Common use of Closing Procedure Clause in Contracts

Closing Procedure. The transaction contemplated in this Agreement will be closed (“Closing”) in Escrow by Escrow Agent on December 1, 2011 (“Closing Date”); provided, however, Buyer shall have the right to unilaterally extend the Closing Date to December 15, 2011 if Buyer has not received the Threshold Estoppels upon delivery of written notice to Seller and Escrow Agent no later than November 29, 2011 and payment of the Extension Deposit as required below. Upon receiving such notice, Seller shall open a separate escrow account with Title Company and notify Buyer thereof (which may occur by email). Buyer shall thereafter deposit an extension fee into such separate account in the amount of Twenty Million and No/100 Dollars ($20,000,000.00) (“Extension Deposit”) by the end of the next business day following Buyer’s receipt of Seller’s notice, which Extension Deposit shall be non-refundable except as expressly provided herein and shall represent additional consideration for Seller’s extension of the Closing Date. Failure to timely make such Extension Deposit or otherwise timely close shall constitute a material breach of this Agreement. The Extension Deposit shall be considered separate and apart from the “Deposit” for all purposes hereunder, but shall be applicable to the Purchase Price at Closing. In addition to the foregoing, Seller shall have the right, upon delivery of written notice to Buyer and Escrow Agent, to unilaterally extend the Closing Date to December 30, 2011 if Seller has not been able to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1; provided, however, that if Seller sooner obtains such estoppel certificates, Closing shall occur as soon as practicable thereafter. Notwithstanding anything in this Agreement to the contrary, if Seller has extended the Closing Date and made the efforts required herein to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1, then Closing shall occur on December 30, 2011 regardless of whether Seller has obtained such estoppel certificates. If the transaction contemplated by this Agreement fails to close by the Closing Date (as may be extended as noted above), this Agreement, and all of Buyer’s rights with respect to the acquisition of the Property, shall terminate, the parties shall have the rights and obligations as provided in Article 9, and upon request, Escrow Agent shall return to the parties, respectively (except as otherwise provided herein), the documents and funds deposited into Escrow.

Closing Procedure. The transaction contemplated Closing is anticipated to occur in escrow in accordance with the following terms and conditions: (a) Seller shall have delivered to Escrow Agent on or prior to May 25, 2011 (the “Pre-Closing Delivery Date”), this Agreement will be closed duly executed by Seller, and upon receipt of the foregoing, Escrow Agent shall have delivered to Seller this Agreement duly executed by Escrow Agent. (b) Seller shall have delivered to Escrow Agent on or prior to the Pre-Closing Delivery Date, the undated Seller’s Closing Deliveries described in Sections 5.1(a)-(d), (f)-(k), (o)-(q) and (t)-(x) of this Agreement (the “ClosingSeller’s Escrow Deliveries”). (c) Purchaser shall have delivered to Escrow Agent on or prior to the Pre-Closing Delivery Date, the sum of $30,000,000.00 (the “Good Faith Deposit”). (d) The Board of Directors of the indirect parent entity of Purchaser (the “Board of Directors”) shall have had a meeting of the Board of Directors on or about May 26, 2011 (the “Approval Date”) approving this Agreement and the transactions contemplated herein (the “Approval”). (e) Promptly following the Approval, the Purchaser shall deliver to Escrow Agent via facsimile or electronic mail, on or about the Approval Date (i) a letter confirming the Approval, (ii) this Agreement duly executed by Purchaser and (iii) the undated Purchaser’s Closing Deliveries described in Sections 5.2(a) and (c)-(e), (g) and (h) of this Agreement (the “Purchaser’s Escrow Deliveries”). (f) Upon receipt of the Agreement executed by Seller, Purchaser and Escrow Agent, the Good Faith Deposit, the Seller’s Escrow Deliveries and the Purchaser’s Escrow Deliveries (collectively, the “Closing Escrow Deliveries”), Escrow Agent shall (i) date the Agreement as of the date of the Approval Date and (ii) deliver written notice via email to Xxxxxx Xxxxxx-Xxxxxx at xxxxxxx-xxxxxx@xxxxxxxxx.xxx and Xxxxx Xxxxx at xxxxxx@xxxxxxxxxxxxx.xxx on behalf of Seller and to Xxxxxx X. Xxxxxx at xxxxxxx@xxxx.xxx and Xxxxxxx X. Xxxxxx at xxxxxxx.xxxxxx@xxxxxxx.xxx on behalf of Purchaser confirming that Escrow Agent is holding in escrow the Closing Escrow Deliveries (the “Closing Deliveries Notice”), at which time it is anticipated that the Seller, Purchaser and Escrow Agent shall verbally confirm with one another that the requirements in Sections 6.2(a)-(f) have been satisfied. (g) Upon receipt of the Closing Deliveries Notice, which is anticipated to occur on or about May 26, 2011, Seller shall properly deliver to Xxxxx Xxxxxx the Xxxxx Xxxxxx Termination Letter to the notice parties set forth on the Xxxxx Xxxxxx Termination Letter via hand delivery, signature required and via facsimile. (h) Promptly following the delivery of the Xxxxx Xxxxxx Termination Letter pursuant to the terms of this Agreement, Seller shall deliver to Purchaser, authentic delivery confirmation receipts evidencing receipt of the Xxxxx Xxxxxx Termination by Xxxxx Xxxxxx in accordance with the Xxxxx Xxxxxx Lease, each signed for by (i) the Xxxxx Xxxxxx notice parties or the personnel, employees or agents thereof or (ii) in the event of refusal of acceptance of delivery of such Xxxxx Xxxxxx Termination Letter, a certified letter from the legal representative of Seller who attempted to make such delivery certifying, inter alia, that such delivery was refused by an employee or representative of Xxxxx Xxxxxx, and, to the extent available, facsimile confirmation receipts evidencing receipt by Xxxxx Xxxxxx of the Xxxxx Xxxxxx Termination Letter, all in a form and substance satisfactory to Purchaser (the “Xxxxx Xxxxxx Termination Evidence”) and dated as of the date on which the Xxxxx Xxxxxx Termination Letter was received in accordance with the terms of the Xxxxx Xxxxxx Lease (the “Xxxxx Xxxxxx Receipt Date”), which is anticipated to occur on or about May 26, 2011. (i) Upon satisfaction of Section 6.2(h), it is anticipated that the Seller, Purchaser and Escrow Agent shall verbally confirm that the requirements under Section 6.2(h) and Section 6.1 hereof have been satisfied, and Purchaser shall deliver written notice (which such written notice may be via email or facsimile) to Escrow Agent, confirming that the Escrow Agent is (i) authorized to initiate delivery via wire transfer of an amount equal to the Good Faith Deposit, less certain closing costs, for a total amount as set forth on the Settlement Statement, but which such amount is anticipated to be approximately $21,077,587.87 to Seller pursuant to the wire instructions attached to the Settlement Statement, (ii) confirming the closing and (iii) authorizing Escrow Agent to immediately upon receipt, and without further instruction from Purchaser, wire transfer to Seller the balance of the Purchase Price due to Seller and the Amendment Fee Reimbursement, which such total amount is anticipated to be approximately $213,343,025.40, but in any event such amount as set forth on the Settlement Statement (the “Final Wire Amount”), and which such notice shall be irrevocable. (j) On the next Business Day morning following the Xxxxx Xxxxxx Receipt Date, Malaysia Time (MYT), which such date is anticipated to occur on or about May 27, 2011 MYT, and provided that the conditions in Section 6.2(i) above have been satisfied, Purchaser will send via wire transfer to Escrow Agent, the Final Wire Amount, and thereafter between 5:00 PM and 7:00 PM MYT, Purchaser shall be authorized to make such disclosures as required by Purchaser to Bursa Malaysia, and such disclosure shall not be deemed a violation or breach of Section 6.2(k), Section 6.2(p) or any other provision hereof. (k) Upon receipt of a federal reference number or equivalent evidence by Escrow Agent on December 1evidencing that Purchaser has sent the Final Wire Amount, 2011 Purchaser and Seller shall be authorized at 9:00 AM, Eastern Time (9:00 PM MYT), or such other time as agreed to by Seller and Purchaser, to release their respective press releases and disclose the transactions contemplated herein to the public, provided, however, that nothing in the foregoing shall prevent Purchaser from making such disclosures as described in Section 6.2(j) above. (l) Upon confirmation that Seller has received the Final Wire Amount, Escrow Agent shall be authorized to: (i) date the Seller’s Escrow Deliveries (excluding the Agreement) and the Purchaser’s Escrow Deliveries (excluding the Agreement), effective as of the date of the Xxxxx Xxxxxx Receipt Date (the “Closing Date”); provided, howeverwhich the Parties anticipate will be on May 26, Buyer shall have 2011; (ii) release from Escrow to the right to unilaterally extend Purchaser, the Closing Date to December 15, 2011 if Buyer has not received the Threshold Estoppels upon delivery of written notice to Seller and Escrow Agent no later than November 29, 2011 and payment of the Extension Deposit as required below. Upon receiving such notice, Seller shall open a separate escrow account with Title Company and notify Buyer thereof (which may occur by email). Buyer shall thereafter deposit an extension fee into such separate account in the amount of Twenty Million and No/100 Dollars ($20,000,000.00) (“Extension Deposit”) by the end of the next business day following Buyer’s receipt of Seller’s noticeEscrow Deliveries, excluding the Deed, which Extension Deposit shall will be non-refundable except disbursed as expressly provided herein and shall represent additional consideration for set forth below; (iii) release from Escrow to the Seller, the Purchaser’s extension of the Closing Date. Failure to timely Escrow Deliveries; (iv) make such Extension Deposit or otherwise timely close shall constitute a material breach of this Agreement. The Extension Deposit shall be considered separate and apart from other remaining disbursements as is required under the “Deposit” for all purposes hereunder, but shall be applicable to the Purchase Price at Closing. In addition to the foregoing, Seller shall have the right, upon delivery of written notice to Buyer and Escrow Agent, to unilaterally extend the Closing Date to December 30, 2011 if Seller has not been able to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1Settlement Statement; provided, however, that if Seller sooner obtains such estoppel certificates, Closing shall occur as soon as practicable thereafter. Notwithstanding anything in this Agreement to the contrary, if Seller has extended the Closing Date and made the efforts required herein to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1, then Closing shall occur on December 30, 2011 regardless of whether Seller has obtained such estoppel certificates. If the transaction contemplated by this Agreement fails to close by the Closing Date (as may be extended as noted above), this Agreement, and all of Buyer’s rights with respect to the acquisition of the Property, shall terminate, the parties shall have the rights and obligations as provided in Article 9, and upon request, Escrow Agent shall return to the parties, respectively (except as otherwise provided herein), the documents and funds deposited into Escrow.and

Closing Procedure. The Subject to Borrower providing Lender with prior written notice of at least 2 days, the closing of the transaction contemplated in this Agreement will be closed relation to the Loan (the “Loan Closing”) shall occur no later than or on August 31st, 2017, following satisfaction or waiver of all the conditions precedent to the Loan Closing, or at such other time, date and place as may be agreed by the Parties in Escrow by Escrow Agent on December 1, 2011 writing (the time and date of the Loan Closing being herein referred to as the “Loan Closing Date”). Immediately prior to the Loan Closing, the Borrower shall deliver to the Lender a certificate signed by an officer of the Borrower, in the form attached as Schedule E, confirming that all conditions precedent to the Loan Closing as set out in Section ‎3.1 above have been met and complied with. At the Loan Closing (or at the dated specified below), the following actions and occurrences will take place, all of which shall be deemed to have occurred simultaneously and no action shall be deemed to have been completed and no document or certificate shall be deemed to have been delivered, until all actions are completed and all documents and certificates delivered: 3.2.1. The Borrower shall deliver to Lender original certificates evidencing registration and perfection of the Loan Securities - except for the Equity Pledge and the Mandate to Sell - no later than 14 Business Days following the Loan Closing Date. The Lender may, at its option, put in place all the formalities necessary to have the Equity Pledge agreement formalized and registered with the competent Companies’ Business Register; 3.2.2. The Borrower shall deliver to Lender approvals of the Board of Directors of the Borrower no later than 14 Business Days following the Loan Closing Date, evidencing the nomination of the authorized signatories on behalf of the Lender and the SPV in the Bank Account, and the SPV’s Bank Accounts; providedand shall deliver to Lender approvals of the relevant banks to the Lender’s satisfaction, howeverevidencing receipt of documents nominating the authorized signatories on behalf of the Lender and the SPV in the Bank Account, Buyer and the SPV’s Bank Accountsno later than 30 Business Days following the Loan Closing Date as set forth in Section 10.9.2. 3.2.3. The Borrower shall deliver to Lender an executed irrevocable instruction notice to the SPV in the from attached hereto as Schedule F, that: (a) all Distributions to the Borrower shall be payable solely to the Bank Account; and (b) the Participator, as an observer to the Board of Directors of the SPV and of the Borrower, on behalf of the Lender, shall be invited to any such meeting and shall have the right information rights as set forth in Schedule F. The irrevocable instructions notice shall be submitted to unilaterally extend the SPV within 14 Business Days following the Loan Closing Date Date. 3.2.4. The Borrower shall deliver to December 15Lender the Subordination Agreement in the form attached hereto as Schedule B, 2011 if Buyer has not received duly signed by the Threshold Estoppels upon delivery of written notice Borrower and BSC. 3.2.5. The Borrower shall deliver to Seller and Escrow Agent no later than November 29, 2011 and payment Lender certified copies of the Extension Deposit as resolutions of BSC and Borrower’s relevant corporate bodies required below. Upon receiving such noticefor approving the execution, Seller shall open a separate escrow account with Title Company delivery and notify Buyer thereof (which may occur by email). Buyer shall thereafter deposit an extension fee into such separate account in the amount of Twenty Million and No/100 Dollars ($20,000,000.00) (“Extension Deposit”) by the end performance of the next business day Loan Documents and all other documents and actions contemplated thereby; 3.2.6. The Lender shall make the Loan, less the Transaction Fee and less the BSC’s Transaction Fee, available to the Borrower as set forth in Section 2.2 above; 3.2.7. The Borrower shall use the Loan solely as stipulated in this Agreement; 3.2.8. Within 7 Business Days following Buyerthe Loan Closing the Borrower shall provide the Lender with a resolution of the SPV’s receipt board of Seller’s notice, directors pursuant to which Extension Deposit the Participator on behalf of the Lender shall be non-refundable except invited to participate as expressly provided herein an observer in any board of directors meetings of the SPV and shall represent additional consideration for Seller’s extension receive all correspondence accordingly and have the information rights specified under Schedule F. The Borrower shall provide the Participator with all resolutions of the Closing Date. Failure to timely make shareholder meetings (written resolution and protocol of shareholder meetings) within 7 Business Days of such Extension Deposit or otherwise timely close shall constitute a material breach of this Agreement. The Extension Deposit shall be considered separate and apart from the “Deposit” for all purposes hereunder, but shall be applicable to the Purchase Price at Closing. In addition to the foregoing, Seller shall have the right, upon delivery of written notice to Buyer and Escrow Agent, to unilaterally extend the Closing Date to December 30, 2011 if Seller has not been able to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1; provided, however, that if Seller sooner obtains such estoppel certificates, Closing shall occur as soon as practicable thereafter. Notwithstanding anything in this Agreement to the contrary, if Seller has extended the Closing Date and made the efforts required herein to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1, then Closing shall occur on December 30, 2011 regardless of whether Seller has obtained such estoppel certificates. If the transaction contemplated by this Agreement fails to close by the Closing Date (as may be extended as noted above), this Agreement, and all of Buyer’s rights with respect to the acquisition of the Property, shall terminate, the parties shall have the rights and obligations as provided in Article 9, and upon request, Escrow Agent shall return to the parties, respectively (except as otherwise provided herein), the documents and funds deposited into Escrowmeeting.

Closing Procedure. The transaction contemplated in this Agreement will be closed With respect to the closing procedure, the following procedure is agreed: a) One (“Closing”1) in Escrow by Escrow Agent on December 1, 2011 (“Closing Date”); provided, however, Buyer Banking Day prior to the closing Buyers / Buyers’ Bank shall have remit the right to unilaterally extend the Closing Date to December 15, 2011 if Buyer has not received the Threshold Estoppels upon delivery balance of written notice to Seller and Escrow Agent no later than November 29, 2011 and payment of the Extension Deposit as required below. Upon receiving such notice, Seller shall open a separate escrow account with Title Company and notify Buyer thereof (which may occur by email). Buyer shall thereafter deposit an extension fee into such separate account in the amount of Twenty Million and No/100 Dollars ($20,000,000.00) (“Extension Deposit”) by the end of the next business day following Buyer’s receipt of Seller’s notice, which Extension Deposit shall be non-refundable except as expressly provided herein and shall represent additional consideration for Seller’s extension of the Closing Date. Failure to timely make such Extension Deposit or otherwise timely close shall constitute a material breach of this Agreement. The Extension Deposit shall be considered separate and apart from the “Deposit” for all purposes hereunder, but shall be applicable to the Purchase Price at Closing. In addition plus sufficient funds for bunkers, lubeolls and other monies payable pursuant to Clause 7 of this Agreement (together the Other Funds) to Sellers’ Bank„ such funds to be held by Sellers’ Bank in trust / suspense for the Buyers / Buyers’ Bank and for credit to the foregoingSellers upon presentation of a Release Letter duly signed by the Buyers. Any balance is to be returned to the Buyers / Buyers’ Bank. b) At the beginning of the closing the Deposit Holder and Sellers’ Bank will confirm to the parties that the funds are available and may be paid out to the Sellers upon receipt of a Joint Release Letter (in respect of the Deposit) and the Release Letter (in respect of the Other Funds). Further the Deposit Holder and Sellers’ Bank shall check Sellers and Buyers / Buyers’ Banks representatives identity and confirm that they have sufficient authority to release the Deposit and the other Funds. For this purpose, Seller shall have Buyers / Buyers’ Bank and Sellers’ representatives to present original passport or identity card if and as required by the right, upon Deposit Holder and/or Sellers’ Bank. c) Sellers will table all closing documents except for the Certificate of Ownership and Freedom of Encumbrances and except for the Deletion Certificate from the Bareboat Registry. d) Buyers will table their closing documents except for the Joint Release Letter and the Release Letter. e) (If required) Buyers and/or Sellers to check with the Vessel and any third parties not present at the closing that they are ready to proceed with the delivery of written notice the Vessel. Sellers to Buyer check with the German Registry that (i) the recorded mortgage(s) will be deleted and Escrow Agentthe certificate of freedom from encumbrances issued immediately after the mortgagee(s) give instructions, to unilaterally extend (ii) the Closing Date to December 30Vessel will be deleted immediately after submission of the signed protocol of delivery and acceptance, 2011 if Seller has not been able to obtain estoppel and (iii) that the relevant certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1; provided, however, that if Seller sooner obtains such estoppel certificates, Closing shall occur as soon as practicable thereafter. Notwithstanding anything in this Agreement will be provided by fax or email to the contrary, if Seller has extended closing meeting. f) The mortgagee(s) to confirm that they are ready to discharge the Closing Date and made the efforts required herein to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1, then Closing shall occur on December 30, 2011 regardless of whether Seller has obtained such estoppel certificates. If the transaction contemplated by this Agreement fails to close by the Closing Date (as may be extended as noted abovemortgage(s), this Agreement, and all of Buyer’s rights with respect to the acquisition of the Property, shall terminate, the parties shall have the rights and obligations as provided in Article 9, and upon request, Escrow Agent shall return to the parties, respectively (except as otherwise provided herein), the documents and funds deposited into Escrow.

Closing Procedure. 7.01 The transaction contemplated Purchaser will cause the Purchaser’s Solicitor to hold the Transfer and other documents delivered pursuant to section 6.02 in trust to be dealt with in accordance with this Agreement Article. 7.02 The Purchaser’s Solicitor, or the solicitor’s agent, will conduct a pre-registration search of title to the Land and, upon being satisfied that title to the Land is registered in the name of the Vendor free and clear of all liens, charges and encumbrances except the Permitted Encumbrances, the Purchaser’s Solicitor, or the solicitor’s agent, will apply to register the Transfer in the land title office. 7.03 After applying to register the Transfer in the land title office in accordance with section 7.02, the Purchaser’s Solicitor, or the solicitor’s agent, will conduct a post-deposit search of the title to the Land and, upon confirming that in the normal course of procedure in the land title office the Purchaser will be closed (“Closing”) registered as owner in Escrow by Escrow Agent on December 1, 2011 (“Closing Date”); provided, however, Buyer shall have the right to unilaterally extend the Closing Date to December 15, 2011 if Buyer has not received the Threshold Estoppels upon delivery of written notice to Seller and Escrow Agent no later than November 29, 2011 and payment fee simple of the Extension Deposit as required below. Upon receiving such noticeLand free and clear of all liens, Seller shall open a separate escrow account with Title Company charges and notify Buyer thereof (which may occur by email). Buyer shall thereafter deposit an extension fee into such separate account in encumbrances except the amount of Twenty Million and No/100 Dollars ($20,000,000.00) (“Extension Deposit”) by Permitted Encumbrances, the end Purchaser’s Solicitor, at the Purchaser’s expense, will deliver to the Vendor the balance of the next business day following Buyer’s receipt Purchase Price, and GST if any, to be remitted to the Vendor in accordance with section 3.02, a copy of Seller’s noticethe Transfer with registration particulars noted on it. 7.04 If the Purchaser is relying upon a new mortgage to finance the Purchase Price, which Extension Deposit shall be non-refundable except as expressly provided herein and shall represent additional consideration for Seller’s extension of the Purchaser, while still required to pay the Purchase Price on the Closing Date. Failure , may wait to timely make such Extension Deposit or otherwise timely close shall constitute a material breach of this Agreement. The Extension Deposit shall be considered separate and apart from the “Deposit” for all purposes hereunder, but shall be applicable to pay the Purchase Price at Closing. In addition to the foregoingVendor until after the Transfer and new mortgage documents have been lodged for registration in the land title office, Seller shall have but only if, before such lodging, the right, upon delivery of written notice to Buyer and Escrow Agent, to unilaterally extend the Closing Date to December 30, 2011 if Seller has not been able to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1; provided, however, that if Seller sooner obtains such estoppel certificates, Closing shall occur as soon as practicable thereafter. Notwithstanding anything in this Agreement Purchaser has: (a) made available for tender to the contrary, if Seller has extended Vendor that portion of the Closing Date and made the efforts required herein to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1, then Closing shall occur on December 30, 2011 regardless of whether Seller has obtained such estoppel certificates. If the transaction contemplated by this Agreement fails to close Purchase Price not secured by the Closing Date new mortgage; (as may be extended as noted above), this Agreement, and b) fulfilled all of Buyerthe new mortgagee’s rights with respect conditions for funding except lodging the mortgage for registration; and (c) made available to the acquisition Vendor the Purchaser’s Solicitor’s undertaking to pay the Purchase Price upon the lodging of the Property, shall terminate, the parties shall have the rights Transfer and obligations as provided in Article 9, and upon request, Escrow Agent shall return to the parties, respectively (except as otherwise provided herein), the documents and funds deposited into Escrownew mortgage documents.

Closing Procedure. (a) At least one business day prior to the date of Closing, Purchaser shall have delivered to Escrow Agent counterpart executed originals of the following documents and the following sums of money required to be delivered by Purchaser hereunder: (i) The transaction contemplated in this Agreement will be closed applicable Purchase Price or the Loan Payoff Amount (“Closing”depending upon each Seller's election for a purchase and sale or a Contribution) in Escrow the manner set forth in Paragraph 2; (ii) Such funds as may be necessary to comply with Purchaser's obligations hereunder regarding prorations, costs and expenses; and (iii) A signed counterpart of the Assignment of Leases, a signed counterpart of the Assignment of Service Contracts and a signed counterpart of the Amendment to Limited Partnership Agreement, executed by all required partners if any Seller shall have elected to contribute the Property for OP Units in Purchaser. (b) At least one business day prior to the date of Closing, each Seller shall have delivered to Escrow Agent on December 1, 2011 counter- part executed originals of the following documents with respect to such Seller's respective TIC Interest: (“Closing Date”); provided, however, Buyer i) A Grant Deed in the form of Exhibit "F" attached hereto and forming a part hereof; (ii) A Bixx xf Sale (the "Bixx xf Sale") in the form of Exhibit "G" attached hereto covering the Personal Property; (iii) An Assignment and Assumption of Leases and Security Agreements (the "Assignment of Leases") substantially in the form and substance of Exhibit "H" attached hereto and forming a part hereof; (iv) An Assignment and Assumption of Service and Miscellaneous Rights and Agreements (the "Assignment of Service Contracts") substantially in the form and substance of Exhibit "I" attached hereto and forming a part hereof; (v) An original counterpart of the Amendment to Limited Partnership Agreement if such Seller shall have elected to contribute the right Property to unilaterally extend Purchaser. (vi) An original counterpart of each of the Closing Date Service Contracts, Leases and keys to December 15the Property if in Sellers' possession or under its control; (vii) Notices to each of the tenants and occupants of the Property of the transfer of the Property to Purchaser; (viii) To the extent they are in Sellers' possession, 2011 if Buyer has not received a complete set of all plans, specifications and as-built drawings, and all building permits, certificates of occupancy, third-party soil reports, and environmental reports and studies relating to the Threshold Estoppels upon Improvements; (ix) All warranties and operating manuals that Sellers may have from vendors, contractors or servicing agents with respect to the physical condition of the Property or any portion thereof or the equipment located thereon; and (x) If the transaction is to be a Contribution, cash in the sum of the Security Deposits, the net prorations owing to Purchaser and Sellers' share of the costs and expenses of the transaction (it being understood that such Seller may elect to cause all such amounts to be credited to Purchaser and debited against the Purchase Price). (c) Upon delivery of written notice to Seller the foregoing sums and documents, Escrow Agent no later than November 29, 2011 and payment of the Extension Deposit as required below. Upon receiving such notice, Seller shall open a separate escrow account with cause Title Company and notify Buyer thereof to cause the Grant Deeds to be recorded (which may occur by email). Buyer shall thereafter deposit an extension fee into such separate account a special recording if necessary) in the amount Official Records of Twenty Million Los Angeles County, California, and No/100 Dollars immediately to issue the Title Policy. ($20,000,000.00d) (“Extension Deposit”) Notwithstanding anything to the contrary contained herein, Purchaser hereby agrees that the Sellers may cause the Property to be direct deeded to Purchaser by any entity holding record title to the end of the next business day following Buyer’s receipt of Seller’s notice, which Extension Deposit shall be non-refundable except Property as expressly provided herein and shall represent additional consideration for Seller’s extension of the Closing Date. Failure to timely make such Extension Deposit or otherwise timely close shall constitute a material breach of this Agreement. The Extension Deposit shall be considered separate and apart from the “Deposit” for all purposes hereunder, but shall be applicable to the Purchase Price at Closing. In addition to the foregoing, Seller shall have the right, upon delivery of written notice to Buyer and Escrow Agent, to unilaterally extend the Closing Date to December 30, 2011 if Seller has not been able to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1; provided, however, that if Seller sooner obtains such estoppel certificates, Closing shall occur as soon as practicable thereafter. Notwithstanding anything in this Agreement to the contrary, if Seller has extended the Closing Date and made the efforts required herein to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1, then Closing shall occur on December 30, 2011 regardless of whether Seller has obtained such estoppel certificates. If the transaction contemplated by this Agreement fails to close by the Closing Date (as may be extended as noted above), this Agreement, and all of Buyer’s rights with respect to the acquisition of the Property, shall terminate, the parties shall have the rights and obligations as provided in Article 9, and upon request, Escrow Agent shall return to the parties, respectively (except as otherwise provided herein), the documents and funds deposited into Escrow.

Closing Procedure. The transaction contemplated Closing is anticipated to occur in escrow in accordance with the following terms and conditions: (a) Seller shall have delivered to Escrow Agent on or prior to May 25, 2011 (the “Pre-Closing Delivery Date”), this Agreement will be closed duly executed by Seller, and upon receipt of the foregoing, Escrow Agent shall have delivered to Seller this Agreement duly executed by Escrow Agent. (b) Seller shall have delivered to Escrow Agent on or prior to the Pre-Closing Delivery Date, the undated Seller’s Closing Deliveries described in Sections 5.1(a)-(d), (f)-(k), (o)-(q) and (t)-(x) of this Agreement (the “ClosingSeller’s Escrow Deliveries”). (c) Purchaser shall have delivered to Escrow Agent on or prior to the Pre-Closing Delivery Date, the sum of $30,000,000.00 (the “Good Faith Deposit”). (d) The Board of Directors of the indirect parent entity of Purchaser (the “Board of Directors”) shall have had a meeting of the Board of Directors on or about May 26, 2011 (the “Approval Date”) approving this Agreement and the transactions contemplated herein (the “Approval”). (e) Promptly following the Approval, the Purchaser shall deliver to Escrow Agent via facsimile or electronic mail, on or about the Approval Date (i) a letter confirming the Approval, (ii) this Agreement duly executed by Purchaser and (iii) the undated Purchaser’s Closing Deliveries described in Sections 5.2(a) and (c)-(e), (g) and (h) of this Agreement (the “Purchaser’s Escrow Deliveries”). (f) Upon receipt of the Agreement executed by Seller, Purchaser and Escrow Agent, the Good Faith Deposit, the Seller’s Escrow Deliveries and the Purchaser’s Escrow Deliveries (collectively, the “Closing Escrow Deliveries”), Escrow Agent shall (i) date the Agreement as of the date of the Approval Date and (ii) deliver written notice via email to Xxxxxx Xxxxxx-Xxxxxx at xxxxxxx-xxxxxx@xxxxxxxxx.xxx and Xxxxx Xxxxx at xxxxxx@xxxxxxxxxxxxx.xxx on behalf of Seller and to Xxxxxx X. Xxxxxx at xxxxxxx@xxxx.xxx and Xxxxxxx X. Xxxxxx at xxxxxxx.xxxxxx@xxxxxxx.xxx on behalf of Purchaser confirming that Escrow Agent is holding in escrow the Closing Escrow Deliveries (the “Closing Deliveries Notice”), at which time it is anticipated that the Seller, Purchaser and Escrow Agent shall verbally confirm with one another that the requirements in Sections 6.2(a)-(f) have been satisfied. (g) Upon receipt of the Closing Deliveries Notice, which is anticipated to occur on or about May 26, 2011, Seller shall properly deliver to Xxxxx Xxxxxx the Xxxxx Xxxxxx Termination Letter to the notice parties set forth on the Xxxxx Xxxxxx Termination Letter via hand delivery, signature required and via facsimile. (h) Promptly following the delivery of the Xxxxx Xxxxxx Termination Letter pursuant to the terms of this Agreement, Seller shall deliver to Purchaser, authentic delivery confirmation receipts evidencing receipt of the Xxxxx Xxxxxx Termination by Xxxxx Xxxxxx in accordance with the Xxxxx Xxxxxx Lease, each signed for by (i) the Xxxxx Xxxxxx notice parties or the personnel, employees or agents thereof or (ii) in the event of refusal of acceptance of delivery of such Xxxxx Xxxxxx Termination Letter, a certified letter from the legal representative of Seller who attempted to make such delivery certifying, inter alia, that such delivery was refused by an employee or representative of Xxxxx Xxxxxx, and, to the extent available, facsimile confirmation receipts evidencing receipt by Xxxxx Xxxxxx of the Xxxxx Xxxxxx Termination Letter, all in a form and substance satisfactory to Purchaser (the “Xxxxx Xxxxxx Termination Evidence”) and dated as of the date on which the Xxxxx Xxxxxx Termination Letter was received in accordance with the terms of the Xxxxx Xxxxxx Lease (the “Xxxxx Xxxxxx Receipt Date”), which is anticipated to occur on or about May 26, 2011. (i) Upon satisfaction of Section 6.2(h), it is anticipated that the Seller, Purchaser and Escrow Agent shall verbally confirm that the requirements under Section 6.2(h) and Section 6.1 hereof have been satisfied, and Purchaser shall deliver written notice (which such written notice may be via email or facsimile) to Escrow Agent, confirming that the Escrow Agent is (i) authorized to initiate delivery via wire transfer of an amount equal to the Good Faith Deposit, less certain closing costs, for a total amount as set forth on the Settlement Statement, but which such amount is anticipated to be approximately $21,077,587.87 to Seller pursuant to the wire instructions attached to the Settlement Statement, (ii) confirming the closing and (iii) authorizing Escrow Agent to immediately upon receipt, and without further instruction from Purchaser, wire transfer to Seller the balance of the Purchase Price due to Seller and the Amendment Fee Reimbursement, which such total amount is anticipated to be approximately $213,343,025.40, but in any event such amount as set forth on the Settlement Statement (the “Final Wire Amount”), and which such notice shall be irrevocable. (j) On the next Business Day morning following the Xxxxx Xxxxxx Receipt Date, Malaysia Time (MYT), which such date is anticipated to occur on or about May 27, 2011 MYT, and provided that the conditions in Section 6.2(i) above have been satisfied, Purchaser will send via wire transfer to Escrow Agent, the Final Wire Amount, and thereafter between 5:00 PM and 7:00 PM MYT, Purchaser shall be authorized to make such disclosures as required by Purchaser to Bursa Malaysia, and such disclosure shall not be deemed a violation or breach of Section 6.2(k), Section 6.2(p) or any other provision hereof. (k) Upon receipt of a federal reference number or equivalent evidence by Escrow Agent on December 1evidencing that Purchaser has sent the Final Wire Amount, 2011 Purchaser and Seller shall be authorized at 9:00 AM, Eastern Time (9:00 PM MYT), or such other time as agreed to by Seller and Purchaser, to release their respective press releases and disclose the transactions contemplated herein to the public, provided, however, that nothing in the foregoing shall prevent Purchaser from making such disclosures as described in Section 6.2(j) above. (l) Upon confirmation that Seller has received the Final Wire Amount, Escrow Agent shall be authorized to: (i) date the Seller’s Escrow Deliveries (excluding the Agreement) and the Purchaser’s Escrow Deliveries (excluding the Agreement), effective as of the date of the Xxxxx Xxxxxx Receipt Date (the “Closing Date”), which the Parties anticipate will be on May 26, 2011; (ii) release from Escrow to the Purchaser, the Seller’s Escrow Deliveries, excluding the Deed, which will be disbursed as set forth below; (iii) release from Escrow to the Seller, the Purchaser’s Escrow Deliveries; (iv) make such other remaining disbursements as is required under the Settlement Statement; providedand (vi) record the Deed in the Public Records of Miami-Dade County, however, Buyer Florida and deliver evidence of same to Purchaser and Title Company. (m) Seller shall have deliver the right balance of the Seller’s Closing Deliveries pursuant to unilaterally extend Section 5.1. (n) Escrow Agent shall hold the Closing Date to December 15Escrow Deliveries, 2011 if Buyer has not received the Threshold Estoppels upon delivery balance of written notice to Seller and Escrow Agent no later than November 29, 2011 and payment of the Extension Deposit as required below. Upon receiving such notice, Seller shall open a separate escrow account with Title Company and notify Buyer thereof (which may occur by email). Buyer shall thereafter deposit an extension fee into such separate account in the amount of Twenty Million and No/100 Dollars ($20,000,000.00) (“Extension Deposit”) by the end of the next business day following Buyer’s receipt of Seller’s notice, which Extension Deposit shall be non-refundable except as expressly provided herein and shall represent additional consideration for Seller’s extension of the Closing Date. Failure to timely make such Extension Deposit or otherwise timely close shall constitute a material breach of this Agreement. The Extension Deposit shall be considered separate and apart from the “Deposit” for all purposes hereunder, but shall be applicable to the Purchase Price at Closing. In addition pursuant to the foregoing, Seller shall have Settlement Statement and the right, upon delivery of written notice to Buyer and Escrow Agent, to unilaterally extend the Closing Date to December 30, 2011 if Seller has not been able to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1; provided, however, that if Seller sooner obtains such estoppel certificates, Closing shall occur as soon as practicable thereafter. Notwithstanding anything in this Agreement to the contrary, if Seller has extended the Closing Date and made the efforts required herein to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1, then Closing shall occur on December 30, 2011 regardless of whether Seller has obtained such estoppel certificates. If the transaction contemplated by this Agreement fails to close by the Closing Date (as may be extended as noted above), this Agreement, and all of Buyer’s rights with respect to the acquisition reimbursement of the PropertyAmendment Fee pursuant to Section 11.15 hereof in accordance with the terms of Section 11.10 hereof. (o) In the event that the Approval does not occur by May 31, shall terminate2011, the parties shall have the rights or upon joint written instructions of Seller and obligations as provided in Article 9, and upon requestPurchaser, Escrow Agent shall return to the partiesSeller, respectively (except as otherwise provided herein)Seller’s execution page(s) of the Agreement and Seller’s Escrow Deliveries and the Escrow Agent shall return to the Purchaser, Purchaser’s execution page(s) of the Agreement, the documents Purchaser’s Escrow Deliveries, the balance of the Purchase Price and funds deposited into Escrowthe reimbursement of the Amendment Fee to Purchaser. (p) Seller and Purchaser shall cooperate with each other in the preparation and dissemination of any public announcement which shall disclose the Closing or the transactions contemplated in this Agreement. The Parties shall cooperate and shall agree on the terms of the transaction to be disclosed in any statement given to the press or any other public body to which such information shall be transmitted.

Closing Procedure. (i) At Closing, Buyer will deliver the Purchase Price to Seller, conditioned on Seller's delivery of the Deed, in the form attached hereto as Exhibit C, conveying the Property to Buyer, free and clear of all liens, encumbrances, title defects, and exceptions other than Permitted Encumbrances, and the Title Company's delivery of the marked-up copy of the Title Commitment (or pro forma policy) to Buyer in accordance with Section 6 above. (ii) Possession of the Property will be delivered to the Buyer at Closing, in the same condition as it existed on the Contract Date, ordinary wear and tear and casualty excepted. (iii) At Closing, Buyer and Seller will execute and deliver the Assignment And Assumption Of Lease attached hereto as Exhibit D (the "Assignment"), in accordance with Section 12 below. (iv) At Closing, Buyer and Seller will execute and deliver the Temporary Parking Lot Access Agreement attached as Exhibit E. (v) At Closing, Seller will execute and deliver to Buyer an access easement agreement, in a form to be agreed upon by the Parties' and their respective counsel, under which Seller will grant to Buyer a non-exclusive easement for pedestrian and vehicular access over and across the eastern half of Outlot A and a portion of the eastern half of Outlot B as said outlots are shown on the recorded plat of Vail's Subdivision (First Replat) recorded on October 4, 2013, as Document No. 1330638 in the Office ofthe Recorder of St. Xxxxxx County (the "Access Easement Agreement"). The transaction contemplated in this purpose of the Access Easement Agreement will be closed (“Closing”) to permit Buyer various access points to the Building in Escrow by Escrow Agent on December 1, 2011 (“Closing Date”); provided, however, Buyer shall have the right to unilaterally extend the Closing Date to December 15, 2011 if Buyer has not received the Threshold Estoppels upon delivery service of written notice to Seller and Escrow Agent no later than November 29, 2011 and payment its anticipated storage-related use of portions of the Extension Deposit as required below. Upon receiving such notice, Seller shall open a separate escrow account with Title Company and notify Buyer thereof (which may occur by email)Building. Buyer shall thereafter deposit an extension fee into such separate account in the amount of Twenty Million and No/100 Dollars ($20,000,000.00) (“Extension Deposit”) by the end will be responsible for all maintenance of the next business day following Buyer’s receipt of Seller’s notice, which Extension Deposit shall be non-refundable except as expressly provided herein and shall represent additional consideration for Seller’s extension of the Closing Date. Failure to timely make such Extension Deposit or otherwise timely close shall constitute a material breach of this Agreement. The Extension Deposit shall be considered separate and apart from the “Deposit” for all purposes hereunder, but shall be applicable easement area subject to the Purchase Price at Closing. In addition to the foregoing, Seller shall have the right, upon delivery of written notice to Buyer and Escrow Agent, to unilaterally extend the Closing Date to December 30, 2011 if Seller has not been able to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1; provided, however, that if Seller sooner obtains such estoppel certificates, Closing shall occur as soon as practicable thereafter. Notwithstanding anything in this Agreement to the contrary, if Seller has extended the Closing Date and made the efforts required herein to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1, then Closing shall occur on December 30, 2011 regardless of whether Seller has obtained such estoppel certificates. If the transaction contemplated by this Agreement fails to close by the Closing Date (as may be extended as noted above), this Access Easement Agreement, and all of Buyer’s rights with respect to the acquisition of the Property, shall terminate, the parties shall have the rights and obligations as provided in Article 9, and upon request, Escrow Agent shall return to the parties, respectively (except as otherwise provided herein), the documents and funds deposited into Escrow.

Closing Procedure. The transaction contemplated in this Agreement 4.1 Delivery and sale of the Subscription Receipts and payment of the Subscription Amount will be closed completed (the “Closing”) via electronic exchange or at the offices of the Issuer’s counsel, Sangra Moller LLP, in Escrow by Escrow Agent Vancouver, British Columbia at such time (the “Closing Time”) on December 1, 2011 such date (the “Closing Date”); provided) as the Issuer and the Agent may mutually determine, howeverand the delivery of certificates representing the Subscription Receipts shall be made in Vancouver, Buyer shall have the right to unilaterally extend British Columbia. If, by the Closing Date Time, the terms and conditions contained in this Subscription Agreement and the Agency Agreement have been complied with to December 15, 2011 if Buyer has not received the Threshold Estoppels upon delivery of written notice to Seller and Escrow Agent no later than November 29, 2011 and payment satisfaction of the Extension Deposit as required below. Upon receiving such notice, Seller shall open a separate escrow account with Title Company Issuer and notify Buyer thereof (which may occur by email). Buyer shall thereafter deposit an extension fee into such separate account in the amount of Twenty Million and No/100 Dollars ($20,000,000.00) (“Extension Deposit”) Agent or waived by the end Issuer and the Agent, the Agent shall deliver all completed Subscription Agreements, which shall be countersigned by the Issuer, and such other documentation as may be required pursuant to this Subscription Agreement and the Agency Agreement to the Issuer and the aggregate Subscription Amount for Subscription Receipts has been paid in accordance with the terms hereof, the Issuer shall deliver to the Agent (i) certificates representing the Subscription Receipts; and (ii) such other documentation as may be required pursuant to this Subscription Agreement and the Agency Agreement. 4.2 If, prior to the Closing Time, the terms and conditions contained in this Subscription (other than evidence of issue of the next business day following Buyer’s receipt Subscription Receipts) and the Agency Agreement have not been complied with to the satisfaction of Seller’s noticethe Agent or the Issuer, or waived by the Agent or the Issuer, as applicable, the Agent, the Issuer and the Subscriber will have no further obligations under this Subscription. 4.3 In the event that the purchase and sale of the Subscription Receipts contemplated by this Subscription and the Agency Agreement are not otherwise completed or only completed in part, the Issuer shall, as the case may be, immediately return this Subscription and the total Subscription Amount for the subscribed Subscription Receipts or return the part of the Subscription Amount representing the number of Subscription Receipts in respect of which Extension Deposit shall be non-refundable except this Subscription was not completed, all without interest or deduction. 4.4 The Subscriber, on its own behalf and on behalf of any Disclosed Principal for whom the Subscriber is contracting under this Subscription, acknowledges and agrees that the Issuer and the Agent are relying on the truth and accuracy of the representations, warranties, acknowledgments and agreements of the Subscriber contained in this Subscription as expressly provided herein of the date of this Subscription, and shall represent additional consideration for Seller’s extension as of the Closing Date. Failure to timely make such Extension Deposit or otherwise timely close shall constitute a material breach Time as if made at and as of this Agreement. The Extension Deposit shall be considered separate and apart from the “Deposit” for all purposes hereunder, but shall be applicable to the Purchase Price at Closing. In addition to the foregoing, Seller shall have the right, upon delivery of written notice to Buyer and Escrow Agent, to unilaterally extend the Closing Date to December 30Time, 2011 if Seller has not been able to obtain estoppel certificates from and that completion of the Existing Occupants listed on Schedule 1 of EXHIBIT I-1; provided, however, that if Seller sooner obtains such estoppel certificates, Closing shall occur as soon as practicable thereafter. Notwithstanding anything in this Agreement to the contrary, if Seller has extended the Closing Date and made the efforts required herein to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1, then Closing shall occur on December 30, 2011 regardless of whether Seller has obtained such estoppel certificates. If the transaction transactions contemplated by this Agreement fails Subscription are subject to close by fulfillment of the following additional conditions prior to the Closing Date Time: (a) at or prior to 4:00 p.m. (Vancouver time) on the day which is at least two business days prior to the Closing Date: (i) the Subscriber having made payment arrangements for the Subscription Amount in a manner acceptable to the Agent; (ii) the Subscriber having properly completed, signed and delivered this Subscription Agreement (including all applicable schedules and Forms attached hereto) to: Name & Title: Xxxxx Xxxxxx, Managing Director Issuer Name: Research Capital Corporation Address:#1920 – 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0 Email Address: xxxxxxx@xxxxxxxxxxxxxxx.xxx (please see the Instructions listed on the face page hereof); (b) the Subscriber having executed and returned to the Issuer, at the Issuer’s request, all other documents as may be extended required by the Applicable Securities Laws or any other laws for delivery by the Issuer on behalf of the Subscriber; (c) the Issuer having obtained all necessary approvals and consents, including any necessary regulatory approvals, in respect of the Offering; (d) the Issuer having accepted the Subscriber’s subscription, in whole or in part; (e) the truth and accuracy, at the time of acceptance and as noted above)at Closing, of the Subscriber’s representations warranties and acknowledgements under this Subscription Agreement, ; (f) the closing conditions contained in the Agency Agreement having been satisfied or waived by the relevant party; and (g) the issue and all sale of Buyer’s rights with respect the Subscription Receipts being exempt from the requirement to file a prospectus or registration statement under Applicable Securities Laws relating to the acquisition sale of the PropertySubscription Receipts, shall terminateor the Issuer having received such orders, consents or approvals as may be required to permit such sale without the parties shall have the rights and obligations as provided in Article 9, and upon request, Escrow Agent shall return requirement to the parties, respectively (except as otherwise provided herein), the documents and funds deposited into Escrowfile a prospectus or registration statement.

Closing Procedure. The transaction contemplated closing ("Closing") of the transactions provided herein shall be consummated at a closing conference ("Closing Conference"), which shall be held on the Closing Date at Seller's offices at 900 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, or at the offices of Lincoln National, if required by Lincoln National in this Agreement will be closed (“Closing”) in Escrow by Escrow Agent on December 1connection with the assumption of the Lincoln National Loan. As used herein, 2011 (“"Closing Date”); " means, subject to paragraphs 5C, 5D and 5E, above, July 13, 1999, provided, however, that Buyer shall have the right to unilaterally may extend the Closing Date to December 15August 10, 2011 if Buyer has not received the Threshold Estoppels upon delivery of 1999 by giving Seller written notice at least three (3) days prior to Seller and Escrow Agent no later than November 29the originally scheduled Closing Date. If Buyer extends the Closing Date, 2011 and payment of the Extension Deposit as required below. Upon receiving such notice, Seller shall open a separate escrow account with Title Company and notify Buyer thereof (which may occur by email). Buyer shall thereafter will deposit an extension fee into such separate account in the amount of Twenty Million additional Two Hundred Fifty Thousand and No/100 Dollars ($20,000,000.00250,000) (“Extension Deposit”) to be added to and made a part of the Escrow Deposit and held by the end of the next business day following Buyer’s receipt of Seller’s notice, which Extension Deposit shall be non-refundable except as expressly provided herein and shall represent additional consideration for Seller’s extension of the Closing DateEscrow Holder. Failure to timely make such Extension Deposit or otherwise timely close shall constitute a material breach of this Agreement. The Extension Deposit shall be considered separate and apart from the “Deposit” for all purposes hereunder, but shall be applicable to the Purchase Price at Closing. In addition to the foregoing, Seller shall have the right, upon delivery of written notice to Buyer and Escrow Agent, to unilaterally extend the Closing Date to December 30, 2011 if If Seller has not been able to obtain estoppel certificates from satisfied the Existing Occupants listed conditions precedent contained in Paragraphs 5A, 5C, 5D, 5E, 5F and 5I on Schedule 1 of EXHIBIT I-1; provided, however, that if Seller sooner obtains such estoppel certificates, Closing shall occur as soon as practicable thereafter. Notwithstanding anything in this Agreement to the contrary, if Seller has extended the Closing Date and made the efforts required herein to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1, then Closing shall occur on December 30, 2011 regardless of whether Seller has obtained such estoppel certificates. If the transaction contemplated by this Agreement fails to close by or before the Closing Date (as the same may be extended as noted abovepursuant to the terms of this Agreement), then the Escrow Deposit shall be deemed non-refundable and, except as otherwise expressly provided in Paragraph 5H, in the event that the transaction shall not close on the Closing Date (as the same may be extended pursuant to the terms of this Agreement), Buyer shall be deemed to be in default of this Agreement and pursuant to Paragraph 9 of this Agreement, the Escrow Deposit shall be delivered to Seller as full compensation and all liquidated damages under and in connection with this Agreement. For the purposes of the preceding sentence, Seller shall be deemed to have satisfied the conditions precedent contained in Paragraphs 5A, 5C, 5D, 5E and 5F if the following occurs: (1) with respect to Paragraph 5A, the Title Company shall be ready, willing and able to issue the Title Policy subject the performance on the Closing Date of each of Buyer’s rights 's and Seller's obligations with respect to Exhibit "M"; (2) with respect to Paragraph 5C, Buyer shall have received the required Reaffirmation and Update Letters and/or Limited Estoppels, as applicable (or Seller shall have delivered to the Title Company the Seller Estoppel Update Certificates and/or Seller Limited Estoppels); (3) with respect to Paragraph 5D, Buyer shall have received the required Anchor Reaffirmations (or Seller shall have delivered to the Title Company the Seller Anchor Update Certificates); (4) with respect to Paragraph 5E, Lincoln National shall be ready, willing and able to deliver the Lender Agreements subject the performance on the Closing Date of each of Buyer's and Seller's obligations with respect to the acquisition delivery of the Propertysuch Lender Agreements; and (5) with respect to Pxxxxxxxx 0X, shall terminate, the parties Xxxxx shall have received the rights required Theater Estoppel (or Silver Cinemas shall be ready, willing and obligations able to deliver the Theater Estoppel subject the execution and delivery by Lincoln National, Buyer and/or Seller, as provided applicable, of such Theater Estoppel) and Seller shall have satisfied the other conditions precedent contained in Article 9, subparagraphs 5F(1) and upon request, Escrow Agent shall return to the parties, respectively (except as otherwise provided herein2), the documents and funds deposited into Escrow.

Closing Procedure. The transaction contemplated deed shall be recorded upon clearance of funds. If the title agent insures adverse matters pursuant to Section 627.7841, 200 F.S., as amended, the escrow and closing procedure required by this “AS IS” Standard shall be waived. Unless waived as set forth above the following clos- 201 “AS IS” STANDARDS FOR REAL ESTATE TRANSACTIONS (CONTINUED) 202 ing procedures shall apply: (1) all closing proceeds shall be held in this Agreement will escrow by the Closing Agent for a period of not more than 5 days after Closing; (2) if Seller’s 203 title is rendered unmarketable, through no fault of Buyer, Buyer shall, within the 5 day period, notify Seller in writing of the defect and Seller shall have 30 days 204 from date of receipt of such notification to cure the defect; (3) if Seller fails to timely cure the defect, all deposits and closing funds shall, upon written demand 205 by Xxxxx and within 5 days after demand, be closed (“Closing”) in Escrow by Escrow Agent on December 1returned to Buyer and, 2011 (“Closing Date”); provided, howeversimultaneously with such repayment, Buyer shall have return the right Personal Property, vacate the 206 Real Property and reconvey the Property to unilaterally extend the Closing Date to December 15, 2011 Seller by special warranty deed and bill of sale; and (4) if Buyer has not received the Threshold Estoppels upon delivery of written notice fails to Seller and Escrow Agent no later than November 29make timely demand for refund, 2011 and payment of the Extension Deposit as required below. Upon receiving such notice, Seller shall open a separate escrow account with Title Company and notify Buyer thereof (which may occur by email). Buyer shall thereafter deposit an extension fee into such separate account in the amount of Twenty Million and No/100 Dollars ($20,000,000.00) (“Extension Deposit”) by the end of the next business day following Buyer’s receipt of Seller’s notice207 take title as is, which Extension Deposit shall be non-refundable waiving all rights against Seller as to any intervening defect except as expressly provided herein and shall represent additional consideration for Seller’s extension of the Closing Date. Failure to timely make such Extension Deposit or otherwise timely close shall constitute a material breach of this Agreement. The Extension Deposit shall be considered separate and apart from the “Deposit” for all purposes hereunder, but shall be applicable to the Purchase Price at Closing. In addition to the foregoing, Seller shall have the right, upon delivery of written notice to Buyer and Escrow Agent, to unilaterally extend the Closing Date to December 30, 2011 if Seller has not been able to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1; provided, however, that if Seller sooner obtains such estoppel certificates, Closing shall occur as soon as practicable thereafter. Notwithstanding anything in this Agreement to the contrary, if Seller has extended the Closing Date and made the efforts required herein to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1, then Closing shall occur on December 30, 2011 regardless of whether Seller has obtained such estoppel certificates. If the transaction contemplated by this Agreement fails to close by the Closing Date (as may be extended available to Buyer by virtue of warranties contained in the deed 208 or bill of sale 209 Q. ESCROW: Any Closing Agent or escrow agent (collectively “Agent”) receiving funds or equivalent is authorized and agrees by acceptance of them to deposit 210 them promptly, hold same in escrow and, subject to clearance, disburse them in accordance with terms and conditions of this Contract. Failure of funds to 211 clear shall not excuse Xxxxx’s performance. If in doubt as noted above)to Agent’s duties or liabilities under the provisions of this Contract, this AgreementAgent may, and all of Buyerat Agent’s rights with respect option, con- 212 tinue to hold the acquisition subject matter of the Property, shall terminate, escrow until the parties hereto agree to its disbursement or until a judgment of a court of competent jurisdiction shall have 213 determine the rights and obligations as provided in Article 9, and upon request, Escrow Agent shall return to of the parties, respectively (or Agent may deposit same with the clerk of the circuit court having jurisdiction of the dispute. An attorney who represents 214 a party and also acts as Agent may represent such party in such action. Upon notifying all parties concerned of such action, all liability on the part of Agent 215 shall fully terminate, except to the extent of accounting for any items previously delivered out of escrow. If a licensed real estate broker, Agent will comply with 216 provisions of Chapter 475, F.S., as otherwise provided herein)amended. Any suit between Xxxxx and Seller wherein Agent is made a party because of acting as Agent hereunder, or in 217 any suit wherein Agent interpleads the subject matter of the escrow, Agent shall recover reasonable attorney’s fees and costs incurred with these amounts to 218 be paid from and out of the escrowed funds or equivalent and charged and awarded as court costs in favor of the prevailing party. The Agent shall not be liable 219 to any party or person for misdelivery to Buyer or Seller of items subject to the escrow, unless such misdelivery is due to willful breach of the provisions of this 220 Contract or gross negligence of Agent. 221 R. ATTORNEY’S FEES; COSTS: In any litigation, including breach, enforcement or interpretation, arising out of this Contract, the documents prevailing party in such liti- 222 gation, which, for purposes of this ”AS IS” Standard, shall include Seller, Buyer and funds deposited into Escrowany brokers acting in agency or nonagency relationships authorized by 223 Chapter 475, F.S., as amended, shall be entitled to recover from the non-prevailing party reasonable attorney’s fees, costs and expenses.

Closing Procedure. The transaction contemplated in this Agreement will be closed (“Closing”) in Escrow by Escrow Agent on December 1, 2011 (“Closing Date”); provided, however, Buyer shall have the right to unilaterally extend the Closing Date to December 15, 2011 if Buyer has not received the Threshold Estoppels upon delivery of Upon written notice to the Seller by the Purchaser related to the stagged takedown of square footage within the Pike Property and Escrow Agent no later than November 29, 2011 and payment after the recording of the Extension Deposit Final Plat for the square footage being requested of the Pike Property, the consummation of the purchase and sale contemplated hereby (herein referred to as required belowthe "Closing") shall be held on the Forty Fifth (45th) Calendar Day or before, or next mutually agreeable business day if that 45th calendar day falls on a weekend or observed holiday without extension penalties being assessed to the Purchaser, after satisfaction of all of the Development Contingencies, or waiver thereof by Purchaser, for each specific parcel identified on the recorded Final Plat at the law offices of XxXxxxx & Kornheiser, LLC, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000,Xxxxxxx, Xxxxxxx 00000. Upon receiving such noticeThe portion of the Pike Property that has been recorded on the Final Plat shall be conveyed by Seller to Purchaser at Closing by deed, with limited warranty of title, subject to and only to the Permitted Title Exceptions. Said deed shall be duly witnessed and attested and otherwise in form suitable for recording. Seller shall open a separate escrow account with Title Company and notify Buyer thereof (which may occur by email). Buyer shall thereafter deposit an extension fee into such separate account in the amount of Twenty Million and No/100 Dollars ($20,000,000.00) (“Extension Deposit”) by the end deliver vacant possession of the next business day following Buyer’s receipt of Seller’s notice, which Extension Deposit shall be non-refundable except as expressly provided herein and shall represent additional consideration for Seller’s extension of the Closing Date. Failure Pike Property to timely make such Extension Deposit or otherwise timely close shall constitute a material breach of this Agreement. The Extension Deposit shall be considered separate and apart from the “Deposit” for all purposes hereunder, but shall be applicable to the Purchase Price Purchaser at Closing. In addition Should the legal description of the Pike Property taken from the recorded Final Plat differ in any material respect from the legal description in the deed by which Seller acquired the Subject Property, then the limited warranty deed delivered to Purchaser at Closing shall describe the foregoingPike Property as described in said acquisition deed, and Seller shall have the rightat Closing, upon delivery request of written notice Purchaser, also execute and deliver to Buyer Purchaser a quitclaim deed conveying the Pike Property to Purchaser and Escrow Agent, to unilaterally extend describing the Closing Date to December 30, 2011 if Seller has not been able to obtain estoppel certificates from Pike Property in accordance with the Existing Occupants listed on Schedule 1 of EXHIBIT I-1; provided, however, that if Seller sooner obtains such estoppel certificates, Closing shall occur as soon as practicable thereafter. Notwithstanding anything in this Agreement to the contrary, if Seller has extended the Closing Date and made the efforts required herein to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1, then Closing shall occur on December 30, 2011 regardless of whether Seller has obtained such estoppel certificates. If the transaction contemplated by this Agreement fails to close by the Closing Date (as may be extended as noted above), this Agreement, and all of Buyer’s rights with respect to the acquisition of the Property, shall terminate, the parties shall have the rights and obligations as provided in Article 9, and upon request, Escrow Agent shall return to the parties, respectively (except as otherwise provided herein), the documents and funds deposited into Escrowrecorded Final Plat.

Closing Procedure. The transaction contemplated in this Agreement will be closed With respect to the closing procedure, the following procedure is agreed: a) One (“Closing”1) in Escrow by Escrow Agent on December 1, 2011 (“Closing Date”); provided, however, Buyer Banking Day prior to the closing Buyers / Buyers Bank shall have remit the right to unilaterally extend the Closing Date to December 15, 2011 if Buyer has not received the Threshold Estoppels upon delivery balance of written notice to Seller and Escrow Agent no later than November 29, 2011 and payment of the Extension Deposit as required below. Upon receiving such notice, Seller shall open a separate escrow account with Title Company and notify Buyer thereof (which may occur by email). Buyer shall thereafter deposit an extension fee into such separate account in the amount of Twenty Million and No/100 Dollars ($20,000,000.00) (“Extension Deposit”) by the end of the next business day following Buyer’s receipt of Seller’s notice, which Extension Deposit shall be non-refundable except as expressly provided herein and shall represent additional consideration for Seller’s extension of the Closing Date. Failure to timely make such Extension Deposit or otherwise timely close shall constitute a material breach of this Agreement. The Extension Deposit shall be considered separate and apart from the “Deposit” for all purposes hereunder, but shall be applicable to the Purchase Price at Closing. In addition plus sufficient funds for lubeoils and other monies payable pursuant to Clause 7 of this Agreement (together the Other Funds) to Sellers Bank, such funds to be held by Sellers Bank in trust / suspense for the Buyers / Buyers’ Bank and for credit to the foregoingSellers upon presentation of a Release Letter duly signed by the Buyers. Any balance is to be returned to the Buyers / Buyers’ Bank. b) At the beginning of the closing the Deposit Holder and Sellers’ Bank will confirm to the parties that the funds are available and may be paid out to the Sellers upon receipt of a Joint Release Letter (in respect of the Deposit) and the Release Letter (in respect of the Other Funds). Further the Deposit Holder and Sellers’ Bank shall check Sellers and Buyers / Buyers’ Bank’s representatives identity and confirm that they have sufficient authority to release the Deposit and the Other Funds. For this purpose, Seller shall have Buyers / Buyers’ Bank and Sellers representatives to present original passport or identity card if and as required by the right, upon Deposit Holder and/or Sellers’ Bank. c) Sellers will table all closing documents except for the Certificate of Ownership and Freedom of Encumbrances and except for the Deletion Certificate from the Bareboat Registry. d) Buyers will table their closing documents except for the Joint Release Letter and the Release Letter. e) (If required) Buyers and/or Sellers to check with the Vessel and any third parties not present at the closing that they are ready to proceed with the delivery of written notice the Vessel. Sellers to Buyer check with the German Registry that (i) the recorded mortgage(s) will be deleted and Escrow Agentthe certificate of freedom from encumbrances issued immediately after the mortgagee(s) give instructions, to unilaterally extend (ii) the Closing Date to December 30Vessel will be deleted immediately after submission of the signed protocol of delivery and acceptance, 2011 if Seller has not been able to obtain estoppel and (iii) that the relevant certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1; provided, however, that if Seller sooner obtains such estoppel certificates, Closing shall occur as soon as practicable thereafter. Notwithstanding anything in this Agreement will be provided by fax or email to the contrary, if Seller has extended closing meeting. f) The mortgagee(s) to confirm that they are ready to discharge the Closing Date and made the efforts required herein to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1, then Closing shall occur on December 30, 2011 regardless of whether Seller has obtained such estoppel certificates. If the transaction contemplated by this Agreement fails to close by the Closing Date (as may be extended as noted abovemortgage(s), this Agreement, and all of Buyer’s rights with respect to the acquisition of the Property, shall terminate, the parties shall have the rights and obligations as provided in Article 9, and upon request, Escrow Agent shall return to the parties, respectively (except as otherwise provided herein), the documents and funds deposited into Escrow.

Closing Procedure. The transaction contemplated in this Agreement will be closed At the Closing, a. Seller shall: i. Execute and deliver to the escrow agent for recording a special warranty deed, conveying title to the Property to Buyer, subject to the Permitted Exceptions; ii. Execute and deliver the Ground Lease, and the related Memorandum and Notice of Lease and Option to Purchase Real Estate; iii. Execute and deliver that certain Public Improvements Use Fee Agreement, and any Related Documents (as such term is defined therein); iv. Execute and deliver that certain Xxxxxxxx’s Consent of Assignment; x. Xxxxx the escrow agent to deliver to Buyer a standard owner’s policy of title insurance (“ClosingTitle Policy”) in Escrow by Escrow Agent on December 1, 2011 (“Closing Date”); provided, however, Buyer shall have the right to unilaterally extend the Closing Date to December 15, 2011 if Buyer has not received the Threshold Estoppels upon delivery of written notice to Seller and Escrow Agent no later than November 29, 2011 and payment total amount of the Extension Deposit Purchase Price in which Buyer appears as required belowthe insured, subject only to Permitted Exceptions. Upon receiving such noticeShould Buyer desire extended coverage or policy endorsements, Seller shall open a separate cause the escrow account with Title Company and notify Buyer thereof (which may occur by email). agent to deliver the same, provided that Buyer shall thereafter deposit an extension fee into such separate account in pay for any additional premiums or other costs; and vi. Execute all documents and do all things reasonably required to close the amount of Twenty Million and No/100 Dollars ($20,000,000.00) (“Extension Deposit”) transaction, including, without limitation, execute all documents reasonably requested by the end of the next business day following escrow agent or Buyer’s receipt of Seller’s notice, which Extension Deposit shall be non-refundable except such as expressly provided herein and shall represent additional consideration for Seller’s extension of the Closing Date. Failure to timely make such Extension Deposit or otherwise timely close shall constitute a material breach of this Agreement. The Extension Deposit shall be considered separate and apart from the “Deposit” for all purposes hereunder, but shall be applicable to settlement statements. b. Buyer shall: i. Deliver the Purchase Price at Closingis readily available funds;[Discuss timing of closing and MBOI loan funding.] ii. In addition to the foregoingExecute and deliver that certain special warranty deed and bill of sale, Seller shall have the right, upon delivery of written notice to Buyer and Escrow Agentaccompanying escrow agreement, to unilaterally extend the Closing Date to December 30, 2011 be held and released by escrow agent if Seller has not been able exercises its option to obtain estoppel certificates from purchase the Existing Occupants listed on Schedule 1 Property; iii. Execute and deliver the Ground Lease, and the related Memorandum and Notice of EXHIBIT I-1; provided, however, Lease and Option to Purchase Real Estate; iv. Execute and deliver that if Seller sooner obtains such estoppel certificates, Closing shall occur as soon as practicable thereafter. Notwithstanding anything in this Agreement to the contrary, if Seller has extended the Closing Date and made the efforts required herein to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1, then Closing shall occur on December 30, 2011 regardless of whether Seller has obtained such estoppel certificates. If the transaction contemplated by this Agreement fails to close by the Closing Date (as may be extended as noted above), this certain Public Improvements Use Fee Agreement, and any Related Documents (as such term is defined therein); v. Execute and deliver that certain Xxxxxxxx’s Consent of Assignment; and vi. Execute all of Buyer’s rights with respect to the acquisition of the Property, shall terminate, the parties shall have the rights and obligations as provided in Article 9, and upon request, Escrow Agent shall return to the parties, respectively (except as otherwise provided herein), the documents and funds deposited into Escrowdo all things reasonably required to close the transaction, including, without limitation, execute all documents reasonably requested by the escrow agent or Seller, such as settlement statements.

Closing Procedure. The transaction Company shall promptly deliver to Purchasers' counsel, in trust, Notes and Warrants, registered in the names of the Purchasers as indicated on the signature pages to this Agreement, representing all of the Notes and all of the Warrants, with instructions that such Notes and Warrants are to be held in escrow for release to the Purchasers only upon payment of the Purchase Price to the Company and confirmation of receipt by the Company or its counsel. Upon receipt by counsel to the Purchasers of the Notes and Warrants and the execution and/or delivery of such other documents contemplated hereby to be executed and/or delivered on or prior to the Closing, each Purchaser shall promptly cause a wire transfer in this Agreement will same day funds to be closed (“Closing”) sent to the account of the Company as instructed in Escrow writing by Escrow Agent on December 1the Company, 2011 (“Closing Date”); providedin an amount representing the Purchase Price for such Purchaser, provided however, Buyer shall have that The Tail Wind Fund Ltd. ("Tail Wind") may, at its option, pay a portion of its Purchase Price by surrendering to the right Company that certain 7.5% Convertible Debenture Due December 17, 2002 in the original principal amount of $1 million which was issued to unilaterally extend Tail Wind on or about December 17, 1999 (the "Debenture"). If Tail Wind elects to so pay a portion of the Purchase Price by surrendering the Debenture, then (a) the aggregate amount of principal and accrued interest outstanding under the Debenture as of the Closing Date shall be applied toward payment of the Purchase Price hereunder, with the remainder payable in cash, and (b) the principal amount under the Note issued to December 15, 2011 if Buyer has not received Tail Wind shall be divided into two separate tranches as provided in the Threshold Estoppels upon delivery form of written notice to Seller and Escrow Agent no later than Note. As of November 29, 2011 and payment of 2002 the Extension Deposit as required below. Upon receiving such notice, Seller shall open a separate escrow account with Title Company and notify Buyer thereof (which may occur by email). Buyer shall thereafter deposit an extension fee into such separate account in the aggregate amount of Twenty Million principal and No/100 Dollars (accrued interest outstanding under the Debenture is or will be equal to $20,000,000.00) (“Extension Deposit”) by 1,031,042. On the end of date the next business day following Buyer’s receipt of Seller’s noticeCompany or its counsel receives such funds and, which Extension Deposit if applicable, the surrendered Debenture, the Notes and the Warrants shall be non-refundable except as expressly provided herein released to the Purchasers (and such date shall represent additional consideration for Seller’s extension of be deemed the "Closing Date. Failure to timely make such Extension Deposit or otherwise timely close shall constitute a material breach of this Agreement. The Extension Deposit shall be considered separate and apart from the “Deposit” for all purposes hereunder, but shall be applicable to the Purchase Price at Closing. In addition to the foregoing, Seller shall have the right, upon delivery of written notice to Buyer and Escrow Agent, to unilaterally extend the Closing Date to December 30, 2011 if Seller has not been able to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1; provided, however, that if Seller sooner obtains such estoppel certificates, Closing shall occur as soon as practicable thereafter. Notwithstanding anything in this Agreement to the contrary, if Seller has extended the Closing Date and made the efforts required herein to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1, then Closing shall occur on December 30, 2011 regardless of whether Seller has obtained such estoppel certificates. If the transaction contemplated by this Agreement fails to close by the Closing Date (as may be extended as noted above"), this Agreement, and all of Buyer’s rights with respect to the acquisition of the Property, shall terminate, the parties shall have the rights and obligations as provided in Article 9, and upon request, Escrow Agent shall return to the parties, respectively (except as otherwise provided herein), the documents and funds deposited into Escrow.

Closing Procedure. The transaction contemplated in this Agreement will be closed (“a) At least five days prior to the Closing”) in Escrow by Escrow Agent on December 1, 2011 (“Closing Date”); provided, however, Buyer the Company shall have provide to the right to unilaterally extend the Closing Date to December 15, 2011 if Buyer has not received the Threshold Estoppels upon delivery of written notice to Seller and Escrow Agent no later than November 29, 2011 and payment of the Extension Deposit Parent an estimated balance sheet as required below. Upon receiving such notice, Seller shall open a separate escrow account with Title Company and notify Buyer thereof (which may occur by email). Buyer shall thereafter deposit an extension fee into such separate account in the amount of Twenty Million and No/100 Dollars ($20,000,000.00) (“Extension Deposit”) by the end of the next business day following Buyer’s receipt of Seller’s notice, which Extension Deposit shall be non-refundable except as expressly provided herein and shall represent additional consideration for Seller’s extension of the Closing Date. Failure to timely make such Extension Deposit or otherwise timely close shall constitute a material breach of this Agreement. The Extension Deposit , which, absent manifest error, shall be considered separate and apart from the “Deposit” basis for all calculating, on a preliminary basis, the Adjusted Net Working Capital for purposes hereunder, but shall be applicable to of a preliminary calculation of the Purchase Price to be paid at Closing (the "Estimated Purchase Price"). At the Closing. In addition , the Company shall execute such bills of sale and instruments of assignment and assumption as are necessary to convey title to the foregoingPurchased Assets and the Assumed Contracts, Seller and Subsidiary shall have pay to the right, upon delivery of written notice to Buyer and Escrow Agent, to unilaterally extend Company the Closing Date to December 30, 2011 if Seller has not been able to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1Purchase Price in immediately available funds; provided, however, that if Seller sooner obtains such estoppel certificates, Closing the Parent and the Company shall occur as soon as practicable thereafter. Notwithstanding anything in this Agreement jointly deposit $1.0 million of the Estimated Purchase Price with an escrow agent (the "Escrow Agent") to be held pursuant to the contraryterms of the Escrow Agreement of even date herewith and in the form attached hereto as Exhibit A (the "Escrow Agreement"). The Escrow Agent shall hold $750,000 of such escrowed portion of the Estimated Purchase Price until the final determination of Adjusted Net Working Capital (as provided herein) and $250,000 of such escrowed portion for a period of 12 months, if Seller has extended after which the Closing Date escrowed amount shall be delivered to the Company, subject to earlier claims in favor of Parent as set forth elsewhere herein. (b) Not later than 75 days after the Closing, the Parent, at its own cost, shall prepare and made deliver to the efforts required herein to obtain estoppel certificates from Company an unaudited balance sheet of the Existing Occupants listed on Schedule 1 Purchased Assets and Assumed Liabilities as of EXHIBIT I-1, then Closing shall occur on December 30, 2011 regardless of whether Seller has obtained such estoppel certificates. If the transaction contemplated by this Agreement fails to close by the Closing Date (as may be extended as noted abovethe "Closing Balance Sheet"), this Agreementprepared in accordance with generally accepted accounting principles, applied consistently with the Company's past practices. The Company shall permit Parent and its accountants to participate in the physical inventory of the Stores (as defined herein) as of the Closing Date for the purpose of preparing the Closing Balance Sheet. In connection with preparing the Closing Balance Sheet, Parent shall determine the Adjusted Net Working Capital of the Company as of the Closing Date. (c) Within 30 days after the Closing Balance Sheet is delivered to the Company pursuant to clause (a) above, the Company at its own cost, shall complete its examination thereof, and all provide for the examination thereof by its accountants, if necessary, and shall deliver to the Parent either (i) a written acknowledgment accepting the determination of Buyer’s rights the Adjusted Net Working Capital or (ii) a written report of a regional independent accounting firm engaged by the Company setting forth in reasonable detail any proposed adjustments to the Adjusted Net Working Capital ("Adjustment Report"). A failure by the Company to deliver the Adjustment Report within the required 30 day period shall constitute its acceptance of the Closing Balance Sheet. The Parent shall, and shall cause its independent auditors to, cooperate with the Company and its accountants in the course of the preparation of the Adjustment Report. (d) During a period of 30 days following the receipt by the Company of the Adjustment Report, the Company and Parent shall attempt to resolve any difference they may have with respect to the acquisition matters raised in the Adjustment Report. In the event the Company and Parent fail to agree on all of the Propertyproposed adjustments contained in the Adjustment Report within such 30 day period, then the Company and Parent mutually agree that the San Francisco office of Ernst & Young, or such other "Big Five" accounting firm mutually acceptable to the Company and Parent (the "Independent Auditors"), shall terminatemake the final determination with respect to the correctness of the proposed adjustments in the Adjustment Report in light of the terms and provisions of this Agreement. The decision of the Independent Auditors shall be final and binding on the Company and Parent, and may be used in a court of law by either the Company or Parent for the purpose of enforcing such decision. The costs and expenses of the Independent Auditors and their services rendered pursuant to this clause (d) shall be borne by the non-prevailing party or, if neither party prevails, equally by the Company and Parent. (e) In the event that, after finalization of the Closing Balance Sheet, the parties Adjusted Net Working Capital is in excess of the amounts used for purposes of determining the Estimated Purchase Price, the Company shall have the rights and obligations as provided in Article 9be entitled to receive from Parent, and upon requestParent shall be obligated to pay to the Company, the amount of such excess. In the event that, after finalization of the Closing Balance Sheet, the Adjusted Net Working Capital is less than the amount used for purposes of determining the Estimated Purchase Price, the Parent shall be entitled to receive from the Escrow Agent, and the Company shall direct the Escrow Agent shall return to the parties, respectively (except as otherwise provided herein)pay to Parent, the documents and funds deposited into Escrowamount of such deficiency.

Closing Procedure. The transaction contemplated Subject to Borrower providing Lender with prior written notice of at least 21 days, the closing of the transactions in this Agreement will be closed relation to each Loan (the “Loan Closing”) shall occur one week prior to the closing of each of the SPA, following satisfaction or waiver of all the conditions precedent to Loan Closing, or at such other time, date and place as may be agreed by the Parties in Escrow by Escrow Agent on December 1, 2011 writing (the time and date of the Loan Closing being herein referred to as the “Loan Closing Date”). Immediately prior to Loan Closing, the Borrower shall deliver to the Lender a certificate signed by an officer of the Borrower, in the form attached as Schedule M, confirming that all conditions precedent to the Loan Closing as set out in Section ‎3.1 above have been met and complied with. At the Loan Closing, the following actions and occurrences will take place, all of which shall be deemed to have occurred simultaneously and no action shall be deemed to have been completed and no document or certificate shall be deemed to have been delivered, until all actions are completed and all documents and certificates delivered: 3.2.1. The Borrower shall deliver to Lender original certificates evidencing registration and perfection of the Mezzanine Securities other than the nomination of the authorized signatories in the Proceed Bank Accounts and Distribution Bank Accounts; 3.2.2. The Borrower shall deliver to Lender approvals of the Board of Directors of the Borrower and the relevant SPC no later than 14 Business Days following the Loan Closing Date, evidencing the nomination of the authorized signatories on behalf of the Lender and the relevant SPC in the Bank Account, Proceed Bank Accounts and Distribution Bank Accounts; providedand shall deliver to Lender approvals of the relevant banks to the Lender’s satisfaction, howeverevidencing receipt of documents nominating the authorized signatories on behalf of the Lender and the relevant SPC in the Bank Account, Buyer Proceed Bank Accounts and Distribution Bank Accounts no later than 30 Business Days following the Loan Closing Date as set forth in Section ‎10.11.2. 3.2.3. The Borrower shall deliver to Lender an irrevocable instructions notice to the relevant SPC in the from attached hereto as Schedule K, that: (a) all SPC Distributions to the Borrower shall be payable solely to the Bank Account; and (b) the Participator, as an observer to the Board of Directors of each SPC and of the Borrower, on behalf of the Lender, shall be invited to any such meeting and shall have the right information rights as set forth in Schedule K. 3.2.4. The Borrower shall deliver to unilaterally extend Lender legal opinions addressed to the Closing Date to December 15, 2011 if Buyer has not received Lender by the Threshold Estoppels upon delivery of written notice to Seller and Escrow Agent no later than November 29, 2011 and payment external legal counsels of the Extension Deposit as required below. Upon receiving such noticeBorrower in Italy, Seller shall open a separate escrow account with Title Company and notify Buyer thereof (which may occur by email). Buyer shall thereafter deposit an extension fee into such separate account in the amount of Twenty Million and No/100 Dollars ($20,000,000.00) (“Extension Deposit”) form attached hereto as Schedule I. 3.2.5. The Borrower shall deliver to Lender the Subordination Agreement attached hereto as Schedule G, duly signed by the end Borrower, Eastern Sphere and BSC. 3.2.6. The Borrower shall deliver to Lender certified copies of the next business day following Buyer’s receipt resolutions of Seller’s noticeBSC, which Extension Deposit shall be non-refundable except as expressly provided herein Eastern Sphere and shall represent additional consideration Borrowers relevant corporate bodies required for Seller’s extension approving the execution, delivery and performance of the Closing Date. Failure to timely make such Extension Deposit or otherwise timely close shall constitute a material breach of this AgreementMezzanine Documents and all other documents and actions contemplated thereby; 3.2.7. The Extension Deposit Lender shall be considered separate and apart from make the “Deposit” for all purposes hereunder, but shall be applicable Loan available to the Purchase Price at Closing. In addition Borrower by wire transfer to the foregoing, Seller Bank Account 3.2.8. The Borrower shall have use each Loan solely to pay the right, upon delivery of written notice to Buyer and Escrow Agent, to unilaterally extend Initial SPA Consideration under the Closing Date to December 30, 2011 if Seller SPA for which such loan has not been able to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1; provided, however, that if Seller sooner obtains such estoppel certificates, provided for as described hereunder; 3.2.9. The SPA Closing shall occur as soon as practicable thereafterand the Borrower shall use the Mezzanine Loan for the purpose set out in Section ‎2.3. 3.2.10. Notwithstanding anything in this Agreement Within 7 Business Days following the SPA Closing the Borrower shall provide the Lender with a resolution of each SPC’s board of directors pursuant to which the contrary, if Seller has extended the Closing Date and made the efforts required herein to obtain estoppel certificates from the Existing Occupants listed Participator on Schedule 1 of EXHIBIT I-1, then Closing shall occur on December 30, 2011 regardless of whether Seller has obtained such estoppel certificates. If the transaction contemplated by this Agreement fails to close by the Closing Date (as may be extended as noted above), this Agreement, and all of Buyer’s rights with respect to the acquisition behalf of the Property, Lender shall terminate, be invited to participate as an observer in any board of directors meetings of the parties SPCs and shall receive all correspondence accordingly and have the information rights specified under Schedule K. The Borrower shall provide the Participator with all resolutions of the shareholder meetings (written resolution and obligations as provided in Article 9, and upon request, Escrow Agent shall return to the parties, respectively (except as otherwise provided herein), the documents and funds deposited into Escrowprotocol of shareholder meetings) within 7 Business Days of such meeting.