Amendment to Security Agreement. Effective as of the date of satisfaction of the conditions precedent set forth in Section 3 below, the Security Agreement is hereby amended to restate the last two sentences of [Section 4.5] thereof in their entirety to read as follows:

Amendment to Credit Agreement. A new [Article XVI], [Section 16.1] is hereby added to the Credit Agreement to read as follows:

SECTION # Effect of Amendment. All provisions of the Receivables Purchase Agreement and the other Transaction Documents, as expressly amended and modified by this Amendment, shall remain in full force and effect. After this Amendment becomes effective, all references in the Receivables Purchase Agreement (or in any other Transaction Document) to “this Receivables Purchase Agreement”, “this Agreement”, “hereof”, “herein” or words of similar effect referring to the Receivables Purchase Agreement shall be deemed to be references to the Receivables Purchase Agreement as amended by this Amendment. This Amendment shall not be deemed, either expressly or impliedly, to waive, amend or supplement any provision of the Receivables Purchase Agreement other than as set forth herein.

Purchase. The purchase and sale of the Shares under this Agreement shall occur at the time of execution of this Agreement by the parties or on such other date as Company and Investor shall agree (the "Purchase Date").

Amendment No. 3 to Securities Purchase Agreement The parties have executed this Amendment No. 3 to Securities Purchase Agreement as of the date first written above.

#Section 1.5 of the Purchase Agreement is hereby amended to read in its entirety as follows:

On the terms and subject to the conditions of this Agreement, on the Closing Date, the Seller shall unconditionally sell, transfer, assign, convey and deliver, or cause to be sold, transferred, assigned, conveyed and delivered, to the Buyer, and the Buyer shall purchase, acquire and accept from the Seller, free and clear of all Encumbrances (other than Permitted Encumbrances), all the Seller’s direct or indirect right, title and interest in, to or under all of the properties, rights, claims, Contracts, interests and assets of the Seller, other than the Excluded Assets (collectively, the “Acquired Assets”). Without limiting the foregoing, the Acquired Assets shall include the Subsidiary Securities and any and all proceeds of the Greensill Claims.

Agreement to Sell and Purchase. Seller shall sell and convey, and Buyer shall purchase, the Project; together with the easements, rights, privileges and appurtenances belonging thereto, and any abutting strips or gores; together with Seller's right, title and interest, if any, in and to any land lying in the bed of any street, road or avenue, open or proposed, in front of or adjoining the Land to the center line thereof; together with all sign posts and signage used by Seller in connection with the Project; together with all appurtenant easements for ingress and egress and utilities; together with all Seller’s fixtures and equipment now located in, upon, attached or appurtenant to or used in the operation of the Project; together with any goodwill associated with the business conducted on the Project; together with all leases, licenses and rental agreements of the Project (the "Leases") and the Seller’s lighting fixtures, air-conditioning units, window screens and other appliances, furniture, equipment, customer lists, rights to facility telephone and fax numbers, email addresses, yellow pages ads and other local ads, inventories (including all boxes, cash registers, packaging materials, locks and all other contents of the retail store located on the Project) and other personal property and supplies owned by Seller and used at the Project as more particularly set forth on Exhibit F attached hereto (the "Personalty", and all of the foregoing property, real, personal and mixed, being collectively called the "Property").

First Amendment to Note Purchase Agreement

Amendment and Restatement of Definition of “Base Price” in the Purchase Agreement. Effective as of the Amendment Date, [Section 1(u)] of the Purchase Agreement is hereby amended and restated in its entirety as follows: