt, (b) all obligations of such Person evidenced by bonds, notes, debentures, or other similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding accounts payable incurred in the ordinary course of business and not past due for more than 60 days after the date such account payable was due), (e) all Debt of others secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the indebtedness secured thereby has been assumed, (f) all guarantees by such Person of Debt of others, (g) Capital Lease Obligations of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (h) in respect of any Synthetic Lease, the capitalized amount or principal amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease (regardless of whether accounted for as indebtedness under GAAP), (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit or letters of guarantee, (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (k) all obligations of such Person to in respect of Disqualified Equity Interests, (l) the net obligation of such Person under any Hedge Agreement, (m) all liabilities of such Person in respect of unfunded vested benefits under any ERISA Plan, (n) all obligations of such Person to repurchase accounts, chattel paper, or notes receivable sold by such Person, and (o) all other obligations required by GAAP to be classified upon such Person’s balance sheet as liabilities. The Debt of any Person shall include indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity.

Debtor Relief Laws means the Bankruptcy Code and all other applicable liquidation, conservatorship, bankruptcy, fraudulent transfer, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments, or similar debtor relief Laws of the U.S. or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

Default is defined in Section 11.

Default Rate means, when determined, an annual rate of interest equal to the lower of (a) the Maximum Rate, and (b) the interest rate specified in Section 3.3, plus two percent (2%).

Disposition means the sale, assignment, transfer, license, lease (as lessor), exchange, or other disposition of any asset by any Person (including any Sale and Leaseback Transaction), or the granting of any option or other right to do any of the foregoing.

Disqualified Equity Interests means any Equity Interests that, by their terms (or by the terms of any security or other Equity Interest into which they are convertible or for which they are exchangeable) or upon the happening of any event or condition, (a)  mature or are mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable), (b) are redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests) (except as a result of a Change of Control or Disposition so long as any rights of the holders thereof upon the occurrence of a Change of Control or Disposition event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable), in whole or in part, (c) provide for the scheduled payment of dividends in cash, or (d) are or become convertible into or exchangeable for Debt or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 91 days after the Maturity Date.

Distribution means (a) any dividend, distribution, or other payment (whether in cash, securities, or other property) in respect of the Equity Interests of a Person, (b) any redemption, purchase, retirement or other acquisition by a Person of any of its Equity Interests, including under any put option or call option, and/or (c) the establishment or funding of any reserve for any such distribution, dividend, payment, redemption, purchase, retirement, or acquisition, including any sinking fund or similar arrangement.

Dollar, Dollars and $ means currency of the U.S. which is at the time of payment legal tender for the payment of public and private debts in the U.S.

Eminent Domain Event means any Governmental Authority or any Person acting under, for, or on behalf of, a Governmental Authority institutes proceedings to condemn, seize or appropriate all or part of any asset of Borrower.

Eminent Domain Proceeds means all amounts received by Borrower as a result of any Eminent Domain Event.

Environmental Indemnity Agreement means the Environmental Indemnity Agreement by and among Borrower, Parent Guarantor and Lender, in Proper Form.

Environmental Law means any Law that relates to the pollution or protection of the environment, the regulation of releases of any materials into the environment, including Laws related to Hazardous Materials, air emissions and discharges to wastewater or publicly owned wastewater treatment systems, or to human health and safety.

Environmental Liability means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Loan Party directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment, or disposal of any Hazardous Material, (c) exposure to any Hazardous Material, (d) the release or threatened release of any Hazardous Material into the environment, or (e) any contract, agreement or other consensual arrangement pursuant to which liabilities are assumed or imposed for any of the foregoing.

Equity Interests means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated) of corporate stock, membership interests in a limited liability company, partnership interests (general or limited), beneficial interests in a trust or other equity ownership interests in a Person, or any warrants, options or other rights to acquire such interests or other ownership interests of such Person.

ERISA means the Employee Retirement Income Security Act of 1974, as amended, and its related rules, regulations, and published interpretations.

ERISA Affiliate means any trade or business (whether or not incorporated) that, together with Borrower, is treated as a single employer under Section 414(b) or (c) of the Tax Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Tax Code, is treated as a single employer under Section 414 of the Tax Code).

ERISA Event means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to an ERISA Plan (other than an event for which the 30-day notice period is waived); (b) the failure to satisfy the “minimum funding standard” (as defined in Section 412 of the Tax Code or Section 302 of ERISA), for any ERISA Plan whether or not waived; (c) the filing pursuant to Section 412(c) of the Tax Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any ERISA Plan; (d) the incurrence by Borrower or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any ERISA Plan; (e) the receipt by Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any ERISA Plan or Plans or to appoint a trustee to administer any ERISA Plan; (f) the incurrence by Borrower or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal of Borrower or any ERISA Affiliate from any ERISA Plan; or (g) the receipt by Borrower or any ERISA Affiliate of any notice, or the receipt by any ERISA Plan from Borrower or any ERISA Affiliate of any notice, concerning the imposition upon Borrower or any ERISA Affiliate of Withdrawal Liability or a determination that an ERISA Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

ERISA Plan means any employee pension benefit plan (other than a multiemployer plan) subject to the provisions of Title IV of ERISA or Section 412 of the Tax Code or Section 302 of ERISA, and in respect of which Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be (a) an “employer” as defined in Section 3(5) of ERISA, (b) a multiemployer plan as defined in Section 4001(a)(3) of ERISA, and (c) a pension, profit-sharing, or stock bonus plan intended to qualify under Section 401(a) of the Tax Code, maintained or contributed to by Borrower or any ERISA Affiliate, including any multiemployer plan within the meaning of Section 4001(a)(3) of ERISA.

Finance Code is defined in the definition of “Maximum Rate.”

Funded Debt means, when determined, for any Person (a) all obligations for borrowed money, whether or not evidenced by notes, bonds, debentures or similar instruments, (b) all Capital Lease Obligations, and (c) all liabilities related to letters of credit.

GAAP means generally accepted accounting principles in the U.S. set out in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and the Financial Accounting Standards Board as in effect from time to time.

Governmental Authority means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of, or pertaining to, government.

Ground Lease means that certain Ground Lease dated March 8, 2010, between Landlord, as landlord, and Borrower, as successor in interest to College Station after giving effect to the Assignment of Ground Lease, executed by College Station and Borrower, as tenant, as amended by the Estoppel Certificate and Amendment to Ground Lease Agreement between Landlord and College Station dated December 22, 2015, as amended by the Assignment of Ground Lease, as confirmed by the Estoppel Certificate executed by Landlord dated on or about the Closing Date, and as otherwise further amended, extended, renewed, restated, supplemented or modified from time to time in accordance with the terms thereof and hereof together and collectively, the “Ground Lease”), related to the iBio Property.

Guarantor means (a) Parent Guarantor, (b) any now-existing or hereafter acquired or created Subsidiary of Borrower and (c) each other Person executing from time to time a Guaranty to directly or indirectly guarantee the Obligations.

Guaranty means a guarantee of the Obligations under a guaranty agreement in Proper Form, including the Parent Guaranty Agreement.

Hazardous Material means (a) any explosive or radioactive substance or waste, all hazardous or toxic substances, waste, or other pollutants, and any other substance the presence of which requires removal, remediation or investigation under any applicable Environmental Law, (b) any substance that is defined or classified as a hazardous waste, hazardous material, pollutant, contaminant, or toxic or Hazardous Material under any applicable Environmental Law, or (c) petroleum, petroleum distillates, petroleum products, oil, polychlorinated biphenyls, radon gas, infectious medical wastes, and asbestos or asbestos-containing materials.

Hedge Agreement means a Hedge Transaction which is (a) (i) documented on a form of master agreement and schedule thereto, and one or more confirmations, in each case, published by the International Swaps and Derivatives Association, Inc., or any International Foreign Exchange Master Agreement, or (ii) is documented in some other reasonable and customary manner, and (b) is entered into for hedging purposes (rather than speculative purposes).

Hedge Transaction means any (and all) rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, future contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, total return swap, credit spread transaction, repurchase transaction, reserve purchase transaction, securities lending transaction, weather index transaction, spot contracts, fixed-price physical delivery contracts, whether or not exchange traded, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing) whether or not such transaction is governed by and subject to any master agreement.

iBio Property means any and all of Borrower’s rights and interests in and to the Ground Lease, together with all of Borrower’s right, title and interest in and to all real property, improvements and fixtures related thereto, located at 8800 HSC Parkway, Bryan, Texas 77807, and all rights, privileges and appurtenances pertaining thereto, including all rights, easements, privileges, appurtenances and privileges belonging or appertaining thereto.

Insurance Proceeds means all cash and non-cash proceeds in respect of any insurance policy maintained by Borrower under the terms of this Agreement.

JPM means JPMorgan Chase Bank, N.A., a national banking association.

Landlord means The Board of Regents of the Texas A&M University System, an agency of the State of Texas.

Laws means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority (whether or not such orders, requests, licenses, authorizations, permits or agreements have the force of law), including all Environmental Laws.

Lender’s Office means Lender’s address and, as appropriate, account (or accounts) set out on Schedule 1, or such other address or account as Lender may from time to time notify Borrower.

Letter of Credit means that certain standby letter of credit dated on or about the Closing Date by and among JPM, as issuing bank, Borrower, as applicant, and Lender, as beneficiary, in Proper Form, subject to the International Standby Practices, ICC Publication No. 590 (the “ISP98”), as amended, restated, supplemented, or otherwise modified from time to time.

Lien means any lien (including statutory liens), mortgage, security interest, financing statement, collateral assignment, pledge, negative pledge assignment, charge, encumbrance, hypothecation, deposit arrangement, preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, the interest of a lessor under a capital lease and any synthetic or any financing lease having substantially the same economic effect as any of the foregoing), or encumbrance of any kind, and any other right of or arrangement with any creditor (whether based on common law, constitutional provision, statute or contract) to have its claim satisfied out of any property or assets, or their proceeds, before the claims of the general creditors of the owner of the property or assets.

Litigation means any action by or before any Governmental Authority, arbitrator, or arbitration panel.

Loan Documents means (a) this Agreement, all certificates and requests delivered under this Agreement, and all exhibits and schedules to this Agreement, (b) the Term Note, (c) all Guaranties, (d) the Security Documents, (e) the Collateral Agreement the Environmental Indemnity Agreement, (f) all other agreements, documents, and instruments in favor of Lender delivered in connection with or under this Agreement (other than Cash Management Agreements), and (g) all renewals, extensions, amendments, modifications, supplements, restatements, and replacements of, or substitutions for, any of the foregoing, each in Proper Form.

Loan Parties means, collectively, Borrower and each Guarantor, any other Person who becomes a party to this Agreement or any other Loan Document as an obligor of the Obligations and their respective successors and assigns, and the term Loan Party means any one of them or all of them individually, as the context may require. Notwithstanding the foregoing, any reference in this Agreement or in any other Loan Document to Loan Parties or Loan Party shall be deemed to not include a reference to Parent Guarantor.

Material Adverse Effect means (a) the impairment of the ability of Borrower or any Guarantor to perform any of its payment or other material obligations under any Loan Document to which it is a party, as determined in the sole discretion of Lender, (b) the impairment of the ability of Lender to enforce Borrower’s or any Guarantor’s material obligations, or Lender’s rights, under any Loan Document to which it is a party, (c) a material adverse effect upon the legality, validity, binding effect or enforceability against Borrower or any Guarantor of any Loan Document to which it is a party, and (d) any act, omission or undertaking which would, singly or in the aggregate, have a material and adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) or business prospects of Borrower or any Guarantor. Further to the foregoing, any cancellation, rejection, rescission, termination of or material default under or breach of the Ground Lease shall constitute a Material Adverse Effect.

Material Adverse Event means any circumstance or event that, individually or collectively with other circumstances or events, could reasonably be expected to have a Material Adverse Effect.

Material Agreement means, for any Person, any agreement to which that Person is a party, by which that Person is bound, or to which any assets of that Person may be subject, and that is not cancelable by that Person upon 30 or fewer days’ notice without liability for further payment other than a nominal penalty, and that requires that Person to pay more than $325,000 in the aggregate during each year during the term of such agreement.

Maturity Date means the earlier of (a) November 1, 2023, or (b) the acceleration of maturity of the Term Loan in accordance with Section 12 of this Agreement.

Maximum Rate means the maximum non-usurious rate of interest that Lender is permitted to contract for, charge, take, reserve or receive on the Obligations under applicable Law including, without limitation, Chapter 303 of the Texas Finance Code (the “Finance Code”). To the extent that Chapter 303 of the Finance Code is relevant to Lender for purposes of determining the Maximum Rate, Lender may elect to determine the Maximum Rate under the Finance Code pursuant to the “weekly ceiling” from time to time in effect, as referred to in Chapter 303 of the Finance Code; subject, however, to any right Lender subsequently may have under applicable Law to change the method of determining the Maximum Rate.

Moody’s means Moody’s Investors Service, Inc. and any successor thereto.

Mortgage means each deed of trust or mortgage, as applicable, in Proper Form, from Borrower or any Subsidiary, as mortgagor, to the trustee named therein or to Lender, as applicable.

Multiemployer Plan means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

Net Proceeds means (a) with respect to any Disposition of any asset by any Person, the aggregate amount of cash and non-cash proceeds from such Disposition received by, or paid to or for the account of, such Person, net of customary and reasonable out-of-pocket costs, fees, and expenses, (b) with respect to the issuance of equity securities, debt securities, subordinated debt, or similar instruments, or the incurrence of Debt, the cash and non-cash proceeds received from such issuance or incurrence, net of attorneys’ fees, investment banking fees, accountants fees, underwriting discounts and commissions and other customary fees and expenses actually incurred in connection with such issuance, (c) with respect to Insurance Proceeds, all cash proceeds received by Borrower or Lender from an insurer under any insurance policy maintained by Borrower, and (d) with respect to Eminent Domain Proceeds, all cash proceeds received by Borrower from any Governmental Authority net of attorney’s fees and other customary and reasonable out-of-pocket costs, fees, and expenses. Non-cash proceeds include any proceeds received by way of deferred payment of principal pursuant to a note, installment receivable, purchase price adjustment receivable, or otherwise, but only as and when received.

Obligations means the collective reference to:

(a)            all present and future Debt, liabilities and obligations (including the Term Loan and indemnity obligations), whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, and all renewals, increases and extensions thereof, or any part thereof, now or in the future owed to Lender by any Loan Party or Parent Guarantor under this Agreement or any of the other Loan Documents, together with all interest accruing thereon, documented reasonable out-of-pocket fees, costs and expenses payable under the Loan Documents or in connection with the enforcement of rights under the Loan Documents, including (i) documented reasonable out-of-pocket fees and expenses under this Agreement and (ii) interest and fees that accrue after the commencement of any proceeding under any Debtor Relief Law naming any Loan Party, Parent Guarantor or any Affiliate thereof as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding; and

(b)            all Cash Management Liabilities.

Organizational Documents means, for any Person, (a) the articles of incorporation or certificate of formation and bylaws of such Person if such Person is a corporation, (b) the articles of organization or certificate of formation and regulations or limited liability company agreement (or other similar governing document) of such Person if such Person is a limited liability company, (c) the certificate of limited partnership or certificate of formation and the limited partnership agreement of such Person if such Person is a limited partnership, or (d) the documents under which such Person was created and is governed if such person is not a corporation, limited liability company or limited partnership.

Parent Guarantor means iBio, Inc., a Delaware corporation.

Parent Guaranty Agreement means that certain Guaranty dated as of the Closing Date executed and delivered by Parent Guarantor in favor of Lender.

Participant is defined in Section 13.9.

Patriot Act is defined in Section 13.12.

PBGC means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

Permitted Debt means (a) the Obligations, (b) accounts payable in the ordinary course of business which are not past due more than 60 days from invoice date, (c) Cash Management Liabilities owed to Lender and its Affiliates, (d) liabilities owed to any other lender or financial institution party to a Cash Management Agreement or similar agreement relating to Cash Management Products and Services in an aggregate amount not to exceed $250,000 at any time, (e) Debt arising from the endorsement of instruments for collection in the ordinary course of business, (f) any financed portion of the premium for Borrower’s insurance policies, provided that, such financed portion is paid within the required due dates; (g) Debt existing on the Closing Date and described on Schedule 9.1 and (h) guarantees of any of the foregoing.

Permitted Discretion means a determination made in the exercise of reasonable business judgment (from the perspective of a secured lender).

Permitted Investments means (a) marketable obligations backed by the full faith and credit of the U.S. (and investments in mutual funds investing primarily in those obligations), (b) certificates of deposit or banker’s acceptances that are fully insured by the Federal Deposit Insurance Corporation or are issued by commercial banks having combined capital, surplus, and undivided profits of not less than $250,000,000 (as shown on its most recently published statement of condition), (c) cash or cash equivalents, (d) non-cash proceeds from Dispositions permitted under Section 9.4, (e) investments by Borrower in its wholly-owned Subsidiaries which are Loan Parties, and (f) to the extent constituting Investments, transactions permitted under Sections 9.3(a), (b), or (c).

Permitted Liens means (a) Liens securing the Obligations or made pursuant to any Loan Document, (b) Liens existing on the Closing Date and described on Schedule 9.2, (c) easements, rights-of-way, encumbrances and other restrictions on the use of real property which do not materially impair the use thereof, (d) Liens for Taxes; provided that, (i) no amounts are due and payable and no Lien has been filed or agreed to, or (ii) the validity or amount thereof is being contested in good faith by lawful proceedings diligently conducted, and reserves (or other provision required under GAAP) have been established in accordance with GAAP, (e) judgments and attachments permitted by Section 11.4, (f) rights of offset or statutory banker’s Liens arising in the ordinary course of business in favor of commercial banks; provided that, any such Lien shall only extend to deposits and property in possession of such commercial bank and its Affiliates, (g) Liens (other than for Taxes) imposed by operation of law (including Liens of mechanics, materialmen, warehousemen, carriers and landlords and similar Liens); provided that, (i) the validity or amount thereof is being contested in good faith by lawful proceedings diligently conducted, (ii) reserves (or other provision required under GAAP) have been established in accordance with GAAP, and (iii) within 60 days after the entry thereof, levy and execution thereon have been (and continue to be) stayed or payment thereof is covered in full by insurance (subject to the customary deductible), (h) to the extent constituting Liens, the Ground Lease, and (i) Liens granted in the ordinary course of business in the unearned portion of insurance premiums securing the financing of insurance premiums to the extent the financing is permitted under clause (e) of the definition of Permitted Debt.

Person means any natural person, partnership, limited partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, syndicate, Governmental Authority or other entity or organization.

Potential Default means the occurrence of any event or the existence of any circumstance that would, with the giving of notice or lapse of time or both, be reasonably expected to become a Default.

Proper Form means in form and substance reasonably satisfactory to Lender and its legal counsel.

PSA means that certain Purchase and Sale Agreement dated on or about the Closing Date by and among Seller, as seller, iBio, Inc. and Borrower, as purchaser, regarding the iBio Property, as amended and supplemented from time to time.

PSA Documents means the PSA together with any other document, agreement, conveyance, assignment or contract entered into in connection therewith.

Qualified Equity Interests means any Equity Interests that are not Disqualified Equity Interests.

Representatives of any Person means representatives, officers, directors, employees, consultants, contractors, attorneys, agents and any other Person authorized by such Person’s Board of Directors to act on behalf of such Person.

Responsible Officer means the president, chief executive officer, chief financial officer, or chief operating officer of any Loan Party or of Parent Guarantor.

Restricted Payment means (a) any Distribution, (b) any amount paid by Borrower or any of its Subsidiaries in repayment, redemption, retirement, repurchase, direct or indirect, of any Subordinated Debt, (c) any payment by Borrower or any of its Subsidiaries of any management fees, consulting fees, or other similar fees to any officer, director, or Affiliate of Borrower, unless such payment is made pursuant to a management agreement, consulting agreement or similar agreement entered into prior to the Closing Date, in each case as set forth on Schedule 9.5, and any such payments are made in the ordinary course of business, (d) any voluntary or mandatory prepayment of principal of any Subordinated Debt, and (e) any increase in the payment of director fees and expense reimbursements paid to directors and board observers that is in excess of the amounts paid immediately prior to the Closing Date; provided, that, for the avoidance of doubt, regular payments of director fees and expense reimbursements paid to directors and board observers that are consistent in amount and frequency with past practice in the ordinary course of business shall be permitted.

Restrictive Agreement means any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Borrower to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests or to make or repay loans or advances to Borrower or any other Subsidiary or to guarantee Debt of Borrower or any other Subsidiary; provided that the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

S&P means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.

Sale and Leaseback Transaction means any arrangement with any Person providing for the leasing by Borrower of any property (except for temporary leases for a term, including any renewal thereof, of not more than one year), which property has been or is to be sold or transferred by Borrower to such Person.

Sanctioned Country means, at any time, a country or territory which is itself the subject or target of any Sanctions.

Sanctioned Person means, at any time, (a) any Person listed in any Sanction-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or by the United Nations Security Council, the European Union or any European Union member state, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b).

Sanctions means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, any European Union member state or Her Majesty’s Treasury of the United Kingdom.

Secured Party means each of, and Secured Parties means all of, Lender and any Affiliate of Lender (including in their capacities as a Cash Management Provider).

Security Agreement means each Security Agreement in Proper Form executed by Borrower or any Subsidiary, as debtor, and by Lender, as secured party, granting Lender a Lien on, and security interest in, among other things, Borrower’s or such Subsidiary’s personal property assets.

Security Documents means all Security Agreements, Mortgages, and all other documents executed in connection therewith to create or perfect a Lien on any Collateral.

Seller means each, and collectively, College Station and Bryan Capital.

Subordinated Debt means Debt which is contractually subordinated in right of payment, collection, enforcement and lien rights to the prior payment in full of the Obligations on terms satisfactory to Lender.

Subsidiary of a Person (the “parent”) means, when determined, (a) any Person the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, (b) any other corporation, limited liability company, association or other business entity of which securities or other ownership interests representing more than 50% of the voting power of all Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Board of Directors thereof are, as of such date, owned, Controlled or held by the parent and/or one or more subsidiaries of the parent, (c) any partnership (i) the sole general partner or the managing general partner of which is the parent and/or one or more subsidiaries of the parent or (ii) the only general partners of which are the parent and/or one or more subsidiaries of the parent, and (d) any other Person that is otherwise Controlled by the parent and/or one or more subsidiaries of the parent. Unless the context requires otherwise, all references in this Agreement or the Loan Documents to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or to Subsidiaries of Borrower.

Synthetic Lease means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an operating lease in accordance with GAAP.

Tax Code means the Internal Revenue Code of 1986, as amended, and related rules, regulations and published interpretations.

Tax Distributions means cash Distributions under clause (b) of the defined term Tax Payments.

Tax Liability Amount means, when determined, with respect to a Person taxed as a partnership, S corporation, or disregarded entity for U.S. federal income tax purposes, the excess (if any) of (a) the product of (i) the net amount of cumulative taxable income and gain (net of losses and deductions, and in all cases excluding allocations under Section 704(c) of the Code) currently and previously allocated to such Person’s owners (or the owners’ predecessors-in-interest) in accordance with the Person’s Organizational Documents since the inception of the Person through the end of the applicable period, and (ii) the combined (A) maximum prevailing U.S. federal income tax rate applicable to individuals and (B) if any owners of such Person are subject to state or local income tax on the amounts determined under clause “(i)” for or with respect to the applicable period, the highest state and local income tax rates applicable to such owners with respect to such amounts for or with respect to such applicable period (taking into account for purposes of this clause (ii) the deductibility of state and local taxes for U.S. federal income tax purposes and the character of income and loss allocated as it effects the applicable tax rate), over (b) the cumulative amount of Distributions by such Person to its owners (or the owners’ predecessors-in-interest) since the inception of the Person through the end of the applicable period.

Tax Payments means, when determined for any period, the sum of (a) for any Person, the Federal, state, and/or local income tax paid in cash by such Person during the applicable period, based on or with respect to income reported or estimated to be reported on a tax return that is or will be filed with the appropriate Governmental Authority for or including such period or a prior period, plus (b) for a Person taxed as a partnership, S corporation, or disregarded entity for U.S. federal income tax purposes, the amount of cash Distributions made by such Person to its owners during the applicable period in an amount not to exceed the Tax Liability Amount for such period.

Taxes means, for any Person, all present and future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority upon that Person, its income, or any of its properties, franchises or assets (including any applicable interest, additions to tax, or penalties).

Term Loan is defined in Section 2.1.

Term Loan Amount means $22,375,000.

Term Note means a promissory note executed by Borrower and made payable to Lender in the original principal amount of the Term Loan Amount, together with all renewals, extensions, modifications, amendments, supplements, restatements and replacements of, or substitutions for, each such promissory note.

Term Principal Amount means, when determined, the outstanding principal balance of the Term Note.

Termination Date means the date that all Obligations (other than contingent Obligations with respect to indemnity and reimbursement of expenses as to which no claim has been made as of the time of determination) have been paid in full in cash.

U.S. means United States of America.

UCC means the Uniform Commercial Code, as adopted in each applicable jurisdiction and as amended from time to time.

1.2            Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified in this Agreement or in such other Loan Document:

(a)            terms defined in the UCC in effect on the Closing Date and not otherwise defined in this Agreement shall, unless the context otherwise indicates, have the meanings provided by those definitions (subject to the foregoing, the term “UCC” refers, as of any date of determination, to the UCC then in effect);

(b)            the definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined, and whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms, and any reference in this Agreement to any Person shall be construed to include such Person’s successors and assigns;

(c)            the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, the words “herein”, “hereof” and “under this Agreement”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, and all references in this Agreement to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement;

(d)            the word “will” shall be construed to have the same meaning and effect as the word “shall”, the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, the word “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form;

(e)            in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including”;

(f)            any conflict or ambiguity between this Agreement and any other Loan Document is controlled by the terms and provisions of this Agreement;

(g)            Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears, unless otherwise indicated; and

(h)            section headings in this Agreement and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

1.3            Accounting Terms.

(a)            All accounting terms not specifically or completely defined in this Agreement shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, with all accounting principles being consistently applied from period to period and on a basis consistent with the most recent audited consolidated financial statements of Borrower.

(b)            While Borrower has any Subsidiaries, all accounting and financial terms and financial calculations (including the calculation of all financial covenants, ratios, and related definitions) in respect of Borrower are on a consolidated and consolidating basis, unless otherwise indicated.

(c)            If at any time any change in GAAP would affect the computation of any financial ratio or requirement set out in any Loan Document, and Borrower or Lender shall so request, Lender and Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of Lender); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP as in effect prior to such change and (ii) Borrower shall provide to Lender financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding any changes in GAAP after the Closing Date (including the future phase-in of the effectiveness of any amendments to GAAP that have been adopted as of the Closing Date) that would require lease obligations that were treated as operating leases under GAAP as in effect on the Closing Date to be classified and accounted for as capital lease obligations or otherwise reflected as Debt on Borrower’s balance sheet, such lease obligations shall continue to be treated as operating leases (and not capital lease obligations or other Debt) for all purposes under this Agreement other than the delivery or preparation of financial statements.

1.4            References to Documents. Unless otherwise expressly provided in this Agreement, (a) references to Organizational Documents or to contractual agreements (including this Agreement and the Loan Documents) shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

1.5            Time. Unless otherwise indicated, all time references (e.g., 11:00 a.m.) are to Central time (daylight or standard, as applicable).

SECTION 2           TERM LOAN.

2.1            Term Loan. Subject to the terms and conditions of this Agreement, Lender hereby agrees to make a term loan to Borrower in an amount equal to the Term Loan Amount in a single advance on the Closing Date, which, when paid or prepaid, may not be re-borrowed (the “Term Loan”). After making the Term Loan on the Closing Date, Lender shall have no further obligations to extend further credit to Borrower hereunder.

2.2            Loan Procedure.

(a)            Subject to compliance with Section 5, Borrower hereby requests the Term Loan be advanced by Lender to Borrower on the Closing Date. The execution and delivery of this Agreement by Borrower and Lender will constitute the request by Borrower for advance of the Term Loan and the agreement by Lender to make the Term Loan on the Closing Date.

(b)            The Term Loan will be disbursed pursuant to written instructions by Borrower which have been accepted and approved by Lender or otherwise deposited by Lender into an account of Borrower pursuant to written instructions by Borrower which have been accepted and approved by Lender.

2.3            Voluntary Prepayment.

(a)            Borrower may voluntarily prepay all or any part of the Term Principal Amount at any time, and each such voluntary prepayment is subject to the following conditions:

(i)            Lender must receive Borrower’s written or telephonic prepayment notice by 10:00 a.m. on the prepayment date;

(ii)            The prepayment notice shall (A) specify the prepayment date, (B) specify the amount of the Term Loan to be prepaid, and (C) constitute an irrevocable and binding obligation of Borrower to make a prepayment in such amount on the designated prepayment date;

(iii)            each partial prepayment must be in a minimum amount of not less than (A) $50,000 or a greater integral multiple of $10,000 or (B) if less than the requested minimum amount, the outstanding balance of the Term Principal Amount; and

(iv)            all accrued and unpaid interest on the portion of the Term Principal Amount being prepaid must also be paid in full on the prepayment date and each partial prepayment shall be applied to the scheduled principal payments in the inverse order of their maturity;

(b)            Notwithstanding the foregoing, pursuant to Landlord’s election to do so pursuant to Section 10.10 of the Leasehold Deed of Trust, Assignment of Leases and Rents, Security Agreement and UCC Financing Statement for Fixture Filing dated as of the Closing Date (as amended, restated, supplemented or otherwise modified from time to time) executed by Borrower, as grantor, to the trustee named therein for the benefit of Lender, Landlord may voluntarily prepay all of the Term Principal Amount in full, together with all accrued and unpaid interest in respect thereof, at any time.

(c)            All prepayments under this Section 2.3 shall be without premium or penalty.

2.4            Mandatory Prepayment.

(a)            On any date after the Closing Date such amounts are received by, or for the account of, Borrower, the following amounts shall be paid to Lender in the form received with any endorsement or assignment: (i) 100% of the Net Proceeds from the issuance of any Debt (other than Permitted Debt); (ii) 100% of the proceeds from any Insurance Proceeds in respect of any casualty event affecting Collateral; provided that, subject to the draw and disbursement requirements below, so long as there is not then any Potential Default or Default under the Loan Documents, Borrower shall be permitted to use applicable Insurance Proceeds to purchase like kind replacement Collateral or repair any such Collateral affected by such casualty event of the same or substantially similar quality so that such Collateral is usable to the same extent as it was usable before suffering such casualty event, and such proceeds are used or committed to be used for such purchase or repair of such Collateral within ninety (90) days after the date such proceeds are received; provided, however, that in the event that the amount of any such Insurance Proceeds in respect of any such casualty event available for any such purchase or repair exceeds $2,500,000, such Insurance Proceeds shall be held by Lender and thereafter be provided to Borrower pursuant to draw and disbursement procedures reasonably agreed to by Lender and Borrower following customary practices in the real estate lending market in the State of Texas; (iii) 100% of all Eminent Domain Proceeds in respect of any Eminent Domain Event affecting Collateral; and (iv)100% of the Net Proceeds from the Disposition of any Collateral (other than proceeds of a Disposition permitted by Section 9.4). The non-cash portion of all Net Proceeds that Lender is entitled to receive under this Section 2.4(a), shall be pledged to Lender concurrently with the applicable Disposition.

(b)            All prepayments under Section 2.4(a) shall be applied to prepay the outstanding Obligations in the order and manner elected by Lender.

(c)            Borrower shall provide written notice to Lender of, promptly after Borrower receives notice of or otherwise becomes aware of, any matters regarding any casualty event affecting the Collateral and the receipt or expected receipt of Insurance Proceeds related thereto set forth in Section 2.4(a)(ii) above and shall provide a detailed written account as to the cause of such casualty event, the damage resulting therefrom, the repairs or replacements that will need to be made in respect thereof, the expected time periods with respect thereto, the costs and expenses related thereto, together with such other details and disclosures requested by Lender with respect thereto.

(d)            All prepayments under this Section 2.4 shall be without premium or penalty.

SECTION 3          TERMS OF PAYMENT.

3.1            Notes and General Payment Terms.

(a)            The Term Loan shall be evidenced by the Term Note.

(b)            Borrower must make each payment on the Obligations, without offset, counterclaim or deduction, to Lender’s Office in funds that will be available for immediate use by Lender by 12:00 noon on the day due. Payments received after such time (and payments received on a day which is not a Business Day) will be deemed received on the next Business Day but interest shall continue to accrue during such period.

(c)            If any payment or prepayment to be made by Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

3.2            Term Loan Payments.

(a)            Payments of accrued and unpaid interest on the Term Principal Amount are due and payable on the fifth (5th) day of each month, beginning November 5, 2021, and continuing thereafter until the Maturity Date.

(b)            The outstanding Term Principal Amount, and all accrued and unpaid interest thereon, is due and payable in full on the Maturity Date.

3.3            Interest. The Term Loan shall accrue interest at a fixed rate per annum equal to 3.25%.

3.4            Default Rate or Increased Rate.

(a)            To the extent permitted by Law, while a Default exists, the Obligations shall accrue interest at an annual rate equal to the lesser of (a) the Default Rate and (b) the Maximum Rate, until all past due amounts are paid (whether payment is made before or after entry of a judgment or the Default is otherwise cured or waived). During the existence of a Default, interest payable at the Default Rate shall be payable from time to time on written demand from Lender to Borrower.

(b)            An increase/change in the interest rate in effect under this Agreement will result in an increase/change in the amount of each payment scheduled after the date of the increase. Neither the failure by Lender to exercise, nor delay by Lender in exercising, the right to increase the interest rate in effect under this Agreement according to this Section 3.4 shall be construed as a waiver of the right to exercise such right at any time.

3.5            Interest Calculations. Interest on the Term Loan and all fees and other amounts due under the Loan Documents will be calculated on the basis of actual number of days elapsed (including the first day but excluding the last day), but computed as if each calendar year consisted of 360 days (unless computation would result in an interest rate in excess of the Maximum Rate, in which event the computation is made on the basis of a year of 365 or 366 days, as the case may be). All interest rate determinations and calculations by Lender are conclusive and binding, absent manifest error.

3.6            Order of Application.

(a)            All payments and prepayments shall be applied as specified in this Agreement.

(b)            All monies received by Lender from the exercise of remedies under this Agreement or the Loan Documents shall be applied in the order and manner elected by Lender in its sole discretion.

(c)            If the application of any other payment is not specified in this Agreement, then it shall be applied in the following order: (i) first, to all fees, expenses, late charges, collection costs, and other charges, costs and expenses for which Lender has not been paid or reimbursed under the Loan Documents; (ii) second, accrued and unpaid interest on the Term Principal Amount; (iii) third, to the remaining Term Principal Amount in the order Lender elects; (iv) fourth, to the Cash Management Liabilities, and (v) fifth, to the remaining Obligations in the order and manner Lender deems appropriate in its sole discretion.

3.7            Maximum Rate. The parties agree that the total amount of interest contracted for, charged, collected or received by Lender under this Agreement shall not exceed the Maximum Rate. Notwithstanding any contrary provisions contained herein, (a) the Maximum Rate shall be calculated on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, (b) in determining whether the interest hereunder exceeds interest at the Maximum Rate, the total amount of interest shall be spread throughout the entire term of this Agreement until its payment in full, (c) if at any time the interest rate chargeable under this Agreement would exceed the Maximum Rate, thereby causing the interest payable under this Agreement to be limited to the Maximum Rate, then any subsequent reductions in the interest rate shall not reduce the rate of interest charged under this Agreement below the Maximum Rate until the total amount of interest accrued from and after the date of this Agreement equals the amount of interest which would have accrued if the interest rates had at all times been in effect, and (d) if Lender ever charges or receives anything of value which is deemed to be interest under applicable Law, and if the occurrence of any event, including acceleration of maturity of obligations owing to Lender, should cause such interest to exceed the Maximum Rate, any amount which exceeds interest at the Maximum Rate shall be applied to the reduction of the unpaid Term Principal Amount under this Agreement (or any other indebtedness owed to Lender by Borrower), and if this Agreement and such other indebtedness are paid in full, any remaining excess shall be paid to Borrower. Chapter 346 of the Finance Code shall not be applicable to this Agreement or the indebtedness outstanding hereunder.

3.8            Set off. While a Default exists, Lender (and each of its Affiliates) is hereby authorized at any time and from time to time, to the fullest extent permitted by Law, to set off and apply (a) any and all deposits (general or special, time or demand, provisional or final) at any time held by Lender (or its Affiliates), and (b) any other Debt at any time owing by Lender (or any of its Affiliates) to or for the credit or the account of Borrower, against the Obligations even if Lender has not made demand under this Agreement and the Obligations are unmatured. Borrower agrees that any other Person purchasing a participation from Lender may exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Person were the direct creditor of Borrower in the amount of such participation. Lender agrees to promptly notify Borrower after any such set off and application is made; provided that, the failure to give such notice shall not affect the validity of such set off and application. The rights of Lender under this Section 3.8 are in addition to other rights and remedies (including other rights of set off) that Lender may have.

3.9            Increased Cost and Reduced Return.

(a)            If any Change in Law:

(i)            shall subject Lender to any tax, duty, or other charge with respect to the Term Loan or its obligation to make the Term Loan on the Closing Date, or change the basis of taxation of any amounts payable to it under this Agreement in respect of the Term Loan (other than Taxes imposed on its overall net income by the jurisdiction in which Lender has its principal office);

(ii)            shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, Lender; or

(iii)            shall impose on Lender or on the U.S. market for certificates of deposit or the London interbank market any other condition affecting this Agreement or the Term Loan, liabilities or commitments under this Agreement;

and the result of any of the foregoing is to increase the cost to Lender of making or maintaining any Loans or to reduce any sum received or receivable by Lender under this Agreement with respect to any Loans, then Borrower shall pay to Lender on demand such amount or amounts as will compensate Lender for such increased cost or reduction.

(b)            If any Change in Law has or would have the effect of reducing the rate of return on the capital of Lender or any Person controlling Lender as a consequence of its obligations under this Agreement to a level below that which Lender or such Person could have achieved but for such Change in Law, then from time to time upon demand, Borrower shall pay to Lender such additional amount or amounts as will compensate Lender or such Person for such reduction.

(c)            If Lender claims compensation under this Section 3.9, Lender shall furnish to Borrower a statement setting out the additional amount or amounts to be paid to it hereunder, which shall be conclusive in the absence of manifest error.

SECTION 4           FEES AND LATE PAYMENTS.

4.1            Treatment of Fees. To the extent permitted by Law and subject to Section 3.7, the fees described in this Section 4 (a) do not constitute compensation for the use, detention, or forbearance of money, (b) are in addition to, and not in lieu of, interest and expenses otherwise described in this Agreement or in any other Loan Document, (c) are payable in accordance with Section 3.1, (d) are non-refundable, (e) are earned fully when paid and will not be subject to refund, except as required by Law, and (f) if not paid when due, accrue interest at the Default Rate.

4.2            Late Payment Fee. If any payment required under this Agreement or any other Loan Document (other than payment in full which is required at maturity) is not paid within ten (10) days after such payment is due, then Borrower shall pay a late charge equal to the lesser of (a) 5.00% of the amount of the delinquent payment, and (b) the maximum charge permitted under Texas law. This charge shall be payable on demand by Lender and shall be used by Lender to defray Lender’s documented reasonable out-of-pocket expenses incident to handing such delinquent payment. This late charge is in addition to, and not in lieu of, any other remedy Lender may have and to any fees and charges of any agents and attorneys which Lender may employ upon the occurrence of a Default. The ten (10) day period referenced above shall not be construed as in any way extending the due date of any payment and a Default shall exist if there is a failure to pay in full any amount when due under this Agreement.