LLC Membership Interest Purchase Agreement

This LLC Membership Interest Purchase Agreement (“ Agreement ”) is entered into on May 28, 2009, between Greystone & Co. Holdings LLC, a Delaware limited liability company (“ Seller ”), and Counsel RB Capital LLC, a Delaware limited liability company (“ Buyer ”).  Capitalized terms in this Agreement are defined where used or in Section 6.1.

A.           Immediately prior to the Closing, Jonathan Reich and Adam Reich will enter into a settlement agreement (“ Settlement Agreement ”) together with Seller, Greystone Private Equity LLC, a Delaware limited liability company (“ GPE ”), Forsons Equity LLC and Kind Chin Associates LLC, pursuant to which the parties will release all claims against one another, and all Equity Interests in GPE that are owned by Jonathan Reich and Adam Reich will be redeemed by GPE.  Upon execution of the Settlement Agreement, Seller will own all of the Equity Interests in GPE (“ LLC Interests ”).

B.           GPE owns all of the Equity Interests in each of the following entities (each referred to in this Agreement as a “ Subsidiary ,” and collectively as “ Subsidiaries ”): (i) 221 Fabritek Dr LLC, a Delaware limited liability company (“ Fabritek ”); (ii) 8384 Highway 18 LLC, a Delaware limited liability company (“ 8384 LLC ”); and (iii) 2782 East Highway 52 LLC, a Delaware limited liability company (“ 2782 LLC ”).  GPE and each Subsidiary are referred to in this Agreement as a “ Company ,” and collectively as “ Companies ”.

C.           Seller desires to sell the LLC Interests to Buyer, and Buyer desires to purchase the LLC Interests from Seller.

Intending to be legally bound, the parties agree as follows:

1.           PURCHASE OF LLC INTERESTS.

1.1            Sale of the LLC Interests .  On and subject to the terms and conditions of this Agreement, at Closing, Seller shall sell, assign, transfer and deliver the LLC Interests to Buyer, free and clear of all Encumbrances.

1.2            Purchase Price .  On and subject to the terms and conditions of this Agreement, Buyer shall deliver the purchase price of $5,900,000, payable to Seller as follows:

(a)            Payment at Closing .  At Closing, an amount in Immediately Available Funds as adjusted and specified on a closing statement in form and substance reasonably acceptable to the parties (“ Closing Statement ”);

(b)            Promissory Note .  At Closing, a promissory note (“ Note ”) in form and substance reasonably acceptable to the parties in a principal amount specified on the Closing Statement; and

(c)            Guaranty .  At Closing, guarantees by Counsel Corporation (“ Counsel ”), Jonathan Reich and Adam Reich of the Note (“ Guarantees ”) in form and substance reasonably acceptable to the parties.

2.           CLOSING.

2.1            Closing .  Subject to the satisfaction or waiver by the appropriate party of all of the conditions precedent to Closing specified in Sections 2.2 and 2.3, the consummation of the transactions contemplated by this Agreement (“ Closing ”) will take place via facsimile on May _____, 2009 (“ Closing Date ”).  The transactions contemplated by this Agreement will be effective for accounting purposes as of 12:00:01 a.m. at the location of the Closing on the Closing Date (“ Effective Time ”).

2.2            Actions of Seller at Closing .  At or prior to Closing, Seller shall deliver to Buyer the following:

(a)            Assignment .  An assignment of the LLC Interests in form and substance reasonably acceptable to the parties;

(b)            Closing Statement .  Executed counterpart signature pages to the Closing Statement;

(c)            Authorizing Resolutions .  Copies of resolutions duly adopted by Seller authorizing and approving its performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the Transaction Documents, certified as true and in full force as of the Closing Date;

(d)            Company Documents .  The original minute books of each Company;

(e)            Resignations .  Resignations of the officers, directors and managers of each Company effective as of the Effective Time;

(f)            Good Standings .  A certificate of existence or good standing for each Company from the Secretary of State of its state of organization, dated March 24, 2009;

(g)            Certificate .  A certificate pursuant to Treasury Regulations section 1.1445-2(b) that Seller is not a foreign Person within the meaning of Code §1445;

(h)            Real Property Information .  To the extent in the possession or control of Seller or its Affiliates, copies of all prior title reports, title insurance commitments or title insurance policies, surveys, and environmental assessments related to the Real Property;

(i)            Settlement .  Evidence satisfactory to Buyer of the execution of the Settlement Agreement;

(j)            Debt .  The original promissory note issued by GPE in favor of Greystone Bank referred to in Section 5.6 marked “paid”;

(k)            Data .  All electronic and tangible files related to any Company’s business or operations in the possession or control of Seller or its Affiliates;

(l)            Computers .  The computers and docking stations used by Jonathan Reich, Adam Reich, Jeanette Benway and Vaughan Barber, with all data stored thereon to be provided on a USB hard drive except for any software programs that cannot be freely transferred; and

(m)            Other .  Such other instruments and documents as Buyer may reasonably request to effect the transactions contemplated hereby.

2.3            Actions of Buyer at Closing .  At Closing, Buyer shall deliver to Seller the following:

(a)            Payment .  The amount due pursuant to Section 1.2(a);

(b)            Executed Documents .  Executed counterpart signature pages to the Closing Statement and Guarantees, and the original Note.

(c)            Authorizing Resolutions .  Copies of resolutions duly adopted by Buyer authorizing and approving its performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the Transaction Documents, certified as true and in full force as of the Closing Date;

(d)            Line of Credit .  Evidence satisfactory to Seller that, contingent upon the Closing, Buyer or its designee will have assumed, paid or otherwise provided for the satisfaction of GPE’s debt to Israel Discount Bank of New York (“ IDB Debt ”) and will have caused the termination of the Guaranty Agreement dated January 31, 2008 by Seller to Israel Discount Bank of New York and the Amended and Restated Guaranty Agreement dated January 31, 2008 by Greystone Funding Corporation to Israel Discount Bank of New York;

(e)            Payment .  Evidence satisfactory to Seller of Buyer’s compliance with Section 5.7; and

(f)            Other .  Such other instruments and documents as Seller may reasonably request to effect the transactions contemplated hereby.

3.           REPRESENTATIONS AND WARRANTIES OF SELLER

1.3   .  As of the Closing, assuming execution of the Settlement Agreement, Seller represents and warrants to Buyer that the following are true and correct in all respects, except to the extent the following would be inaccurate as a direct result of acts or omissions of Jonathan Reich or Adam Reich, or any Person acting at the direction of or in concert or connection with Jonathan Reich or Adam Reich, which acts or omissions occurred without either the direction of Seller or Seller’s Knowledge:

3.1            Organization .

(a)            Seller .  Seller (i) is a limited liability company duly organized, validly existing and in good standing under the laws of the state of its organization, and (ii) has full power and authority to own and lease its property and conduct its business as it is now being conducted and to execute and deliver, and to carry out the transactions on its part contemplated by, this Agreement.

(b)            Companies .  Each Company (i) is a limited liability company duly organized, validly existing and in good standing under the laws of the state of its organization, (ii) has the limited liability company power and authority to own or lease and to operate its assets and to conduct its business as currently conducted, (iii) is not required to be qualified to do business in any other jurisdiction, and (iv) has not issued any certificates evidencing any Equity Interests.

(c)            Capitalization of GPE .  The LLC Interests constitute all of the Equity Interests in GPE, have been duly authorized, are validly issued, have no outstanding capital contribution obligations, and were not issued in violation of any preemptive rights, options, rights of first refusal or other preferential rights of subscription or purchase of any Person.  There are not any outstanding (i) options, warrants, calls, commitments, pre-emptive rights, agreements or other rights to purchase any Equity Interests in GPE, (ii) securities convertible into or exchangeable for any Equity Interests in GPE, (iii) equity-based awards or rights relating to or valued by reference to the equity of GPE, (iv) other commitments of any kind for the issuance of additional Equity Interests or options, warrants or other securities of GPE, or (v) registration rights agreements or other agreements or understandings to which GPE is a party or by which it or Seller are bound relating to the voting or disposition of any Equity Interests of GPE.  Other than the Subsidiaries, GPE does not own, directly or indirectly, any shares of capital stock or other Equity Interests, or securities or interests convertible into or exchangeable for capital stock or Equity Interests in any other Person.  Seller has good and marketable title to and owns all of the LLC Interests, beneficially and of record, free and clear of any and all Encumbrances.  Seller has full voting power over the LLC Interests, subject to no proxy, voting trust or other agreement relating to the voting of any of the LLC Interests.  Other than this Agreement, there is no agreement with respect to the disposition of the LLC Interests.

(d)            Capitalization of the Subsidiaries .  GPE owns all of the Equity Interests in the Subsidiaries (“ Subsidiary Interests ”), all of which have been duly authorized, are validly issued, have no outstanding capital contribution obligations, and were not issued in violation of any preemptive rights, options, rights of first refusal or other preferential rights of subscription or purchase of any Person.  There are not any outstanding (i) options, warrants, calls, commitments, pre-emptive rights, agreements or other rights to purchase any Subsidiary Interests, (ii) securities convertible into or exchangeable for any Subsidiary Interests, (iii) equity-based awards or rights relating to or valued by reference to any Subsidiary Interests, (iv) other commitments of any kind for the issuance of additional equity interests or options, warrants or other securities of any Subsidiary, or (v) registration rights agreements or other agreements or understandings to which any Subsidiary is a party or by which any Subsidiary or GPE are bound relating to the voting or disposition of any Subsidiary Interests.  Except for the 25% interest as tenant-in-common held by 2782 LLC in real estate located in Shelby County, Indiana, the Subsidiaries do not own, directly or indirectly, any shares of capital stock or other Equity Interests, or securities or interests convertible into or exchangeable for capital stock or Equity Interests in any other Person.  GPE has good and marketable title to and owns all of the Subsidiary Interests, beneficially and of record, free and clear of any and all Encumbrances.  GPE has full voting power over the Subsidiary Interests, subject to no proxy, voting trust or other agreement relating to the voting of any of the Subsidiary Interests.  Other than this Agreement, there is no agreement with respect to the disposition of the Subsidiary Interests.  Other than the Subsidiaries, GPE owns no Equity Interests in any other Person.

3.2            Powers; Consents; Absence of Conflicts With Other Agreements .  The execution, delivery, and performance by Seller of this Agreement and all other agreements referenced herein, or ancillary hereto, to which Seller is a party, and the consummation by Seller of the transactions contemplated by this Agreement and the Transaction Documents, as applicable:

(a)           do not require any approval or consent to be obtained by Seller or any Company from, or filing required to be made by Seller or any Company with, any Governmental Agency bearing on the validity of this Agreement which is required by Law;

(b)           will not conflict with, result in any breach or contravention of, or the creation of any Encumbrance under, any indenture, agreement, lease, instrument or understanding to which Seller or any Company is a party or by which Seller or any Company is bound;

(c)           will not violate any Law to which Seller or any Company may be subject; and

(d)           will not violate any Governmental Order to which Seller or any Company may be subject.

3.3            Due Authorization; Binding Agreement .  Seller has the right, power, legal capacity and authority to enter into and perform this Agreement.  The execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of Seller, and no other proceedings on the part of Seller are necessary to authorize this Agreement and the consummation of the transactions contemplated hereby.  This Agreement and all Transaction Documents are and will constitute the valid and legally binding obligations of Seller and are and will be enforceable against Seller in accordance with the respective terms hereof or thereof, except as limited by applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditor’s rights generally from time to time in effect.

3.4            Financial Statements .  Seller has delivered to Buyer copies of the following financial statements of GPE (“ Financial Statements ”):

(a)           Unaudited consolidated balance sheet of GPE (the “ Balance Sheet ”) dated as of December 31, 2008 (the “ Balance Sheet Date ”) and audited consolidated balance sheet of GPE dated December 31, 2007;

(b)           Unaudited consolidated income statement of GPE for the 12-month period ended on the Balance Sheet Date and audited consolidated income statement of GPE for the 12-month period ended on December 31, 2007; and

(c)           Unaudited consolidated balance sheet of GPE dated as of March 31, 2009, and unaudited, consolidated income statement of GPE for the 3-month period ended on March 31, 2009.

The Financial Statements have been prepared in accordance with GAAP on a consistent basis.  Such balance sheets present fairly the financial condition of GPE and the Subsidiaries as of the dates indicated thereon, and such income statements present fairly the results of operations of GPE and the Subsidiaries for the periods indicated thereon.

3.5            Certain Post-Balance Sheet Results .  Since the Balance Sheet Date there has not been, with respect to any Company, any:

(a)           event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(b)           amendment of organizational documents;

(c)           changes to capitalization;

(d)           issuance, sale or other disposition of any Equity Interest or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any Equity Interest;

(e)           declaration or payment of any distributions, or any other transfer, withdrawal, payment, or other conveyance of any funds or assets;

(f)           change in any method of accounting or accounting practice;

(g)           change in cash management practices or policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits;

(h)           change in the manner in which it extends discounts, credits or warranties to customers or otherwise deals with customers;

(i)           entry into or amendment of any Contract, except as identified on Schedule 3.5 , which lists dispositions of assets by any Company since the Balance Sheet Date and the consideration received;

(j)           incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice;

(k)           transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements, except as identified on Schedule 3.5 ;

(l)           transfer, assignment or grant of any license or sublicense of any rights under or with respect to any Intellectual Property;

(m)           damage, destruction or loss (whether or not covered by insurance) to its property;

(n)           any capital investment in, or any loan to, any other Person;

(o)           acceleration, termination, modifications to or cancellation of any Material Contract to which it is a party or by which it is bound;

(p)           any capital expenditures;

(q)           imposition of any Encumbrance upon any of its properties, Equity Interests or assets, tangible or intangible;

(r)           grant of any bonuses, whether monetary or otherwise, or any general wage or salary increases in respect of any Employee, other than as provided for in any written agreements or consistent with past practice, or change in the terms of employment for any Employee;

(s)           entry into or termination or amendment of any employment agreement or collective bargaining agreement, written or oral, or modification of the terms of any such existing agreement;

(t)           any loan to, or entry into any other transaction with, any members, managers, directors, officers or Employees;

(u)           entry into a new line of business or abandonment or discontinuance of existing lines of business;

(v)           adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law;

(w)           purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $10,000, individually (in the case of a lease, per annum) or $50,000 in the aggregate for all Companies (in the case of a lease, for the entire term of the lease);

(x)           acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or Equity Interests of, or by any other manner, any business or any Person or any division thereof;

(y)           adoption, amendment, modification or termination of any bonus, profit sharing, incentive, severance, or other plan, Contract or commitment for the benefit of any of its managers, directors, officers or Employees (or any such action taken with respect to any other Benefit Plan);

(z)           action to make, change or rescind any Tax election, amendment of any Tax Return or position taken on any Tax Return, entry into any closing agreement, settlement of any Tax claim or assessment, surrender of any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment, or any other action, omission or transaction that would have the effect of increasing the Tax liability or reducing any Tax attribute in respect of any Post-Closing Tax Period; or

(aa)           any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

3.6            Compliance With Laws; Permits .

(a)            Compliance with Laws .  Each Company has complied, and is now complying, with all Laws applicable to it or its business, properties or assets.

(b)            Permits .  All Permits required for each Company to conduct its business have been obtained and are valid and in full force and effect. All fees and charges with respect to such Permits as of the date hereof have been paid in full.

3.7            Title to Assets; Real Property .

(a)            Owned or Leased Real Property .  Each Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and Personal Property.  All Real Property and Personal Property (including leasehold interests) is free and clear of Encumbrances except for the following (collectively referred to as “ Permitted Encumbrances ”):

(1)           liens for Taxes listed on the Closing Statement or not yet due and payable;

(2)           easements, rights of way, zoning ordinances and other similar Encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of any Company; or

(3)           Encumbrances held by Israel Discount Bank of New York and Shelby Bank related to the IDB Debt and the Shelby Bank Debt.

(b)            Copies of Documents; Compliance with Laws .  With respect to owned Real Property, Seller has delivered to Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which any Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Seller or any Company and relating to the Real Property. With respect to leased Real Property, Seller has delivered to Buyer complete and correct copies of any leases affecting the Real Property.  No Company is a sublessor or grantor under any sublease.  No improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than a Company. There are no Actions pending nor, to Seller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

3.8            Litigation or Proceedings .

(a)            No Actions .  Except for potential claims by John Graham and potential claims against Molson Breweries Properties Limited and Molson Canada 2005, there are no Actions pending or, to Seller’s Knowledge, threatened (i) against or by any Company or affecting any of their properties or assets; (ii) against or by Seller or any Affiliate of Seller and relating to any Company or its business, properties or assets; or (iii) against or by any Company, Seller or any Affiliate of Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.  No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

(b)            No Governmental Orders .  There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting Seller or any Company or any Company’s businesses, properties or assets.

3.9            Environmental Matters .

(a)            Compliance .  Each Company is currently and has been in compliance with all Environmental Laws and has not, and Seller has not received from any Person any: (i) Environmental Notice or Environmental Claim, or (ii) written request for information pursuant to Environmental Law.

(b)            No Listing .  No real property currently or formerly owned, operated or leased by any Company is listed on, or has been proposed for listing on, the National Priorities List (or CERCLIS) under CERCLA, or any similar state list.

(c)            No Release .  There has been no Release of Hazardous Materials in contravention of Environmental Law with respect to the business or assets of any Company or any real property currently or formerly owned, operated or leased by any Company, and neither Seller nor any Company has received an Environmental Notice that any real property currently or formerly owned, operated or leased in connection with the business of any Company (including soils, groundwater, surface water, buildings and other structure located on any such real property) has been contaminated with any Hazardous Material which could reasonably be expected to result in an Environmental Claim against, or a violation of Environmental Law or term of any Environmental Permit by, Seller or any Company.

(d)            No Assumed Liabilities .  No Company has retained or assumed, by contract or operation of Law, any liabilities or obligations of third parties under Environmental Law.

(e)            Copies of Reports .  Seller has provided to Buyer all environmental reports, studies, audits, records, sampling data, site assessments and other similar documents with respect to the business or assets of any Company or any currently or formerly owned, operated or leased real property which are in the possession or control of Seller or any Company.

3.10            Taxes .

(a)            Timely Filed . Seller and the Companies have each timely filed all Tax Returns or extensions that they were required to file under applicable laws and regulations for Tax years prior to 2008, and all Tax Returns with respect to each Company’s 2008 Tax year will either be timely filed or extensions with respect to such Tax Returns will be timely filed.  All such Tax Returns were correct and complete in all respects and were prepared in compliance with all applicable laws and regulations. All Taxes due and owing by Seller or any Company (whether or not shown on any Tax Return) have been paid.  Except for GPE for the 2008 Tax year, no Company is currently the beneficiary of any extension of time within which to file any Tax Return.  No claim has ever been made by an authority in a jurisdiction where a Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction.  There are no Encumbrances for Taxes (other than Taxes listed on the Closing Statement or not yet due and payable) upon the LLC Interests or any of the assets of any Company.

(b)            Withholding .  Each Company has withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any Employee, independent contractor, creditor, member, or other Person, and all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed.

(c)            No