MEMBERSHIP INTEREST PURCHASE AGREEMENT THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of March 2011 (this "Agreement"), is by and between KERRY WELLINGTON, with an address do Classic Group Inc., 4 West 22nd Street, New York, NY 10010 ("Seller"), and DAVID J. MITCHELL, with an address at 815 Fifth Avenue, New York, NY 10065 ("Purchaser"). WITNESSETH: WHEREAS, Seller is the sole owner of a 50% Percentage Interest, as such term is defined in that certain Operating Agreement of Advancestar LLC, dated as of February 2011, (the "Advancestar Operating Agreement"), of Advancestar LLC, a Delaware limited liability company ("Advancestar"), and wishes to sell to Purchaser one-quarter thereof, namely, a 12.5% Percentage Interest in Advancestar (the "Advancestar Interest"); and WHEREAS, Seller is the sole owner of a 10.638% Class A Interest, as such term is defined in that certain Second Amended and Restated Operating Agreement, dated as of February , 2011 (the "Lofts 21 Operating Agreement"), of Lofts 21 LLC, a New York limited liability company ("Lofts 21"), and wishes to sell to Purchaser two-thirds thereof, namely, a 7.096 Class A Interest in Lofts (the "Lofts 21 Interest"); and WHEREAS, Seller desires to sell the Advancestar Interest and the Lofts 21 Interest (collectively, the "Transferred Interest") to Purchaser, and Purchaser desires to acquire the Transferred Interest, on the terms and conditions set forth herein; and NOW, THEREFORE, in consideration of the premises and of the mutual agreements, representations and warranties herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: I. Sale and Purchase of Transferred Interest. Subject to the terms and conditions of this Agreement, Seller hereby sells, assigns, transfers and conveys to Purchaser, and Purchaser hereby purchases from Seller, the Transferred Interest, for an ag