Subject to the terms and conditions of this Agreement, at the Closing, Purchaser shall purchase and acquire from Seller, and Seller shall sell, assign, transfer and deliver to Purchaser, the Purchased Shares, free and clear of any liens, security interests, pledges or other encumbrances (collectively “ Liens ”) other than restrictions (a) provided for under applicable securities laws and (b) set forth in the Investors’ Rights Agreement by and among the Company, Seller and JCP Realty Partners, LLC, dated July 24, 2014 (the “ Investors’ Rights Agreement ”), for an aggregate purchase price of Twenty Five Million Two Hundred Seventy Thousand Dollars and No Cents ($25,270,000.00) (the “ Purchase Price ”).