ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT ("Agreement"), is made and entered into as of this day of April,

2012, by and between JRV Consulting, Inc., on behalf of an entity to be formed ("Buyer"), the City of Taylor ("Seller"), the Tax Increment Finance Authority of the City of Taylor, and the City of Taylor Building Authority, (collectively where appropriate the Sellers) WITNESSETH: WHEREAS, Sellers either own or have an interest in or financed the construction of certain assets as hereinafter defined (collectively Assets), including both developed and undeveloped real estate (collectively Real Estate), related to the business operation commonly known as the Taylor Sportsplex (Business). WHEREAS, Buyer is currently managing/leasing the Business and is desirous of acquiring the Business and the Real Estate with the intent, under its development plan (Development Plan), of enhancing its operations and profitability for the benefit of itself and the Seller; WHEREAS, Buyer, pursuant to the Development Plan, intends on purchasing certain parcels of the Real Estate from Seller with the intent of building a hotel, with one or more other parties as joint venturers, with the intent of enhancing Business to users outside of the Metropolitan Detroit Area. NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer do hereby represent, warrant, covenant and agree as follows: ARTICLE I TERMS OF THE TRANSACTION 1.1 Sale and Purchase of the Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing Seller shall sell, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller's title and interest in and to the following assets and properties: (a) The buildings, structures, facilities, fixtures and improvements on the Real estate; (b) All inventory and supplies located at the Business (Inventory); (c) All fixed assets, machinery, equipment, furniture, office equipment, telephone systems, computer systems, used or held for use by Seller at the Business, including all tools, supplies and spare parts;

(d) The intellectual property presently used or that has been used with respect to the Business (including without limitation, business names, business telephones, business telephone and fax number, facsimile, and email addresses of the Seller, software used or useful to the Seller, websites and all technology used or useful to the Seller, including patents know-how and trade secrets; (e) The leasehold interests of Seller as lessee of personal property used in or useful to the Business; (f) Rights under contracts relating to the Business; (g) Customer lists, files and other business records of the Business; (h) All insurance policies and performance bonds covering the Assets and any rights and claims arising from such bonds or policies; (i) Accounts receivable; and; (j) Seller's Business as a going concern, including the name Taylor Sportsplex and any derivations thereof, and any logos. All of the assets, properties, rights and interests being transferred by Seller to Buyer pursuant to this Agreement are collectively called the "Assets". 1.2 Sale and Purchase of the Real Estate. Upon the terms and subject to the conditions of this Agreement, at the Closing Seller shall sell, assign, transfer and deliver to Buyer, or Buyers assignee, and Buyer, or its assignee, shall purchase and acquire from Seller all of Sellers title and interest in and to the Real Estate as more fully described in Schedule 1.2, together with all of the buildings, structures, improvements and fixtures erected or located on or attached to the Real Estate. 1.3 Excluded Assets. Seller and Buyer expressly understand and agree that there shall be excluded from the Assets to be transferred to Buyer all the assets listed on Schedule 1.3. While Sellers personnel records, operating records, payroll records, correspondence, books, financial records, files, minute books and stock records are listed on Schedule 1.3 as excluded assets, Seller agrees to grant Buyer, or its representatives, access to such records upon request for a period of 6 years from the Closing Date. Buyer agrees that title to the assets which constitute the current Hall of Fame exhibit (Exhibit) at the Business location shall not transfer to Buyer. Buyer agrees to maintain the Exhibit in its current form and location and permit Sellers access upon reasonable notice to hold (Induction Ceremonies) for additional members to the Exhibit at no cost and the placement of additional plaques. Buyer may charge for any related food services provided to attendees. In the event Buyers use of the Assets and the Real Estate change such that maintaining the Exhibit is inconsistent with that use, Buyer shall give Seller ninety (90) days written notice to remove the Exhibit. Seller shall maintain appropriate insurance on the assets of the Exhibit covering all risks of loss. 2

1.4 Closing and Closing Date. The sale and purchase of the Assets and Real Estate provided for in Section 1.1 and 1.2, respectively, (the "Closing") shall be consummated on or before August 30, 2012, after the conditions set forth in Articles VI and VII have been satisfied or waived, at the management offices of the Business, or at such other date and time or such other place as may be agreed upon by Seller and Buyer (such date and time being herein called the "Closing Date"). 1.5 Purchase Price of Assets. In consideration for the purchase of the Assets, Buyer shall pay to Seller an aggregate purchase price (the "Purchase Price of Assets") of Six Million and 001/00 ($6,000,000.00) Dollars. 1.6 Purchase Price of Real Estate. In consideration for the purchase of the Real Estate, Buyer shall pay to Seller an aggregate purchase price (Purchase Price of Real Estate) of One and 00/100 ($1.00) Dollar. Title to the specific parcel of land being purchased hereunder exclusively for the purposes of building a hotel under Buyers Development Plan as specified in Schedule 1.2, shall revert back to the Seller if the proposed hotel construction is not In Progress within Twenty Four (24) months after the Effective Date (Right of Reversion). For purposes of the foregoing, In Progress shall include pending application for building and development permits for a Ninety (90) or more room hotel, evidence of available financing and approvals from a flag. In addition, if construction is not commenced within Thirty (30) months of the date of Closing, the Seller may also exercise its Right of Reversion. 1.7 Payment of Purchase Price of Real Estate. The Purchase Price of Real Estate shall be paid by the Buyer to Seller at the Closing. 1.8 Payment of Purchase Price of Assets. The Purchase Price of Assets shall be paid by Buyer to Seller at the Closing. 1.9 Liabilities Assumed by Buyer. Buyer shall, upon the terms and subject to the conditions set forth herein, assume at the Closing the following liabilities and obligations of Seller, to the extent the same shall exist on or arise subsequent to the Closing Date: (a) The obligations of Seller arising after the Closing Date under the contracts and other agreements of Seller listed on Schedule 1.9 hereto; and, (b) The accounts payable of Seller arising in the ordinary course of business which are listed and described on Schedule 1.9. (c) Seller acknowledges that it has certain agreements with various governmental agencies regarding emergency use of the Real Estate (Government Agreements). Within Ten (10) days of execution of this Agreement, Seller shall provide Buyer with copies of all such Governmental Agreements currently in effect, if any. Seller represents and warrants to Buyer that, except with respect to the terms of any Government Agreements provided by Seller to Buyer hereunder, Buyer is not assuming any obligations under any Government Agreements and there are 3

no obligations of Seller under any Government Agreements that prevent or preclude the sale of the Assets or the Real Estate. In the event any Government Agreements require Buyer to execute an assignment or continuation agreement with respect thereto, Seller shall arrange for delivery of any such agreement to the Buyer, and Buyer agrees that it will continue to allow the Sportsplex building to be used for such purposes, so long as it is still used as an Ice Arena. This obligation shall survive closing and until termination of any agreements with Wayne County are terminated, run with the Land. 1.10 All of the liabilities and obligations of Seller being assumed by Buyer under this Section are hereinafter collectively referred to as the "Assumed Liabilities". 1.11 Liabilities Not Assumed by Buyer. Except as otherwise provided in Section 1.9 , Buyer shall not assume or otherwise be liable for or obligated to pay, perform, discharge or guarantee any liabilities or obligations of Seller, whether accrued, absolute, contingent, known, unknown or otherwise. 1.12 Taxes on Assets. All taxes and assessments which have become a lien upon any of the Assets and which are then due as of the Closing Date shall be removed as of the Closing Date; and any and all current taxes, including but not limited to sales and use taxes, income taxes, payroll taxes and personal property taxes assessed against the Assets shall not be prorated, and Seller shall not be reimbursed for any of these taxes whether or not deemed prepaid. 1.13 Taxes on Real Estate. All taxes and assessments which have become a lien on the Real Estate and which are then due as of the Closing Date shall be paid and removed as of the Closing Date. All real estate transfer taxes will be paid by the Seller, and recording fees shall be paid by the Buyer. 1.14 Real Estate. As evidence of marketable title, Seller agrees to provide Buyer with the following: (a) At least ten (10) days prior to the Closing Date to furnish Buyer with a commitment for title insurance (Commitment) from a title insurance company satisfactory to Buyer, whereby the title insurance company agrees to issue the title policy which is described in this section; (b) On the Closing Date cause to be delivered to the Buyer an owners policy of title insurance issued by the title insurance company which issued the Commitment in the amount of $6,000,000.00, which shall insure title to the Real Estate (Title Policy); Buyer agrees to pay the additional title charges related to any necessary or required title endorsements. (c) At least ten (10) days after execution of this Agreement, deliver to Buyer copies of any existing survey of the Real Estate, depicting the Real Estate to be free of encroachments and show that the improvements located on the Real Estate do not encroach on the property interests of others (Survey); and

(d) At least ten (10) days after execution of this Agreement, deliver to Buyer copies of any existing phase one environmental audits of the Real Estate (Environmental Report). Seller makes no representations or warranties regarding the accuracy of the Survey or Environmental Reports. Buyer shall have its own opportunity to order its own Survey and Environmental Reports and if Buyer has any objections to any of the information contained in the Environmental Report, Survey or Commitment, Buyer shall provide to Seller a description of its objections, in writing. If the Buyer delivers its written objections to the Seller, Seller shall have ten (10) days in which to cure any such objections. In the event that the Seller shall be unable or unwilling to cure any objections of the Buyer prior to the Closing Date, then the Buyer, may, at the Buyers option, either: (i) terminate this Agreement, or (ii) waive the Sellers failure to cure or the written objection of the Buyer and proceed to consummate the transaction contemplated by this Agreement. 1.15 Deliveries by Seller. In order to effectuate the sale, assignment, transfer and conveyance of the Assets and Real Estate contemplated by this Agreement, at the Closing Seller shall execute and deliver, or cause to be executed and delivered, to Buyer, all such special warranty deeds, bills of sale and other instruments and documents of assignment, transfer and conveyance as Buyer shall reasonably deem necessary or appropriate to vest in and confirm to Buyer good and marketable title to the Assets and Real Estate, including, without limitation, all right, title and interest therein of Seller, free and clear of any lien or encumbrance, other than the Right of Reversion or the obligations contained in Paragraph 1.9(c). From time to time and at Buyer's request, whether at or after the Closing Date, Seller shall execute and deliver such further instruments of conveyance and transfer as may be necessary to convey and transfer title to the Assets and Real Estate to Buyer as contemplated by the terms of this Agreement. 1.16 Deliveries by Buyer. At the Closing, Buyer shall deliver or cause to be delivered to Seller (unless previously delivered) all instruments, documents, agreements, certificates and opinions required to be delivered by Buyer at or prior to the Closing pursuant to this Agreement or otherwise required in connection herewith or reasonably requested by Seller to be delivered by Buyer at or prior to the Closing; including, but not limited to, all payments and documents evidencing Buyer's assumption of the Assumed Liabilities. ARTICLE II REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants to Buyer as follows: 2.1 Organization and Authority; Valid and Binding Agreement. (a) Seller is a municipality duly organized, validly existing and in good standing under the laws of the State of Michigan, with full power and authority to conduct its business as presently conducted, to own, lease and operate its assets now owned, leased or used by it, to execute and deliver this Agreement and all of the other agreements and instruments contemplated hereby, to consummate the 5

transactions contemplated by this Agreement and to comply with the terms, conditions and provisions of this Agreement and any ancillary documents. (b) The execution, delivery and performance of this Agreement and all of the other agreements and instruments contemplated hereby and the consummation of the transactions contemplated by this Agreement have been duly authorized by Seller and do not require any further corporate action on the part of Seller. (c) This Agreement is, and each agreement or instrument of Seller contemplated by this Agreement, when executed and delivered by Seller in accordance with its terms, will be the legal, valid and binding agreement of Seller, enforceable against Seller in accordance with its terms subject to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting creditors' rights generally from time to time in effect and to general principles of equity. 2.2 Non-Contravention. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach of any of the terms and provisions of, or will constitute a default under, or conflict with, (i) Seller's charter, bylaws or other operational documents , (ii) any judgment, decree, order or award of any court or tribunal in any jurisdiction or any federal, state, domestic, foreign or bureau or other governmental authority or instrumentality ("Governmental Authority") or arbitrator against Seller, (iii) any statute or law or any judgment, order, decree, rule or regulation of any court or Governmental Authority or arbitrator ("Applicable Law") to which Seller is subject or by which any of the Assets or Real Estate may be bound or affected. In addition, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby will conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Seller is a party or by which they are bound or to which any of the Assets or Real Estate are subject (or will result in the imposition of any Security Interest upon any of the Assets or Real Estate). As used in this Agreement the term "Security Interest" means any mortgage, pledge, lien, encumbrance, charge or other interest securing an obligation of any party. 2.3 Consents and Approvals. No filing with, notification to, no material permit, consent, approval, authorization or action by any Governmental Authority or third party is required in connection with the execution, delivery and performance by Seller of this Agreement or any of the other agreements or instruments contemplated hereby, or the consummation by Seller of the transactions contemplated hereby or thereby. 2.4 Ownership of Assets. Seller is the owner of, and has good and marketable title to the Assets, free and clear of any lien or encumbrance. 2.5 Litigation. There are no actions, suits, proceedings or governmental investigations pending or threatened against Seller, and no outstanding judgment, or order, writ, injunction, decree or award affecting Seller or the Assets or the Real Estate. Seller is not subject to any outstanding order of any federal, state, provincial, municipal or other governmental entity, or any 6

arbitrator. Seller has not engaged in any practices or course of conduct, or committed any acts which constitute an unlawful trade practice or which would constitute a violation of federal or state anti-trust laws and related regulations. The details of all actions or proceedings which are threatened or pending against the Seller at any time during the term of this Agreement shall be disclosed to Buyer in writing as soon as possible. 2.6 No Breach. Seller has delivered to Buyer a correct and complete copy of each written agreement listed in Schedule 1.9 and a written summary setting forth the terms and conditions of each oral agreement referred to in such schedule. With respect to each such agreement the obligations of which Buyer is assuming pursuant to the terms of Section 1.9: (a) The agreement is legal, valid, binding, enforceable and in full force and effect and will remain in effect after the closing and transfer of the Assets; (b) No party has breached or is in default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration under the agreement; and (c) No party has repudiated any provision of the agreement.

2.7 Disclosure. No representation or warranty contained in this Agreement or in any agreement or instrument contemplated hereby, and no statement contained in the Exhibits or Schedules hereto or any certificate, document or instruments delivered by Seller pursuant hereto or thereto contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading. 2.8 Right to Name. To the extent, if any, Seller has rights to the name Taylor Sportsplex, Seller assigns all such rights to Buyer hereunder. Notwithstanding the foregoing, Seller makes no representations that it has any rights, of any type or nature, to the name Taylor Sportsplex. ARTICLE III REPRESENTATIONS AND WARRANTIES OF BUYER Buyer represents and warrants to Seller as follows: 3.1 Organization and Authority; Valid and Binding Agreement. (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of ____________, with full corporate power and authority to conduct its business as presently conducted, to own, lease or operate its assets and properties now owned, leased or used by it, to execute and deliver this Agreement and all of the other agreements and instruments contemplated hereby, to consummate the transactions contemplated hereby and thereby and to comply with the terms, conditions and provisions hereof and thereof. 7

(b) The execution, delivery and performance of this Agreement and all of the other agreements and instruments contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly authorized by Buyer and do not require any further corporate action on the part of Buyer. (c) This Agreement is, and each other agreement or instrument of Buyer contemplated hereby, when executed and delivered by Buyer in accordance with the terms thereof, will be, the legal, valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms subject to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting creditors' rights generally from time to time in effect and to general principles of equity. 3.2 Non-Contravention. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach of any of the terms and provisions of, or will constitute a default under, or conflict with: (i) Buyer's articles of incorporation or bylaws, (ii) any judgment, decree, order or award of any Governmental Authority or arbitrator against Buyer, (iii) any Applicable Law to which Buyer is subject, or (iv) any material agreement binding on Buyer. 3.3 Consents and Approvals. No filing with, notification to, permit, consent, approval, authorization or action by any Governmental Authority or third party is required in connection with the execution, delivery and performance by Buyer of this Agreement or any of the other agreements contemplated hereby, or the consummation by Buyer of the transactions contemplated hereby or thereby, except where the failure to make such filing, give notice to, or obtain such permit, consent, approval, authorization or action would not have a material adverse effect on Buyer, taken as a whole, or prevent or delay the consummation of the transactions contemplated hereby. 3.4 Disclosure. No representation or warranty contained in this Agreement or in any agreement or instrument contemplated hereby and no statement contained in the Schedules hereto or any certificate, document or instrument delivered by Buyer pursuant hereto or thereto contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading. 3.5 Litigation. There are no actions, suits, proceedings or governmental investigations pending or threatened against Buyer, and no outstanding judgment, or order, writ, injunction, decree or award affecting Buyer. Buyer is not subject to any outstanding order of any federal, state, provincial, municipal or other governmental entity, or any arbitrator. Buyer has not engaged in any practices or course of conduct, or committed any acts which constitute an unlawful trade practice or which would constitute a violation of federal or state anti-trust laws and related regulations. The details of all actions or proceedings which are threatened or pending against the either Buyer at any time during the term of this Agreement shall be disclosed to Seller in writing as soon as possible.

3.6 Condition of Assets and Real Estate. Buyer acknowledges that it is purchasing the Real Estate and Assets in an as is condition and with all faults, including its environmental condition and represents and warrants that it is acquiring the Real Estate and the Assets after undertaking its own independent due diligence and has not relied on any representations or statements of Seller. Further, Buyer acknowledges that Seller makes no representations regarding the condition of the Assets or the Real Estate, nor the suitability for its intended use. ARTICLE IV ACTION PRIOR TO THE CLOSING DATE Buyer and Seller covenant and agree to take the following actions between the date hereof and the Closing Date: 4.1 Preserve Accuracy of Representations and Warranties. Buyer and Seller shall each refrain from taking any action which would render any representation or warranty contained in Article II or III or elsewhere in this Agreement inaccurate as of the Closing Date. 4.2 Risk of Loss. Seller agree that the risk of loss in connection with the Assets and the Real Estate for the period from the date of this Agreement through and including the Closing Date shall be borne by Seller, and Seller further agree that Buyer shall have the right, at Buyer's sole discretion, to declare this Agreement null and void in the event all or any material portion of the Assets or Real Estate are lost or destroyed for whatever reason. ARTICLE V ADDITIONAL AGREEMENTS 5.1 Expenses of Sale. Except as otherwise provided in this Agreement, Seller and Buyer shall each bear its own direct and indirect expenses incurred in connection with the negotiation and preparation of this Agreement and the consummation and performance of the transactions contemplated hereby. 5.2 Broker. Buyer and Seller represent and warrant to each other that no broker, finder, agent or similar intermediary has acted on their behalf in connection with this Agreement or the transactions contemplated hereby, and that there are no brokerage commissions, finders' fees or similar fees or commissions payable in connection therewith based on any agreement, arrangement or understanding or any action taken. Buyer and Seller each agree to indemnify and save the other harmless from any claim or demand for commissions or other compensation by any broker, finder, agent or similar intermediary claiming to have been employed by or on behalf of Buyer and Seller, and to bear the cost of legal fees and expenses incurred in defending against any such claim. 5.3 Message Board. Buyer shall allow Seller continued reasonable shared access to the electronic message board currently located on the Real Estate for general municipal announcements and emergency notifications to the public. 5.4 Lease Payments. Buyer is currently leasing the Business from Seller pursuant to a written Lease Agreement (Lease). Seller agrees to escrow all monthly rental payments under the 9

Lease for the period of May 1, 2012 through August 31, 2012 (Escrowed Payments). In the event this transaction closes on or before August 31, 2012, the Escrowed Payments shall be delivered to Buyer at the Closing. In the event this transaction fails to close by August 31, 2012, other than due to a default by Seller, the Escrowed Payments shall be retained by Seller. Upon closing of this transaction, the Lease shall automatically terminate and Buyer shall have no further obligations to Seller thereunder. ARTICLE VI CONDITIONS TO OBLIGATIONS OF BUYER The obligations of Buyer hereunder are subject to the fulfillment prior to or at the Closing of each of the following conditions, any one or more of which may be waived in whole or in part in writing by Buyer: 6.1 Representations and Warranties. The representations and warranties made by Seller in this Agreement, and the statements of Seller contained in the Schedules hereto or in any other agreement, instrument or certificate delivered by Seller pursuant to this Agreement shall be true and correct in all material respects when made and at and as of the Closing Date. 6.2 Performance of Covenants; Due Diligence Investigation. Seller shall have performed and complied, in all material respects, with all agreements, covenants, obligations and conditions required by this Agreement to be so performed or complied with by Seller prior to or at the Closing. Seller acknowledge that Buyer will be conducting its due diligence investigation from the date of this Agreement up until ten (10) days of the Closing Date. Thus, Buyers obligation to proceed with the Closing is contingent upon Buyers satisfaction, in its sole and absolute discretion, with the results of its due diligence investigation of Seller, the Assets and the Real Estate. Seller acknowledges that Buyers failure to obtain any governmental approval, or reasonable assurances that such approval shall be forthcoming, for any portion of Buyers Development Plan, shall be absolute grounds for Buyers election to terminate this Agreement. 6.3 Financing. Seller acknowledges that Buyer is obtaining the Purchase Price for the Assets and the Real Estate through third party financing. Accordingly, Seller acknowledges and agrees that this Agreement, and Buyers obligations to close the transactions contemplated hereby, is strictly contingent on Buyers obtaining financing in the full amount of the Purchase Price of Assets. This contingency shall terminate not later than August 31, 2012 unless Buyer notifies Seller of its inability to obtain financing satisfactory to it within its sole discretion within this period. 6.4 Covenant To Cooperate and Not To Compete. Seller understands, acknowledges and agrees that Buyer is entering into this transaction with the understanding and agreement that Seller shall reasonably cooperate with Buyers Development Plan, including, without limitation, the construction of a field house and the development of one or more parcels of the Real Estate for the construction and operation of a hotel (Hotel) in order to service current and future customers of the Business and their guests, and to not compete in any way with the Buyer or the Business so 10

long as Buyer is the owner of the Business and the Real Estate. Accordingly, Seller agrees to fully cooperate, within the confines of its municipal authority, and which are in compliance and consistent with local ordinances, with any and all zoning and rezoning approval requests, set back and other construction code variance approvals requested, and approval of land use requests with respect to the Real Estate, and to not engage, directly or indirectly, in any competitive business with the Business or the Hotel. Nothing contained herein shall be deemed to prohibit Seller from approving any other development plans in the City in which Seller is not a beneficial owner thereof, nor from denying any rezoning or variances which do not meet the requirements of the ordinances relating to such requests. ARTICLE VII CONDITIONS TO OBLIGATIONS OF SELLER The obligations of Seller hereunder are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, all or any of which may be waived in whole or in part in writing by Seller: 7.1 Representations and Warranties. The representations and warranties made by Buyer in this Agreement, and the statements of Buyer contained in the Exhibits and Schedules hereto or in any other agreement, instrument or certificate delivered by Buyer pursuant to this Agreement shall be true and correct in all material respects when made and at and as of the Closing Date as though made at and as of the Closing Date and except for representations and warranties relating to a time other than the Closing Date which will be true in all material respects as of such time. 7.2 Performance of Covenants; Due Diligence Investigation. Buyer shall have performed and complied, in all materials respects, with all agreements, covenants, obligations and conditions required by this Agreement to so be performed or complied with by Buyer prior to or at the Closing. 7.3 Tax-Exempt Status of Outstanding Bonds. Seller shall have received, prior to the closing date, an opinion of nationally-recognized bond counsel or a letter from the Internal Revenue Service that the sale of the Assets and Real Estate as set forth in this Agreement shall not adversely affect the tax-exempt status of the outstanding bonds issued by the Tax Increment Finance Authority of the City of Taylor and City of Taylor Building Authority to finance the acquisition and construction of the assets. 7.4 Governmental Resolutions. This Agreement is further subject to the receipt of a resolution approving this Purchase Agreement and the Sale of the Real Estate and Assets of the Seller hereto prior to May 15, 2012. ARTICLE VIII INDEMNIFICATION 11

8.1 Indemnification by Seller. Seller agrees to indemnify and hold harmless Buyer and its subsidiaries, affiliates, successors and assigns from and against any and all (i) liabilities, losses, costs or damages ("Loss") and (ii) actual attorneys' fees and expenses, court costs and all other reasonable out-of-pocket expenses ("Expense") incurred in connection with or arising from: (a) any material inaccuracy in or breach or nonperformance of any representation, warranty, covenant or agreement contained in this Agreement or in any certificate, document or instrument delivered pursuant to this Agreement or in any certificate, document, or instrument delivered pursuant to this Agreement; or (b) any liability or obligation of Seller other than the Assumed Liabilities; or (c) any action, suit, proceeding, demand or judgment arising out of or attributable to any of the foregoing. 8.2 Indemnification by Buyer. Buyer agrees to indemnify and hold harmless Seller and its affiliates, successors and assigns from and against any and all Loss and Expense incurred by Seller and its affiliates, successors and assigns in connection with or arising from: (a) any material breach of or inaccuracy in any representation, warranty, covenant or agreement of Buyer contained in this Agreement or in any certificate, document or instrument delivered pursuant to this Agreement; (b) any Assumed Liability; or (c) any action, suit, proceeding, demand or judgment arising out of or attributable to any of the foregoing. ARTICLE IX TERMINATION AND DEFAULT 9.1 the Closing: (a) Termination of Agreement. This Agreement may be terminated at any time prior to By mutual written agreement of Buyer and Seller;

(b) By Buyer, if any of the conditions set forth in Article VI shall have become incapable of fulfillment and shall not have been waived by Buyer; (c) By Seller, if any of the conditions set forth in Article VII shall have become incapable of fulfillment and shall not have been waived by Seller; (d) By either Buyer or Seller if the Closing shall not have occurred on or before August 30, 2012, unless such failure to close shall be due to a breach of this Agreement by the party seeking to terminate the Agreement pursuant to this section; or (e) If a federal or state court of competent jurisdiction shall permanently enjoin the consummation of the transactions contemplated hereby and such injunction shall be final and nonappealable. 9.2 Effect of Termination. In the event of termination of this Agreement as provided above, which event is not a result of a breach of this Agreement by a party, there shall be no liability on the part of any party hereto (or any of their respective officers, directors or affiliates). In the event of termination of this Agreement as provided above, which event is a result of a breach 12

of this Agreement by a party, the non-breaching party may elect to pursue any remedy, at law or in equity, including but not limited to a suit for specific performance. 9.3 Default. If any party to this Agreement defaults in its obligations under this Agreement, and the default cannot be cured within the period provided in this Agreement or within a reasonable period of time, then the non-defaulting party may elect to pursue any remedy, at law or in equity, including but not limited to a suit for specific performance.

ARTICLE X MISCELLANEOUS 10.1 Survival of Representations, Warranties, and Post Closing Obligations. All representations, warranties, and post closing obligations of Seller and Buyer contained in this Agreement or in any agreement or instrument contemplated hereby or in any certificate delivered pursuant hereto or thereto shall survive the execution and delivery hereof and the Closing. 10.2 Further Assurances. From time to time, at the request of any party hereto and without further consideration, the other party will execute and deliver to such requesting party such documents and take such other action (but without incurring any material financial obligation) as such requesting party may reasonably request in order to consummate more effectively the transactions contemplated hereby. 10.3 Binding Effect; Assignment. This Agreement and all the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, expressed or implied, is intended or shall be construed to confer upon any person other than the parties and their respective successors and permitted assigns any right, remedy or claim under or by reason of this Agreement. Neither this Agreement nor any right or obligation hereunder shall be assigned by any party hereto without the prior written consent of the other parties, provided, that Buyer shall have the right at any time to assign its rights, duties and obligations under the terms of this Agreement to an affiliate entity controlled by Buyer or one or more of the shareholders of Buyer. 10.4 Entire Agreement. This Agreement and the Schedules and Exhibits and the other agreements, instruments and writings referred to herein or delivered pursuant hereto contain the entire understanding of the parties with respect to its subject matter. This Agreement supersedes all prior agreements and understandings between the parties with respect to its subject matter. 10.5 Amendment, Extension and Waiver. The parties may amend this Agreement at any time by an instrument in writing signed on behalf of such parties. Any agreement on the part of a party hereto to any waiver of compliance with any of the agreements or conditions contained herein shall be valid only if set forth in an instrument in writing signed on behalf of such party. No delay on the part of either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of either party of any such right, power or 13

privilege, or any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege. 10.6 Headings. The Article and Section headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. 10.7 Notices. All notices, claims, certificates, requests, demands and other communications hereunder shall be in writing (whether by letter, telecopy, telex or other commercially reasonable means of written communication) and will be deemed to have been duly given upon receipt as follows: (a) If to Seller: City of Taylor 23555 Goddard Road Taylor, MI 48180 with a copy to: Neil S. Silver, Esquire Porritt, Kecskes, Silver & Gadd, P.C. 621 South Main Street Plymouth, MI 48170 (b) If to Buyer: _________________________ _________________________ _________________________ with a copy to: Ronald S. Thompson Morello Law Group, P.C. 41000 West Seven Mile, Ste. 200 Northville, MI 48167 or to such other address as the person to whom notice is to be given may have previously furnished to the other in writing in the manner set forth above. 10.8 Governing Law. This Agreement will be governed by, and construed and enforced in accordance with, the laws of the State of Michigan. 10.9 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, 14

the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 10.10 Exhibits and Schedules. All Schedules and Exhibits are incorporated in and made a part of this Agreement. IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the parties who are individuals and by the duly authorized officers of the corporate parties as of the date first above written. JRV CONSULTING, INC., On behalf of an entity to be formed By: Title: Date: CITY OF TAYLOR

By: Title: Date:

TAX INCREMENT FINANCING AUTHORITY OF THE CITY OF TAYLOR By: Title: Date: CITY OF TAYLOR BUILDING AUTHORITY By: Title: Date:

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