Common use of Deposit Clause in Contracts

Deposit. Within one (1) business day following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one three (13) business day Business Days (hereinafter defined) following the mutual execution and exchange of this AgreementEffective Date, Buyer Purchaser shall deposit into with Commercial Title Group, Inc., located at 0000 Xxxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 (“Escrow (as defined belowAgent”) the amount of Seven Thousand in cash, One Hundred Forty Three and No/100 Twenty-five Thousand Dollars ($7,143.00125,000) (the “Initial Deposit”), in the form of a wire transfer payable . If Purchaser elects to Chicago Title Insurance Company (“Escrow Holder”). Unless proceed with this Agreement shall have been terminated pursuant to beyond the provisions hereof prior theretoexpiration of the Inspection Period (as defined in Article 4 below), no later than three (3) business days Business Days after the expiration of the “Due Diligence Inspection Period” , the Purchaser shall deliver to the Escrow Agent the additional sum of One Hundred Twenty Five Thousand Dollars (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other $125,000) in immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, ). The Deposit shall be held by the Escrow Agent in an interest bearing escrow account under Purchaser’s tax identification number and together shall be released or applied in accordance with the terms of this Agreement. The Initial Deposit and the Additional Deposit, together with all interest accrued earned thereon, are collectively hereinafter referred to as the “Deposit”).” The Escrow Agent shall not be liable for any acts or omissions at any time unless caused by the gross negligence or willful malfeasance of the Escrow Agent with respect to the escrow established herein. Escrow Holder shall deposit If a dispute arises between the Deposit in a non-commingled trust account and shall invest parties as to the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part disposition of the Deposit, the Escrow Agent shall: (i) hold the Deposit until the Escrow Agent has received releases signed by all parties to the transaction authorizing disposition of the Deposit, or (ii) hold the Deposit until such time as one of the parties to the transaction files suit and the court in which the suit is filed orders the disbursement of the Deposit, or (iii) deliver such Deposit into the court by filing an Interpleader Action. In the event of any litigation between Seller and Purchaser concerning the consummation of the purchase and sale of the Property as contemplated hereunderDeposit, Escrow Agent’s sole responsibility may be satisfied, at Escrow Agent’s option, by delivering the Deposit into the court in which such litigation is pending, and Purchaser and Seller agree that upon deliverance of such Deposit into court, neither Purchaser nor Seller shall be paid to Existing Owner and credited have any further right, claim, demand, or action against the Purchase Price on the Closing DateEscrow Agent. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of any dispute arises under this Agreement between Seller and Purchaser resulting in the Escrow Agent being made a party to any litigation, Seller and Purchaser, jointly and severally, shall indemnify the Escrow Agent for all costs, and reasonable attorneys’ fees and legal expenses incurred by Buyer the Escrow Agent as a result thereof, provided that such litigation does not result in accordance with any right to so terminate provided herein, (c) a judgment against the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need Escrow Agent for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate acting improperly under this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. of the Original Agreement is hereby deleted in its entirety and replaced with the following: Within one (1) business day following Business Day after the mutual execution and exchange of this AgreementEffective Date, Buyer shall deliver to Chicago Title Insurance Corporation, 0000 XXX Xxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000 Attn: Xxxxx Xxxx [Telephone: 000-000-0000; Facsimile: 000-000-0000; Email: xxxxx.xxxx@xxxxxxxxx.xxx] (“Escrow Holder”), a good faith deposit into Escrow (as defined below) in the amount of Seven Thousand One Hundred Forty Three Thousand and No/100 00/100 Dollars ($7,143.00100,000.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than and within three (3) business days Business Days following the end of the Due Diligence Period (defined below in Section 3.2), assuming Buyer has not previously terminated this Agreement, Buyer shall deliver to Escrow Holder a second good faith deposit (“Second Deposit”) of Seventy One Thousand and 00/100 Dollars ($71,000.00). Further, within one (1) Business Day following the end of the Xxxxxxxx Due Diligence Period (defined below in Section 3.2), assuming Buyer has not previously terminated this Agreement as it relates to that parcel of the Property described in Exhibit A-2 attached hereto and incorporated by reference (the “Xxxxxxxx Parcel”), Buyer shall deliver to Escrow Holder a third good faith deposit (“Third Deposit”) of Twenty Nine Thousand and 00/100 Dollars ($29,000.00). The Initial Deposit, the Second Deposit and the Third Deposit shall be collectively referred to as the Deposit. Subject to the provisions of Section 5.2.2 below, the Deposit shall be held in an insured, interest-bearing account with interest accruing for the benefit of Buyer. The Deposit (including any interest thereon) shall be applied to the Purchase Price if the Closing occurs. After the expiration of the Due Diligence Period and (with respect to the Third Deposit) after the expiration of the “Xxxxxxxx Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid nonrefundable to Existing Owner Buyer unless escrow fails to close due to Seller’s breach or default under this Agreement, there is a failure of a representation or warranty by Seller to be true and credited against correct as of the Purchase Price on the Closing DateClosing, there is a failure of a condition precedent set forth in Section 5.4 below, there is a casualty or condemnation, or as otherwise expressly provided in this Agreement, and shall constitute liquidated damages to Seller if escrow fails to close solely as a result of Buyer’s default as provided in Section 6.1 below below. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of Buyer shall elect to terminate this Agreement by Buyer in accordance with any right to so terminate provided hereinduring the Due Diligence Period, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over returned to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references provided in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Section 3.6 below.

Deposit. Within one (1) business day following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after following any termination of this Agreement, but subject to the expiration of the “Due Diligence Period” (as hereinafter defined)following sentence, Buyer shall deposit with deliver written instructions to the Escrow Holder additional cash or other immediately available funds Agent to release from the Deposit Escrow and pay to Buyer the Deposit (including any interest earned thereon); provided that, in the amount event of One Hundred Thousand a termination with respect to the ACE Lo Purchase only and No/100 Dollars not the AREH Subs Purchase pursuant to Section 11.1(g) hereof, Buyer shall deliver written instructions to the Escrow Agent to release from the Deposit Escrow and pay to Buyer a portion of the Deposit corresponding to the proportion of the entire Purchase Price represented by the Closing ACE Purchase Price ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all including any interest accrued earned thereon, the “Deposit”). Escrow Holder shall deposit Notwithstanding the Deposit in a non-commingled trust account and shall invest foregoing sentence, if (i) all of the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited conditions to Buyer’s account obligation to close under Section 10.1 and deemed Section 10.2 hereof shall have been satisfied (other than those conditions to be part satisfied at the Closing), and Buyer fails to close within the time required by this Agreement, (ii) the condition to the parties’ obligations to close under Section 10.1(b) shall not have been satisfied due to Buyer’s failure to use best efforts to cause the expiration or termination of any appliacable waiting periods, together with any extensions thereof, under the HSR Act in accordance with Section 9.7(b) hereof, (iii) the condition to Buyer’s obligation to close under Section 10.2(d) shall not have been satisfied due to Buyer’s failure to pay the fees of the Deposit. In title insurance company, or (iv) the event of Sellers’ obligations to close under Section 10.3(c) hereof shall not have been satisfied due to Buyer’s failure to pay the consummation of Purchase Price at the purchase Closing, then ACE Hi shall be entitled to receive the Deposit (without any interest earned thereon) and sale of Buyer and ACE Hi shall deliver joint written instructions to the Property as contemplated hereunderEscrow Agent to (A) release from the Deposit Escrow and pay to ACE Hi, the Deposit shall be paid (without giving effect to Existing Owner the interest earned thereon) and credited against (B) release from the Purchase Price Deposit Escrow and pay to Buyer, any interest earned on the Closing Date. In the event the sale of the Property is not consummated because of (aDeposit, all pursuant to this Section 11.2(b) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then and the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Escrow Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one 3.1 The Buyer must pay the Deposit to the Deposit Holder as Stakeholder in the amount and at the times required in Item 8. 3.2 Time is of the essence when making payment of the Deposit. 3.3 Failure to pay any monies on time or by cheque, which is not honoured on presentation, will be an act of default by the Buyer. 3.4 The Buyer may secure payment of the Deposit (in whole or in part) by Bank Bond/Guarantee in a form and on terms acceptable to the Seller, in which case on receipt of the Bank Bond/Guarantee the Buyer's obligation to pay the Deposit shall have been satisfied to the extent of the Bank Bond/Guarantee. 3.5 The Deposit is payable to the Seller: (1) business day following on Settlement; or (2) in case of the mutual execution and exchange Buyer's Default on default. 3.6 Should this Contract be properly terminated by the Buyer, the Deposit will be refunded to the Buyer in which case the Buyer shall have no further claim under this Contract unless there has been a breach of the provisions of this AgreementContract by the Seller, Buyer shall deposit into Escrow giving rise to a claim for damages. 3.7 Investment of the Deposit: (as defined belowNote: see section 17 of the Agents Financial Administration Act 2014) Where the Stakeholder is instructed by the parties to invest the Deposit, subject to any legislative requirements, then (except in the case of Bank Bond/Guarantee): (1) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Deposit Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall will invest the Deposit in its name as trustee for the Buyer and the Seller in an insured, interest bearing money market accountsaccount with a Bank, certificates of depositBuilding Society or Credit Union until the Settlement Date or as otherwise instructed by the parties; (2) the parties will supply to the Deposit Holder, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable prior to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part the investment of the Deposit. In , their tax file numbers and acknowledge that if the event tax file numbers are not provided then they accept that the interest earned on the Deposit may be taxed at the highest rate allowable; (3) the Deposit and the interest are at the risk of the consummation of party who is ultimately entitled to the purchase and sale of Deposit; (4) the Property as contemplated hereunder, interest on the Deposit shall will be paid to Existing Owner the party who becomes, and credited against is, entitled to the Purchase Price Deposit at Settlement and such party will be solely responsible for any tax liability on such monies; (5) where the Closing Date. In Contract does not proceed to Settlement, the event interest is payable to the sale of party entitled to the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer Deposit in accordance with any right to so terminate provided herein, Clauses 3.5 and 3.6; (c6) the failure Deposit Holder will lodge any necessary taxation return, and may pay any tax out of the Deposit and interest. The Buyer and the Seller equally indemnify the Deposit Holder against any tax payable; (7) all costs in relation to this investment will be borne by the party referred to in Clause 3.7(4) and may be recovered by the Deposit Holder out of Buyer’s Closing Conditions the Deposit and interest; (as defined below) 8) the Deposit Holder does not have to occur account to the Buyer or (d) the Seller for interest for distribution until the investment of the Deposit matures and the bank debits tax and any other reason other than charges or expenses are deducted from the interest; and (9) a default by BuyerStakeholder, then being a licensed Agent, may not invest the Deposit shall if the sale is to be immediately and automatically paid over to Buyer without completed on a contractually ascertainable day less than 60 days after the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)is received.

Deposit. Within one (1) business day following Simultaneous with the mutual execution and exchange of this Agreement, Buyer shall deposit into the Initial Deposit with Escrow (Agent, as defined below) escrow agent for Buyer and Seller. If Buyer does not elect to terminate this Agreement on or before the conclusion of the Inspection Period, then on or before the conclusion of the Inspection Period, and as a condition to the continuing purchase rights of Buyer hereunder, Buyer shall increase the amount of Seven Thousand One Hundred Forty Three the Initial Deposit by delivering the Additional Deposit to Escrow Agent, and No/100 Dollars ($7,143.00) (thereafter the “Initial Deposit shall be non-refundable except as otherwise set forth herein. The Deposit will be held in an interest-bearing account with interest to follow the Deposit”). At the Closing the Deposit, together with accrued interest, will be applied against the Purchase Price. In the event Buyer breaches this Agreement or fails to close notwithstanding Seller’s being ready, willing and able to perform at Closing, Seller shall retain the Deposit as liquidated damages and Seller shall have no further remedy at law or in equity. The Deposit shall be refundable to Buyer in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless event this Agreement shall have been is terminated pursuant to the provisions hereof prior theretoParagraphs 10, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash 14 or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”)15 hereof. Escrow Holder shall deposit Agent agrees to act as escrow agent for Buyer and Seller hereunder and to administer the Deposit in a non-commingled trust account and shall invest accordance with the Deposit in an insured, interest bearing money market accounts, certificates terms of deposit, United States Treasury Bills or such other instruments as directed this Agreement. Escrow Agent may also rely on instructions jointly given by Buyer and reasonably acceptable Seller as to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part the disposition of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderBY INITIALING OR SIGNING WHERE INDICATED BELOW, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing DateTHE PARTIES SPECIFICALLY APPROVE THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS PARAGRAPH 3, AND ACKNOWLEDGE THAT UPON A DEFAULT BY BUYER, SELLER SHALL ONLY BE ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT AS ITS EXCLUSIVE REMEDY, WHETHER AT LAW OR IN EQUITY, FOR BUYER’S FAILURE TO PURCHASE THE PROPERTY HEREUNDER. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Seller: /s/ XXXXXXX X. XXXXXX Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).: /s/ XXXXX X. XXXXX

Deposit. Within one The Tenant shall within seven (17) business day following days after the mutual execution issuance of the Possession Notice deposit with the Landlord the sum set out in Item 5 of the Third Schedule. The Deposit shall be held by the Landlord as security for the due performance and exchange observance by the Tenant of all and singular the several stipulations covenants and conditions on the part of the Tenant herein contained and if the Tenant shall fail to perform and observe the said stipulations covenants and conditions and has not commenced the remedy of such breach within fourteen (14) days after receipt of the Landlord’s written notice in that effect (or such shorter period as may be reasonably determined by the Landlord having regard to the extent and nature of the breach), the Landlord shall be entitled (but not obliged) to apply the Deposit or any part thereof towards payment of moneys outstanding or making good any breach by the Tenant or to deduct from the Deposit the loss or expense to the Landlord occasioned by such breach but without prejudice to any other right or remedy which the Landlord may be entitled to. If any part of the Deposit shall be applied or deducted as aforesaid, the Tenant shall within fourteen (14) days of demand by the Landlord furnish to the Landlord in cash or by way of a fresh bank guarantee an amount equivalent to the sum so applied and/or deducted from the Deposit ("Replacement Amount") Provided Always that the Tenant is to deposit with the Landlord the Replacement Amount in cash if no bank guarantee is issued for the Replacement Amount in fourteen (14) days. The Landlord shall within thirty (30) days after the Premises have been yielded up to the Landlord in accordance with the provisions of this Lease (or if the restoration works have not been completed in accordance with the provisions of this Agreement, Buyer shall deposit into Escrow (as defined belowcompletion of the restoration works) repay the amount of Seven Thousand One Hundred Forty Three Deposit to the Tenant without interest and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable subject to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated any proper deductions made pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”)this Agreement. Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be No part of the Deposit. In Deposit shall, without the event written consent of the consummation of Landlord, be set-off by the purchase and sale of Tenant against any Rent, Service Charge or other sums owing to the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Landlord.

Deposit. Within one (1) business day following On the mutual execution and exchange of this AgreementEffective Date, Buyer shall deposit by cashier's check or wire transfer of immediately available federal funds into the Escrow provided for in Section 3 the sum of Two Hundred Twenty Five Thousand and 00/100 Dollars ($225,000.00) (the "DEPOSIT"). Escrow Holder (as defined below) shall, without any requirement for further instructions, immediately release the amount Deposit to Seller, which funds shall become non-refundable in all instances other than a termination of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant due to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Seller's default hereunder. The Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall will be credited against the Purchase Price. If requested by Buyer, prior to Buyer’s account and deemed any disbursement to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated Seller hereunder, the Deposit shall be deposited by Escrow Holder into an interest-bearing account selected by Buyer. The interest earned on the Deposit prior to disbursement of the Deposit to Seller shall, at the time of Closing, be paid to Existing Owner Seller and credited against the Purchase Price on the Closing Date. In or, in the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of that this Agreement by Buyer in accordance with any right to so terminate provided hereinis terminated, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then interest on the Deposit shall be immediately paid to Buyer, unless such termination is a result of Buyer's default under the terms hereof in which case the interest on the Deposit shall be released to Seller. Buyer shall not be entitled to any interest on the Deposit from and automatically paid over after its disbursement hereunder to Buyer without Seller. In addition to all of Seller's rights and remedies under this Agreement and applicable law, Seller shall have the need right to terminate this Agreement if for any further action by either Party hereto. The sole remedy for a failure by reason Buyer shall fail to make the Initial Deposit or the Additional Deposit as and required to be made by Buyer when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)due hereunder.

Deposit. Within one (1) business day following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds Seller, concurrent with execution of this Addendum, a Deposit in the amount of One Hundred Thousand and No/100 Dollars ($100,000) 1,000.00 (the “Additional "Deposit”"). The Deposit shall be held by Seller as security for the faithful performance by Buyer of all of the provisions of this Addendum to be performed or observed by Buyer. If Buyer fails to pay any amounts or other charges hereunder, and together or otherwise defaults with respect to any provision of this Addendum, Seller may use, apply or retain all or any portion of the Initial Deposit and for the payment of any such amounts or other charge in default, or for the payment of any other sum to which the Seller may become obligated by reason of Buyer’s default, or to compensate Seller for any loss or damage which Seller may suffer thereby. If Seller so uses or applies all interest accrued thereonor any portion of the Deposit, Buyer shall, within ten (10) days after Seller's demand, deposit a cashier's or certified check with Seller in the amount sufficient to restore the Deposit to the full amount thereof. Buyer's failure to do so shall be a material breach of the Addendum. Seller shall not be required to keep the Deposit separate from its general accounts. If Buyer performs all of Buyer's obligations hereunder, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accountsor so much thereof as has not theretofore been applied to Seller, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited returned, without payment of interest or other increment for its use, to Buyer upon completion of Buyer’s account 's obligations hereunder to Seller's reasonable satisfaction. No trust relationship is created herein between Seller and deemed Buyer with respect to be the Deposit. The Deposit is not part of the Deposit. In the event Xxxxxxx Money and no provisions of the consummation of Purchase Agreement or Addendum relating to the purchase and sale of the Property as contemplated hereunder, Xxxxxxx Money shall be applicable to the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)unless expressly stated otherwise.

Deposit. Within one (1) business day following 4.1. On the mutual execution and exchange date of this Agreement, agreement the Buyer shall deposit into Escrow pay (as defined belowor procure the payment of) the an amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant equal to the provisions hereof prior thereto, no later than three (3) business days after the expiration Deposit by electronic transfer of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds of same day value to the Escrow Account and such amount shall be held in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together Escrow Account in accordance with the Initial terms of this agreement and the Escrow Agreement in order to assure the Buyer’s performance of its obligations under this agreement. 4.2. The Seller Parent and the Buyer shall equally bear the costs, fees, expenses and liabilities owed to the Escrow Agent under the terms of the Escrow Agreement and the Seller Parent and the Buyer shall use their reasonable endeavours to procure that such costs, fees, expenses and liabilities shall not be deducted from the Deposit or any other amount standing to the credit of the Escrow Account. If any such costs, fees, expenses and all liabilities are deducted from the Deposit, each of the Seller Parent and the Buyer shall in equal proportions make any balancing payment to the Escrow Account so that the amount standing to the credit of the Escrow Accounts shall not be less than the Deposit (and interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. 4.3. In the event of a Rig Total Loss Event, the consummation Seller Parent and the Buyer shall, by no later than five Business Days following the delivery of a notice pursuant to clause 7.1 relating to such event, issue a Joint Written Direction to the Escrow Agent to release a percentage of the purchase and sale Deposit equal to the percentage that the Rig Total Loss Consideration forms of the Property Consideration (and any interest accrued thereon) to the Buyer (or as contemplated hereunder, the Deposit shall be paid it may direct). 4.4. If this agreement terminates pursuant to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of clauses 5.11 or 11.8(c): (a) in circumstances where the Buyer or the Buyer Parent have not complied with any of the Buyer Material Obligations under this agreement (save to the extent such non-compliance is as a direct result of non-compliance by any Seller defaultParty of its obligations in this agreement), the Seller Parent and the Buyer shall, by no later than one Business Day following such termination, issue a Joint Written Direction to the Escrow Agent to release the Deposit (and any interest accrued thereon) to the Seller Parent (on behalf of the Sellers in accordance with the percentages set out opposite those Assets and Sellers in column 4 of the Allocation Schedule) to the Seller Account; or (b) subject to clause 4.4(a), in all other circumstances the Seller Parent and the Buyer shall by no later than one Business Day following such termination of this Agreement by Buyer in accordance with issue a Joint Written Direction to the Escrow Agent to release the Deposit (and any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined belowinterest accrued thereon) to occur the Buyer (or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined hereinit may direct).

Deposit. Within one two (12) business day following days of the mutual execution by Buyer and exchange Seller of an original or an originally executed counterpart of this Agreement, Buyer shall deposit into with Escrow Holder, in cash, by certified or bank cashier’s check made payable to Escrow Holder, or by a confirmed wire transfer of funds (hereinafter referred to as defined below) “Immediately Available Funds”), the amount sum of Seven Thousand One Eight Hundred Forty Three and No/100 no/100 Dollars ($7,143.00800,000.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company . Within two (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (32) business days after the expiration of the “Due Diligence Period” Contingency Period (as hereinafter defineddefined in Paragraph 6 below), Buyer shall deposit with Escrow Holder Holder, in cash, by certified or bank cashier’s check made payable to Escrow Holder, or by Immediately Available Funds, the additional cash or other immediately available funds in the amount sum of One Million Two Hundred Thousand and No/100 no/100 Dollars ($100,0001,200,000.00) (the “Additional Deposit”, and together with the ). The Initial Deposit and all interest accrued thereon, the Additional Deposit are collectively referred to herein as the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest place the Deposit in an insured, interest interest-bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably account with a financial institution acceptable to Existing Owner Seller and Buyer, and all interest shall accrue to Buyer’s account. The Deposit and the interest accrued thereon shall be credited applicable to the Purchase Price from and after the expiration of the “Contingency Period” (as defined in Paragraph 6(a) below) unless (a) the Escrow fails to close as a result of Seller’s failure to convey the Property pursuant to the terms of this Agreement or (b) this Agreement otherwise expressly provides for the return of the Deposit to Buyer’s account and deemed to be part of the Deposit. In the event of Buyer’s failure to close the consummation of the purchase and sale of Escrow due to a default by Buyer under this Agreement, unless such failure is caused by Seller’s failure to convey the Property as contemplated hereunderpursuant to the terms of this Agreement, the Deposit shall be paid constitute “Liquidated Damages” as provided in and subject to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale provisions of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined Paragraph 15 below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one (1) business day following In connection with the mutual execution and exchange delivery of this AgreementAgreement (the date of such mutual execution and delivery is sometimes referred to herein as the "Execution Date"), Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”)promptly, but in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than any event within three (3) business days after the expiration Business Days of the “Due Diligence Period” Execution Date, deposit into escrow (as hereinafter defined)the "Escrow") with State Street Bank and Trust Company (the "Escrow Holder") 3.5% of the Cash Consideration (the "Deposit") in immediately available, good funds, to be held and disbursed pursuant to the Escrow Agreement, dated on or about the Execution Date, among the Sellers, Buyer shall deposit with and the Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional "Escrow Agreement"). Such Escrow Agreement shall include the provisions set forth in this Section 1.7, including any provisions incorporated by reference herein. Upon receipt of the Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall immediately deposit the Deposit in a noninto an interest-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Depositaccount. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the The Deposit shall be paid to Existing Owner and credited against only become nonrefundable upon the Purchase Price on earlier of (x) the Closing Date. In the event the sale of the Property is not consummated because of Date or (a) a Seller default, (by) the termination of this Agreement pursuant to Section 7.1(d) (a "Buyer Default Termination"). In the event the Deposit becomes non-refundable by reason of a Buyer in accordance with Default Termination, the provisions of Section 1.8 below shall apply. At the Closing, all of the Deposit (and any right to so terminate provided herein, (cinterest accrued thereon) shall be credited toward payment of the failure of Cash Consideration. If this Agreement is terminated for any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by BuyerBuyer Default Termination, then the Escrow Holder shall return to Buyer the Deposit shall be immediately (and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure interest accrued thereon) upon receipt of notice by Buyer to make the Initial Deposit or the Additional Deposit as Escrow Holder. The Escrow Holder's escrow fees and when required hereunder charges shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)paid one-half by Sellers and one-half by Buyer.

Deposit. Within one two (12) business day following days of the mutual execution and exchange of this AgreementEffective Date, Buyer shall deposit into with First American Title Insurance Company (the "Title Company" or “Escrow (as defined below) Agent”), having its office at 801 Nicollet Mall, Suite 0000, Xxxxxxxxxxx, XX 00000, Xxxxxxxxx: Xxxxx Xxxxx, the amount sum of Seven Xxx Xxxxxxx Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00200,000.00) (the “Initial "Second Deposit”)") in good funds, in either by certified bank or cashier's check or by federal wire transfer. Buyer has previously deposited the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount sum of One Hundred Thousand and No/100 Dollars ($100,000100,000.00) (the “Additional First Deposit”) with the Title Company. If Buyer shall fail to deposit the Second Deposit within the time period provided for above, Seller may terminate this Agreement at any time prior to deposit of the Second Deposit, in which case this Agreement shall be null and void ab initio and in such event the Title Company shall immediately deliver to Seller all copies of this Agreement in its possession, return the First Deposit to Buyer, and together with thereafter neither party shall have any further rights or obligations to the Initial other hereunder, except as otherwise set forth in this Agreement. The Title Company shall hold the First Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Second Deposit in an insuredinterest-bearing account in accordance with the terms and conditions of a deposit escrow agreement entered into among Seller, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable Title Company. The First Deposit and the Second Deposit, together with all interest earned on such sums, are referred to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part collectively as the "Deposit." After the expiration of the Deposit. In the event of the consummation of the purchase and sale of the Property Inspection Period (as contemplated hereunderhereinafter defined), if Buyer does not elect to terminate this Agreement in accordance with Section 3.2, the Deposit shall be paid wholly non-refundable to Existing Owner and credited against Buyer, except as expressly set forth otherwise herein (including but not limited to, in the event of Seller’s failure to perform its obligations under this Agreement, title objection, casualty, condemnation, failure to obtain the Estoppel Certificate or SNDA, change in Seller’s representation as set forth in Section 5.2, failure of Buyer to obtain the franchise agreement or management agreement as set forth in Section 4.17). The Deposit shall remain at all times applicable to the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Price.

Deposit. Within one (1a) business day following Concurrently with the mutual execution and exchange of this AgreementAgreement by Buyer and Sellers, Buyer shall deliver a deposit into by wire transfer to JPMorganChase Bank, N.A. (“Escrow (as defined belowAgent”) the in an amount of Seven equal to Five Hundred Thousand One Hundred Forty Three and No/100 no/100 Dollars ($7,143.00500,000) (the “Initial Deposit”), ) to hold in an interest bearing account pursuant to the form terms of a wire transfer payable to Chicago Title Insurance Company this Agreement and the Escrow Agreement attached hereto as Exhibit J (the “Escrow HolderAgreement”). Unless this Agreement shall have been terminated pursuant to On or before the provisions hereof prior thereto, no later than three tenth (310th) business days after day following the expiration of the “Due Diligence Period” (as hereinafter defined)date hereof, Buyer shall deposit with Escrow Holder have the right to increase the Initial Deposit by an additional cash or other immediately available funds in the amount of One Nine Million Five Hundred Thousand and No/100 no/100 Dollars ($100,0009,500,000) (the “Additional DepositFunds”), and together with by delivering such amount by wire transfer to the Escrow Agent. Should Buyer in fact so increase the Initial Deposit within such ten (10) day period by such amount, then the provisions of Section 2.05 hereof shall be disregarded in their entirety and all interest accrued thereonbe of no force or effect, the intention of the Parties being that this Agreement be construed as if such Section was not a part hereof. All monies placed with the Escrow Agent pursuant to this Section 2.02 shall accrue interest in accordance with the Escrow Agreement from the date such monies are deposited with the Escrow Agent until the earlier of the Scheduled Closing Date or the termination of this Agreement. Thereafter, if the Deposit is delivered to Seller to hold because Buyer has extended the Closing in accordance with Section 11.02, Seller shall hold such Deposit but such monies shall accrue no interest from the Scheduled Closing Date until the Extended Closing Date. All monies placed with the Escrow Agent pursuant to this Section 2.02 plus any such accrued interest shall be included in the term “Deposit”). .” All fees payable to the Escrow Holder Agent under the Escrow Agreement shall deposit the Deposit in a nonbe borne and paid one-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed half by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of one-half by Seller. (b) If the Deposit. In transactions contemplated by this Agreement are consummated on or before the event of the consummation of the purchase and sale of the Property as contemplated hereunderScheduled Closing Date, the Deposit shall be paid distributed to Existing Owner and credited against Seller by the Escrow Agent as payment of a portion of the Purchase Price on (and Seller and Buyer shall deliver joint instructions to the Escrow Agent to accomplish the foregoing), and the amount payable by Buyer at the Closing Date. In shall be reduced by the event the sale amount of the Property is not consummated because of (a) a Seller default, (b) Deposit. If the termination of this Agreement by Buyer extends the Closing in accordance with any right to so terminate provided hereinSection 11.02 and the transactions contemplated by this Agreement are consummated after the Scheduled Closing Date but on or before the Extended Closing Date, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately retained by Seller as payment of a portion of the Purchase Price, and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure amount payable by Buyer to make at the Initial Deposit or the Additional Deposit as and when required hereunder Closing shall be for Seller to terminate this Agreement. All references in this Agreement to a “return reduced by the amount of the Deposit” . If the transactions contemplated by this Agreement are not consummated, the provisions of Section 12.02 shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)apply.

Deposit. Within one (1) business day following the mutual execution Purchaser and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than Seller agree that within three (3) business days after from the Effective Date, Purchaser will as evidence of its good faith and intentions, deposit the sum of One Hundred Eighty-Seven Thousand Five Hundred and No/100 Dollars ($187,500.00) (together with any interest earned thereon, the “Initial Deposit”) with HBI Title Services, Inc., 0000 Xxxxxxxxxx Xxxx Xxxxx, Xxxxxxxx, XX 00000 (“Escrow Agent”). The Initial Deposit will be dealt with in accordance with the express terms of this Agreement. HBI Title, Inc. shall serve as the title company (the “Title Company”) in connection with this Agreement. In the event Purchaser does not terminate this Agreement prior to the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer Purchaser shall be required to remit an additional deposit with to Escrow Holder additional cash or other immediately available funds Agent for deposit into the escrow account in the amount of One Hundred Twelve Thousand Five Hundred and No/100 Dollars ($100,000112,500.00) (together with any interest earned thereon, the “Additional Deposit”) on or before the expiration of the Due Diligence Period. The term “Deposit” means the Initial Deposit until the Additional Deposit is made, and together with after Additional Deposit is made, it means the Initial Deposit and all interest accrued thereonAdditional Deposit. The Deposit shall be dealt with in accordance with the express terms of this Agreement. The Deposit shall, at Closing, be paid to Seller and applied in reduction of the “Deposit”). Purchase Price. (a) Escrow Holder Agent shall deposit the Deposit in a non-commingled trust account and shall invest place the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or trust account controlled by Escrow Agent with a major independent financial institution drawing interest at a commercially available rate for immediately withdrawable funds. All such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and accrued interest thereon shall be credited paid to Buyer’s account Seller and deemed to be part applied in reduction of the Deposit. In Purchase Price at Closing; however, in the event any party is entitled to the Deposit pursuant to the terms and conditions of the consummation of the purchase and sale of the Property as contemplated hereunderthis Agreement, the Deposit shall be paid to Existing Owner include any and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, all accrued interest. (b) Notwithstanding anything to the contrary contained herein, if the Deposit is returned to Purchaser for any reason, the sum of Five Hundred Dollars ($500.00) shall be retained by Seller as independent consideration (the “Independent Consideration”) for Seller’s agreement to sell the Property to Purchaser in accordance with the terms and conditions provided herein. (c) In the case of a termination of this Agreement by Buyer Purchaser pursuant to Section 4.2 or 5.3, the Escrow Agent shall return the Deposit to Purchaser in accordance with the instructions contained in the applicable Section without the necessity of any other instructions from the parties and notwithstanding any contrary demand of Seller or any other person. If in any other case, either Seller or Purchaser claims to be entitled to the Deposit, it shall deliver a demand for payment to the Escrow Agent, and the Escrow Agent shall immediately deliver a copy of the demand to the other party. Within five (5) business days after the delivery to it by the Escrow Agent of the demand, the nondemanding party shall deliver either (a) a letter of instruction to the Escrow Agent directing the delivery of the Deposit to the demanding party, in which case the Escrow Agent is instructed to deliver the Deposit to the demanding party by wire transfer of immediately available funds within two (2) business days after receipt of the letter of instruction, or (b) a notice objecting to the demanding party’s right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of receive the Deposit” . If the nondemanding party does not deliver a letter or instruction or notice of objection within the five (5) business day period, it shall also be deemed to include a return have approved the payment of the “Deposit” under Deposit to the “Other Property Purchase Agreements” demanding party, and the Escrow Agent is instructed to release the Deposit to the demanding party by wire transfer of immediately available funds within two (as defined herein)2) business days.

Deposit. Within one (1) business day following Business Day after the mutual execution and exchange of this AgreementEffective Date, Buyer shall deliver to Chicago Title Company, 0000 XXX Xxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx, Attn: Xxxxxx X. Xxxxxxx (“Escrow Holder”), a good faith deposit into Escrow (as defined below) in the amount of Seven Twenty-Five Thousand One Hundred Forty Three and No/100 00/100 Dollars ($7,143.0025,000.00) (the “Initial Deposit”), and within one (1) business day following the end of the Due Diligence Period (defined below in the form of a wire transfer payable Section 3.2), provided that Buyer has not previously terminated this Agreement, Buyer shall deliver to Chicago Title Insurance Company Escrow Holder an additional good faith deposit (“Escrow HolderAdditional Deposit”) of Seventy-Five Thousand and 00/100 Dollars ($75,000.00). Unless this Agreement The Initial Deposit and the Additional Deposit (including any interest earned thereon) shall have been terminated pursuant be collectively referred to as the “Deposit”. The Deposit shall be held in an insured, interest-bearing account with interest accruing for the benefit of Buyer. The Deposit shall be applied to the provisions hereof prior thereto, no later than three (3) business days after Purchase Price if the Closing occurs. After the expiration of the “Due Diligence Period” Period (as hereinafter defineddefined below in Section 3.2), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid nonrefundable to Existing Owner Buyer unless escrow fails to close due to Seller’s breach or default under this Agreement, there is a failure of a representation or warranty by Seller to be true and credited against correct as of the Purchase Price on the Closing DateClosing, there is a failure of a condition precedent set forth in Section 5.4, there is a casualty or condemnation, or as otherwise expressly provided in this Agreement, and shall constitute liquidated damages to Seller if escrow fails to close solely as a result of Buyer’s default as provided in Section 6.1 below. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of Buyer shall elect to terminate this Agreement by Buyer during the Due Diligence Period (defined below in accordance with any right to so terminate provided hereinSection 3.2), (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over returned to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references provided in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Section 3.6 below.

Deposit. Within one On the Commencement Date, the Tenant shall pay a security deposit equivalent to two (12) business months’ rent for the Premises amounting to Kenya Shillings [*] (KShs. [*]/-) which amount shall be retained by the Landlord throughout the Term as security for the due performance by the Tenant of the covenants agreements restrictions stipulations and provisions herein contained provided that the Landlord shall be entitled at any time and from time to time to apply the deposit monies in and towards the satisfaction and discharge of the covenants and agreements on the part of the Tenant if after giving thirty (30) days’ notice specifying the nature of the breach and the Tenant fails to satisfy or discharge a material covenant or agreement herein. The Tenant acknowledges and agrees that the Landlord shall not be required to account for any interest on the deposit monies held by the Landlord. The Deposit, less any deductions as the Landlord shall deem sufficient to make good any damage to the Premises, shall be refunded by the Landlord to the Tenant within thirty (30) days of expiry or other determination of the Term hereby created and upon fulfilment by the tenants of all their obligations under this agreement. In addition to paying Rent, the Tenant shall pay a monthly service charge of Kenya Shillings [*] (KShs. [*]/-) Only and the same shall become due and monthly in advance, on or before the fifth day following of every succeeding month. All payments shall be paid directly to the mutual execution Landlord by way of cheque, banker’s cheque or cash into the Landlord’s or Landlord’s agent nominated bank account. The Tenant's Covenants The Tenant covenants with the Landlord: - To pay the Rent on the days and exchange in the manner set out in Clause 3 above, not to exercise or seek to exercise any right or claim to withhold Rent or any right or claim to legal or equitable set off and, if so, required by the Landlord, to make such payments by banker's order to the bank and account which the Landlord may from time to time nominate. To pay all electricity, water and telephone user charges, if any in respect of the Premises throughout the Term of this Agreement or up to the date of its sooner determination. Having satisfied themselves upon gaining access to the Premises that it is in good order, to be responsible for the full maintenance of it throughout the Term of this Agreement. To insure their personal and household belongings and indemnify the Landlord against any action, Buyer shall deposit into Escrow (as defined below) claim or demand arising from any loss, damage, theft or injury to the amount Tenant or Tenant’s family, licensee, invitees or servants. To ensure that the internal plumbing, immersion heaters, window locks, fastenings and other ancillary apparatus are in good order before gaining access to the Premises and thereafter throughout the Term of Seven Thousand One Hundred Forty Three this Agreement carry out or cause to be carried out all running repairs necessary. To pay and No/100 Dollars ($7,143.00) (indemnify the “Initial Deposit”), in the form Landlord against Value Added Tax or any tax of a wire transfer payable similar nature, if applicable, which may be substituted for it or levied in addition to Chicago Title Insurance Company (“Escrow Holder”). Unless it chargeable in respect of any payment made by the Tenant under any of the terms of or in connection with this Agreement shall have been terminated pursuant or in respect of any payment made by the Landlord where the Tenant agrees in this Agreement to reimburse the provisions hereof prior thereto, no later Landlord for such payment. To repair the Premises and keep them in repair excepting damage caused by an Insured Risk other than three (3) business days after where the expiration insurance money is irrecoverable in consequence of any act or default of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash Tenant or other immediately available funds in anyone at the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together Premises expressly or by implication with the Initial Deposit and all interest accrued thereon, the “Deposit”)Tenant’s authority. Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable At least fourteen (14) days prior to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement due to breach of the Agreement for Sale terms by Buyer the Tenant (to varnish the floor, paint with two coats of the best vinyl paint ( and in case of wall and ceiling, at least two coats of plastic emulsion paint), as shall be deemed necessary after a joint inspection between the Tenant and the Landlord or its appointed agent, all parts of the interior and terrace of the Premises as are usually painted to such specification and colour as the Landlord shall in writing approve. To permit the Landlord and its agent or agents and all persons duly authorized by the Landlord with all necessary apparatus, appliances, machinery and materials to enter upon the Premises at all reasonable times upon giving reasonable notice in writing to the Tenant of not less than forty eight (48) hours for the purpose of examining the state and condition of the Premises or of taking inventories of the Landlord’s fixtures therein or of doing such work and things as may be properly required for any repair or renewal either of the Premises or of the electricity or water or drainage lines under any part of the Premises. To pay for the replacement of or make good repair or restore to the reasonable satisfaction of the Landlord, all such articles of fixtures, fittings, furniture and effects as shall be broken, lost, damaged or destroyed during the Tenancy. To execute any repairs lawfully required to be done by the Tenant before the expiration of one (1) calendar months’ notice given in writing by the Landlord or its authorized agent or agents and if the Tenant shall within such time fail to execute such work the Landlord may execute or cause such work to be executed and recover the cost thereof from the Tenant but without prejudice to the Landlord’s right of re-entry set out in this Agreement. To report immediately in writing to the Landlord or its authorized agent or agents any signs of infestation by white ants, bees or other destructive insects or any wet or dry rot in the Premises and should the Tenant fail to report as aforesaid then the Tenant shall be liable for the cost of rectifying the additional damage due to such failure. To permit no person other than a person in the domestic service of the said Tenant to occupy accommodation in the servant’s quarters (if any). Not without the previous written consent of the Landlord or its authorized agent or agents to make any alterations attach fixtures or erect additional structures in or upon the Premises or drive any nails screws or other fastenings into the floors, walls, ceiling or woodwork of the Premises. Not to transfer, assign, sub-let or part with or share the Premises or any part of it without the prior written consent of the Landlord. In the event that the Landlord gives consent, to assign, sub-let or part with or share the Premises or any part of it, subsequent contracts executed to that effect shall be drawn between the Landlord, Tenant and Assignee and the Tenant shall remain liable for settlement of Rent due as per this Agreement. Not to paint or exhibit in any window or upon any external part of the Premises any trade, professional or business notice or advertisement whatsoever. Not to do or permit or suffer to be done anything in or upon the Premises or the garden or grounds surrounding the same which may at any time be or become a nuisance or annoyance to the tenants or occupiers of any adjacent premises. Not to do or permit to be done anything whereby the Landlord’s policy or policies of insurance of the said Premises against the Insured Risks may become void or voidable or whereby the rate of premium for any insurance may be increased and to repay to the Landlord all sums paid by the Landlord by way of increased premium and all expenses incurred by it in or about any renewal of any such policy or policies where the payment of such sums or any of them shall have been rendered necessary by a breach or non-observance of this covenant and all such payments shall be added to the rent reserved and be recoverable as Rents. To pay the nominal fees and disbursements of the Landlord’s advocates and all other costs and expenses incurred by the Landlord in relation to the preparation, execution and stamping of this Agreement as set out in the schedule hereto. To be responsible for and to keep the Landlord fully indemnified against all damages, losses, cost, expenses, actions, demands, proceedings, claims and liabilities made against or suffered or incurred by the Landlord arising directly or indirectly out of any act, omission or negligence of the Tenant or any person at the Premises expressly or impliedly with the Tenant’s authority or out of any breach or non-observance by the Tenant of the covenants, conditions or other provisions of this Agreement. That at all times if the Tenant is not the one living in the premises, he/she shall provide the Landlord or the body charged with management of the common property, with full details of the person living in the Premises and provide him or her with the conduct rules of the housing estate. The Landlord's Covenant The Landlord covenants with the Tenant: - To pay the land rent or any rate or tax which may be levied on the said Property by the Government of Kenya or any other statutory authority subject to the Landlord’s right of recovery. To keep the external walls, roof, main drains, common parts and structure of the Premises in a proper state of repair and maintenance. Within thirty (30) days of the expiry or determination of the Term and after delivery up of the Premises in accordance with any right the Tenant’s covenants herein the Landlord will refund to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then Tenant the Deposit shall be immediately without any interest, whatsoever, and automatically paid over to Buyer without the need for upon deducting any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate charges authorised in this Agreement. All references That the Tenant paying the Rent and performing and observing in the several covenants on its part and the conditions contained in this Agreement shall peaceably hold and enjoy the Premises during the Term without any interruption by the Landlord or any person or agents rightfully claiming under or in trust for the Landlord. To carry out any repairs to a “return the interior of the Deposit” Premises or to the Landlord’s fixtures fittings and fastenings therein which may become necessary at any time during the Term by reason of structural repairs to or defects in the building or by reason of any breach or non-performance of the obligations of the Landlord under this clause. Rights of Re-entry and Termination If there is a breach by the Tenant of any covenant or other term of this Agreement, the Landlord may subject to the provisions of section 75 of the Land Act re-enter the Premises or any part of them at any time and even if any previous right of re-entry has been waived and then the Term will absolutely cease but without prejudice to any rights or remedies which may have accrued to the Landlord against the Tenant in respect of any breach of covenant or other term of this Agreement including the breach in respect of which the re-entry is made. The Tenant may terminate the Tenancy hereby created by giving the Landlord or its duly appointed agent one (1) month’s written notice of such wish to terminate or make a payment of One (1) month’s Rent in lieu of such notice. This Tenancy shall also be deemed to include a return be, automatically terminated on determination of the “Deposit” under Term if the “Other Property Purchase Agreements” (as defined herein)Tenant shall not have expressed interest to renew the Term.

Deposit. Within one (1a) business day following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant Redeveloper has heretofore delivered to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional Agency cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) 100,000.00), which has heretofore been held and portions of which have been disbursed by the Agency pursuant to the terms of that certain letter from the Agency to Xxxxxxx X. Xxxxxxxx Properties, dated April 18, 2007 (the “Additional DepositDeposit Letter”, and said amount, together with any additional amounts deposited by Redeveloper into the Initial Deposit Project Operating Account pursuant to the terms hereof and all interest accrued thereonearned thereon from time to time and subject to any prior disbursements thereof pursuant to the terms of the Deposit Letter, collectively, the “Deposit”). Escrow Holder Upon execution of this Agreement by the Parties, the terms of this Section 2.1 shall deposit supersede the terms of the Deposit in a non-commingled trust account Letter and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon Letter shall be credited to Buyer’s account and deemed of no further force or effect. The Deposit shall be held by the Agency in the Project Operating Account, to be part of disbursed in accordance with the Depositterms hereof. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, All interest earned on the Deposit shall be paid to Existing Owner and credited against reported under the Purchase Price on the Closing Date. In the event the sale employer identification number(s) of the Property is not consummated because of (a) a Seller default, Agency. (b) Funds shall be deposited by Redeveloper into the Project Operating Account at the times and in the amounts determined in accordance with the terms of this Agreement. (c) Funds shall be disbursed from the Project Operating Account in accordance with Article XX for the following purposes: (i) To pay all Reimbursable Expenses incurred in accordance with the terms of this Agreement; and (ii) Any balance remaining in the Project Operating Account as of the termination of this Agreement (but after the payment of all costs described in Sections 2.1(c)(i) then incurred by Buyer the Agency and the City), shall be disbursed to Redeveloper. Notwithstanding anything to the contrary in this Agreement, any funds held by the Agency from time to time in the Project Operating Account shall not limit the liability of Redeveloper to reimburse the City and/or the Agency for all Reimbursable Expenses incurred in accordance with any right to so terminate provided herein, (c) the failure terms of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one From and after the Effective Date, Seller shall hold the Deposit OP Units as an xxxxxxx money deposit under (1and as collateral for the performance of Buyer's obligations under) business day following the mutual execution and exchange of this Agreement, Buyer . The Deposit OP Units shall deposit into Escrow (also continue to serve as defined below) the amount of Seven Thousand One Hundred Forty Three collateral under and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three Buyer Leases and related pledge agreements (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereoncollectively, the “Deposit”)"PLEDGE AGREEMENTS") for the Parcels, as described in such Pledge Agreements. Escrow Holder shall deposit If the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property Closing occurs as contemplated hereunder, then on the Closing Date the Deposit OP Units shall be paid automatically transferred to Existing Owner Seller pursuant to the terms and provisions of SUBSECTION (b) hereof and Buyer (on behalf of itself and its Affiliates, as applicable) hereby covenants and agrees to execute, acknowledge and deliver to Seller, on the Closing Date, any and all instruments and documents reasonably requested by Seller in order to legally transfer such Deposit OP Units to Seller and/or to evidence such transfer of Deposit OP Units to Seller, and the value of such Deposit OP Units shall be credited against the Purchase Price on in accordance with SUBSECTION (b) hereof. If the Closing Date. In the event the sale of the Property hereunder is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with for any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a the breach or default by Buyerof the Buyer under this Agreement, then the Deposit OP Units shall not be transferred to Seller; PROVIDED, HOWEVER, that the Seller shall continue to retain and hold the Deposit OP Units as collateral pursuant and subject to the terms and provisions of the Buyer Leases and Pledge Agreements, as described in such Pledge Agreements (it being acknowledged and agreed by the parties hereto that such Deposit OP Units also serve as collateral for the performance of the Buyer's (or its Affiliates', as applicable) obligations under the Buyer Leases to the extent provided under the Pledge Agreements). If the Closing hereunder is not consummated as a result of or due to the breach or default of the Buyer under this Agreement after the expiration of any applicable notice and cure periods, then unless the Seller elects to exercise the remedy of specific performance provided in this Agreement, the Deposit OP Units shall be immediately automatically transferred to Seller as liquidated damages hereunder, and automatically paid over Buyer (on behalf of itself and its Affiliates, as applicable) hereby covenants and agrees to execute, acknowledge and deliver to Seller any and all instruments and documents reasonably requested by Seller in order to legally transfer such Deposit OP Units to Seller and/or evidence such transfer. Each Affiliate of Buyer without who is a "tenant" under a Buyer Lease for which the need Deposit OP Units serve as collateral has executed the Acknowledgment, Consent and Agreement Page attached hereto for any further action the purpose of evidencing its acknowledgment of and consent to the terms and provisions of this SECTION 2.1(a) and its agreement to be bound by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as terms and when required hereunder shall be for Seller to terminate provisions of this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined hereinSECTION 2.1(a).

Deposit. Within one At or before Xxxxxx's execution of this Lease, Tenant shall deposit with Landlord the sum set 3 forth in the Data Sheet as a security deposit and payment and performance guaranty. Landlord shall 4 retain said sum throughout the Term of this Lease as security for the faithful performance by Xxxxxx of all 5 of the terms, covenants, and conditions of this Lease. (1Such sum is occasionally referred to herein as the 6 “deposit”.) business day If Tenant defaults with respect to any provision of this Lease, including but not limited to the 7 provisions relating to the payment of Rental, Landlord may use, apply or retain all or any part of the 8 deposit for the payment of any Rental or any other sum in default, or for the payment of any loss or 10 other amount which Landlord may spend or become obligated to spend by reason of Tenant's default. In 11 no event, except as specifically hereinafter provided, shall Landlord be obliged to apply the same to 12 Rental or other charges in arrears or to damages for Xxxxxx's failure to perform said covenants, conditions 13 and agreements; however, Landlord may so apply the deposit, at its option. Xxxxxxxx's right to bring a 14 special proceeding to recover or otherwise to obtain possession of the Premises before or after Xxxxxxxx's 15 declaration of the termination of this Lease for non-payment of Rental or for any other reason shall not in 16 any event be affected by reason of the fact that Landlord holds the deposit. 18 In the event that Xxxxxxxx regains possession of the Premises, whether by special proceeding, 19 reentry or otherwise, because of Tenant's default or failure to carry out the covenants, conditions and 20 agreements of this Lease, Landlord may apply such deposit to all damages suffered through the date of 21 said repossession and may retain the deposit to apply to such damages as may be suffered or shall accrue 22 thereafter by reason of Xxxxxx's default or breach. In the event any bankruptcy, insolvency, 23 reorganization or other creditor-debtor proceedings shall be instituted by or against Tenant, or its 24 successors or assigns, or any guarantor of Tenant hereunder, such deposit shall be deemed to be applied 25 first to the payment of any Rental and/or other charges due Landlord for all periods prior to the institution 26 of such proceedings, and the balance, if any, of such deposit may be retained by Landlord in partial 27 liquidation of Xxxxxxxx's damages. 29 The deposit shall not constitute a trust fund. Landlord shall not be obligated to keep such deposit 30 as a separate fund but may commingle the deposit with its own funds. Tenant shall not be entitled to 31 interest on the deposit. In the event Landlord applies the deposit in whole or in part, Tenant shall, within 32 five (5) days after written demand by Xxxxxxxx, deposit sufficient funds to maintain the deposit in the 33 initial amount. Failure of Tenant to deposit such additional funds shall entitle Landlord to avail itself of 34 the remedies provided in this Lease for non-payment of Rental by Xxxxxx. If Tenant fully and faithfully 35 performs every provision of this Lease to be performed by it, the security deposit or any balance thereof, 36 less any sums then due Landlord from Tenant under this Lease, shall be returned to Tenant (or, at 37 Landlord's option to the last assignee of Xxxxxx's interest thereunder) within thirty (30) days following the mutual execution and exchange 38 later of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination Term of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) Lease or Xxxxxx's vacating the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party heretoPremises. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).39 40 ARTICLE XXVII 41 42 MISCELLANEOUS 43

Deposit. Within one three (13) business day following Business Days after the mutual execution and exchange of this AgreementEffective Date, Buyer shall deliver to Chicago Title Insurance Corporation, 000 Xxxx Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxxx, XX 00000, Attn: Xxxxx Xxxxxx (“Escrow Holder”), a good faith deposit into Escrow (as defined below) in the amount of Seven Fifty Thousand One Hundred Forty Three and No/100 Dollars ($7,143.0050,000.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than and within three (3) business days after Business Days following the expiration of the “Due Diligence Period” Period (as hereinafter defineddefined in Section 3.2), assuming Buyer has not previously terminated this Agreement, Buyer shall deposit with deliver to Escrow Holder an additional cash or other immediately available funds in the amount good faith deposit (“Additional Deposit”) of One Hundred Fifty Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the 50,000.00). The Initial Deposit and all interest accrued thereon, the “Additional Deposit shall be collectively referred to as the Deposit”). Escrow Holder The Deposit shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit be held in an insured, interest-bearing account with interest bearing money market accounts, certificates accruing for the benefit of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and Buyer. The Deposit (including any interest thereon thereon) shall be credited applied to Buyer’s account and deemed to be part the Purchase Price if the Closing occurs. After the expiration of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderDue Diligence Period (defined in Section 3.2), the Deposit shall be paid nonrefundable to Existing Owner Buyer unless escrow fails to close due to (i) Seller’s breach or default under this Agreement, (ii) a failure of a representation or warranty by Seller to be true and credited against correct as of the Purchase Price on Closing, (iii) a failure of a condition precedent set forth in Section 5.4, (iv) a casualty or condemnation, or (v) as otherwise expressly provided in this Agreement, and the Closing DateDeposit shall constitute liquidated damages to Seller if escrow fails to close solely as a result of Buyer’s default as provided in Section 6.1 below. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of Buyer shall elect to terminate this Agreement by Buyer or be deemed to terminate this Agreement in accordance with any right to so terminate provided hereinits terms, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall immediately be immediately and automatically paid over returned to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references provided in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Section 3.5 below.

Deposit. Within one (1a) business day following Concurrently with the mutual execution and exchange delivery of this Agreement, Buyer shall deposit into has deposited by wire transfer with Xxxxx Fargo Bank, National Association (“Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial DepositAgent”), in same day funds the form of a wire transfer payable sum equal to Chicago Title Insurance Company five percent (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (35%) business days after the expiration of the “Due Diligence Period” Purchase Price (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit any interest and all interest accrued earnings thereon, the “Deposit”). ) pursuant to that certain escrow agreement (the “Escrow Holder shall deposit Agreement”) executed by the Deposit in a non-commingled trust account and shall invest the Deposit in an insuredSeller Representative, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the DepositEscrow Agent contemporaneously herewith. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderClosing occurs, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on to be paid by Buyer at Closing and retained in the Closing Dateescrow account established with Escrow Agent to satisfy (but not serve as a cap or other limitation of) amounts that may be owed by Sellers to Buyer with respect to the indemnities of Sellers under this Agreement. In Such amount retained in the event escrow account following the sale Closing, together with any interest and earnings thereon, shall be referred to as the “Indemnity Escrow”. Any interest included in the Indemnity Escrow shall be treated as income of Buyer for federal income tax purposes. (b) If (i) the Property is not consummated Seller Representative terminates this Agreement pursuant to Section 11.01(b) because of (a) a Seller default, (bA) the termination failure of this Agreement by Buyer to perform any of its obligations hereunder in accordance with any right to so terminate provided herein, material respect or (cB) the failure of any of Buyer’s Closing Conditions representations or warranties hereunder to be true and correct to the extent required pursuant to Section 8.01(a) as of the Closing, and (ii) (A) at the time of such termination all conditions precedent to the obligations of Buyer set forth in Section 8.02 have been met and (B) each Seller is ready, willing and able to close the transactions contemplated by this Agreement, then, in such event, Sellers shall retain the Deposit, as defined belowliquidated damages (and not as a penalty) and as Sellers’ sole remedy with respect thereto, in which event Buyer and the Seller Representative shall jointly instruct Escrow Agent to occur or pay the Deposit to Sellers as directed by the Seller Representative. It is expressly stipulated by the Parties that the actual amount of damages resulting from such a termination would be difficult if not impossible to determine accurately because of the unique nature of this Agreement, the unique nature of the Assets, the uncertainties of applicable commodity markets and differences of opinion with respect to such matters, and that the liquidated damages provided for above are a reasonable estimate by the Parties of such damages under the circumstances and do not constitute a penalty. (dc) If this Agreement is terminated for any other reason other than a default by Buyeras set forth in Section 3.02(b), then the Deposit Buyer shall be immediately and automatically paid over entitled to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return delivery of the Deposit” , free of any claims by Sellers with respect thereto, and Buyer and the Seller Representative shall also be deemed jointly instruct Escrow Agent to include a return of pay the “Deposit” under Deposit to Buyer. Buyer and Sellers shall thereupon have the “Other Property Purchase Agreements” (as defined herein)rights and obligations set forth in Section 11.02.

Deposit. Within one (1a) business day following Purchaser has or will within two (2) Business Days of the mutual execution and exchange of this Agreementdate hereof, Buyer shall made an xxxxxxx money deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) with Epiq Corporate Restructuring, LLC (the “Initial DepositEscrow Agent”), ) in the form of a wire transfer payable cash amount equal to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration 10% of the “Due Diligence Period” Cash Consideration (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall , by wire transfer of immediately available funds for deposit the Deposit in into a non-commingled trust account and shall invest the Deposit in an insuredseparate, segregated, interest bearing money market accountsescrow account maintained by the Escrow Agent in accordance with the Bidding Procedures Order. The Deposit shall not be subject to any Encumbrance, certificates attachment, trustee process, or any other judicial process of deposit, United States Treasury Bills any creditor of any Sellers or such other instruments as directed by Buyer Purchaser and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part applied against payment of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, . (b) If, prior to the termination of Closing, this Agreement has been terminated by Buyer Sellers pursuant to Section 7.1(d) or Section 7.1(f) (or by Purchaser pursuant to Section 7.1(b) or Section 7.1(c), in accordance each case in circumstances where Sellers would be entitled to terminate this Agreement pursuant to Section 7.1(d) or Section 7.1(f)), then Sellers shall retain the Deposit together with any right to so terminate provided hereinall received investment income, if any. (c) If, prior to the failure of Closing, this Agreement has been terminated by any of Buyer’s Closing Conditions (Party, other than as defined below) contemplated by Section 2.2(b), then the Deposit, together with all received investment income, if any, shall be returned to occur or Purchaser within five Business Days after such termination. (d) any other reason other than The Parties agree that Sellers’ right to retain the Deposit, as set forth in Section 2.2(b), is not a default penalty, but rather is liquidated damages in a reasonable amount that will compensate Sellers for their efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, which amount would otherwise be impossible to calculate with precision. (e) If the Closing occurs, at the Closing the Parties shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent to transfer by Buyer, then wire transfer of immediately available funds 100% of the Deposit shall (together with any and all investment interest thereon, if any) to such account(s) as may be immediately and automatically paid over to Buyer without the need for any further action designated by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Sellers.

Deposit. Within one (1) business day following Unless modified by addenda, the mutual total security deposit at the time of execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), Lease Contract for all residents in the form apartment is $ . The security deposit may not be applied by Lessees as rent. This deposit is refundable, at the time of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration termination of the “Due Diligence Period” (as hereinafter defined)lease, Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in less any claims made by the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of Lessor upon such deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event Lessee leaves the premises in an unclean or damaged condition at the termination of the consummation lease necessitating cleaning or repairs by the Lessor, additional charges will apply. Security deposit is held in a separate non-interest bearing account at TD Bank, Address: 0000 Xxxx Xxxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xx 00000. The security deposit will be held in a separate bank account. Lessor is holding a security in a separate non-interest-bearing account for benefit of the purchase and sale lease. This means that the security deposit held in this account cannot be commingled with other funds of the Property as contemplated hereunderLessor or used in any way by the Lessor until such monies are due to the Lessor. The name and address of the depository holding the deposit is Merchants and Southern Bank, 0000 XX 00xx Xxxxxx, Xxxxxxxxxxx, XX 00000. Lessor will have 15 days after termination of this lease in which to return the Deposit shall be paid security deposit to Existing Owner and credited against the Purchase Price Lessees, unless Lessor intends to impose a claim on the Closing Date. In the event the sale of the Property is not consummated because of security deposit as provided by law. (a) Upon the vacating of the premises for termination of the lease, if the Lessor does not intend to impose a Seller defaultclaim on the security deposit, the Lessor shall have 15 days to return the security deposit together with interest if otherwise required, or the Lessor shall have 30 days to give the Lessee written notice by certified mail to the Lessee's last known mailing address of his or her intention to impose a claim on the deposit and the reason for imposing the claim. The notice shall contain a statement in substantially the following form: $ upon your security deposit, due to _ . It is sent to you as required by s. 83.49(3), Florida Statutes. You are hereby notified that you must object in writing to this deduction from your security deposit within 15 days from the time you receive this notice or Village 34 Apartments will be authorized to deduct our claim from your security deposit. Your objection must be sent to 000 XX 00xx Xxxxxx #00 Xxxxxxxxxxx, Xx 00000.” If the Lessor fails to give the required notice within the 30-day period, he or she forfeits the right to impose a claim upon the security deposit (b) Unless the termination Lessee objects to the imposition of this Agreement by Buyer in accordance with any right the Lessor's claim or the amount thereof within 15 days after receipt of the Lessor's notice of intention to so terminate provided hereinimpose a claim, the Lessor may then deduct the amount of his or her claim and shall remit the balance of the deposit to the Lessee within 30 days after the date of the notice of intention to impose a claim for damages. (c) If either party institutes an action in a court of competent jurisdiction to adjudicate the failure of any of Buyer’s Closing Conditions (as defined below) party's right to occur the security deposit, the prevailing party is entitled to receive his or (d) any other reason other than her court costs plus a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need reasonable fee for any further action by either Party heretohis or her attorney. The sole remedy for a failure by Buyer to make court shall advance the Initial Deposit or cause on the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)calendar.

Deposit. Within one (1) business day following 5.1.1 On the mutual execution and exchange of this AgreementExecution Date, the Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a by wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other account designated in Schedule 5.1.1 in same day immediately available funds in into escrow with the Sellers (or their designee) an amount of One Hundred Thousand and No/100 Dollars equal to ninety million dollars ($100,00090,000,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit This Agreement will not become a legally binding and enforceable obligation of Sellers unless and until the Deposit in a non-commingled trust account and shall invest is received by the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the DepositSellers. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderIf Closing occurs, the Deposit shall be paid to Existing Owner and credited against the Purchase Price as set forth in Section 5.4 without any interest earned thereon. Upon termination of this Agreement, the Deposit will be applied as set forth in Section 5.1.3. 5.1.2 Beginning on the date that Sellers notify the Buyer that the Sellers have informed the Federal Antitrust Agency that Sellers have completed their response to the “second request”, and again every day thereafter until Closing Dateoccurs or until this Agreement terminates, except as provided below in this Section, the Buyer shall be obligated to pay to the Sellers an amount equal to three hundred thirty thousand dollars ($330,000) per day during such period (the “Daily Ticking Fee”). In On the event last day of each month prior to the sale Closing or termination of this Agreement, and again on the termination date, the Buyer shall deposit by wire transfer in same day immediately available funds into escrow with the Sellers (or their designee) an amount equal to the sum of all Daily Ticking Fee accrued during the period between such date and the date of the Property is immediately preceding deposit of the Daily Ticking Fee; provided, however, that the amount of Buyer’s liability hereunder with respect to the Daily Ticking Fee shall not consummated because exceed fifty million dollars ($50,000,000). The total amount of the accumulated Daily Ticking Fee owed hereunder by the Buyer shall be the “Additional Deposit”. If the Closing occurs, the Additional Deposit shall be treated as an increase to the Deposit and the Deposit (aincluding the Additional Deposit) a Seller default, (b) shall be credited against the Purchase Price as set forth in Section 5.4 without any interest earned thereon. Upon the termination of this Agreement by Buyer the Additional Deposit will be applied as set forth in accordance with any right to so terminate provided herein, (c) Section 5.1.3. 5.1.3 The Sellers shall retain the failure sum of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as liquidated damages if (i) all material conditions precedent to the obligations of the Buyer set forth in Article 9 (excluding those in Section 9.1.5) have been met (other than delivery of documents by the Parties to be made at Closing) and when required hereunder shall be for Seller to terminate this Agreement. All references in the Sellers have terminated this Agreement pursuant to Section 18.1.2 or Section 18.1.6 (in which case the Sellers shall have a “claim against Buyer for the amount identified above), (ii) if the Buyer has terminated this Agreement pursuant to Section 18.1.4, or (iii) if the Buyer or the Sellers have terminated this Agreement pursuant to Section 18.1.8. If this Agreement is terminated pursuant to Section 18.1.1, Section 18.1.3, Section 18.1.5 or Section 18.1.7, then Sellers shall return the Deposit and the Additional Deposit without interest to the Buyer; provided, however, that notwithstanding the foregoing, Sellers shall retain the sum of the Deposit” Deposit and the Additional Deposit as liquidated damages in the event that this Agreement is (or can also be) terminated pursuant to either Section 18.1.2 or 18.1.8; provided, further, in the event this Agreement terminates, if the Federal Antitrust Agency notifies Sellers that Sellers are not in substantial compliance and Sellers have not exercised Reasonable Efforts to achieve substantial compliance as soon as practicable, then Sellers shall also be deemed return the Deposit and the Additional Deposit without interest to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Buyer.

Deposit. Within one (1a) business day Prior to 11:00 a.m. on the third (3rd) Business Day following the mutual execution and exchange of this AgreementExecution Date, Buyer the Purchaser shall deposit into Escrow (as defined below) deliver the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) 5,000,000 (the “Initial First Deposit”)) by wire transfer to the Vendor’s Solicitors or the Title Insurer, at Purchaser’s option, to be invested by the Vendor’s Solicitors, or the Title Insurer, as applicable, in the form of an interest-bearing trust account with a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated Canadian Schedule I bank pursuant to the provisions hereof prior thereto, no later than three Bank Act (3Canada). (b) business days after Prior to 11:00 a.m. on the expiration third (3rd) Business Day following receipt of the “Due Diligence Period” (as hereinafter defined)Waiver Notice, Buyer the Purchaser shall deposit with Escrow Holder additional cash or other immediately available funds in deliver the amount of One Hundred Thousand and No/100 Dollars ($100,000) 10,000,000 (the “Additional Second Deposit”) by wire transfer to the Vendor’s Solicitors or the Title Insurer, as applicable, to be invested by the Vendor’s Solicitors or the Title Insurer, as applicable, in an interest-bearing trust account with a Canadian Schedule I bank pursuant to the Bank Act (Canada). The First Deposit and the Second Deposit if paid are collectively referred to as the “Deposit”. (c) Except as otherwise provided herein, the Deposit, together with all interest earned thereon, is non-refundable and shall be forfeited to the Initial Deposit Vendor if the Transaction fails to close due to a default by the Purchaser. Vendor acknowledges and agrees that its sole and exclusive remedy in the event of a default by the Purchaser hereunder shall be to terminate this Agreement and receive the Deposit, together with all interest accrued thereon, said disbursement to the “Deposit”)Vendor representing the payment of liquidated damages representing a genuine pre-estimate of the loss resulting from such default and upon such termination of this Agreement all of the parties’ respective rights and obligations hereunder (except those obligations which are expressly stated to survive the termination of this Agreement) shall terminate. Escrow Holder shall deposit Purchaser and Vendor acknowledge and agree that the actual damages suffered by the Vendor resulting from such a breach would be difficult or impossible to measure and that the Deposit represents the parties’ good faith estimate of such damages. In further consideration thereof, the Vendor waives any right to specifically enforce the actual purchase of the Subject Assets by the Purchaser under this Agreement. If this Agreement is terminated other than as the result of a default by Purchaser or failure by the Purchaser to give the Vendor the Waiver Notice prior to 5:00 p.m. on the Purchaser’s Condition Date in a non-commingled trust account accordance with Section 2.4, the Deposit, together with all interest earned thereon, shall, subject to Subsection 2.4(b), be thereupon returned to the Purchaser, without prejudice to all other rights and shall invest remedies which the Purchaser may have against the Vendor at law or in equity. (d) If the Transaction is completed, the Deposit in an insured, shall be credited against the Purchase Price due on Closing and the interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest accrued thereon shall be credited paid by the Vendor’s Solicitors or the Title Insurer, as applicable, directly to Buyerthe Purchaser within a reasonable period of time following the Closing. (e) In holding and dealing with the Deposit and interest pursuant to this Agreement, the Vendor’s account Solicitors are not bound in any way by any agreement other than this Agreement, and deemed the Vendor’s Solicitors shall not be considered to be part assume any duty, liability or responsibility other than to hold the Deposit and interest in accordance with the provisions of this Agreement as stakeholder and not as agent for any party and to pay the DepositDeposit and interest to the Person becoming entitled thereto in accordance with the terms of this Agreement. In the event of a dispute between the consummation parties as to entitlement to the Deposit and interest, the Vendor’s Solicitors may, in their discretion, pay the Deposit and interest in dispute into court, whereupon the Vendor’s Solicitors shall have no further obligations relating to the Deposit and interest earned thereon. The Vendor’s Solicitors shall not, under any circumstances, be required to verify or determine the validity of any notice or other document whatsoever delivered to the Vendor’s Solicitors and the Vendor’s Solicitors are hereby relieved of any liability or responsibility for any loss or damage which may arise as the result of the purchase acceptance by the Vendor’s Solicitors of any such notice or other document in good faith. The parties hereto acknowledge that the Vendor’s Solicitors may rely upon the provisions of this Section 3.1(e) and sale of that such provisions shall only be effective in the Property as contemplated hereunder, event that the Deposit shall be paid to Existing Owner and credited against is held by the Purchase Price on the Closing Date. Vendor’s Solicitors. (f) In the event that the sale Purchaser elects to have the Title Insurer hold the Deposit, prior to delivery thereof, the Purchaser, the Vendor and the Title Insurer shall enter into an escrow agreement consistent with the terms of this Section 3.1 and otherwise reasonably acceptable to the Property is not consummated because parties thereto. (g) The provisions of (a) a Seller default, (b) this Section 3.1 shall survive the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one (1) business day following To secure the mutual execution and exchange performance by Purchaser of its obligations under this Agreement, Buyer shall Purchaser will make a deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Million Dollars ($7,143.001,000,000.00) in the following manner: (i) within two (2) business days after the execution of this Agreement by both Seller and Purchaser, Purchaser shall deposit with LandAmerica/Commonwealth Land Title Insurance Company (the “Escrow Agent”), the initial sum (the “Initial Deposit”) of Five Hundred Thousand Dollars ($500,000.00), a portion of which in the form amount of a wire transfer payable Twenty-Five Thousand Dollars ($25,000.00) shall be immediately non-refundable to Chicago Title Insurance Company Purchaser until Closing (unless Seller shall default hereunder) (the “Escrow HolderNon-refundable Portion of the Initial Deposit”). Unless this Agreement , and (ii) shall have been terminated pursuant to thereafter deliver the provisions hereof prior thereto, no later than three additional sum (3the “Additional Deposit”) of Five Hundred Thousand Dollars ($500,000.00) within two (2) business days after the expiration of the “Due Diligence Period” Inspection Period (as hereinafter defined). Upon expiration of the Inspection Period, Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereonthe Additional Deposit shall both be non-refundable to Purchaser until Closing (unless Seller shall default hereunder). The Initial Deposit and the Additional Deposit shall be sent by wire transfer to the Escrow Agent and held and disbursed by the Escrow Agent as an xxxxxxx money deposit (collectively, the “Deposit”)) pursuant to the provisions of this Agreement. Escrow Holder shall deposit the Deposit in a non-commingled trust account At and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderonly upon Closing, the Deposit shall be refunded to Purchaser and the entire Purchase Price shall be due in full. Any and all interest accrued or earned thereon shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In Purchaser except in the event the sale of a default by Purchaser, in which event all of the Property is not consummated because of (a) a Seller defaultinterest shall be disbursed to Seller, (b) together with the termination of this Agreement by Buyer Deposit, as liquidated damages in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined default provisions below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one (1a) business day following On the mutual date of execution and exchange of this Agreementthe Agreement to Execute, Buyer shall deposit into Escrow (as defined below) the deposited an amount of Seven Thousand One Hundred Forty Three and No/100 Dollars equal to fifteen million dollars ($7,143.0015,000,000) (such amount, including the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”) with First American Title Company, Philadelphia Branch (the “Escrow Agent”), pursuant to an escrow agreement dated as of the date of execution of the Agreement to Execute and attached hereto as Exhibit A (the “Deposit Escrow Agreement”) executed and delivered by Penn, Buyer and the Escrow Agent. Escrow Holder shall deposit At the Closing, the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited against the Purchase Price and the Deposit shall be promptly released and paid by the Escrow Agent to Buyer’s account Seller pursuant to this Section 2.3(a) and deemed to be part the terms of the DepositDeposit Escrow Agreement. Upon the termination of this Agreement, the Deposit shall be payable pursuant to Section 8.2(c), and thereafter shall be promptly released by the Escrow Agent to Buyer or Seller, as applicable, pursuant to Section 8.2(c) and the terms of the Deposit Escrow Agreement. (b) Seller and Buyer agree to execute and be bound by such other reasonable and customary escrow instructions as may be necessary or reasonably required by the Escrow Agent or the parties hereto in order to consummate the purchase and sale contemplated herein, or otherwise to distribute and pay the funds held in escrow as provided in this Agreement and the Deposit Escrow Agreement; provided that such escrow instructions are consistent with the terms of this Agreement and the Deposit Escrow Agreement. In the event of any inconsistency between the consummation terms and provisions of such supplemental escrow instructions and the terms and provisions of this Agreement, or any inconsistency between the terms and provisions of the purchase Deposit Escrow Agreement and sale the terms and provisions of the Property as contemplated hereunderthis Agreement, the Deposit shall be paid to Existing Owner terms and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination provisions of this Agreement by Buyer in accordance with any right shall control, absent an express written agreement between the parties hereto to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate contrary which acknowledges this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined hereinSection 2.3(b).

Deposit. Within one (1) business day following 4.1. On the mutual execution and exchange date of this Agreement, agreement the Buyer shall deposit into Escrow pay (as defined belowor procure the payment of) the an amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant equal to the provisions hereof prior thereto, no later than three (3) business days after the expiration Deposit by electronic transfer of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds of same day value to the Escrow Account and such amount shall be held in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together Escrow Account in accordance with the Initial terms of this agreement and the Escrow Agreement in order to assure the Buyer’s performance of its obligations under this agreement. 4.2. The Seller Parent and the Buyer shall equally bear the costs, fees, expenses and liabilities owed to the Escrow Agent under the terms of the Escrow Agreement and the Seller Parent and the Buyer shall use their reasonable endeavours to procure that such costs, fees, expenses and liabilities shall not be deducted from the Deposit or any other amount standing to the credit of the Escrow Account. If any such costs, fees, expenses and all liabilities are deducted from the Deposit, each of the Seller Parent and the Buyer shall in equal proportions make any balancing payment to the Escrow Account so that the amount standing to the credit of the Escrow Accounts shall not be less than the Deposit (and interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. 4.3. In the event of a Rig Total Loss Event, the consummation Seller Parent and the Buyer shall, by no later than five Business Days following the delivery of a notice pursuant to clause 7.1 relating to such event, issue a Joint Written Direction to the Escrow Agent to release a percentage of the purchase and sale Deposit equal to the percentage that the Rig Total Loss Consideration forms of the Property Consideration (and any interest accrued thereon) to the Buyer (or as contemplated hereunderit may direct). 4.4. If this agreement terminates pursuant to clauses 5.11, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of 9.1 or 11.8(c): (a) in circumstances where the Buyer or the Buyer Parent have not complied with any of the Buyer Material Obligations under this agreement (save to the extent such non-compliance is as a direct result of non-compliance by any Seller defaultParty of its obligations in this agreement), the Seller Parent and the Buyer shall, by no later than one Business Day following such termination, issue a Joint Written Direction to the Escrow Agent to release the Deposit (and any interest accrued thereon) to the Seller Parent (on behalf of the Sellers in accordance with the percentages set out opposite those Assets and Sellers in column 4 of the Allocation Schedule) to the Seller Account; or (b) subject to clause 4.4(a), in all other circumstances the Seller Parent and the Buyer shall by no later than one Business Day following such termination of this Agreement by Buyer in accordance with issue a Joint Written Direction to the Escrow Agent to release the Deposit (and any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined belowinterest accrued thereon) to occur the Buyer (or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined hereinit may direct).

Deposit. Within one (1) business day following To secure the mutual execution and exchange performance by Purchaser of its obligations under this Agreement, Buyer shall Purchaser will make a deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Million Dollars ($7,143.001,000,000.00) in the following manner: (i) within two (2) business days after the execution of this Agreement by both Seller and Purchaser, Purchaser shall deposit with LandAmerica/Commonwealth Land Title Insurance Company (the “Escrow Agent”), the initial sum (the “Initial Deposit”) of Five Hundred Thousand Dollars ($500,000.00), a portion of which in the form amount of a wire transfer payable Twenty-Five Thousand Dollars ($25,000.00) shall be immediately non-refundable to Chicago Title Insurance Company Purchaser (unless Seller shall default hereunder) but which shall be applicable to the Purchase Price at Closing (the “Escrow HolderNon-Refundable Portion of the Initial Deposit”). Unless this Agreement , and (ii) shall have been terminated pursuant to thereafter deliver the provisions hereof prior thereto, no later than three additional sum (3the “Additional Deposit”) of Five Hundred Thousand and Dollars ($500,000.00) within two (2) business days after the expiration of the “Due Diligence Period” Inspection Period (as hereinafter defined). Upon expiration of the Inspection Period, Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereonthe Additional Deposit shall both be non-refundable to Purchaser (unless Seller shall default hereunder), but shall be applicable to the Purchase Price at Closing. The Initial Deposit and the Additional Deposit shall be sent by wire transfer to the Escrow Agent and held and disbursed by the Escrow Agent as an xxxxxxx money deposit (collectively, the “Deposit”)) pursuant to the provisions of this Agreement. Escrow Holder shall deposit the Deposit in a non-commingled trust account Any and shall invest the Deposit in an insured, all interest bearing money market accounts, certificates of deposit, United States Treasury Bills accrued or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest earned thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In Purchaser except in the event the sale of a default by Purchaser, in which event all of the Property is not consummated because of (a) a Seller defaultinterest shall be disbursed to Seller, (b) together with the termination of this Agreement by Buyer Deposit, as liquidated damages in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined default provisions below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one (1a) business In the event that Buyer waives its rights or otherwise fails to terminate this Agreement pursuant to Section 2.08(f) hereof, Buyer shall cause CWYP to deposit the Original Deposit Amount with Escrow Agent no later than 5:00 p.m. (Eastern time) on the last day following of the mutual execution and exchange of this AgreementDue Diligence Period; provided, however, in the event that Buyer elects the Extension, (i) on the Extension Date, Buyer shall deposit into the Additional Deposit Amount with Escrow Agent and, if prior to the expiration of the Due Diligence Period, shall cause CWYP to deposit the Original Deposit Amount with Escrow Agent as a deposit against the Purchase Price, (as defined belowii) the amount of Seven Thousand One Hundred Forty Three Additional Deposit Amount shall be included in the Deposit Amount and No/100 the Deposit Amount shall total Six Million Dollars ($7,143.006,000,000) from, and including, the Extension Date, and (iii) the “Initial Deposit”Deposit Amount shall become non-refundable to Buyer as of the Extension Date and delivered to Seller forthwith as liquidated damages hereunder without demand, deduction, offset or delay in the event that this Agreement is terminated for any reason other than as otherwise expressly provided in this Agreement. If termination of this Agreement occurs prior to the expiration of the Due Diligence Period and the Extension has not occurred, then CWYP shall transfer the Deposit Amount to Buyer upon Seller’s receipt from Buyer of copies of all Due Diligence Materials (or a certificate from Buyer to Seller to the effect that Buyer has destroyed all Due Diligence Materials), together with a waiver of all right, title and interest in and to the form Business, the Acquired Assets and the Real Property. Except as otherwise expressly provided in this Agreement, including, without limitation, in Section 12.02 hereof, the Deposit Amount shall become non-refundable to Buyer upon the expiration of a wire transfer payable the Due Diligence Period or as of the Extension Date, if any, and shall be delivered to Chicago Title Insurance Company (“Escrow Holder”). Unless Seller as liquidated damages hereunder forthwith without demand, deduction, offset or delay upon termination of this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days on or after the expiration of the “Due Diligence Period” Period or on or after the Extension Date, if any. (as hereinafter defined), Buyer shall b) Upon deposit of the Deposit Amount with Escrow Holder additional cash Agent, Escrow Agent shall hold and invest the Deposit Amount in: (i) United States government obligations or other immediately available funds obligations of agencies of the United States government which are guaranteed by the United States government, (ii) interest-bearing certificates of deposit of banks having capital and surplus in the amount excess of One Five Hundred Thousand and No/100 Million Dollars ($100,000500,000,000) and rated at least AAA by Standard & Poor’s Corporation and AAA by Mxxxx’x Investors Service, Inc., (iii) a money market fund registered under the “Additional Deposit”Investment Company Act of 1940, and together with the Initial Deposit and all interest accrued thereonas amended, the “Deposit”)portfolio of which is limited to the obligations described in clause (i) above, or (iv) commercial paper rated at least P-1 by Mxxxx’x Investors Service, Inc. and A-1 by Standard & Poor’s Corporation. Escrow Holder shall deposit Interest on the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit Amount shall be paid to Existing Owner and the party entitled to receive the Deposit Amount at such time as such party receives the Deposit Amount, except that interest shall be credited against the cash balance of the Purchase Price due at the Closing in the event of a Closing. The party receiving interest on the Closing Date. Deposit Amount shall pay any income taxes payable thereon. (c) In the event that a Closing hereunder is not consummated, the sale party with rights pursuant to this Agreement to the Deposit Amount (such party, the “Demanding Party”) may make a written demand upon Escrow Agent for payment of the Property is not consummated because Deposit Amount (a “Demand”). Upon receipt of a Demand, Escrow Agent shall furnish a copy thereof to the non-Demanding Party. Unless the non-Demanding Party, upon written notice to Escrow Agent and the Demanding Party within five (a5) Business Days of its receipt of a Seller defaultcopy of a Demand, objects in writing to payment of the Deposit Amount pursuant to the Demand (together with a detailed written explanation of the reason for the objection), (bi) the Deposit Amount (without deduction, offset or delay) shall be transferred to the Demanding Party, and (ii) if Seller is the Demanding Party the Deposit Amount shall be transferred to Seller as liquidated damages hereunder without demand, deduction, offset or delay, and Buyer (on behalf of itself and its Affiliates, as applicable) hereby covenants and agrees to execute, acknowledge and deliver to Seller any and all instruments and documents requested by Seller in order to legally transfer such Deposit Amount to Seller and/or evidence such transfer (this clause (ii) shall survive any Closing and any termination of this Agreement by Buyer Agreement). If the non-Demanding Party objects to payment of the Deposit Amount pursuant to the Demand (together with a detailed written explanation of the reason for the objection), Escrow Agent shall continue to hold the Deposit Amount in accordance with any right to so terminate provided hereinthe provisions of this Article 3 until otherwise directed by joint written instructions of Seller and Buyer or final judgment of a court of competent jurisdiction. Escrow Agent may, (c) the failure however, upon written notice of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Seller and Buyer, then deposit the Deposit shall be immediately and automatically paid over to Buyer without Amount with the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return clerk of the Deposit” shall also be deemed to include a return United Xxxxxx Xxxxxxxx Xxxxx for the Middle District of Florida or any state court located in the 13th Judicial Circuit of the “Deposit” under the “Other Property Purchase Agreements” State of Florida. ANY DEPOSIT AMOUNT PAID TO OR RETAINED BY SELLER AS LIQUIDATED DAMAGES UNDER THIS AGREEMENT SHALL, EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, BE SELLER’S SOLE MONETARY REMEDY IF BUYER FAILS TO CLOSE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. THE PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT SELLER’S ACTUAL MONETARY DAMAGES IN SUCH EVENT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO ASCERTAIN AND THAT THE LIQUIDATED DAMAGES (as defined herein)I.E., THE VALUE OF THE DEPOSIT AMOUNT) STATED ABOVE REPRESENT THE PARTIES’ REASONABLE ESTIMATE OF SUCH DAMAGES, EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT. THE PAYMENT OF ANY SUCH DEPOSIT AMOUNT BY BUYER TO SELLER AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER.

Deposit. Within one Prior to the date hereof, Borrower has received $3,285,575 in insurance proceeds with respect to damage to the Hotel caused by Hurricane Georges (1the "Hurricane Damage"). Of such amount, $3,285,575 has been applied by Borrower in accordance with Draw Request No. 1 and $0.00 (the "Deposited Amount") business day following has been deposited by Borrower with Lender as Net Proceeds arising as a result of the mutual execution Hurricane Damage. Guarantor, Lender and exchange other loss payees are parties to an Insurance Escrow Agreement (the "Insurance Agreement") dated as of this AgreementOctober 29, Buyer shall deposit into Escrow 1998 which requires, among other things, that all additional funds, based on the Borrower's Allocable Share (as defined below) set forth in the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”Insurance Agreement), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant with respect to the provisions hereof prior theretoHurricane Damage to the Hotel (collectively, no later than three (3the "Additional Deposits," and together with the Deposited Amount, the "Net Proceeds Reserve") business days after shall be disbursed to Lender for deposit and disbursement in accordance with the expiration of the “Due Diligence Period” Disbursement Procedures (as hereinafter defined). The foregoing notwithstanding and provided that no Event of Default or Default shall have occurred and be continuing, Buyer Lender agrees that upon receipt of written request from Borrower and Guarantor, Lender shall deposit with Escrow Holder additional cash disburse $1,875,571 from Additional Deposits made after the date hereof (the "Available Insurance Funds") to or other immediately available funds as directed by Guarantor to be applied to repay a portion of the loan made by Guarantor to Borrower on the date hereof in the amount of One Hundred Thousand and No/100 Dollars ($100,000) 3,308,917 (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”"Patriot Subordinated Loan"). Escrow Holder shall deposit Borrower and Guarantor acknowledge and agree that the Deposit Patriot Subordinated Loan is unsecured, may be repaid only from and to the extent of any Available Insurance Funds and from any Available Tax Funds (as hereinafter defined) as provided in a non-commingled trust account and shall invest the Deposit in an insuredSection 7 hereof and, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments subject to repayment as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) is fully subordinated to the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references Reimbursement Obligations in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)all respects.

Deposit. Within one (1) business day following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow procure a letter of credit, in a form reasonably acceptable to Seller, from a creditworthy bank or other financial institution selected by Buyer (as defined below“Buyer’s Letter of Credit”) in the amount of Seven Three Hundred Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00300,000.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than and within three (3) business days after the expiration Effective Date shall deposit Buyer’s Letter of Credit with Chicago Title Insurance Company, 0000 Xxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxx, XX 00000, Attention: Xxxxxx XxXxxxx (the “Due Diligence Period” (as hereinafter definedEscrow Agent”), to secure Buyer’s performance hereunder (Buyer’s Letter of Credit and any cash substituted therefor and any interest earned thereon shall hereinafter be referred to as the “Deposit”). The expiry date of Buyer’s Letter of Credit shall not be before _________, and the beneficiary of Buyer’s Letter of Credit shall be the Escrow Agent. Buyer shall within three (3) business days after the date of Buyer’s Review Period Notice deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Eight Hundred Thousand and No/100 Dollars ($100,000800,000.00) (in cash with the “Additional Deposit”Escrow Agent, and together with upon such deposit, Buyer’s Letter of Credit shall be returned promptly to Buyer. Any cash Deposit shall be held in an interest-bearing investment approved by Buyer. The Deposit, whether it is in the Initial Deposit and all interest accrued thereonform of one or more letters of credit or cash, or both, shall be held pursuant to Escrow Instructions in the form attached hereto on Schedule 2, which shall be executed by the parties hereto and, upon receipt of the Deposit, the “Deposit”)Escrow Agent. Escrow Holder shall deposit the At Closing any cash Deposit in a non-commingled trust account and shall invest the Deposit in an insured, plus any interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest earned thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited applied against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Price.

Deposit. Within one (1) business day following Contemporaneously with the mutual execution and exchange delivery of this AgreementAgreement by Seller and Purchaser, Buyer Purchaser shall deposit into with LandAmerica Commercial Services, 0000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxxxx 00000, Escrow Officer: Xxx Xxxxx, Telephone (as defined below000) 000-0000; Telecopier (000) 000-0000 (“Escrowee”), by wire transfer of immediately available federal funds to an account designated by Escrowee (the amount “Escrow Account”), the sum of Seven Five Million Four Hundred Twenty-One Thousand One Hundred Forty Three and No/100 00/100 Dollars ($7,143.005,421,000.00) (together with all interest thereon and the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” Extension Deposit (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in to the amount extent deposited pursuant to the terms of One Hundred Thousand and No/100 Dollars Section 5, but excluding the Independent Consideration ($100,000) (the “Additional Deposit”as hereinafter defined), and together with the Initial Deposit and all interest accrued thereon, being collectively referred to herein as the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the which Deposit shall be paid held by Escrowee pursuant to Existing Owner the escrow agreement (the “Escrow Agreement”) attached hereto as Exhibit N and credited against the Purchase Price on the Closing Datehereby made a part hereof. In the event the sale If Purchaser is entitled to terminate this Agreement and receive a refund of the Property Deposit pursuant to the terms hereof and Seller has notified Purchaser in writing that Purchaser is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure breach of any of Buyer’s its obligations under this Agreement (a “Pre-Closing Conditions (as defined below) to occur or (d) any other reason other than a default by BuyerBreach”), then Escrowee shall release the Deposit shall to Purchaser, less any amounts Seller notifies Purchaser and Escrowee in writing (which notification must be immediately and automatically paid over to Buyer without given no more than five (5) Business Days after Purchaser’s request for the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” ) that Escrowee needs to holdback to cover any loss estimated by Seller to have occurred as a result of Purchaser’s Pre-Closing Breach (“Pre-Closing Breach Amount”), which Pre-Closing Breach Amount shall also be deemed held by Escrowee until such time as either (x) Purchaser and Seller reach an agreement and jointly notify Escrowee in writing as to include the amount Seller is owed for Purchaser’s Pre-Closing Breach, and the remaining amount, if any, to be released to Purchaser, or (y) the Purchaser’s Pre-Closing Breach has been fully adjudicated and Escrowee receives a return final judgment, order, ruling or injunction issued by a court of competent jurisdiction). Notwithstanding the foregoing or anything to the contrary contained herein, the failure of Seller to assert a Pre-Closing Breach prior to the expiration of the “Deposit” under five (5) Business Day period provided for herein shall not in any way constitute a waiver of Seller’s rights to subsequently assert the “Other Property Purchase Agreements” (as defined herein)existence of such Pre-Closing Breach.

Deposit. Within one (a) On the date on which Buyer successfully receives at least Twenty Million Dollars ($20,000,000) of proceeds from the sale to the public of shares in Buyer (the “REIT Closing Date”), Buyer shall deposit $250,000 per Hotel Property (the “Deposit”) with a mutually satisfactory escrow agent (the “Escrow Agent”). The Option shall automatically expire, and this Contract shall automatically terminate (whereupon neither Seller nor Buyer shall have any further obligation to the other hereunder), if (i) the REIT Effective Date shall not occur by March 31, 2005, or (ii) Buyer shall fail to deposit the Deposit with the Escrow Agent on the REIT Closing Date and such failure shall continue for two business days after Buyer receives notice of such failure from Seller. (b) The Deposit shall be held by Escrow Agent subject to the terms and conditions of an escrow agreement, in the form attached hereto as Exhibit C (the “Escrow Agreement”), and shall be paid or applied as provided in this Option Contract. The Deposit shall be held in an interest-bearing account in a federally insured bank or savings institution reasonably acceptable to Seller and Buyer, with all interest to accrue to the benefit of the party entitled to receive it and to be reportable by such party for income tax purposes. Buyer’s Federal Tax Identification Number is 00-0000000. The Federal Tax Identification Number for each entity constituting Seller is set forth in Schedule 1. (c) business day following At the mutual execution Closing for any Hotel Property, the portion of the Deposit allocable to such Hotel Property, together with the interest earned thereon, shall be paid to Seller and exchange credited against the Purchase Price for such Hotel Property. If this Option Contract shall terminate with respect to any Hotel Property prior to the Closing for such Hotel Property, the portion of the Deposit allocable to such Hotel Property, together with the interest earned on such portion of the Deposit, shall be paid to the Seller, except as otherwise provided in paragraph (d) of this Section 2.6 or in Section 13.2 or Section 14.2 hereof. (d) Notwithstanding any other provision of this Agreement, Buyer shall deposit into Escrow (be entitled to terminate this Contract with respect to any Hotel Property as defined below) to which Seller shall not have sent a Completion Notice by July 31, 2005, and in such event Buyer shall be entitled to receive the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration portion of the “Due Diligence Period” (as hereinafter defined)Deposit that shall be allocable to such Hotel Property, Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or earned on such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part portion of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one (1i) business day Purchaser has, on or prior to the date hereof (or, if the date hereof is not a Business Day, the first Business Day immediately following the mutual execution date hereof) and exchange of this pursuant to the Escrow Agreement, Buyer shall made an exxxxxx money deposit into with the Escrow (as defined below) Agent in the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars (equal to $7,143.00) 12,000,000 (the “Initial Deposit”), in the form of a by wire transfer payable to Chicago Title Insurance Company of immediately available funds for deposit into a separate segregated, non-interest bearing escrow account (the “Escrow HolderAccount”). Unless ) maintained by the Escrow Agent in accordance with the Escrow Agreement and Bidding Procedures Order. (ii) So long as this Agreement shall have has not been terminated earlier terminated, Purchaser will, on or prior to October 23, 2023, and pursuant to the provisions hereof prior theretoEscrow Agreement, no later than three make a second exxxxxx money deposit with the Escrow Agent in the amount equal to $3,000,000 (3) business days after the expiration of the “Due Diligence Period” (as hereinafter definedSecond Deposit”), Buyer shall deposit with Escrow Holder additional cash or other by wire transfer of immediately available funds for deposit into the Escrow Account maintained by the Escrow Agent in accordance with the Escrow Agreement and Bidding Procedures Order. (iii) So long as this Agreement has not been earlier terminated, Purchaser will, on or prior to November 8, 2023, and pursuant to the Escrow Agreement, make a third exxxxxx money deposit with the Escrow Agent in the amount equal to the difference (i) $57,500,000 minus (ii) the sum of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereonthe Second Deposit (such difference, the “Final Deposit”), by wire transfer of immediately available funds for deposit into the Escrow Account maintained by the Escrow Agent in accordance with the Escrow Agreement and Bidding Procedures Order, such that immediately after the Final Deposit is made the amount in the Escrow Account equals $57,500,000 (the total amount of funds held in the Escrow Account at any given time from the Initial Deposit, Second Deposit, or Final Deposit, shall be referred to herein as the “Deposit”). Escrow Holder The Deposit shall deposit the Deposit in a non-commingled trust account not be subject to any lien, attachment, trustee process, or any other judicial process of any creditor of any Seller or Purchaser and shall invest the Deposit in an insured, interest bearing money market accounts, certificates be applied against payment of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. (a) Within one two (12) business day following Business Days after the mutual Effective Date and execution and exchange of this Agreementthe Joint Escrow Instructions by the Parties, Buyer shall deposit into Escrow (as defined below) the amount of Seven One Million Five Hundred Thousand One Hundred Forty Three and No/100 Dollars ($7,143.001,500,000.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all any interest accrued earned thereon, the “Deposit”) with Nevada Title Company, 3000 Xxxxxx Xxxxxx Parkway, Suite 120, Las Vegas, Nevada 89169, as the escrow agent of the Parties and issuing agent of the Title Insurer (the “Escrow Agent”). The Escrow Holder Agent shall deposit place any and all funds deposited into escrow into an interest bearing account or accounts insured by the federal government or obligations issued or guaranteed by the federal government or its agencies or instrumentalities as mutually agreed by Seller and Buyer. Upon the Closing, the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited against the Purchase Price and shall be promptly released by the Escrow Agent to Buyer’s account Seller pursuant to the terms hereof. Upon the termination of this Agreement, the Deposit shall be payable pursuant to Section 9.2(c), and deemed thereafter shall be promptly released by the Escrow Agent to be part Buyer or Seller, as applicable, pursuant to Section 9.2(c). (b) Concurrently with the execution of this Agreement, Seller and Buyer agree to execute escrow instructions to the Escrow Agent in the form of the DepositJoint Escrow Instructions marked “Exhibit J”, affixed hereto and by this reference incorporated herein and made a part hereof (the “Joint Escrow Instructions”). On or before the Closing Date, Buyer and Seller agree to execute such supplemental escrow instructions to Escrow Agent as may be reasonably necessary or required by the Escrow Agent in order to consummate the purchase and sale transaction contemplated herein, or otherwise to distribute and pay the funds held in escrow as provided in this Agreement; provided, that such supplemental escrow instructions are consistent with the terms of this Agreement. In the event of any inconsistency between the consummation terms and provisions of such supplemental escrow instructions and the terms and provisions of this Agreement, the terms and provisions of this Agreement shall control, absent an express written agreement between the Parties hereto to the contrary which acknowledges this Section 3.3(b). (c) All fees of the purchase and sale of the Property as contemplated hereunder, Escrow Agent or otherwise related to the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement borne equally by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Seller.

Deposit. (a) Within one two (12) business day days following the mutual execution and exchange Seller's acceptance of this Agreement, Buyer Purchaser shall initially deposit into Escrow (as defined below) with the amount Title Company the sum of Seven Seventy-Five Thousand One Hundred Forty Three and No/100 Dollars ($7,143.0075,000.00) (the “"Initial Deposit”"), in which Initial Deposit shall be increased to One Hundred Thousand Dollars ($100,000.00) (the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to "Final Deposit," and, together with the provisions hereof prior theretoInitial Deposit, no later than three (3the "Deposit") business days after upon the expiration of the “Due Diligence Period” Period (as hereinafter defined)) if Purchaser does not elect to terminate this Agreement at that time. The Deposit shall be held in escrow by the Title Company pursuant to the Title Company's standard form of strict joint order escrow instructions. If Purchaser elects to extend the Closing Date pursuant to Section 6.1, Buyer shall deposit with Escrow Holder the additional cash or other immediately available funds in the amount of One Hundred Twenty-Five Thousand and No/100 Dollars ($100,00025,000.00) to be deposited therefor shall be part of the Deposit and the Deposit shall then be One Hundred Twenty-Five Thousand Dollars ($125,000.00) as of the “Additional Deposit”, and together with expiration of the Due Diligence Period. (b) In the event the Initial Deposit is not delivered within the period provided in Section 3.2(a), then Seller shall have the right to terminate this Agreement, whereupon this Agreement shall be null and all void and neither party shall have any rights or obligations hereunder. The Deposit (together with any interest accrued earned thereon, the “Deposit”). Escrow Holder ) shall deposit the Deposit be held and invested in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accountsU.S. Government obligations, certificates of deposit, United States Treasury Bills money market funds or such other instruments interest-bearing investment as directed by Buyer Seller shall determine, and reasonably acceptable to Existing Owner all interest and interest other earnings thereon shall be credited to Buyer’s account and deemed to be become a part of the Deposit. In The funds representing the event Final Deposit shall be deposited in the joint order escrow and shall be governed thereby. Purchaser shall be responsible to pay for any and all costs related to the investment of the consummation Deposit. At Closing, the Deposit (together with any interest earned thereon) shall be paid and applied against the Purchase Price. Purchaser shall have the right to terminate this Agreement for any reason by written notice thereof delivered to Seller within the Due Diligence Period, and upon such termination, the Deposit (together with any interest earned thereon) shall be returned to Purchaser and the parties shall have no further rights or obligations hereunder. Upon the expiration of the purchase and sale of the Property Due Diligence Period, as contemplated hereunderextended, if applicable, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller defaultnon-refundable, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate except as otherwise provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit and Purchaser shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return have accepted the condition of the “Deposit” under Property. If this Agreement is terminated by Seller pursuant to Section 9.2 hereof, then except as expressly provided in said Section 9.2, the “Other Property Purchase Agreements” (parties agree that Seller shall be entitled to receive the entire Deposit as defined herein).liquidated damages. The parties agree that the amount of liquidated damages described in the preceding sentences, as applicable, is a reasonable sum considering all of the circumstances existing as of the date hereof, including the relationship of such sum to the amount of harm to Seller that reasonably could be anticipated, Seller's anticipated use of the proceeds of sale and the fact that actual damages would be impossible to determine. PURCHASER AND SELLER AGREE THAT BASED UPON THE CIRCUMSTANCES NOW EXISTING, KNOWN AND UNKNOWN, IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO ESTABLISH SELLER'S DAMAGE BY REASON OF PURCHASER'S DEFAULT. SELLER AND PURCHASER ACKNOWLEDGE AND AGREE THAT THE APPLICABLE FOREGOING AMOUNT OF LIQUIDATED DAMAGES IS REASONABLE AS LIQUIDATED DAMAGES AND SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY IN LIEU OF ANY OTHER RELIEF, RIGHT OR REMEDY, AT LAW OR IN EQUITY, TO WHICH SELLER MIGHT OTHERWISE BE ENTITLED BY REASON OF PURCHASER'S DEFAULT. SELLER AND PURCHASER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 3.2 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. Seller's Initials __________ Purchaser's Initials __________

Deposit. (a) Within one (1) business day following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration date of delivery to Purchaser of an original of this Agreement executed by Seller, together with completed Exhibits hereto (the “Due Diligence Period” (as hereinafter defineddate of such delivery by Seller being the "Acceptance Date"), Buyer Purchaser shall deposit deliver to Chicago Title Insurance Company, 200 Commerce Drive, Suite 200, Xxxx Xxxxxxxxxx, XX 00000 (xxx "Xxxxx Xxxxxxx"), xx escrow agent, an irrevocable, unconditional letter of credit with Escrow Holder additional cash or other immediately available funds an expiration date of February 15, 1998 in the amount of One Hundred Thousand and No/100 Dollars ($100,000100,000.00) and subject to earlier expiration in accordance with the terms of this Agreement (the “Additional "Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”"). Escrow Holder The Deposit shall deposit the Deposit be in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and form reasonably acceptable to Existing Owner Seller's counsel and interest thereon shall be credited held by the Title Company pursuant to Buyer’s the terms and conditions of this Agreement. (b) The Title Company will immediately provide Seller with written evidence of receipt of such Deposit. (c) In the event that, at any time prior to Closing, Seller or Purchaser provides Title Company with a certification (a copy of which shall be delivered contemporaneously to the other party) that the Seller or Purchaser, as the case may be, is entitled to the Deposit pursuant to the terms of this Agreement, Title Company shall deliver the Deposit to such party within five (5) business days after receipt of said notice and upon 24-hours prior written notice to each party, unless the other party disputes such certification by written notice to Title Company (a copy of which shall be delivered contemporaneously to the other party) delivered within three (3) business days of Title Company's receipt of the initial certification. In such event, Title Company shall cash the Deposit and hold the Deposit proceeds in escrow in an interest bearing account pending resolution of such dispute. Notwithstanding the foregoing, should Purchaser exercise its termination right during the Feasibility Period pursuant to Section 13(b), it is agreed by Seller that Seller shall not dispute Purchaser's certification that Purchaser is entitled to the Deposit. (d) The parties acknowledge that Title Company is acting solely as a stakeholder at their request and for their convenience, that Title Company shall not be deemed to be part the agent of either of the Deposit. In the event parties, and Title Company shall not be liable to either of the consummation parties for any act or omission on its part unless taken or suffered in bad faith, in willful disregard to this Agreement or involving gross negligence, unless Title Company will agree to a standard of care of all but negligence. Seller and Purchaser shall jointly and severally indemnify and hold Title Company harmless from and against all costs, claims and expenses, including reasonable attorneys' fees, incurred in connection with the purchase and sale performance of the Property as contemplated Title Company's duties hereunder, the Deposit shall be paid except with respect to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller defaultactions or omissions taken or suffered by Title Company in bad faith, (b) the termination in willful disregard of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) or involving gross negligence on the failure part of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Title Company.

Deposit. Within one Buyer has previously deposited in the escrow (1the "Deposit") business established with the Title Company for this transaction cash in the amount of $10,000.00. On or before the last day following of the mutual execution and exchange of this AgreementInspection Period, Buyer shall deposit into Escrow in escrow the additional sum of $40,000.00 in cash or certified funds. Title Company shall invest all funds so deposited in an interest-bearing cash-management account reasonably acceptable to Buyer and Seller. The funds so deposited and all interest thereon are referred to collectively as the "Deposit." In the event that (as defined belowa) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), conditions precedent set forth in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement Section 3.1 above shall have been terminated pursuant to the provisions hereof prior theretosatisfied or waived, no later than three (3b) business days after the expiration Seller shall have performed fully or tendered performance of the “Due Diligence Period” its obligations hereunder and (as hereinafter defined), c) Buyer shall deposit with Escrow Holder additional cash be unable or other immediately available funds in fail to perform its obligations hereunder, then the entire amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and retained by Seller. Buyer hereby certifies to the Title Company that Buyer's FEIN number is 00-0000000. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT SELLER'S DAMAGES IN THE EVENT OF SUCH A BREACH OF THIS AGREEMENT BY BUYER WOULD BE DIFFICULT OR IMPOSSIBLE TO ESTIMATE OR DETERMINE, THAT THE AMOUNT OF THE DEPOSIT IS THE PARTIES' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO CLOSE, AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. BUYER AND SELLER AGREE THAT SELLER'S RIGHT TO RETAIN THE DEPOSIT SHALL BE THE SOLE AND EXCLUSIVE REMEDY OF SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY BUYER. ACCEPTED AND AGREED TO: /s/ /s/ --- --- Seller Buyer In the event that this transaction is consummated as contemplated by this Agreement, then the entire amount of the Deposit shall be credited against the Purchase Price on Price. The entire amount of the Closing Date. In Deposit shall be returned immediately to Buyer in the event the sale of the Property is not consummated because of that (a) a Seller defaultthe conditions precedent set forth in Section 3.1 above shall have been satisfied or waived, (b) the termination Buyer shall have performed fully or tendered performance of this Agreement by Buyer in accordance with any right to so terminate provided herein, its obligations hereunder and (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit Seller shall be immediately and automatically paid over unable or fail to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate perform its obligations under this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one (1) business day following On the mutual execution and exchange of this AgreementEffective Date, Buyer Purchaser shall deposit into Escrow (as defined below) deliver the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant United States dollars and in immediately available funds, to the provisions hereof prior theretoCompany, no later than three (3) business days after to such interest-bearing account as the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”)Company may designate. Escrow Holder shall deposit the Deposit in a non-commingled trust account and The Company shall invest the Deposit in an insured, interest bearing a commercial money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part shall promptly provide the Purchaser with confirmation of the Depositinvestments made. In The Company shall not commingle the event of the consummation of the purchase and sale of the Property as contemplated hereunder, Deposit with any other funds. All interest accruing on the Deposit shall be deemed to be for the account of the Purchaser, and paid to Existing Owner and credited against the Purchaser upon Closing. Upon Closing, the Parties shall consider the Deposit as a credit reducing the amount of the Purchase Price on otherwise owing to the Closing DateCompany pursuant to Section 2.1 hereof. In Upon the event occurrence of any Termination Event or any other failure to consummate the sale Contemplated Transactions, other than as a result of a Breach by Purchaser of this Agreement and/or a Breach by the Parent of the Property Guarantee as a result of which this Agreement is not consummated because of (aterminated by the Company pursuant to Section 10.1(a) a Seller defaulthereof, (b) the Deposit, together with accrued interest thereon, and all Prior Payments, without interest, shall be returned to the Purchaser no later than the tenth Business Day following the termination of this Agreement Agreement, by Buyer wire transfer of immediately available funds to such account as the Purchaser may designate. If the Company fails to pay the Deposit, together with accrued interest thereon, and all Prior Payments, without interest, when due in accordance with any right this Section 2.2(a), the Company shall pay to so terminate provided herein, the Purchaser interest on such overdue amount (cfor the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid to the Purchaser in full) at a rate per annum equal to six percent (6%). Upon the failure occurrence of any of Buyer’s Closing Conditions (as defined below) to occur Termination Event or (d) any other reason failure to consummate the Contemplated Transactions as a result of a Breach by Purchaser of this Agreement and/or a material inaccuracy in or breach of, or any failure to perform or comply with a representation, warranty, covenant, obligation or other than a default provision of the Guarantee by Buyerthe Parent, then the Deposit Deposit, together with accrued interest thereon, and all Prior Payments, without interest, shall be immediately and automatically paid over to Buyer without retained by the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Company.

Deposit. Within one (1a) business day following The Parties acknowledge that the mutual execution and exchange Vendor’s Solicitors shall be mere stakeholders of this Agreement, Buyer shall deposit into Escrow (the Deposit as defined below) between the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”)Parties and, in the form event of a wire transfer payable dispute between the Vendor and the Purchaser as to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to entitlement to, or disposition of, the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all and/or any accrued interest accrued thereon, the “Deposit”). Escrow Holder Vendor’s Solicitors shall deposit be entitled to pay the Deposit and/or such interest into court and thereafter shall have no further responsibility with regard thereto, and the Vendor’s Solicitors may act in the interest of the Vendor in the matter of any dispute between the Parties, while still holding the Deposit in a nontrust (or having deposited the Deposit into court). The Vendor’s Solicitors shall be entitled to represent the Vendor in all matters regarding this Agreement and the Purchased Assets, regardless of the termination of this Agreement for any cause. (b) The Vendor’s Solicitors will hold the Deposit, in trust, pending completion or other termination of this Agreement in an interest-commingled bearing trust account and with one of the five (5) largest Canadian Schedule I chartered banks, to be credited on account of the Purchase Price on Closing, with interest accruing to the Purchaser. The Vendor’s Solicitors shall invest forthwith deliver the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills to the Vendor following Closing. (c) If the Due Diligence Condition is not satisfied or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderwaived, the Deposit shall be paid refunded to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance Purchaser with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or accrued interest. (d) any other reason other than a default Following the satisfaction or waiver by Buyerthe Purchaser of the Due Diligence Condition, then the Deposit shall be immediately non-refundable to the Purchaser, save and automatically paid over except as provided in Section 3.2(e)(i). (e) If the Closing is not completed: (i) due to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make default of the Initial Deposit or Vendor, the Additional Deposit as and when required hereunder Purchaser shall be for Seller entitled to terminate this Agreement. All references in this Agreement to a “the return of the Deposit” shall also be deemed Deposit with accrued interest, and in addition to include a return seek damages against the Vendor in an amount not to exceed the amount of the “Deposit” under Deposit actually paid by the “Other Property Purchase Agreements” Purchaser. For greater certainty, an action in damages shall be the sole and exclusive remedy available to the Purchaser in the event that the Transaction is not completed as a result of the default of the Vendor; (ii) due to a default of the Purchaser, the Deposit then paid and any accrued interest thereon shall be immediately paid by the Vendor’s Solicitors to the Vendor, as defined hereinliquidated damages (and not as a penalty), without further recourse of the Vendor against the Purchaser of any kind; and (iii) for any reason other than due to a default of the Vendor or the Purchaser, the Deposit and any accrued interest thereon shall be returned to the Purchaser forthwith without deduction.

Deposit. Within one (1) business day Business Day following the mutual execution Effective Date and exchange of as a condition precedent to this AgreementAgreement being effective, Buyer Purchaser shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable deliver to Chicago Title Insurance Company (the “Escrow HolderAgent”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined)by federal funds wire transfer, Buyer shall a cash deposit with Escrow Holder additional cash or other in immediately available funds in the amount of One Hundred Thousand and No/100 Two Million Dollars ($100,0002,000,000) (together with any interest accrued thereon, the “Initial Deposit”). On or before the date (such date, the “Additional Deposit Due Date”) that is the first Business Day following the later of (i) expiration or waiver of the Diligence Period (as defined in Section 4.1), or (ii) the date Purchaser is provided with the executed Required Estoppels for each Lease and the executed and acknowledged subordination, non-disturbance and attornment agreements for each Lease, each in the form attached to the Lease made as of November 3, 2004, between Commerce Center Park I, LLC, a Delaware limited liability company, as landlord, and Sweetheart Cup Company Inc., as tenant, Purchaser shall deliver to Escrow Agent, by federal funds wire transfer, a cash deposit in immediately available funds in the additional amount of Two Million Dollars ($2,000,000) (the “Additional Deposit”, and together with the ). The Initial Deposit and all interest accrued thereon, Additional Deposit are collectively referred to herein as the “Deposit”). Escrow Holder If Purchaser shall fail to deposit the full Deposit in a non-commingled trust account and shall invest with Escrow Agent within the Deposit in an insuredtime period provided for above, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable Seller may at any time prior to Existing Owner and interest thereon shall be credited to BuyerEscrow Agent’s account and deemed to be part receipt of the Deposit. In , terminate this Agreement by written notice to Purchaser and Escrow Agent as its sole and exclusive remedy, in which case this Agreement shall be null and void, and thereafter neither party shall have any further rights or obligations to the event of the consummation of the purchase and sale of the Property as contemplated other hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) except for those which expressly survive the termination of this Agreement by Buyer Agreement. Prior to Purchaser’s making the Deposit, Seller, Purchaser and Escrow Agent shall enter into an escrow agreement in the form of Exhibit B attached hereto (the “Escrow Agreement”). Escrow Agent shall hold the Deposit in accordance with any right to so terminate provided herein, (c) this Agreement and the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then Escrow Agreement and shall disburse the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party heretoSeller at Closing. The sole remedy for a failure by Buyer to make Deposit is non-refundable unless Purchaser terminates this Agreement in accordance with the Initial Deposit or express provisions of this Agreement. Within one Business Day of the Additional Deposit as Due Date, Purchaser shall enter into a rate lock agreement with its mortgage lender and when required hereunder shall be for Seller within one Business Day following such entry provide a copy of such rate lock agreement to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Seller.

Deposit. Within one (1a) business day following Concurrently with the mutual execution of the Escrow Agreement by Buyer and exchange of this AgreementSellers, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) deliver to The Chase Manhattan Bank (the “Initial Deposit”), in the form of "Escrow Agent") a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall performance guarantee deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Fifteen Million Dollars ($100,00015,000,000.00) (the “Additional "Deposit”") in accordance with the provisions of the Escrow Agreement by and among Buyer, Sellers and the Escrow Agent in the form attached hereto as Exhibit F (the "Escrow Agreement"). All fees payable to the Escrow Agent under the Escrow Agreement shall be borne and paid one-half by Buyer and one-half by Sellers. (b) If the transactions contemplated by this Agreement are consummated, the Deposit and any interest accrued thereon shall be distributed to Sellers and shall be considered as payment of a portion of the Purchase Price, and together with the Initial Purchase Price payable by Buyer at Closing shall be reduced by the amount of the Deposit and all any interest accrued thereon, . (c) If (i) all conditions precedent to the “Deposit”). Escrow Holder shall deposit obligations of Buyer set forth in Article IX have been met; and (ii) either (A) the Deposit in a non-commingled trust account and shall invest transactions contemplated by this Agreement are not consummated on or before the Deposit in an insured, interest bearing money market accounts, certificates Closing Date solely because of: (1) the failure of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part perform any of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated its material obligations hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of or (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c2) the failure of any of Buyer’s 's representations or warranties hereunder to be true and correct in all material respects as of the Closing, or (B) the transactions contemplated by the Contribution Agreement are not consummated on or before the Closing Conditions Date solely because of: (1) the failure of any of the Pure Parties or the Partnership (as such terms are defined belowunder the Contribution Agreement) to occur perform any of its material obligations under the Contribution Agreement, or (2) the failure of any of the Pure Parties' or the Partnership's representations or warranties under the Contribution Agreement to be true and correct in all material respects as of the Closing, then, in such event, Sellers shall have the right to terminate this Agreement, seek damages from Buyer, and receive the Deposit and the interest earned thereon. The condition precedent to the obligations of Buyer set forth in Section 9.04 shall be deemed to have been met for purposes of Section 2.02(c)(i), if such condition precedent is not met solely because of the failure of the Pure Parties, as defined in the Contribution Agreement, to perform any of its material obligations under the Contribution Agreement or the failure of any of the Pure Parties' representations or warranties under the Contribution Agreement to be true and correct in all material respects as of the Closing Date. It is expressly understood that the conditions precedent to the obligations of Buyer set forth in Article IX shall not have been met if (I) the Contribution Agreement is terminated by the Pure Parties in accordance with the Contribution Agreement and (II) the transactions contemplated by this Agreement have not failed to Close because of Buyer's material breach of this Agreement. The Deposit and the interest earned thereon, when released to IPP on behalf of Sellers, shall be credited against Buyer's obligation to pay to Sellers damages (as limited by the provisions of Section 12.07(c)) resulting from the transactions not being consummated on the Closing Date. The Parties shall execute and deliver written instructions to the Escrow Agent to accomplish the foregoing. (d) If this Agreement is terminated by the mutual written agreement of Buyer and Sellers, or if the Closing does not occur on or before the Closing Date, for any other reason other than a default by Buyeras set forth in Section 2.02(c), then Buyer shall be entitled to the delivery of the Deposit, free of any claims by Sellers with respect thereto. In such event, any interest earned on the Deposit shall be immediately paid to Buyer. Sellers and automatically paid over Buyer agree to Buyer without execute and deliver written instructions to the need Escrow Agent for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return delivery of the Deposit” Escrow Funds in accordance with the provisions of this Section 2.02. Buyer and Sellers shall also be deemed to include a return of thereupon have the “Deposit” under the “Other Property Purchase Agreements” (as defined rights and obligations set forth elsewhere herein).

Deposit. 2.1.1. Within one two (12) business day days following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Two Hundred Four Thousand Sixty Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00204,067.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago First American Title Insurance Company (“Escrow Holder”). Unless this Agreement Escrow Holder shall have been terminated pursuant place the Deposit into an interest bearing money market account at a bank or other financial institution reasonably satisfactory to the provisions hereof prior theretoBuyer, no later than three (3) business days after the expiration and interest thereon shall be credited to Buyer’s account and shall be deemed to be part of the “Due Diligence Period” (as hereinafter defined)Deposit. 2.1.2. On or before the Closing Date, Buyer shall deposit with the Escrow Holder additional cash or other to be held in Escrow the balance of the Purchase Price, as adjusted by the prorations and adjustments provided for in this Agreement, in immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”)by wire transfer made payable to Escrow Holder. 2.1.3. Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner Seller and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner Seller and credited against the Purchase Price on the “Closing Date” (as defined below) to the extent such credit when added to the aggregate amount of deposits that have been applied to purchase prices under the purchase and sale agreements (the “Other Purchase and Sale Agreements”) related to the properties listed on Schedule 2.1.3 attached hereto (the “Properties”) does not exceed One Million and No/100 Dollars ($1,000,000.00). The balance of the Deposit, if any, shall be held in Escrow and shall be paid, in accordance with the terms of the applicable Other Purchase and Sale Agreement(s), to Seller’s affiliate and credited against the purchase price on the closing date of the last of the Properties to be purchased by Buyer’s affiliate from Seller’s affiliate. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) an Erly default, (c) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, or (cd) the Seller’s or Erly’s failure of to satisfy any of Buyer’s Closing Conditions (as defined below) to occur ), or (d) for any other reason other than reason, except for a default by BuyerBuyer under Section 13.2, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy In the event the sale of the Property is not consummated for a failure by Buyer to make any of the Initial reasons set forth in Section 13.2, the Deposit or the Additional Deposit as and when required hereunder shall be for promptly paid to and retained by Seller to terminate this Agreementin accordance with Section 13.2. All references in this Agreement to a “return of As used herein, the Deposit” shall also be deemed to include a return of the term “Deposit” includes any deposit made pursuant to an Other Purchase and Sale Agreement that was not applied to the purchase price under the “such Other Property Purchase Agreements” (as defined herein)and Sale Agreement.

Deposit. Within one (1a) business day following Concurrently with the mutual execution by Transferor and exchange Transferee of this Agreement, Buyer shall deposit into Transferee has deposited with Wachtell Lipton Rosen & Katz, as escrow agent (when acting in the capacity of escrow xxxxt, xxx "Escrow (as defined belowHolder") the amount sum of Seven Thousand One Hundred Forty Three and No/100 Five Million Dollars ($7,143.005,000,000) (the “Initial "Deposit”), in the form of a ") by wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant of immediately available federal funds to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with account set forth on Exhibit X. Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accountsaccount. Escrow Holder shall not be liable for (i) any loss of such investment (unless due to Escrow Holder's gross negligence or willful misconduct) or (ii) any failure to attain a favorable rate of return on such investment. (b) Escrow Holder shall deliver the Deposit, certificates and the interest accrued thereon, to Transferor or to Transferee, as the case may be, under the following conditions: (i) upon the Closing, the Deposit (together with all interest accrued thereon) shall be delivered to Transferee; or (ii) if Transferee has defaulted in the performance of depositits obligations under this Agreement as provided in Section 8.2(a) then Transferor shall deliver a written notice to Escrow Holder instructing Escrow Holder to deliver the Deposit to Transferor, United States Treasury Bills and in the event that within ten (10) days of such request, Transferee shall not have delivered a written objection to Escrow Holder pursuant to Section 2.4(d) below, then the Escrow Holder shall within two Business Days after the end of such ten (10) day period deliver the Deposit to Transferor, unless Transferee has delivered to Transferor the shares of common stock or units of limited partnership as provided in Section 8.2(a); or (iii) if Transferor has defaulted in the performance of its obligations under this Agreement as provided in Section 8.2(c) then Transferee shall deliver a written notice to Escrow Holder instructing Escrow Holder to deliver the Deposit to Transferee, and in the event that within ten (10) days of such other instruments request, Transferor shall not have delivered a written objection to Escrow Holder pursuant to Section 2.4(d) below, then the Escrow Holder shall within two Business Days after the end of such ten (10) day period deliver the Deposit to Transferee; or (iv) the Deposit, and the interest accrued thereon, shall be delivered to Transferee or Transferor as directed by Buyer joint written instructions of Transferor and reasonably acceptable Transferee. (c) Upon the filing of a written demand for the Deposit by Transferor or Transferee, pursuant to Existing Owner and interest thereon subsection (b)(ii) or (b)(iii), Escrow Holder shall be credited promptly give notice thereof (including a copy of such demand) to Buyer’s account and deemed the other party. The other party shall have the right to be part object to the delivery of the Deposit, by giving written notice of such objection to Escrow Holder at any time within ten (10) days after such party's receipt of notice from Escrow Holder, but not thereafter. Such notice shall set forth the basis for objecting to the delivery of the Deposit. In Within one Business Day of its receipt of such notice of objection, Escrow Holder shall give a copy of such notice to the event party who filed the written demand. (d) If Escrow Holder shall have received the notice of objection provided for in subsection (c) above within the time therein prescribed, Escrow Holder shall continue to hold the Deposit, and the interest accrued thereon, until (i) Escrow Holder receives a written notice jointly signed by Transferor and Transferee directing the disbursement of the consummation Deposit, in which case Escrow Holder shall then disburse the Deposit, and the interest accrued thereon, in accordance with said direction, or (ii) litigation is commenced between Transferor and Transferee, in which case Escrow Holder shall deposit the Deposit, and the interest accrued thereon, with the clerk of the purchase and sale of the Property court in which said litigation is pending, or (iii) Escrow Holder takes such affirmative steps as contemplated Escrow Holder may elect, at Escrow Holder's option, in order to terminate Escrow Holder's duties hereunder, including but not limited to depositing the Deposit, and the interest accrued thereon, in court and commencing an action for interpleader, the costs thereof to be borne by whichever of Transferor or Transferee is the losing party. (e) Escrow Holder may rely and act upon any instrument or other writing reasonably believed by Escrow Holder to be genuine and purporting to be signed and presented by any person or persons purporting to have authority to act on behalf of Transferor or Transferee, as the case may be, and shall not be liable in connection with the performance of any duties imposed upon Escrow Holder by the provisions of this Agreement, except for Escrow Holder's own gross negligence, willful misconduct or default. Escrow Holder shall have no duties or responsibilities except those set forth herein. Escrow Holder shall not be bound by any modification, cancellation or rescission of this Agreement unless the same is in writing and signed by Transferee and Transferor, and, if Escrow Holder's duties hereunder are affected, unless Escrow Holder shall have given prior written consent thereto. Escrow Holder shall be reimbursed by Transferor and Transferee for any expenses (including reasonable legal fees and disbursements of outside counsel, including all of Escrow Holder's fees and expenses with respect to any interpleader action pursuant to paragraph (d) above) incurred in connection with this Agreement, and such liability shall be joint and several; provided that, as between Transferee and Transferor, the prevailing party in any dispute over the Deposit shall be entitled to reimbursement of any such expenses paid to Existing Owner and credited against the Purchase Price on the Closing DateEscrow Holder. In the event the sale that Escrow Holder shall be uncertain as to Escrow Holder's duties or rights hereunder, or shall receive instructions from Transferee or Transferor that, in Escrow Holder's opinion, are in conflict with any of the Property is provisions hereof, Escrow Holder shall be entitled to hold and apply the Deposit, and the interest accrued thereon, pursuant to subsection (d) hereof and may decline to take any other action. After delivery of the Deposit, and the interest accrued thereon, in accordance herewith, Escrow Holder shall have no further liability or obligation of any kind whatsoever. (f) Escrow Holder shall have the right at any time to resign upon ten (10) Business Days prior notice to Transferor and Transferee. Transferor and Transferee shall jointly select a successor Escrow Holder and shall notify Escrow Holder of the name and address of such successor Escrow Holder within ten (10) Business Days after receipt of notice of Escrow Holder of its intent to resign. If Escrow Holder has not consummated because received notice of the name and address of such successor Escrow Holder within such period, Escrow Holder shall have the right to select on behalf of Transferor and Transferee a bank or trust company to act as successor Escrow Holder hereunder. At any time after the ten (a10) a Seller defaultBusiness Day period, (b) Escrow Holder shall have the right to deliver the Deposit, and the interest accrued thereon, to any successor Escrow Holder selected hereunder, provided such successor Escrow Holder shall execute and deliver to Transferor and Transferee an assumption agreement whereby it assumes all of Escrow Holder's obligations hereunder. Upon the delivery of all such amounts and such assumption agreement, the successor Escrow Holder shall become the Escrow Holder for all purposes hereunder and shall have all of the rights and obligations of the Escrow Holder hereunder, and the resigning Escrow Holder shall have no further responsibilities or obligations hereunder. The provisions of this Section 2.4 shall survive the Closing or termination of this Agreement Agreement. (g) The parties acknowledge and agree that, except as otherwise may be required by Buyer in accordance with any right to so terminate provided hereinapplicable law, (ci) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then parties will treat the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references escrow arrangement described in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).this

Deposit. 3.1 Within one five (15) business day days following the mutual execution and exchange of this AgreementEffective Date hereof, Buyer shall deposit into deliver to The Law Offices of John McCormick, Attorney for Seller, as Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”)Agent, with offices ix Xxxxxx Xxxx, North Carolina an initial deposit, in the form of One hundred Thousand Dollars ($100,000.00) (Cash or Check) and a wire transfer payable to Chicago Title Insurance Company promissory note in the amount of Four Hundred Thousand Dollars (“Escrow Holder”$400,000.00) (the "Note Deposit) (collectively, the "Initial Deposit"). Unless Provided this Agreement shall have been Contract is not earlier terminated pursuant to in accordance with the provisions hereof prior theretoterms contained herein, no later than three within five (35) business days after the expiration of the “Due Diligence Study Period” (as hereinafter defined), Buyer shall deposit with then deliver to Escrow Holder additional cash Agent its certified or other immediately available funds cashier's check in the amount of One Four Hundred Thousand and No/100 Dollars ($100,000400,000.00) (the “Additional "Note Replacement Deposit”, and together with ") (the Initial Deposit and all interest accrued thereon, the “Note Replacement Deposit shall hereinafter collectively be referred to as the "Deposit”"). The Deposit shall be immediately disbursed by Escrow Holder Agent to Seller c/o The West End Group of Investors, LLC, at which time Seller shall deposit execute and deliver to Buyer in recordable form dexx xx xxxxx covering the Property (the "Deed of Trust") which secures Seller's obligation to return to Buyer the Deposit in a non-commingled trust account accordance with the terms and conditions of this Contract. The Deed of Trust shall be in the form attached hereto as Exhibit "B" and incorporated herein by reference. After release of the Deposit to Seller by Escrow Agent, Seller shall be entitled to hold, invest and otherwise utilize the Deposit in an insuredany manner in which Seller elects, in its sole discretion, and any interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed earned by Buyer and reasonably acceptable to Existing Owner and interest thereon Seller on the Deposit shall be credited to Buyer’s account and deemed to be part solely for the benefit of the DepositSeller. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination any provision of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Contract entitles Buyer to make obtain the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” , then Seller shall also be deemed return the Deposit to include a Buyer within ten (10) days after Seller's obligation to return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).such Deposit The Shaeffer Family, LLC to Stanley Martin Companies, Inc. Initials:

Deposit. Within one (1) business day following On the mutual execution and exchange Effective Date, Purchaser shall deliver to Escrow Agent a wire transfer in the sum of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Ten Million Dollars ($7,143.0010,000,000) (the “"Initial Deposit”"), in the form of as a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”)good faith deposit. Unless If this Agreement shall have has not been terminated pursuant to the provisions hereof prior theretoSection 2.7, no later than three (3) business days after the expiration Purchaser shall deliver to Escrow Agent a wire transfer for an additional deposit of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Ten Million Dollars ($100,00010,000,000) (the “"Additional Deposit”") in accordance with the last paragraph of Section 2.7. The Initial Deposit, and together with the Initial Additional Deposit when and if made, is and all interest earned on the deposited funds while in Escrow, shall comprise the "Deposit". The Deposit shall be invested by Escrow Agent in a commercial bank or banks acceptable to Sellers' Representative and Purchaser at money market rates, or in such other investments as shall be approved in writing by Sellers' Representative and Purchaser. The Deposit shall be held and disbursed by Escrow Agent in strict accordance with the terms and provisions of this Agreement. All accrued thereon, the “Deposit”). Escrow Holder shall deposit interest or other earnings on the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be become part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the The Deposit shall be either (i) applied at Closing against the Adjusted Purchase Price, (ii) returned to Purchaser pursuant hereto, or (iii) paid to Existing Owner Sellers pursuant hereto (pro rata based upon their Percentage Shares). If Purchaser fails to timely deliver the Deposit to Escrow Agent under this Agreement, at any time prior to such delivery Sellers' Representative, on behalf of Sellers and credited against as their sole remedy, may terminate this Agreement upon written notice to Purchaser. Upon Escrow Agent's receipt of any notice from Sellers' Representative or Purchaser directing the Purchase Price on the Closing Date. In the event the sale disposition of the Property Deposit, Escrow Agent shall only deliver the Deposit pursuant to such notice after Escrow Agent first sends written notice to Sellers' Representative and Purchaser stating that Escrow Agent intends to deliver the Deposit as so directed, and neither Sellers' Representative nor Purchaser provide a written notice to Escrow Agent objecting to such proposed delivery within two (2) Business Days thereafter. If neither Sellers' Representative nor Purchaser provides such written objection to Escrow Agent within such two (2) Business Day period, Escrow Agent shall deliver the Deposit as so directed. If either Sellers' Representative or Purchaser provide such written objection to Escrow Agent within such two (2) Business Day period, Escrow Agent shall (i) hold the Deposit until it is not consummated because instructed by a joint written statement of (a) a Seller defaultSellers' Representative and Purchaser as to the disposition of the Deposit, (bii) pay the Deposit into the registry of the court in connection with an interpleader filed pursuant to Section 12.10, or (iii) pay the Deposit in accordance with a final nonappealable judgment of a court ordering the disposition of the Deposit. Subject to the foregoing, if any provision contained in this Agreement requires the Deposit to be returned to Purchaser, the Escrow Agent shall return the Deposit to Purchaser if and only after Purchaser and its Affiliates shall have paid to Sellers and Owner all amounts then owing to Sellers or any Acquired Entity under the Inspection Agreement or pursuant to any provisions contained in this Agreement which survive a termination of this Agreement. Within two (2) Business Days after receiving notice from Purchaser that this Agreement by Buyer in accordance with any requires the Deposit to be returned to Purchaser, unless Sellers' Representative is contesting Purchaser's right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” , Sellers' Representative shall also notify Purchaser of all reasonable amounts believed to be deemed owed to include a Sellers or any Acquired Entity pursuant to the preceding sentence, together with invoices or other written evidence thereof. Upon Purchaser's payment of such amounts or deposit with Escrow Agent of cash in an amount equal to the portion thereof which Purchaser is investigating or disputing (or instructions to withhold such amount from the Deposit), Escrow Agent shall return the Deposit to Purchaser (less such withheld amounts, if any). If Purchaser deposits cash with Escrow Agent in respect of the “Deposit” under foregoing amounts, Escrow Agent will hold such cash until it is instructed by a joint written statement of Sellers' Representative and Purchaser or the “Other Property Purchase Agreements” (final non-appealable judgment of a court as defined herein)to the disposition of such cash.

Deposit. Within one (1a) business day following Concurrently with the mutual execution of this Agreement by Buyer and exchange Seller, Buyer shall establish with the Escrow Agent an interest-bearing joint order escrow account (the “Escrow Account”) and shall deposit with the Escrow Agent a performance guarantee deposit in the amount of $5,000,000 (the “Deposit”) pursuant to an escrow agreement (the “Escrow Agreement”), the form of which has been agreed by the Parties and the Escrow Agent on or prior to the execution of this Agreement. Interest accruing on the Deposit shall become part of the Deposit for all purposes under this Agreement. If the Closing occurs, the Deposit shall be delivered to Seller by wire transfer of immediately available funds to the account set forth on Schedule 3.5. (b) If (i) Seller terminates this Agreement pursuant to Section 9.1(c)(i) or Section 9.1(c)(ii), (ii) Buyer has knowingly taken any action or knowingly omitted to take any action where such action or failure resulted in the breach or omission in any material respect of any representations or warranties of Buyer set forth herein or any covenants of Buyer contained in this Agreement which are to be performed or observed at or prior to the Closing (including Buyer’s failure to consummate the transactions contemplated by this Agreement upon satisfaction of the conditions set forth in Section 7.2) and (iii) as of the date of such termination, Seller has not breached in any material respect any representations or warranties of Seller set forth herein or any covenants of Seller contained in this Agreement which are to be performed or observed at or prior to the Closing (including Seller’s failure to consummate the transactions contemplated by this Agreement upon satisfaction of the conditions set forth in Section 7.3), then the Parties shall deposit into execute Joint Written Instructions instructing the Escrow Agent to release the Deposit to Seller as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to consummate the transactions contemplated by this Agreement or any breach or failure of any representation, warranty or covenant of Buyer contained herein. Buyer and Seller acknowledge and agree that (as defined belowx) Seller’s actual Damages upon the event of such a termination are difficult to ascertain with any certainty, (y) the amount Deposit is a reasonable estimate by the Parties of Seven Thousand One Hundred Forty Three such actual Damages and No/100 Dollars ($7,143.00z) such liquidated damages do not constitute a penalty. (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless c) If this Agreement shall have been is terminated in accordance with Section 9.1 and Seller is not entitled to receipt of the Deposit pursuant to the provisions hereof prior theretoterms set forth in Section 3.3(b), then the Parties shall promptly, but in no event later than three (3) business days Business Days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right Agreement, execute Joint Written Instructions instructing the Escrow Agent to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then release the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by via wire transfer of immediately available funds to such account(s) as Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references nominates in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)writing.

Deposit. Within one (1) On or before the second business day following the mutual ------- execution and exchange of this AgreementAgreement by both Buyer and Seller, Buyer shall deposit into Escrow (as defined below) the amount Deposit of Seven Million Five Hundred Thousand One Hundred Forty Three and No/100 Dollars ($7,143.007,500,000) (the “Initial Deposit”)with Escrow Agent by confirmed wire transfer of U.S. funds or by an irrevocable, unconditional letter of credit drawn upon Bank One Texas, N.A., in the form favor of a wire transfer payable and reasonably satisfactory to Chicago Title Insurance Company (“Seller, Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and Agent shall invest the Deposit promptly upon the replacement of the letter of credit with cash as provided below in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer account and reasonably acceptable to Existing Owner and all interest accruing thereon shall be credited to Buyer’s account and deemed to be become a part of the Deposit. In All interest accruing on the event Deposit shall accrue for the account of Buyer and shall be applied against the Purchase Price at Closing, unless the Deposit is paid to Seller or returned to Buyer in accordance with the provisions of the consummation Agreement, in which event all interest earned thereon shall also be paid to Seller or Buyer, as the case may be. If at or prior to the expiration of the purchase Due Diligence Period or the Extended Due Diligence Period, as the case may be, Buyer does not provide Seller with written notice of its election to proceed with Closing as provided herein, then Escrow Agent shall immediately cause the Deposit to be returned to Buyer and sale this Agreement shall be considered terminated. If at or prior to the end of the Property Due Diligence Period or the extended Due Diligence Period, as contemplated hereunderthe case may be, Buyer delivers to Seller written notice of its intention to proceed to Closing, Buyer shall also immediately replace said letter of credit with wire transferred US funds, in the amount of $7,500,000, failing which, this Agreement shall terminate and Escrow Agent shall immediately cause the Deposit to be returned to Buyer. Except as otherwise provided to the contrary in this Agreement, the Deposit shall be paid become nonrefundable upon Buyer's election to Existing Owner and credited against proceed with Closing at or prior to the Purchase Price on the Closing Date. In the event the sale expiration of the Property is not consummated because of (a) a Seller defaultDue Diligence Period or Extended Due Diligence Period as the case may be, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default evidenced by Buyer's written notice to Seller and, then if applicable, the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return conversion of the Deposit” shall also be deemed above described letter of credit to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined hereincash).

Deposit. Within one (1) business day following Unless modified by addenda, the mutual total security deposit at the time of execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), Lease Contract for all residents in the form apartment is $ . The security deposit may not be applied by Lessees as rent. This deposit is refundable, at the time of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration termination of the “Due Diligence Period” (as hereinafter defined)lease, Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in less any claims made by the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of Lessor upon such deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event Lessee leaves the premises in an unclean or damaged condition at the termination of the consummation lease necessitating cleaning or repairs by the Lessor, additional charges will apply. Security deposit is held in a separate non-interest bearing account at TD Bank, Address: 0000 X Xxxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xx 00000. The security deposit will be held in a separate bank account. Lessor is holding a security in a separate non-interest-bearing account for benefit of the purchase and sale lease. This means that the security deposit held in this account cannot be commingled with other funds of the Property as contemplated hereunderLessor or used in any way by the Lessor until such monies are due to the Lessor. The name and address of the depository holding the deposit is TD Bank, 0000 X Xxxxxxxxxx Xxxxxx Xxxxxxxxxxx, XX 00000. Lessor will have 15 days after termination of this lease in which to return the Deposit shall be paid security deposit to Existing Owner and credited against the Purchase Price Lessees, unless Lessor intends to impose a claim on the Closing Date. In the event the sale of the Property is not consummated because of security deposit as provided by law. (a) Upon the vacating of the premises for termination of the lease, if the Lessor does not intend to impose a Seller defaultclaim on the security deposit, the Lessor shall have 15 days to return the security deposit together with interest if otherwise required, or the Lessor shall have 30 days to give the Lessee written notice by certified mail to the Lessee's last known mailing address of his or her intention to impose a claim on the deposit and the reason for imposing the claim. The notice shall contain a statement in substantially the following form: $ upon your security deposit, due to _ . It is sent to you as required by s. 83.49(3), Florida Statutes. You are hereby notified that you must object in writing to this deduction from your security deposit within 15 days from the time you receive this notice or Cazabella Apartments will be authorized to deduct our claim from your security deposit. Your objection must be sent to 0000 XX 0xx Xxxxxx Xxxxxxxxxxx, Xx 00000.” If the Lessor fails to give the required notice within the 30-day period, he or she forfeits the right to impose a claim upon the security deposit (b) Unless the termination Lessee objects to the imposition of this Agreement by Buyer in accordance with any right the Lessor's claim or the amount thereof within 15 days after receipt of the Lessor's notice of intention to so terminate provided hereinimpose a claim, the Lessor may then deduct the amount of his or her claim and shall remit the balance of the deposit to the Lessee within 30 days after the date of the notice of intention to impose a claim for damages. (c) If either party institutes an action in a court of competent jurisdiction to adjudicate the failure of any of Buyer’s Closing Conditions (as defined below) party's right to occur the security deposit, the prevailing party is entitled to receive his or (d) any other reason other than her court costs plus a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need reasonable fee for any further action by either Party heretohis or her attorney. The sole remedy for a failure by Buyer to make court shall advance the Initial Deposit or cause on the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)calendar.

Deposit. Within one On or before the date that is two (12) business day Business Days following the mutual execution and exchange Effective Date, Purchaser shall deliver to Escrow Agent a wire transfer or cashier’s or certified check in the sum of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Million Dollars ($7,143.003,000,000.00) (the “Initial Deposit”), in the form proceeds of a which wire transfer payable Escrow Agent shall deposit and invest in an interest bearing account at a financial institution acceptable to Chicago Title Insurance Company Purchaser. Fifty Dollars (“Escrow Holder”). Unless $50.00) of the Initial Deposit shall represent the independent consideration for Seller’s execution of this Agreement and agreement to provide Purchaser with the Study Period. If Purchaser fails to timely deposit the Initial Deposit with Escrow Agent within two (2) Business Days following the Effective Date, Seller shall be entitled, as Seller’s sole and exclusive remedy, to terminate this Agreement by written notice to Purchaser at any time before the Initial Deposit is delivered to Escrow Agent, in which event neither party shall have been terminated pursuant to the provisions hereof prior theretoany obligations hereunder, no except those which expressly survive a termination of this Agreement. No later than three one (31) business days after Business Day following the expiration of the “Due Diligence Study Period” (, if this Agreement has not been sooner terminated in accordance herewith and Purchaser elects to proceed with the transaction as hereinafter defined)set forth in Section 2.4, Buyer Purchaser shall deposit with Escrow Holder Agent, by wire transfer an additional cash or other immediately available funds deposit in the amount of One Hundred Thousand and No/100 Five Million Dollars ($100,0005,000,000.00) (the “Additional Deposit”). If, after Purchaser delivers a Go Hard Notice, Purchaser fails to timely deposit the Additional Deposit with Escrow Agent within one (1) Business Day following the expiration of the Study Period, Seller shall be entitled, as Seller’s sole and together exclusive remedy, to terminate this Agreement by written notice to Purchaser at any time before the Additional Deposit is delivered to Escrow Agent, in which event the Initial Deposit shall be refunded to Purchaser and neither party shall have any obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser deposits the Additional Deposit with Escrow Agent before Purchaser’s receipt of Seller’s termination notice, Purchaser shall be deemed to have timely deposited the Additional Deposit and Seller shall not thereafter be entitled to terminate this Agreement as a result of any delay in depositing the Additional Deposit. In the event Purchaser extends the Closing as provided in Section 7.1 of this Agreement, Purchaser shall deposit with Escrow Agent, by wire transfer a one-time extension deposit in the amount of Five Hundred Thousand Dollars ($500,000.00) (the “Extension Deposit”) no later than 5:00 PM New York, New York time on the date which is two (2) Business Days following the date the Extension Notice is delivered to Seller, which Extension Deposit shall be non-refundable to Purchaser except as otherwise expressly provided herein. If Purchaser fails to deposit the Extension Deposit with Escrow Agent by the originally scheduled Closing Date, Seller shall be entitled, as Seller’s sole and exclusive remedy, to terminate this Agreement by written notice to Purchaser at any time before the Extension Deposit is delivered to Escrow Agent, in which event the Initial Deposit and all Additional Deposit shall be delivered to Seller and neither party shall have any obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser deposits the Extension Deposit with Escrow Agent before Purchaser’s receipt of Seller’s termination notice, Purchaser shall be deemed to have timely deposited the Extension Deposit and Seller shall not thereafter be entitled to terminate this Agreement as a result of any delay in depositing the Extension Deposit. The Deposit shall be invested by Escrow Agent in a commercial bank or banks acceptable to Seller and Purchaser at money market rates, or in such other investments as shall be approved in writing by Seller and Purchaser. The Deposit shall be held and disbursed by Escrow Agent in strict accordance with the terms and provisions of this Agreement. All accrued interest accrued thereon, the “Deposit”). Escrow Holder shall deposit or other earnings on the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be become part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the The Deposit shall be paid fully refundable to Existing Owner Purchaser in the event Purchaser terminates this Agreement during the Study Period and credited shall be returned to Purchaser if Purchaser, prior to the expiration of the Study Period, fails to deliver the Go Hard Notice to Seller or fails to timely deposit the Additional Deposit following delivery of a Go Hard Notice. The Deposit shall be either (a) applied at the Closing against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller defaultPrice, (b) the termination of this Agreement by Buyer in accordance with any right returned to so terminate provided hereinPurchaser pursuant hereto, or (c) the failure of any of Buyer’s Closing Conditions (as defined below) paid to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party Seller pursuant hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one (1) business day following On the mutual execution and exchange of date that this AgreementAgreement is executed, Buyer shall make a deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars $500,000 into an escrow account for the benefit of Seller ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). The Deposit shall be held in an account at Xxxxxx, Neal, Bender, Xxxxxx & Xxxxx L.L.P. (the “Escrow Holder shall deposit Agent”); provided, however, that Buyer, at its option, may initially wire the Deposit in a non-commingled trust account to Paul, Hastings, Xxxxxxxx & Xxxxxx LLP on the date hereof and such firm shall invest forward the Deposit by wire transfer to the Escrow Agent at the earliest available opportunity after execution of this Agreement, but in an insuredno event later than December 16, interest bearing money market accounts2003. The Deposit will be applied toward the Purchase Price upon the Closing, certificates of depositprovided, United States Treasury Bills however, that the Deposit will be released to Seller only in the event Buyer fails to meet the closing conditions set forth in Sections 8.1 or such 8.3 hereof. If the Closing does not occur for any reason other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to than (or in addition to) Buyer’s account and deemed failure to be part meet such closing conditions, Seller agrees that, promptly upon the termination of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderthis Agreement, the Deposit shall be paid refunded to Existing Owner Buyer. Buyer and credited against Seller each agree that Escrow Agent shall only release the Purchase Price on Deposit to Buyer or Seller, as the Closing Date. In the event the sale case may be, upon written instructions executed by both Buyer and Seller or by order of the Property is Bankruptcy Court. Buyer and Seller shall each indemnify Escrow Agent and hold Escrow Agent harmless from and against, and in respect of, any and all costs, losses, claims, damages, liabilities, fines, penalties (including any interest which may be imposed thereon), including without limitation attorneys’ fees and court costs, arising from or related to Escrow Agent’s performance of its functions as Escrow Agent hereunder; provided, however, that Buyer shall not consummated because be responsible for any fees or expenses of (a) a Seller default, (b) Escrow Agent in connection with its performance as Escrow Agent hereunder or its services on behalf of Seller. Any fees incurred by the termination Escrow Agent in connection with the maintenance of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit escrow account shall be immediately borne equally by Seller and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Buyer.

Deposit. Within one (1i) business day following Upon the mutual execution and exchange delivery of this Agreement, Buyer Parent shall deposit into Escrow pay an amount equal to five percent (as defined below5%) of the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) Pre-Adjustment Merger Consideration (the “Initial Deposit”)) to Xxxxxxxx Xxxxxxxxx, PC (the “Interim Escrow Agent”) to hold in escrow pursuant to an escrow agreement mutually acceptable to the form of a wire transfer payable to Chicago Title Insurance Company Interim Escrow Agent, the Parent and the Representative (the “Interim Escrow HolderAgreement”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three . (3ii) business Within seven (7) days after the expiration execution and delivery of this Agreement, Parent shall pay an additional amount equal to five percent (5%) of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) Pre-Adjustment Merger Consideration (the “Additional Second Deposit”, ; and together with the Initial Deposit and all any interest accrued thereonor other income in respect of the Initial Deposit and the Second Deposit, the “Deposit”) to the Interim Escrow Agent, or if the UK Escrow Agent is in existence, the UK Escrow Agent (and Parent’s failure to do so shall constitute a material breach of this Agreement, entitling the Company to terminate this Agreement pursuant to Section 9.01(d) and for the Company Shareholders to receive the Initial Deposit). The Interim Escrow Holder Agent or the UK Escrow Agent shall deposit hold the Second Deposit in trust pursuant to the Interim Escrow Agreement or the UK Escrow Agreement, as applicable and shall not, other than pursuant to the terms of such agreement, distribute the Deposit in a non-commingled trust account and shall invest or any accrued interest to any person until the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part earlier of the DepositClosing or the termination of this Agreement. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the The Initial Deposit shall be paid by way of cashier’s check delivered to Existing Owner the Interim Escrow Agent, and credited against the Purchase Price Second Deposit shall be paid by wire transfer of immediately available funds to an account designated by the Interim Escrow Agent or the UK Escrow Agent, as applicable. (iii) If the Closing occurs, the Interim Escrow Agent or the UK Escrow Agent, as applicable to deliver the Deposit on the Closing Date. In Date to the event the sale Representative on behalf of the Property is not consummated because Company Shareholders, which Deposit shall be deemed payment by Parent of (a) a Seller default, (b) the termination applicable portion of this Agreement by Buyer the Merger Consideration payable in accordance with any right Section 2.02(b). (iv) If (1) this Agreement is terminated pursuant to so terminate provided herein, Section 9.01(d) or (c2) the failure condition set forth in Section 7.02(g) (“Financing”) is not satisfied or waived by December 31, 2006 (assuming the prior satisfaction or waiver of all other conditions precedent to Parent’s and Merger Sub’s obligations to consummate the Merger set forth in Section 7.01 and 7.02), the Interim Escrow Agent or the UK Escrow Agent, as applicable shall deliver the Deposit to the Representative on behalf of the holders of Company Series A-1 Preferred Stock and the Company Series B-1 Shareholders as compensation for causing the Company to enter into this Agreement, and which Deposit shall be paid as full and complete liquidated damages. If this Agreement is terminated for any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyerthose referred to in the preceding sentence, then the Interim Escrow Agent or the UK Escrow Agent, as applicable shall deliver the Deposit to Parent. All such payments shall be made within one Business Day after the day on which the payment is due by wire transfer of immediately and automatically paid over available funds to Buyer without the need for wire transfer address furnished by the recipient to the Interim Escrow Agent or the UK Escrow Agent, as applicable. Upon such payment, no party shall have any further action by either Party hereto. The sole remedy for liability under this Agreement, except as set forth in Section 9.02. (v) Notwithstanding anything herein to the contrary, the Representative and the Parent shall select a failure by Buyer UK Escrow Agent and shall cause the UK Escrow Agreement to make be executed as soon as practicable, but in any case within 30 days of the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate date of this Agreement. All references As soon as practicable after the UK Escrow Agent has been appointed, the Interim Escrow Agent shall deliver all funds then held by the Interim Escrow Agent to the UK Escrow Agent (subject to any payments required under the Interim Escrow Agreement) and the Interim Escrow Agreement shall terminate upon the final payment of such funds in this Agreement to a “return accordance with the terms of the Deposit” Interim Escrow Agent Agreement. (vi) The Interim Escrow Agreement and the UK Escrow Agreement shall also be deemed contain terms and conditions which shall permit the Representative to include satisfy any payment obligations under this Agreement, including any requirement to make payments with a return stated amount of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)time.

Deposit. Within one (1) business day following To secure the mutual performance by Purchaser of its obligations under this Agreement simultaneous with the execution and exchange of this AgreementAgreement by Purchaser, Buyer shall deposit into Purchaser has delivered to Gunster, Yoakley, Valdes, Fauli & Sxxxxxx, P.A., 700 Xxxxx Xxxxxxx Xxxxx, Xxxxx 000 Xxxx, Xxxx Xxxx Xxxxx, Xxxxxxx as escrow agent (the "Escrow (as defined below) Agent"), the amount sum of Seven Thousand One Hundred Forty Three and No/100 Thousand Dollars ($7,143.00100,000) (the “"Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”"). Unless In the event this Agreement shall have has not been terminated pursuant prior to the provisions hereof prior thereto, no later than three (3) business days after the expiration end of the “Due Diligence Period” "Inspection Completion Date" (as hereinafter defined), Buyer then on or before the expiration of the Inspection Completion Date and each and every thirty (30) days thereafter until the earlier to occur of Closing or any earlier termination of this Agreement, the Purchaser shall deliver to Escrow Agent an additional deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Fifty Thousand and No/100 Dollars ($100,00050,000) (the “each such $50,000 deposit is referred to as "Additional Deposit”" and collectively referred to as "Additional Deposits"). Additionally, and together with in the Initial Deposit and all interest accrued thereonevent this Agreement is not terminated on or before the expiration of the Inspection Completion Date, then on or before the expiration of the Inspection Completion Date, the “Purchaser shall deliver to Escrow Agent an additional deposit of One Million Dollars ($1,000,000) ("Second Deposit”"). Upon receipt of a W-9 form, the Escrow Holder shall deposit the Deposit in a non-commingled trust account and Agent shall invest the Initial Deposit, Second Deposit and each of the Additional Deposits delivered to Escrow Agent (such sums together with all interest thereon is hereinafter collectively referred to as "Deposit") in an insured, interest bearing money market accountsaccount maintained with or issued by a commercial bank, certificates of depositsavings bank or savings and loan association doing business in Palm Beach County, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon Florida. The parties hereby agree that the Escrow Agent shall be credited to Buyer’s account and deemed to be part hold each portion of the Deposit. In Deposit delivered to the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer Escrow Agent in accordance with any right the Escrow Agreement attached hereto as EXHIBIT B ("Escrow Agreement"), which Escrow Agreement shall govern Escrow Agent's responsibilities with respect to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over pursuant to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one two (12) business day days following the mutual execution and exchange of this AgreementEffective Date, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”)deliver, in the form of a by wire transfer payable of immediately available federal funds or cashier’s check drawn on a national bank reasonably satisfactory to Escrow Agent, the Deposit to Chicago Title Insurance Company (“Escrow HolderAgent”), at its offices at 00 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Xx. Unless Xxxxx Xxxxxx (Telephone: (000) 000-0000; E-mail: xxxxx.xxxxxx@xxx.xxx). If this Agreement shall have has not been terminated (pursuant to the provisions hereof Section 4.6.2 below or otherwise) prior thereto, no later than three (3) business days after to the expiration of the “Due Diligence Period” (, then the Deposit shall become nonrefundable to Buyer except as hereinafter defined)otherwise expressly provided in this Agreement. At all times during which the amounts so deposited hereunder shall be held by Escrow Agent, Buyer the same shall be held by Escrow Agent as a deposit with Escrow Holder additional cash or other immediately available funds against the Purchase Price in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together accordance with the Initial Deposit terms and all interest accrued thereon, the “Deposit”)provisions of this Agreement. Escrow Holder shall deposit While the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed any portion thereof is being held by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderEscrow Agent, the Deposit shall be paid to Existing Owner and credited against invested by Escrow Agent in the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of following investments (“Approved Investments”): (a) a Seller defaultmoney market funds, or (b) the termination of this Agreement such other short-term investment option offered by Buyer in accordance with any right Escrow Agent as may be reasonably agreed to so terminate provided herein, (c) the failure of any of by Sellers and Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then . All interest earned on the Deposit shall be immediately and automatically paid over to Buyer without deemed part of the need Deposit for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate all purposes under this Agreement. All references At the Closing, the entire Deposit shall be applied to the Purchase Price. Notwithstanding any provision to the contrary contained in this Agreement, the “Independent Consideration” [as hereinafter defined] shall be deemed independent consideration for the Due Diligence Period and any termination rights provided to Buyer in this Agreement and shall be non-refundable to a “return of the Deposit” shall also be deemed Buyer and paid to include a return of the “Deposit” Sellers under the “Other Property Purchase Agreements” (as defined herein)all circumstances.

Deposit. Within one (1) business day following the mutual execution and exchange of this Agreement, Buyer Purchaser shall pay a deposit into Escrow (as defined below) in the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) 30,000.00 (the “Initial Deposit”), in the form of a ) via wire transfer payable to Chicago Title Insurance Company the Xxxx X. Xxxxxx COLTAF Trust Account (“Escrow HolderAccount”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, ) no later than three (3) business days after the expiration signing of this Agreement as a deposit for the purchase of the Shares being sold by the Sellers. The Deposit will be held in the Escrow Account until Closing (as defined in Section 3.01 of this Agreement) or until ordered released as per other sections of this Agreement. It is understood that PSP is in compliance with all SEC filing requirements as of the date hereof. All filings with the Securities and Exchange Commission (“SEC”) are displayed on XXXXX (the “SEC Filings”) and that the SEC Filings reveal almost all information pertaining to PSP and that there have been no significant changes in PSP and no changes in issued stock as of the date of this Agreement. The Deposit shall be fully refundable for a period of 14 days from the signing of this Agreement for any reason or no reason (the “Due Diligence Period” (as hereinafter defined).”) After the Due Diligence Period, Buyer shall deposit with Escrow Holder additional cash or other immediately available funds the Deposit will be 1 non-refundable unless the Sellers fail to fulfill all things to be completed pursuant to the terms of this Agreement and outlined in Article II, 2.12 and Article III, 3.02 of this Agreement. In addition if, after signing this Agreement and prior to the Closing, in performing due-diligence, the Purchaser, discover something of significance that was not previously revealed in the amount SEC Filings or otherwise that changes the structure and intent of One Hundred Thousand this Agreement and No/100 Dollars ($100,000) (the “Additional Deposit”transaction, and together with that the Initial Deposit and all interest accrued thereonSellers cannot correct, the “Deposit”). Escrow Holder shall deposit the Deposit in Purchaser may cancel this Agreement and request a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part full refund of the Deposit. In The Purchaser will notify the event Sellers of the consummation subject of concern and their intention to cancel this Agreement and the request for the refund of the purchase Deposit, in writing, addressed to the individuals and sale addresses listed Article VI, 6.09 of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return The Sellers shall have ten business days after receiving the request for the refund of the Deposit” shall also Deposit to correct the discrepancy or the Deposit will be deemed refunded to include a return of the “Deposit” under Purchaser by the “Other Property Purchase Agreements” (Escrow Agent. The account wire transfer instructions for the Deposit herein and payment pursuant to Sections 1.04 and 3.02(b)(i) are as defined herein).follows: BANK:

Deposit. Within one (1a) business day following Not later than 5:00 p.m. on the mutual execution second Business Day after the Execution Date SmartStop shall pay the amount of Seventy Five Thousand Dollars ($75,000.00) (the “First Deposit”) by wire transfer to Smart’s Solicitors, in trust. (b) In addition to the First Deposit, if (and exchange only if) the Agreement has not terminated prior to such time, then not later than 5:00 p.m. on the second Business Day after the Due Diligence Date SmartStop shall pay the amount of Seventy Five Thousand Dollars ($75,000.00) (the “Second Deposit”) by wire transfer to Smart’s Solicitors, in trust. (c) If SmartStop fails to pay the First Deposit and/or the Second Deposit to Smart’s Solicitors, in trust, by the time required hereunder, SmartStop shall be in default hereunder and the Smart may terminate this Agreement upon two (2) Business Days written notice given to SmartStop at any time thereafter (unless SmartStop has cured such default within such two Business Day period). (d) If the Transaction is not completed in accordance with this Agreement for any reason other than the default of SmartStop, the Deposit then being held (together with all interest earned thereon), shall be returned to SmartStop forthwith after termination of this Agreement, Buyer subject to Smart’s right to set off pursuant to Section 4.2(b). If the Transaction is not completed in accordance with this Agreement as a result of a default by SmartStop under this Agreement, the Deposit, together with all interest earned thereon, shall deposit into Escrow (be forfeited and paid to Smart as defined below) the amount liquidated damages for all loss or damage that may be suffered by Smart as a result of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) such default (the “Initial Deposit”), in the form of Parties agreeing such amount constitutes a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration genuine pre-estimate of the “Due Diligence Period” loss and damage Smart would suffer in such circumstances) and such liquidated damages shall constitute Smart’s sole right and remedy, at law or in equity, with respect to such default of SmartStop. (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in e) If the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereonTransaction is completed, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited against the Initial Funding Obligation Amount and shall be paid by Smart’s Solicitors to Buyerthe Limited Partnership on Closing, and the interest accrued on the Deposit shall be returned to SmartStop on Closing. (f) The Deposit will be held by Smart’s Solicitors in trust and will be invested by Smart’s Solicitors in an interest bearing trust account or term deposit or other similar certificate of deposit with a Canadian Schedule I chartered bank pending Closing of the Transaction or earlier termination of this Agreement. In holding and deemed dealing with the Deposit and any interest earned thereon pursuant to this Agreement, Smart’s Solicitors are not bound in any way by any agreement other than this Agreement (and the acknowledgement agreement confirming the provisions of this Agreement as contemplated below), and Smart’s Solicitors shall not be part considered to assume any duty, liability or responsibility other than to hold the Deposit and any interest earned thereon in accordance with the provisions of this Agreement and to pay the Deposit and any interest earned thereon to the Person becoming entitled thereto in accordance with the terms of this Agreement except in the event of a dispute between the Parties as to entitlement to the Deposit. In the event case of such dispute, Smart’s Solicitors may, in their discretion, or shall, if requested by either SmartStop or Smart, pay the Deposit and all interest earned thereon, into court, whereupon Smart’s Solicitors shall have no further obligations relating to the Deposit and all interest earned thereon. Smart’s Solicitors will not, under any circumstances, be required to verify or determine the validity of any notice or other document whatsoever delivered to Smart’s Solicitors in connection with the Deposit and Smart’s Solicitors are hereby relieved of any liability or responsibility for any loss or damage which may arise as the result of the consummation acceptance by Smart’s Solicitors of any such notice or other document in good faith, provided that Smart’s Solicitors shall not be relieved of any liability or responsibility for any loss or damage which may arise if Smart’s Solicitors release the Deposit and all interest earned thereon to Smart or SmartStop, as the case may be, after having received prior written notice from the other claiming entitlement to such Deposit and all interest earned thereon or a dispute to such entitlement. Smart’s Solicitors will be entitled to rely upon written instructions received from SmartStop in respect of the purchase and sale investment of the Property Deposit and all interest earned thereon. The Parties acknowledge to Smart’s Solicitors that Smart’s Solicitors may rely upon the provisions of this Section notwithstanding that Smart’s Solicitors are not a party to this Agreement. SmartStop acknowledges that Smart’s Solicitors are acting as contemplated hereunder, counsel to the Smart Parties and are accepting the role as holder of the Deposit (the “Deposit Holder”) solely as a convenience to the Parties. Smart and SmartStop, equally each as to fifty (50%), severally agree to indemnify, defend and hold the Deposit Holder harmless from and against any and all Claims suffered or incurred by the Deposit Holder as a result of or arising directly or indirectly out of or in connection with the Deposit Holder acting as holder of the Deposit under this Agreement except where such Claims result from the Deposit Holder’s own wilful misconduct, gross negligence or bad faith. SmartStop agrees that Smart’s Solicitors’ role as Deposit Holder, and any actions or proceedings relating thereto, shall be paid not in any way disqualify Smart’s Solicitors from continuing to Existing Owner act for the Smart Parties in respect of the Transaction, this Agreement, or any actions or proceedings relating thereto, or in respect of any other matter, action or proceeding. Prior to or concurrently with the delivery of the Deposit, Smart, SmartStop and credited against the Purchase Price on Deposit Holder agree to enter into an acknowledgement agreement confirming the provisions of this Section 5.2(f) in the form attached hereto as Schedule I. (g) The provisions of this Section 5.2 shall survive the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the or any termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return regardless of the Deposit” shall also be deemed to include a return cause of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)such termination.

Deposit. Within one On or before the Commencement Date, the Tenant shall pay a security deposit equivalent to two (12) business months’ rent for the Premises amounting to Kenya Shillings [*] (KShs. [*]/) which amount shall be retained by the Landlord throughout the Term as security for the due performance by the Tenant of the covenants agreements restrictions stipulations and provisions herein contained provided that the Landlord shall be entitled at any time and from time to time to apply the deposit monies in and towards the satisfaction and discharge of the covenants and agreements on the part of the Tenant if after giving thirty (30) days’ notice specifying the nature of the breach and the Tenant fails to satisfy or discharge a material covenant or agreement herein. The Tenant acknowledges and agrees that the Landlord shall not be required to account for any interest on the deposit monies held by the Landlord. The Deposit, less any deductions as the Landlord shall deem sufficient to make good any damage to the Premises, shall be refunded by the Landlord to the Tenant within thirty (30) days of expiry or other determination of the Term hereby created and upon fulfilment by the tenants of all their obligations under this agreement. In addition to paying Rent, the Tenant shall pay a monthly service charge of Kenya Shillings [*] (KShs. [*]/-) Only and the same shall become due and monthly in advance, on or before the fifth day following of every succeeding month. All payments shall be paid directly to the mutual execution Landlord by way of cheque, banker’s cheque or cash into the Landlord’s or Landlord’s agent nominated bank account. The Tenant's Covenants The Tenant covenants with the Landlord: - To pay the Rent on the days and exchange in the manner set out in Clause 3 above, not to exercise or seek to exercise any right or claim to withhold Rent or any right or claim to legal or equitable set off and, if so, required by the Landlord, to make such payments by banker's order to the bank and account which the Landlord may from time to time nominate. To pay all electricity, water and telephone user charges, if any in respect of the Premises throughout the Term of this Agreement or up to the date of its sooner determination. Having satisfied themselves upon gaining access to the Premises that it is in good order, to be responsible for the full maintenance of it throughout the Term of this Agreement. To insure their personal and household belongings and indemnify the Landlord against any action, Buyer shall deposit into Escrow (as defined below) claim or demand arising from any loss, damage, theft or injury to the amount Tenant or Tenant’s family, licensee, invitees or servants. To ensure that the internal plumbing, immersion heaters, window locks, fastenings and other ancillary apparatus are in good order before gaining access to the Premises and thereafter throughout the Term of Seven Thousand One Hundred Forty Three this Agreement carry out or cause to be carried out all running repairs necessary. To pay and No/100 Dollars ($7,143.00) (indemnify the “Initial Deposit”), in the form Landlord against Value Added Tax or any tax of a wire transfer payable similar nature, if applicable, which may be substituted for it or levied in addition to Chicago Title Insurance Company (“Escrow Holder”). Unless it chargeable in respect of any payment made by the Tenant under any of the terms of or in connection with this Agreement shall have been terminated pursuant or in respect of any payment made by the Landlord where the Tenant agrees in this Agreement to reimburse the provisions hereof prior thereto, no later Landlord for such payment. To repair the Premises and keep them in repair excepting damage caused by an Insured Risk other than three (3) business days after where the expiration insurance money is irrecoverable in consequence of any act or default of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash Tenant or other immediately available funds in anyone at the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together Premises expressly or by implication with the Initial Deposit and all interest accrued thereon, the “Deposit”)Tenant’s authority. Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable At least fourteen (14) days prior to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement due to breach of the Agreement for Sale terms by Buyer the Tenant (to varnish the floor, paint with two coats of the best vinyl paint ( and in case of wall and ceiling, at least two coats of plastic emulsion paint), as shall be deemed necessary after a joint inspection between the Tenant and the Landlord or its appointed agent, all parts of the interior and terrace of the Premises as are usually painted to such specification and colour as the Landlord shall in writing approve. To permit the Landlord and its agent or agents and all persons duly authorized by the Landlord with all necessary apparatus, appliances, machinery and materials to enter upon the Premises at all reasonable times upon giving reasonable notice in writing to the Tenant of not less than forty eight (48) hours for the purpose of examining the state and condition of the Premises or of taking inventories of the Landlord’s fixtures therein or of doing such work and things as may be properly required for any repair or renewal either of the Premises or of the electricity or water or drainage lines under any part of the Premises. To pay for the replacement of or make good repair or restore to the reasonable satisfaction of the Landlord, all such articles of fixtures, fittings, furniture and effects as shall be broken, lost, damaged or destroyed during the Tenancy. To execute any repairs lawfully required to be done by the Tenant before the expiration of one (1) calendar months’ notice given in writing by the Landlord or its authorized agent or agents and if the Tenant shall within such time fail to execute such work the Landlord may execute or cause such work to be executed and recover the cost thereof from the Tenant but without prejudice to the Landlord’s right of re-entry set out in this Agreement. To report immediately in writing to the Landlord or its authorized agent or agents any signs of infestation by white ants, bees or other destructive insects or any wet or dry rot in the Premises and should the Tenant fail to report as aforesaid then the Tenant shall be liable for the cost of rectifying the additional damage due to such failure. To permit no person other than a person in the domestic service of the said Tenant to occupy accommodation in the servant’s quarters (if any). Not without the previous written consent of the Landlord or its authorized agent or agents to make any alterations attach fixtures or erect additional structures in or upon the Premises or drive any nails screws or other fastenings into the floors, walls, ceiling or woodwork of the Premises. Not to transfer, assign, sub-let or part with or share the Premises or any part of it without the prior written consent of the Landlord. In the event that the Landlord gives consent, to assign, sub-let or part with or share the Premises or any part of it, subsequent contracts executed to that effect shall be drawn between the Landlord, Tenant and Assignee and the Tenant shall remain liable for settlement of Rent due as per this Agreement. Not to paint or exhibit in any window or upon any external part of the Premises any trade, professional or business notice or advertisement whatsoever. Not to do or permit or suffer to be done anything in or upon the Premises or the garden or grounds surrounding the same which may at any time be or become a nuisance or annoyance to the tenants or occupiers of any adjacent premises. Not to do or permit to be done anything whereby the Landlord’s policy or policies of insurance of the said Premises against the Insured Risks may become void or voidable or whereby the rate of premium for any insurance may be increased and to repay to the Landlord all sums paid by the Landlord by way of increased premium and all expenses incurred by it in or about any renewal of any such policy or policies where the payment of such sums or any of them shall have been rendered necessary by a breach or non-observance of this covenant and all such payments shall be added to the rent reserved and be recoverable as Rents. To pay the nominal fees and disbursements of the Landlord’s advocates and all other costs and expenses incurred by the Landlord in relation to the preparation, execution and stamping of this Agreement as set out in the schedule hereto. To be responsible for and to keep the Landlord fully indemnified against all damages, losses, cost, expenses, actions, demands, proceedings, claims and liabilities made against or suffered or incurred by the Landlord arising directly or indirectly out of any act, omission or negligence of the Tenant or any person at the Premises expressly or impliedly with the Tenant’s authority or out of any breach or non-observance by the Tenant of the covenants, conditions or other provisions of this Agreement. That at all times if the Tenant is not the one living in the premises, he/she shall provide the Landlord or the body charged with management of the common property, with full details of the person living in the Premises and provide him or her with the conduct rules of the housing estate. The Landlord's Covenant The Landlord covenants with the Tenant: - To pay the land rent or any rate or tax which may be levied on the said Property by the Government of Kenya or any other statutory authority subject to the Landlord’s right of recovery. To keep the external walls, roof, main drains, common parts and structure of the Premises in a proper state of repair and maintenance. Within thirty (30) days of the expiry or determination of the Term and after delivery up of the Premises in accordance with any right the Tenant’s covenants herein the Landlord will refund to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then Tenant the Deposit shall be immediately without any interest, whatsoever, and automatically paid over to Buyer without the need for upon deducting any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate charges authorised in this Agreement. All references That the Tenant paying the Rent and performing and observing in the several covenants on its part and the conditions contained in this Agreement shall peaceably hold and enjoy the Premises during the Term without any interruption by the Landlord or any person or agents rightfully claiming under or in trust for the Landlord. To carry out any repairs to a “return the interior of the Deposit” Premises or to the Landlord’s fixtures fittings and fastenings therein which may become necessary at any time during the Term by reason of structural repairs to or defects in the building or by reason of any breach or non-performance of the obligations of the Landlord under this clause. Rights of Re-entry and Termination If there is a breach by the Tenant of any covenant or other term of this Agreement, the Landlord may subject to the provisions of section 75 of the Land Act re-enter the Premises or any part of them at any time and even if any previous right of re-entry has been waived and then the Term will absolutely cease but without prejudice to any rights or remedies which may have accrued to the Landlord against the Tenant in respect of any breach of covenant or other term of this Agreement including the breach in respect of which the re-entry is made. The Tenant may terminate the Tenancy hereby created by giving the Landlord or its duly appointed agent one (1) month’s written notice of such wish to terminate or make a payment of One (1) month’s Rent in lieu of such notice. This Tenancy shall also be deemed to include a return be, automatically terminated on determination of the “Deposit” under Term if the “Other Property Purchase Agreements” (as defined herein)Tenant shall not have expressed interest to renew the Term.

Deposit. Within one (1a) business day following the mutual execution and exchange of this AgreementOn May 6, 2015, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a deposited by wire transfer payable in same day funds with the Escrow Agent the Escrow Amount, and Buyer paid Escrow Agent Escrow Agent’s fee of $5,000. Seller has agreed that the Adjusted Purchase Price shall be reduced by an amount equal to Chicago Title Insurance Company $2,500 representing Seller’s share of Escrow Agent’s fee. (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to b) On the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined)Amendment Date, Buyer shall deposit and Seller have directed the Escrow Agent to deliver the Escrow Amount (together with Escrow Holder additional cash or other immediately available any interest earned thereon) to Seller. (c) On the Amendment Date, Buyer has delivered to Seller by wire transfer in same day funds in the an amount of One Hundred Thousand and No/100 Dollars equal to $2,000,000.00 ($100,000) (the “Additional Deposit”such amount, and together with the Initial Deposit Escrow Amount and all any interest accrued earned thereon, the “Deposit”). Escrow Holder shall deposit . (d) If (i) Seller is ready, willing and able to assign the Deposit Assets and all conditions precedent to the obligations of Buyer set forth in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part Section 8.02 of the Deposit. In PSA have been met and (ii) the event of the consummation of the purchase and sale of the Property as transactions contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price by this Agreement are not consummated on or before the Closing Date. In the event the sale of the Property is not consummated Date because of of: (a) a Seller default, (bA) the termination failure of this Agreement by Buyer to perform in accordance with any right to so terminate provided herein, material respects any of its obligations hereunder or (cB) the failure of any of Buyer’s representations or warranties hereunder to be true and correct in any material respect, then Seller shall have the right to terminate this Agreement and retain the Deposit, free of any claims by Buyer thereto, as liquidated damages as its sole remedy. The provision for payment of liquidated damages in this section has been included because, in the event of a termination of this Agreement described in this section, the actual damages to be incurred by Seller can reasonably be expected to approximate the amount of liquidated damages called for herein and because the actual amount of such damages would be difficult if not impossible to measure accurately. (e) If this Agreement is terminated by the mutual written agreement of Buyer and Seller or if the Closing Conditions (as defined below) to does not occur on or (d) before the Closing Date for any other reason other than a default by Buyeras set forth in Section 3.02(d), then the Deposit Buyer shall be immediately and automatically paid over entitled to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “immediate return of the Deposit” , free of any claims by Seller with respect thereto and Seller shall also be deemed deliver the Deposit to include a return Buyer by wire transfer in same day funds. Buyer and Seller shall thereupon have the rights and obligations set forth in Section 11.02. (a) Section 9.01 of the PSA is hereby amended by deleting the words “DepositJune 22, 2015” under and replacing them with the words “Other Property Purchase AgreementsJuly 6, 2015”. (b) Section 9.05 of the PSA is hereby amended by deleting the section in its entirety. (c) Section 11.01(b) of the PSA is hereby amended by deleting the words “June 30, 2015” and replacing them with the words “July 7, 2015”. (as defined hereind) Section 11.02 of the PSA is hereby amended by deleting the words “Section 3.02(b)” and replacing it with the words “Section 3.02(d)”.

Deposit. Within one (1a) business day following Prior to the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) established with Xxxxxx, Xxxxxxx & Xxxxxxxxx, L.L.C. (the “Initial DepositEscrow Agent”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) an interest-bearing joint escrow account (the “Additional DepositDeposit Escrow Account”, ) and together deposited with the Initial Deposit and all interest accrued thereon, Escrow Agent the sum of $4,015,991 (the “Deposit”), pursuant to an escrow agreement (the “Deposit Escrow Agreement”), the form of which has been agreed to by the parties and the Escrow Agent on or prior to the execution of this Agreement. Escrow Holder shall deposit Interest accruing on the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be become part of the DepositDeposit for all purposes under this Agreement. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderIf Closing occurs, the Deposit shall be paid to Existing Owner and credited against applied toward the Adjusted Purchase Price on at Closing as provided under Section 9.3(d). If Closing does not occur, the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, Deposit shall be released as provided in this Section 3.2 and Section 14.2. (b) If (i) all conditions precedent to the termination obligations of Buyer set forth in Article VII (other than those actions or deliveries to occur at Closing) have been met or waived by Buyer, and (ii) the transactions contemplated by this Agreement by are not consummated on or before the Closing Date because of: (A) the failure of Buyer in accordance with to materially perform any right to so terminate provided hereinof its obligations hereunder, or (cB) the failure of any of Buyer’s Closing Conditions representations or warranties hereunder to be true and correct in all material respects (other than representations and warranties qualified by materiality, including Material Adverse Effect, which shall be true and correct in all respects) as defined belowof the Closing, then, in such event, Seller shall have the right, as its sole and exclusive remedy, to either: (1) terminate this Agreement pursuant to Section 14.1(a), and the Deposit shall be released to the Seller from the Deposit Escrow Account in accordance with the Deposit Escrow Agreement, which Deposit shall constitute liquidated damages for any and all breaches of this Agreement by Buyer, or (2) seek specific performance; provided, however, Seller’s election of such remedy shall be the same remedy election made by each seller under the Fund Purchase and Sale Agreements. The parties hereby agree that the amount of the Deposit is a fair and reasonable estimation of Seller’s anticipated losses, damages and expenses that may be incurred as a result of such termination and therefore does not constitute a penalty. The parties, having bargained in good faith for such specific liquidated damages, are estopped from contesting the validity or enforceability of such liquidated damages after the Effective Time. (c) If (i) all conditions precedent to the obligations of Seller set forth in Article VIII (other than those actions or deliveries to occur at Closing) have been met or waived by Seller, and (ii) the transactions contemplated by this Agreement are not consummated because of: (A) the failure of Seller to materially perform any of its obligations hereunder, or (B) the failure of any of Seller’s representations or warranties hereunder to be true and correct in all material respects (other than representations and warranties qualified by materiality, including Material Adverse Effect, which shall be true and correct in all respects) as of Closing, then, in such event, Buyer shall have the right, as its sole and exclusive remedy, to either: (1) terminate this Agreement pursuant to Section 14.1(b), and the Deposit shall be released to the Buyer from the Deposit Escrow Account in accordance with the Deposit Escrow Agreement, which Deposit shall constitute liquidated damages for any and all breaches of this Agreement by Seller, or (2) seek specific performance. The parties hereby agree that the amount of the Deposit is a fair and reasonable estimation of Buyer’s anticipated losses, damages and expenses that may be incurred as a result of such termination and therefore does not constitute a penalty. The parties, having bargained in good faith for such specific liquidated damages, are estopped from contesting the validity or enforceability of such liquidated damages after the Effective Time. (d) If this Agreement is terminated by the mutual written agreement of Buyer and Seller, or if Closing does not occur for any other reason other than a default by Buyeras set forth in Section 3.2(b) or Section 3.2(c), then the Deposit shall be immediately and automatically paid over released to the Buyer without from the need for Deposit Escrow Account in accordance with the Deposit Escrow Agreement, free of any further action claims by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)with respect thereto.

Deposit. Within one (1i) business day following The Deposit shall be held in an interest-bearing escrow account as provided in Section 2(d) below, subject to the mutual execution and exchange terms of this Agreement, Buyer and shall deposit into Escrow be duly accounted for at the Closing (as defined below). All interest on the Deposit is to be accounted for and shared equally between Buyer and Seller if the Closing occurs; or paid to Buyer if the Deposit is returned to Buyer under the terms of this Agreement; or if Seller shall retain the Deposit under the provisions of Section 9(b) hereof, then the entire amount of Seven Thousand One Hundred Forty Three and No/100 Dollars the interest shall be paid to Seller. ($7,143.00ii) (the “Initial Deposit”), in the form If Buyer exercises any of a wire transfer payable Buyer's options to Chicago Title Insurance Company (“Escrow Holder”). Unless terminate this Agreement within the time periods provided herein, then the Deposit and all other payments made to Seller by Buyer hereunder shall have been terminated pursuant be promptly refunded in full by Seller to the provisions hereof prior theretoBuyer, but in no event later than three ten (310) business calendar days after such notice of termination is given. Notwithstanding the expiration of foregoing, the “Due Diligence Period” Non-Refundable Deposit (as hereinafter defined), if paid, shall only be refunded to Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by event that Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of has terminated this Agreement as a result of a default by Buyer in accordance with any right to so terminate provided herein, (c) Seller or as a result of the failure of any of Buyer’s Closing Conditions Seller to otherwise perform its obligations hereunder. If Seller fails to authorize the Escrow Agent (as defined below) to occur or (d) any other reason other than a default by Buyermake said refund when due unless Seller is disputing the same in good faith, then the Deposit Seller shall be immediately responsible to pay Buyer interest on such funds at a rate per annum equal to the Prime Rate or Base Rate of The Bank of Boston plus ten percent (10%) per annum, commencing upon the date notice of termination is given and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as continuing until said refund has been made in full and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of responsible for all reasonable attorneys' fees and expenses and other expenses, costs and disbursements incurred by Buyer in connection with the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)collection thereof, whether or not suit is commenced.

Deposit. Within one (1a) business day following If the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), transactions contemplated hereby are consummated in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together accordance with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderterms hereof, the Deposit shall be paid applied to Existing Owner and credited against the Purchase Price on to be paid by Buyer at the Closing Date. In Closing, and Buyer and Noble Holdings shall (and Noble Parent shall cause Noble Holdings to) execute and deliver Joint Instructions to the event Bank to deliver to Seller by wire transfer of immediately available funds in Dollars to an account designated in writing by Seller to the sale of Bank, an amount equal to the Property is not consummated because of (a) a Seller default, Deposit with any interest earned thereon distributed to Buyer. (b) the termination of If this Agreement is terminated by Seller pursuant to Section 7.1(d), then Noble Holdings shall be entitled to the delivery of the Deposit, free of any claims by Buyer with respect thereto, and Buyer and Noble Holdings shall (and Noble Parent shall cause Noble Holdings to) promptly (but in no event later than within five (5) Business Days) execute and deliver Joint Instructions to the Bank instructing the Bank to deliver to Noble Holdings by wire transfer of immediately available funds in Dollars to an account designated in writing by Noble Holdings to the Bank, an amount equal to the Deposit free and clear of any claims thereon by Buyer with any interest earned thereon distributed to Buyer. (c) If this Agreement is terminated by Buyer or Seller in accordance with any right Section 7.1(a), Section 7.1(b), Section 7.1(c) or Section 7.1(f), then Buyer and Noble Holdings shall (and Noble Parent shall cause Noble Holdings to) promptly (but in no event later than within five (5) Business Days) execute and deliver Joint Instructions to so terminate provided hereinthe Bank instructing the Bank to deliver to Buyer by wire transfer of immediately available funds in Dollars to an account designated in writing by Buyer to the Bank, (c) all funds in the failure Deposit Account free and clear of any of Buyer’s Closing Conditions (as defined below) to occur or claims thereon by Seller. (d) any other reason other than a default Any disbursement by Buyer, then the Bank of the Deposit shall be immediately require the written authorization of a representative of each of Buyer and automatically paid over to Buyer without Noble Holdings for the need for any further action by either Party heretodisbursal therefrom (“Joint Instructions”). The sole remedy for a failure Deposit shall bear interest at the rate established by Buyer to make the Initial Deposit or Bank and in accordance with the Additional Deposit as and when required hereunder shall be for Seller to terminate this terms of the Escrow Agreement. All references in this Agreement to a “return interest earned on the Deposit Account shall be treated as income of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Buyer for all Tax purposes.

Deposit. Within one (1) business day following the mutual execution The Deposit and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) interest earned thereon (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional DepositDeposit Interest”, and together with the Initial Deposit and all interest accrued thereoncollectively, the “DepositDownpayment”). Escrow Holder ) shall be held by Seller’s Solicitors, in trust, and disbursed on the terms hereinafter set forth: (a) Seller’s Solicitors shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates account of deposit, United States Treasury Bills a Canadian chartered bank; (b) Seller’s Solicitors shall not commingle the Downpayment with any other funds of Seller’s Solicitors or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of others; (c) If the Deposit. In the event of the consummation of the purchase and sale of the Property Closing takes place as contemplated hereunderpursuant to this Agreement, then Seller’s Solicitors shall disburse the Deposit Downpayment on the Closing Date to Seller, and Purchaser shall be paid to Existing Owner and credited receive a credit against the Purchase Price on in an amount equal to the Downpayment; (d) If the Closing Date. In the event the sale of the Property is does not consummated because of (a) a Seller default, (b) the termination of take place as contemplated pursuant to this Agreement by Buyer reason of the failure of Purchaser or Seller to comply with their obligations hereunder, Seller’s Solicitors shall not pay over the Downpayment to any party hereunder unless and until the following procedure is complied with: (i) The party requesting disbursement of the Downpayment (the “Requesting Party”) shall deliver notice to Seller’s Solicitors and all other parties hereto requesting such disbursement; (ii) Within five (5) days after receipt of such notice of request, Seller’s Solicitors shall deliver notice to all other parties hereto stating that the Requesting Party has requested such disbursement (and including a copy of the Requesting Party’s notice); (iii) Within ten (10) days after receipt of Seller’s Solicitors notice, the non-requesting party shall either: (A) agree to permit such disbursement by Seller’s Solicitors or (B) inform Seller’s Solicitors that the non-requesting party does not agree to permit such disbursement. If the non-requesting party acts under clause (A), then Seller’s Solicitors shall make the disbursement as requested by the Requesting Party. If the non-requesting party acts under clause (B), then Seller’s Solicitors shall not make any disbursement except as provided in subparagraph (iv) below. If the non-requesting party fails to respond during the foregoing ten (10) day period, same shall be deemed to be the response of the non-requesting party under clause (A) on the last day of such ten (10) day period; and (iv) If there is any dispute as to whether Seller’s Solicitors is obligated to deliver the Downpayment and/or as to whom the Downpayment is to be delivered, Seller’s Solicitors shall not make any delivery, but in such event, Seller’s Solicitors shall hold same until receipt by Seller’s Solicitors of an authorization in writing, signed by both the Seller and the Purchaser, directing the disposition of same, or, in the absence of such authorization, Seller’s Solicitors shall hold the Downpayment until the final determination of the rights of the parties in an appropriate proceeding. If such written authorization is not given, or proceedings for such determination are not begun within thirty (30) days after the Closing Date and diligently continued, Seller’s Solicitors may bring an appropriate action or proceeding for leave to deposit the Downpayment in court pending such determination. Seller’s Solicitors shall be reimbursed for all costs and expenses of such action or proceeding including, without limitation, reasonable attorneys’ fees and disbursements, by the party determined not to be entitled to the Downpayment. Upon making delivery of the Downpayment in the manner herein provided, Seller’s Solicitors shall have no further liability hereunder; (e) Seller’s Solicitors has executed this Agreement in order to confirm that Seller’s Solicitors has received the Deposit, and that Seller’s Solicitors will hold the Downpayment in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)provisions hereof.

Deposit. Within one (1) business day following the mutual execution and exchange of this Agreement, A. Buyer shall deposit into Escrow (as defined below) has deposited with Sellers the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ONE HUNDRED FIFTY THOUSAND AND 00/100 U.S. DOLLARS ($7,143.00150,000.00) (the “Initial Deposit”), which is non-refundable to Buyer for any reason other than the default of one (1) or more of the Sellers of this Agreement for soliciting, entertaining offers from, negotiating with or in any manner encouraging, discussing, or accepting any proposal of any person relating to the transactions provided in this Agreement, in whole or in part, whether directly or indirectly, through a purchase, merger, consolidation, or otherwise, other than sales of inventory in the form ordinary course, or for failing to cause the Companies from doing any of a wire transfer payable to Chicago Title Insurance Company the above acts (“Escrow Holder”the "Refundable Event"). Unless Notwithstanding the preceding, receipt by a Seller of an unsolicited offer, by itself, shall not be deemed a Refundable Event. In the event the Parties close the transactions contemplated by this Agreement Agreement, the Deposit shall have been terminated pursuant be credited to the provisions hereof prior thereto, no later than three (3) business days after the expiration portion of the “Due Diligence Period” (as hereinafter defined)Purchase Price allocable to EHF at Closing, defined in Section 2(a)(ii)(A)(I) below. B. Contemporaneously with the execution of the Amended Purchase Agreement, Buyer shall deposit deposited with Escrow Holder additional cash or other immediately available funds in Sellers the amount of One Hundred Thousand and No/100 Dollars FIVE HUNDRED THOUSAND AND 00/100 U.S. DOLLARS ($100,000500,000.00) (the "Additional Deposit"). C. Contemporaneously with the execution of this Agreement, Buyer has deposited with Sellers the amount of FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($500,000.00) (the “Second Additional Deposit”, ” and together with the Initial Additional Deposit and all interest accrued thereonthe Initial Deposit, the “Deposit”). Escrow Holder shall deposit the , which Deposit in a is non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by refundable to Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with for any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than thatn a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Refundable Event.

Deposit. Within one (1) business day following 4.1. On the mutual execution and exchange date of this Agreementagreement, Buyer the GDI Parties shall deposit into Escrow pay (as defined belowor procure the payment of) the an amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant equal to the provisions hereof prior thereto, no later than three (3) business days after the expiration Deposit by electronic transfer of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in of same day value to the amount of One Hundred Thousand Escrow Account and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid held in the Escrow Account in accordance with the terms of this agreement and the Escrow Agreement in order to Existing Owner assure each GDI Party’s performance of its obligations under this agreement. 4.2. The Buyer shall bear the costs, fees, expenses and credited against liabilities owed to the Purchase Price on Escrow Agent under the Closing Date. In the event the sale terms of the Property is Escrow Agreement and the Buyer shall use all its reasonable endeavours to procure that such costs, fees, expenses and liabilities shall not consummated because be deducted from the Deposit or any other amount standing to the credit of the Escrow Account, in each case, other than the Escrow Margin. If any such costs, fees, expenses and liabilities (other than the Escrow Margin) are deducted from the Deposit or any other amount standing to the credit of the Escrow Account, the Buyer shall make any balancing payment to the Escrow Account so that the amount standing to the credit of the Escrow Account shall not be less than the Deposit (and any interest accrued thereon (other than the Escrow Margin)). 4.3. If this agreement terminates pursuant to clauses 5.7 or 9.4(b): (a) a Seller default, in circumstances where: (bi) any GDI Party has not complied with any of its obligations under this agreement to be undertaken on or prior to Completion; and/or (ii) the Buyer Parent Approval has not been obtained (irrespective of whether or not the GDI Parties have complied with their obligations in this agreement), • in each case, the Seller Parent and the Buyer shall by no later than one Business Day following such termination of this Agreement by Buyer in accordance with issue an Escrow Payment Instruction to the Escrow Agent to release the Deposit (and any right to so terminate provided herein, (c) interest accrued thereon other than the failure of any of Buyer’s Closing Conditions (as defined belowEscrow Margin) to occur or the Seller Parent (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return on behalf of the Deposit” shall also be deemed Sellers) to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).Seller Account;

Deposit. Within one (1) business day following the mutual execution and exchange Before service will be rendered by Seller to Consumer a cash deposit of this Agreement, Buyer __________________________________________ Dollars shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), be placed with Seller. Interest will accrue on such deposits in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement manner and at the rate prescribed by the Louisiana Public Service Commission and shall have been terminated pursuant be credited to the provisions hereof prior theretoConsumer’s deposit account. In lieu of cash, no later than three and at Consumer’s option, subject to approval by Seller as to acceptability, Consumer may deliver to Seller (3a) business days after an irrevocable letter of credit from the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds Consumer’s Bank in the amount of One Hundred Thousand Dollars; (b) a surety bond in favor of Seller, of the type required by Seller and No/100 Dollars in the amount of ; or ($100,000c) a continuing guaranty from a party, other than Consumer, acceptable to Seller shall be delivered by Consumer to Seller. Consumer understands and agrees that Seller may, in its discretion, require one or more of options (a) (b) or (c) in combination in lieu of a cash deposit. A. A surety bond shall be effective for a period of ______ year(s). Such surety bond shall obligate the “Additional Deposit”bond company to notify Seller within five (5) business days in writing in the event such surety bond is terminated by Consumer or canceled by the bonding company. Consumer shall also notify Seller within five (5) business days in writing of said termination or cancellation and shall immediately furnish to Seller a new deposit of the type satisfactory to Seller and for the amount required by Seller. B. A letter of credit shall be effective for a period of year(s). Such letter of credit shall obligate the issuer to notify Seller within five (5) business days in writing in the event such letter of credit is terminated by Consumer or canceled by the issuer. Consumer shall also notify Seller within five (5) business days in writing of said revocation or cancellation and shall immediately furnish to Seller a new deposit of the type satis factory to Seller and for the amount required by Seller. C. A continuing guaranty shall be effective for a period of year(s). Such continuing guaranty shall obligate the issuer to notify Seller within five (5) business days in writing in the event such continuing guaranty is terminated by Consumer or canceled by the issuer. Consumer shall also notify Seller within five (5) business days in writing of said revocation or cancellation and shall immediately furnish to Seller a new deposit of the type satisfactory to Seller and for the amount required by Seller. D. Failure to maintain a deposit with Seller, or failure to furnish a surety bond or irrevocable letter of credit to Seller, shall constitute sufficient cause for discontinuance of electric service, and together with the Initial Deposit Consumer agrees and all interest accrued thereonunderstands that in such event, the “Deposit”). Escrow Holder shall deposit the Deposit Seller, at its option, may discontinue electric service without notice or putting in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. default. E. In the event Consumer becomes delinquent in the payment of bills for service, minimum charges, construction charges, or files bankruptcy, or has bankruptcy filed against it or assigns its assets for the consummation benefit of its creditors or is placed in receivership or liquidation or otherwise ceases to do business, Seller may elect to set off the purchase and sale of the Property as contemplated deposit, in whatever form, against any delinquent amounts due and/or discontinue service hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. . F. In the event Seller institutes collection proceedings or files suit to recover any delinquent amounts due under this Commercial Power Contract or brings an action to enforce its rights to the sale security provided by Consumer pursuant to this Agreement, Consumer and/or Consumer’s guarantors, sureties, assigns and/or successors shall be liable for all attorneys fees in the amount of twenty-five percent (25%) of the Property is not consummated because amount owed with interest together with all costs of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)such proceedings.

Deposit. Within one Purchaser is depositing with Xxxxxxx Title Guaranty Company (1hereinafter sometimes referred to as the "Escrow Agent" or the "Title Company"), having an office at Crossroads Corporate Center, Xxx Xxxxxxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxx, Xxx Xxxxxx 00000 Attention: Xxxxxxx X. Louis, (a) business day following simultaneously with the mutual execution and exchange delivery of this Agreement, Buyer shall deposit into Escrow the sum of FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($500,000.00) (the "Initial Deposit"), and (b) in the event that Purchaser gives Seller an Investigation Notice (as defined belowin Section 3.3 hereof) no later than December 3, 1996 stating Purchaser's intention to proceed hereunder, the amount sum of Seven Thousand One Hundred Forty Three and No/100 Dollars TWO MILLION TWO HUNDRED THOUSAND AND 00/100 DOLLARS ($7,143.002,200,000.00) (the “Initial "Additional Deposit”)") in good funds, in the form of a either by check or by federal wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Additional Deposit being hereinafter collectively referred to as the "Deposit”"). The Escrow Holder Agent shall deposit hold the Initial Deposit in a non-commingled trust account and shall invest the Additional Deposit in an insured, interest interest-bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and account reasonably acceptable to Existing Owner Seller and Purchaser, in accordance with the terms and conditions of this Agreement. All interest thereon on the Deposit shall be deemed income of Purchaser, and Purchaser shall be responsible for the payment of all costs and fees imposed on the Deposit account. The Deposit and all accrued interest shall be distributed in accordance with the terms of this Agreement. The failure of Purchaser to timely deliver any portion of the Deposit hereunder shall entitle Seller, at Seller's sole option, to terminate this Agreement immediately and the Initial Deposit, if previously deposited with Escrow Agent, shall be refunded to Purchaser. Any interest earned on the Deposit shall be credited to Buyer’s account Purchaser at the Closing. If the transaction contemplated by this Agreement closes in accordance with the terms and deemed to be part conditions of this Agreement, at the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderClosing, the Deposit shall be paid delivered by Escrow Agent to Existing Owner and credited against Seller as payment towards the Purchase Price on Price. If the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of transaction contemplated by this Agreement by Buyer in accordance with any right fails to so terminate provided hereinclose, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately delivered by Escrow Agent to the party entitled to the same pursuant to the terms of this Agreement and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder accrued interest shall be for Seller delivered by Escrow Agent to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Purchaser.

Deposit. Within one (1) business day following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after following the expiration execution of the “Due Diligence Period” (as hereinafter defined)this Agreement, Buyer Purchaser shall deposit with Escrow Holder additional cash or other immediately available funds in the amount sum of One Hundred Thousand and No/100 Dollars ($100,000100,000.00) with Escrow Agent as the exxxxxx money deposit (the “Additional "Initial Exxxxxx Money Deposit”"). Upon the expiration of the Inspection Period, in the event Purchaser does not terminate this Agreement pursuant to the terms hereof, the Exxxxxx Money shall become non-refundable and shall not be returnable to the Purchaser under any circumstances except as otherwise expressly provided in this Agreement, including, without limitation, Section 12.1 below in the event of a default by Seller which remains uncured after applicable notice and cure periods. If Purchaser shall validly exercise any right or option under this Agreement to rescind, cancel or terminate this Agreement, the Exxxxxx Money shall be immediately paid over and refunded to Purchaser in accordance with the terms and conditions of an escrow agreement to be entered into by and between Seller, Purchaser and Escrow Agent, the form of which is attached hereto as Exhibit "D" and incorporated herein by reference (the "Escrow Agreement"), in which event neither Seller nor Purchaser shall have any further rights, duties or obligations under this Agreement, except as otherwise expressly provided herein. Escrow Agent shall promptly invest the Exxxxxx Money and disburse same in accordance with the terms, conditions and provisions of the Escrow Agreement, and together with the Initial Deposit interest and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest income earned thereon shall be credited accrue to Buyer’s account and deemed to be become part of the DepositExxxxxx Money. In Purchaser shall pay any of Escrow Agent's fees and banking charges for serving as escrow agent, if any. At and in the event of Closing, Escrow Agent shall tender the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid Exxxxxx Money to Existing Owner and credited against the Purchase Price Seller on the Closing Date. In Date and the event the sale Exxxxxx Money so delivered to Seller shall be applied and credited in reduction of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Price.

Deposit. Within one To secure the performance by Purchaser of its obligations under this Agreement, Purchaser will make a deposit of Six Hundred Seventy Five Thousand Dollars $675,000 in the following manner: (1i) within two (2) business day following days after the mutual execution and exchange Effective Date of this Agreement, Buyer Purchaser shall deposit into with Commonwealth Land Title Insurance Company (the “Escrow (as defined below) Agent”), the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) initial sum (the “Initial Deposit”) of One Hundred Seventy Five Thousand Dollars ($175,000), in ; and (ii) shall thereafter deliver the form additional sum (the “Additional Deposit”) of a wire transfer payable to Chicago Title Insurance Company Five Hundred Thousand Dollars (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three $500,000) within two (32) business days after the expiration of the “Due Diligence Period” Inspection Period (as hereinafter defined). Upon expiration of the Inspection Period, Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all the Additional Deposit shall both be non-refundable to Purchaser (unless Seller shall default hereunder), but shall be applicable to the Purchase Price at Closing. In the event Purchaser exercises its right to cancel the transaction as provided for in Paragraphs 5 or 6 hereof, the Initial Deposit shall be returned to Purchaser with any interest accrued earned thereon. Seller agrees that upon notification by Purchaser of Purchaser’s cancellation pursuant to Paragraphs 5 or 6, Seller will direct Escrow Agent to return the Initial Deposit and interest earned thereon to Purchaser. The Initial Deposit and the Additional Deposit shall be sent by wire transfer to the Escrow Agent and held and disbursed by the Escrow Agent as an xxxxxxx money deposit (collectively, the “Deposit”)) pursuant to the provisions of this Agreement. Escrow Holder shall deposit the Deposit in a non-commingled trust account Any and shall invest the Deposit in an insured, all interest bearing money market accounts, certificates of deposit, United States Treasury Bills accrued or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest earned thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In Purchaser except in the event the sale of a default by Purchaser, in which event all of the Property is not consummated because of (a) a Seller defaultinterest shall be disbursed to Seller, (b) together with the termination of this Agreement by Buyer Deposit, as liquidated damages in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined default provisions below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one (1) business day Section 5.7 of the General Terms and Conditions to Lease is amended to provide that Tenant shall have the option to tender to Landlord, as its Deposit, an irrevocable clean letter of credit. If Tenant elects such option, then the following the mutual provisions shall apply: 5.7.1 Upon Tenant’s execution and exchange of this AgreementLease, Buyer Tenant shall deposit into Escrow (tender to Landlord, as defined below) its Deposit, an irrevocable clean letter of credit in the amount form referred to in Exhibit A to this Rider and made a part hereof, issued by a national banking association and of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”)Tenant's choosing, but in any event reasonably acceptable to Landlord, in the form face amount of a wire transfer payable to Chicago Title Insurance Company $71,283.49 (“Escrow Holder”)the "Letter of Credit") which shall be held by the Landlord as security for the Tenant's performance hereunder. Unless this Agreement shall have been terminated pursuant If the Letter of Credit expires prior to the provisions hereof date scheduled for termination of this Lease, then, not less than thirty (30) days prior thereto, no later than three (3) business days after to the expiration of the “Due Diligence Period” Letter of Credit, Tenant shall deliver to Landlord a renewal or replacement of the Letter of Credit having the effect of renewing the expiring Letter of Credit or replacing it with a new Letter of Credit on terms materially identical to those of the expiring Letter of Credit. If Tenant fails to deliver a renewal or replacement of the expiring Letter of Credit on or before such thirty (30) day period then, following fifteen (15) days notice to Tenant, tendered in accordance with this Lease, and Tenant's failure or refusal to deliver such renewal or replacement within such fifteen (15) day period, Landlord shall use commercially reasonable efforts to draw under the Letter of Credit for the full amount thereof for application as hereinafter defined)provided. The proceeds of such draw shall, Buyer upon receipt, be held by Landlord to be applied as hereinafter provided. If Tenant fails to deliver a renewal or re-placement of the expiring Letter of Credit in the manner above set forth and if, as a result, Landlord draws under the Letter of Credit as above set forth and receives the proceeds thereof, as aforesaid, then Tenant's original failure to deliver a renewal or replacement of the expiring Letter of Credit shall deposit with Escrow Holder additional cash not be deemed to be an Event of Default pursuant to Section 21 of this Lease. If (i) Landlord uses commercially reasonable efforts to draw under the Letter of Credit as herein provided and in such event the issuing bank refuses to honor the Letter of Credit, or (ii) Tenant fails to deliver a renewal or re-placement of the expiring Letter of Credit in the manner above set forth and if, as a result of such refusal or failure, the Letter of Credit expires prior to Landlord's draw thereunder then in either event, Tenant's original failure to deliver a renewal or replacement of the expiring Letter of Credit shall be deemed to be an Event of Default pursuant to Section 21 of this Lease; in addition to Landlord's other immediately available funds remedies for such default Landlord shall have the right, upon demand by Landlord, to require Tenant to forthwith deliver to Landlord a substitute or replacement for the Letter of Credit and, in addition, Tenant shall pay Landlord an amount equal to interest at the Default Rate on the principal amount of the Letter of Credit, accounting from the date of expiration thereof to and including the date on which a replacement to the Letter of Credit is delivered to Landlord. 5.7.2 In no instance shall the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and be considered a measure of liquidated damages. Landlord may apply all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit or any part of the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates total or partial satisfaction of deposit, United States Treasury Bills any default by Tenant. The application of all or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be any part of the Deposit to any obligation or default of Tenant under this Lease shall not deprive Landlord of any other rights or remedies Landlord may have, nor shall such application by Landlord constitute a waiver by Landlord. If all or any part of the Deposit is applied to an obligation of Tenant under this Lease then Landlord shall have the right to call upon Tenant to restore the Deposit to its original amount in cash or post a new Letter of Credit in the original amount pursuant to the terms hereof by giving notice to Tenant, in which case Tenant shall immediately restore the Deposit. In The Deposit, if reduced to cash, shall be held by Landlord without liability for interest; Landlord shall be entitled to the event full use of the consummation of the purchase Deposit as reduced to cash and sale of the Property as contemplated hereundershall not be required to keep it in a segregated account or escrow. It is understood and agreed that should Landlord convey its interest under this Lease, the Deposit shall may be paid turned over by Landlord to Existing Owner Landlord's grantee or transferee, and credited against the Purchase Price on the Closing Date. In the event the sale upon any such delivery of the Property is Deposit and assumption by such transferee of Landlord's obligations under this Lease with respect to the Deposit, Tenant hereby releases Landlord herein named of any and all liability with respect to the Deposit, its application and return, and Tenant agrees to look solely to such grantee or transferee. This provision shall also apply to subsequent grantees and transferees. Landlord will return the balance of the Deposit not consummated because previously applied as provided herein, within thirty (30) days after expiration of the Term. 5.7.3 Tenant's obligations to maintain the Letter of Credit as security for Tenant's obligations under this Lease shall extend until the end of the Term of this Lease so long as Tenant has not theretofore committed an Event of Default under this Lease which results in a written notice of Default from Landlord. If no such Notice of Default has issued prior to such time then, at any time following the end of the Term of this Lease, and so long as no Event of Default then exists, Landlord shall, upon request of Tenant, (a) a Seller default, return an unexpired Letter of Credit or (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then refund the Deposit shall be immediately and automatically paid over as previously reduced to Buyer without the need for any further action cash by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return Landlord following negotiation of the Deposit” shall also be deemed to include a return Letter of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Credit.

Deposit. (a) Within one two (12) business day days following the mutual execution and exchange of this AgreementAgreement Date, Buyer shall deposit into the Escrow (as defined below) the amount sum of Seven One Million Two Hundred Fifty Thousand One Hundred Forty Three and No/100 Dollars ($7,143.001,250,000.00) (the “Initial Deposit”), in Current Funds with the form Title Company. The Deposit shall be held by the Title Company in an interest-bearing account and all interest thereon shall become part of a wire transfer payable to Chicago Title Insurance Company the Deposit. (“Escrow Holder”). Unless this Agreement shall have been terminated b) If Buyer delivers the Go Forward Notice pursuant to the provisions hereof prior thereto, no later than three (3Section 1.2(a) business days after above on or before the expiration of the “Due Diligence Property Approval Period” (as hereinafter defined), then Buyer shall deposit with in Escrow Holder an additional cash or other immediately available funds in the amount of One Million Two Hundred Fifty Thousand and No/100 Dollars ($100,0001,250,000.00) (the “Additional Deposit”) in Current Funds within one (1) business day after the expiration of the Property Approval Period. If and when the Additional Deposit is deposited by Buyer into Escrow as provided hereunder, and together with then all references herein to the Initial “Deposit” shall refer, collectively, to the initial Deposit pursuant to Section 2.2(a) plus the Additional Deposit, and all interest accrued earned thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account . (c) If Seller and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of complete the purchase and sale of the Property as contemplated hereunderin accordance with this Agreement, the Deposit shall be applied to payment of the Purchase Price for the Property in accordance with Section 2.1 hereof. If the purchase and sale of the Property is not so completed and this Agreement terminates following the expiration of the Property Approval Period for any reason other than a default by Seller hereunder or a termination of this Agreement pursuant to Sections 6.2, 6.3, or 7.2 hereof, then the Deposit shall be paid to Existing Owner Seller. If the purchase and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) so completed and this Agreement terminates due to a default by Seller default, (b) the hereunder or a termination of this Agreement by Buyer in accordance with any right pursuant to so terminate provided hereinSections 6.2, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur 6.3, or (d) any other reason other than a default by Buyer7.2 hereof, then the Deposit shall be immediately and automatically paid over returned to Buyer without upon such termination of this Agreement. (d) If Buyer fails to timely deposit into the need for Escrow any further action by either Party hereto. The sole remedy for a failure by portion of the Deposit within the time periods required, then Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for deemed in default under this Agreement, Seller to may terminate this Agreement. All references in this Agreement by written notice to a “return Buyer at any time prior to the date on which Buyer deposits such portion of the Deposit” , Seller shall also be deemed entitled to include a return retain any portion of the “Deposit” Deposit previously placed into Escrow by Buyer, and the parties shall have no further rights or obligations under this Agreement, except for rights and obligations that, by their terms, survive the “Other Property Purchase Agreements” (as defined herein)termination of this Agreement.

Deposit. Within one two (12) business day days following the mutual execution Effective Date, as defined in Section 16.4 of this Agreement and exchange as a condition precedent to the formation of this Agreement, Buyer Purchaser shall deposit into Escrow procure a letter of credit from a creditworthy bank or other financial institution selected by Purchaser (as defined below“Purchaser’s Letter of Credit”) in the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($7,143.00500,000.00) and shall deposit Purchaser’s Letter of Credit with Commonwealth Land Title Insurance Company, 685 Third Avenue, 20th Floor, New York, New York 10017, Attention: Debra Sollitto, dsollitto@cltic.com (the "Xxxxxx Xxxxx" xx “Initial DepositXxxxx Xxxxxxx”), xxx xxxxxxx xx xxxch is hereby xxxxxxxxxxxx xy Xxxxxx Xxxxx'x xxxxution hereof. If Purchaser shall fail to deposit the Purchaser’s Letter of Credit within the time period provided for above, Seller may at any time prior to the deposit of the Purchaser’s Letter of Credit, terminate this Agreement, in which case this Agreement shall be null and void ab initio and in such event Escrow Agent shall immediately deliver to Seller all copies of this Agreement in its possession, and thereafter neither party shall have any further rights or obligations to the other hereunder, except for the Surviving Termination Obligations (as hereinafter defined). Purchaser’s Letter of Credit shall be in the form attached hereto as Exhibit J. The expiry date of a wire transfer payable Purchaser’s Letter of Credit shall not be before the date which is thirty (30) days after the expiration of the Inspection Period, and the beneficiary of Purchaser’s Letter of Credit shall be the Escrow Agent. If Purchaser elects to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant proceed to the provisions hereof prior theretoClosing as provided under Section 5.5, no later than Purchaser shall, on or before three (3) business days after the expiration of the “Due Diligence Inspection Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000500,000.00) in cash with the Escrow Agent (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Cash Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account , and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of upon such deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).,

Deposit. Within one Promptly, but in any case within two (12) business day following the mutual execution and exchange days after receipt by Buyer of a duly executed counterpart of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Fifty Thousand One Hundred Forty Three and No/100 Dollars 00/100 DOLLARS ($7,143.0050,000.00) (the “"Initial Deposit”), in ") to the form of a wire transfer payable to Chicago Title Insurance Company Shutts & Bowen LLP (“the "Escrow Holder”). Unless Agent") trust account and if Buyer xxxx not xxxxly terminate this Agreement shall have been terminated pursuant to by the end of the Inspection Period under the provisions hereof prior theretoof Section 4.1 herein, no later than three (3) business days after then by the expiration end of such Inspection Period, the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with to Escrow Holder Agent's trust account an additional cash or other immediately available funds in deposit (the amount "Additional Deposit") of One Five Hundred Fifty Thousand and No/100 Dollars 00/100 DOLLARS ($100,000550,000.00) (the “Additional Deposit”, and together with both the Initial Deposit and Additional Deposit to be by check or wire transfer and to be held by Escrow Agent, pursuant to the terms and conditions of this Agreement. The term "Deposit" shall refer to only the Initial Deposit until such time as Buyer is obligated hereunder to deposit the Additional Deposit and from that point on will refer collectively to the Initial Deposit and the Additional Deposit collectively. The Deposit shall be placed in an interest bearing escrow account with the interest to be reported under the Buyer's taxpayer identification number as set forth in a W-9 which Buyer shall complete, sign and furnish to Escrow Agent on or before making the Initial Deposit. At Closing, the Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest earned thereon shall be credited toward the Purchase Price and paid to Buyer’s account and deemed to be part of Sellers at the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderClosing or, the Deposit if Closing does not occur, shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by either Sellers or Buyer in accordance with any right to so terminate as provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one (1) business day following Simultaneously with the mutual execution and exchange of this Agreement, Buyer the Purchaser shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) 5,000,000 in immediately available funds (the “Initial "Deposit”), in ") with the form firm of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated Salmon & Nostrand pursuant to the provisions hereof prior theretoEscrow Agreement, no later than three (3) business days after the expiration dated as of the “Due Diligence Period” (as hereinafter defined)date hereof, Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in by and among the amount of One Hundred Thousand Purchaser, the Seller, Salmon & Nostrand and No/100 Dollars ($100,000) TransNation Land America, Inc. (the “Additional Deposit”"Escrow Agent"). Pursuant to the Escrow Agreement, if the Board of Directors of the Seller approves this Agreement, then within one Business Day after receipt of notice of such approval Salmon & Nostrand shall either (i) deliver (x) the Deposit to the Escrow Agent to be held in accordance with the Escrow Agreement, and together with (y) any interest accrued on the Initial Deposit to the Purchaser or (ii) if the Purchaser shall have delivered the Letter of Credit to the Seller, return the Deposit and all any interest accrued thereonthereon to the Purchaser. At the Closing, the “Deposit”). Escrow Holder shall deposit (A) if the Deposit in a non-commingled trust account and shall invest has been delivered to the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderEscrow Agent, the Deposit shall be paid applied to Existing Owner and credited against the Purchase Price on and any interest accrued thereon shall be disbursed to the Purchaser or (B) if the Letter of Credit shall have been delivered to the Seller, the Seller shall draw upon the Letter of Credit in full (the Purchaser hereby agreeing that the Seller shall not be obligated to consummate the Closing Date. In unless and until the event the sale issuer of the Property is not consummated because Letter of (a) a Credit shall have paid the proceeds of the Letter of Credit to the Seller). If the Purchaser shall default in its obligations under this Agreement, the Deposit and any interest accrued thereon shall be disbursed to the Seller defaultor, (b) if the termination Letter of this Agreement by Buyer in accordance with any Credit shall have been delivered to the Seller, the Seller shall have the right to so terminate provided hereindraw upon the Letter of Credit in full, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then with the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit interest accrued thereon or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return proceeds of the Deposit” shall also be deemed to include a return Letter of Credit, as the “Deposit” under the “Other Property Purchase Agreements” (case may be, constituting liquidated damages as defined hereinprovided in Section 12.03(a).

Deposit. Within one two (12) business day following days after the mutual full execution and exchange delivery of this Agreement, Buyer shall deposit into with the Escrow (as defined below) Holder the amount sum of Seven Thousand One Hundred Forty Three and No/100 Dollars FOUR HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($7,143.00450,000.00) (the “Initial Deposit”), in the form of a ) by federal wire transfer payable to Chicago Title Insurance Company of immediately available funds. If Buyer has not sooner terminated this Agreement, then within two (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (32) business days after the expiration of the “Due Diligence Inspection Period” (as hereinafter defined), Buyer shall deposit with the Escrow Holder the additional cash or other immediately available funds in the amount sum of One Hundred Thousand and No/100 Dollars FOUR HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($100,000450,000.00) (the “Additional Subsequent Deposit”, and together with ; the Initial Deposit and all interest accrued thereonSubsequent Deposit, if and when deposited, are collectively, the “Deposit”)) by federal wire transfer of immediately available funds. Escrow Holder shall deposit The Deposit and all interest earned on such amounts are referred to collectively as the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the “Deposit”. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the The Deposit shall only be paid refundable to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of Buyer if (a) a Seller defaultBuyer terminates this Agreement prior to the expiration of the Inspection Period, or (b) the termination of Buyer or Seller terminates this Agreement by Buyer in accordance with any right to so terminate provided herein, for other reasons expressly enumerated herein (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then ) which expressly contemplate a refund of the Deposit to Buyer. The Deposit shall be immediately and automatically paid over applied to the Purchase Price at the Closing. If Buyer without shall fail to timely make the need for Deposit, then Seller may, at any further action time thereafter until such Deposit has been made, terminate this Agreement by either Party hereto. The sole remedy for a failure written notice to Buyer, in which case this Agreement shall terminate, any portion of the Deposit previously made by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for paid to Seller and the parties shall have no further liability to terminate one another arising from this Agreement. All references in , except that the provisions of this Agreement to a “return which expressly survive the termination of this Agreement (including, but not limited to, Sections 10.14, 10.15, 10.16, 10.18, and 10.20) shall survive such termination and be enforceable by the Deposit” shall also be deemed to include a return of parties thereafter (the “Deposit” under the “Other Property Purchase Agreements” (as defined hereinSurviving Contract Provisions”).

Deposit. Within one (1) business day following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) pay to Settlers Title Agency, Inc. (the “Initial Deposit”), "Title Company") a deposit either in the form of cash or letter of credit substantially in the form attached hereto and made a wire transfer payable to Chicago Title Insurance Company part hereof as Exhibit H in the sum of One Hundred Twenty-Seven Thousand Six Hundred Fifty Dollars (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to $127,650.00) ((the provisions hereof prior thereto, no later than "Deposit") within three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined)complete execution of this Agreement. The Deposit, Buyer if in cash, shall deposit with Escrow Holder additional cash or other immediately available funds be held in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit escrow in an insured, interest bearing money market accounts, certificates account in a federally–insured banking institution in the State of deposit, United States Treasury Bills or such other instruments as directed by Buyer New Jersey and reasonably acceptable to Existing Owner and any interest accruing thereon shall be part of the Deposit. If the performance and maintenance bonds (“Bonds”) listed on Exhibit I attached hereto and made a part hereof have been returned to Seller or are being returned to Seller at Closing, the Deposit shall be credited against the cash portion of the Purchase Price due at Closing (as defined below). Otherwise, the Deposit shall remain in escrow until all of the Bonds have been returned to Seller, at which time the Deposit shall be released to Buyer’s account . If Buyer terminates this Agreement pursuant to Paragraphs 5, 6, 10, 11, 26 or 27, the Deposit plus the accrued interest thereon, shall be immediately returned to Buyer. Seller and deemed Buyer acknowledge that the Title Company is acting solely as an escrow holder at their request and for their convenience and that the Title Company shall not be liable to either of the parties for any act or omission on its part unless taken or suffered in willful disregard of this Agreement or involving its gross negligence. Seller and Buyer shall jointly and severally indemnify and hold Title Company harmless from and against any loss or liability arising from the performance of its duties as Title Company hereunder, unless Title Company has wilfully disregarded the terms of this Agreement or committed gross negligence. The Title Company shall not be part entitled to any fees for the performance of its services as escrow holder hereunder. In the event there is any dispute between Seller and Buyer with respect to the performance of obligations hereunder or the disposition of the Deposit or in the event the Title Company shall otherwise believe in good faith at any time that a disagreement or dispute has arisen between the parties with respect to release of the Deposit (whether or not litigation has been instituted), Title Company shall have the right, at any time upon written notice to both Seller and Buyer (“Title Company Elections”), to (a) retain the Deposit in escrow pending resolution of the dispute or (b) place the Deposit with the Clerk of the Court in which any litigation is pending. Prior to releasing the Deposit from escrow, Title Company shall give notice to the parties hereto of its disbursement intentions. The parties shall be given ten (10) days from receipt of said notice to advise Title Company of a dispute with respect to the disposition of the Deposit. In the event Title Company receives notice of any dispute from Seller or Buyer within said ten (10) days with respect to the performance of the consummation parties’ obligations hereunder or the disposition of the purchase Deposit and/or interest, Title Company shall select an alternative within the Title Company Elections. If no notice of a dispute is received within said ten (10) days, Title Company shall be entitled and sale of the Property as contemplated hereunder, hereby directed to release the Deposit shall be paid (to Existing Owner and credited against the Purchase Price on extent the Closing Date. In the event the sale of the Property is not consummated because of (aparties are entitled to same) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately its disbursement notice and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Sale.

Deposit. Within one (1) business day following Upon the mutual execution and exchange delivery of this AgreementContract, Buyer shall make a deposit into Escrow (as defined belowthe "First Deposit") in the amount of Seven Thousand One Hundred Forty Three Thousand and No/100 Dollars % ($7,143.00100,000.00) Dollars with The Law Office of Xxxx X. Xxxxxxxx, located at 245 Saw Mill Xxxxx Xxxx, Xxxxxxxxx, Xxx Xxxx 00000 (the “Initial Deposit”), in the form of a wire transfer payable hereinafter referred to Chicago Title Insurance Company (“as "Escrow Holder”Agent"). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after Upon the expiration of the “"Due Diligence Period” " (as hereinafter defined), Buyer shall make an additional deposit with Escrow Holder additional cash or other immediately available funds (the "Second Deposit") in the amount of One Three Hundred Thousand and No/100 Dollars % ($100,000300,000.00) Dollars with the Escrow Agent. The First Deposit and the Second Deposit (the “Additional Deposit”First Deposit and, and together with to the Initial Deposit and all interest accrued thereonextent paid to Escrow Agent, the “Second Deposit being hereinafter referred to as the "Contract Deposit”). ") shall be made by check and shall be held in escrow by Escrow Holder shall deposit the Deposit Agent in a non-commingled trust account and shall invest the Deposit in an Federally insured, interest bearing money market accountsaccount, certificates with interest payable to the party entitled to receive the Contract Deposit pursuant to the terms of depositthis Contract. The Contract Deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and together with all accrued interest thereon thereon, shall be credited applied to Buyer’s account and deemed to be part of the Deposit. In Purchase Price at "Closing" (as hereinafter defined) or if the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit Closing does not occur shall be paid to Existing Owner and credited against the Purchase Price on Seller unless this Contract expressly provides that it shall be paid to Buyer. If for any reason the Closing Date. In does not occur and either party makes a written demand upon the event the sale Escrow Agent for payment of the Property Contract Deposit, the Escrow Agent shall give written notice to the other party of such demand. If the Escrow Agent does not receive a written objection from the other party to the proposed payment within ten (l0) days after the giving of such notice, the Escrow Agent is hereby authorized to make such payment. If the Escrow Agent does receive such written objection within such ten (l0) day period or if for any other reason the Escrow Agent in good faith shall elect not consummated because to make such payment, the Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or disposition of (a) the same has been directed by a Seller defaultfinal, (b) nonappealable court order or Escrow Agent may pay the termination of this Agreement by Buyer Contract Deposit into court in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party heretoproper court procedure. The sole remedy parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for a failure by Buyer to make their convenience, that the Initial Deposit or the Additional Deposit as and when required hereunder Escrow Agent shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also not be deemed to include a return be the agent of either of the “Deposit” parties, except as expressly set forth herein, and that the Escrow Agent shall not be liable to either of the parties for any act or omission on its part unless taken or suffered in bad faith, in willful disregard of this Contract or of any escrow agreement or involving gross negligence. Both parties shall jointly and severally reimburse and indemnify Escrow Agent harmless from and against any and all loss, liability, costs and expenses, including without limitation, reasonable attorneys' fees and expenses as a result of its performance of its duties and obligations under this Contract. Upon making the “Other Property Purchase Agreements” (as defined herein)delivery of the Contract Deposit and interest earned thereon in the manner provided in this Contract, Escrow Agent shall have no further liability hereunder. The Escrow Agent joins in the execution of this Contract solely for the purpose of acknowledging receipt of the First Deposit and its agreement to hold the same pursuant to the terms hereof.

Deposit. Within one (1a) business day following Not later than 5:00 p.m. Eastern Standard Time (“EST”) on the mutual execution and exchange Agreement Date, the Purchaser, for the benefit of this AgreementSeller, Buyer shall deposit into with the Escrow (as defined below) Agent by bank wire transfer the amount sum of Seven Thousand One Hundred Forty Three and No/100 Thirty Million Dollars ($7,143.00) 30,000,000.00), as an xxxxxxx money deposit to assure Purchaser’s performance hereunder (together with all interest thereon, if any, the “Initial Deposit”). If the Purchaser fails to timely deliver the Initial Deposit within the time period specified in this Section 2.2, then this Agreement shall automatically terminate (except for those matters which are indicated herein as surviving termination), whereupon neither party shall have any further rights, duties or obligations hereunder other than the obligations and rights set forth herein that expressly survive the termination of this Agreement. Notwithstanding the foregoing, if there is any delay in the form delivery of a the Initial Deposit within the time period specified in this Section 2.2 for reasons beyond Purchaser’s reasonable control, so long as the Initial Deposit is actually received by Escrow Agent on or before 00 xxxx XXX xx Xxxxxxxx 00, 0000 (xx being understood and agreed that Escrow Agent shall, pursuant to Section 1 of the Escrow Agreement, notify Purchaser and Seller by e-mail upon receipt of the Initial Deposit), Purchaser shall be deemed to have satisfied its obligation to deliver the Initial Deposit within the time period specified in this Section 2.2 by providing Seller with the wire confirmation and ABA routing number or SWIFT Code evidencing the wire transfer payable of the Initial Deposit to Chicago the Escrow Agent on or before 5:00 pm EST on December 23, 2015. Simultaneously with the execution and delivery of this Agreement and prior to the delivery of the Initial Deposit, Seller, the Purchaser and Fidelity National Title Insurance Company (“Escrow HolderAgent”) shall enter into an escrow agreement substantially in the form of Exhibit E attached hereto (the “Escrow Agreement”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the The Initial Deposit and all interest accrued thereon, the Extension Deposit (if applicable pursuant to Section 3.1) are collectively referred to herein as the “Deposit”). Escrow Holder .” The Deposit shall deposit the Deposit in a be non-commingled trust account and refundable except as otherwise provided herein. (b) Escrow Agent shall invest place the Deposit in an insured, interest interest-bearing money market accounts, certificates of deposit, United States Treasury Bills escrow account at a federally insured commercial bank or such other instruments as directed by Buyer and financial institution reasonably acceptable to Existing Owner both Seller and interest thereon Purchaser. Escrow Agent shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, hold the Deposit in accordance with the terms of this Agreement and the Escrow Agreement. At Closing, Escrow Agent shall be paid deliver the Deposit to Existing Owner Seller and credited credit the Deposit against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Price.

Deposit. Within one (1a) business day following On the mutual execution and exchange of this AgreementEffective Date, Buyer Purchaser shall deposit into Escrow with Chicago Title Insurance Company, having its office at 000 Xxxxxx Xxxxxx, Xxxxxxxxxx 00000, Attention: Xxxxx Xxxx, (as defined belowthe “Title Company”) in immediately available funds the amount sum of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) 30,000.00 (the “Initial Deposit”), . The Initial Deposit shall be held in the form of a wire transfer payable an interest bearing account approved by Purchaser and Seller. The Initial Deposit shall be refundable to Chicago Title Insurance Company (“Escrow Holder”). Unless Purchaser if Purchaser terminates this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no Sections 2 or 3. (b) No later than three (3) business days after the expiration of the “Due Diligence Period” later of the Title Inspection Period (as hereinafter defined) and the Inspection Period (as hereinafter defined) (such later date, the “Approval Date”), Buyer Purchaser shall deposit into Escrow with Escrow Holder the Title Company, the additional cash or other immediately available funds in the amount sum of One Hundred Thousand and No/100 Dollars ($100,000) 100,000.00 (the “Additional Deposit”) by certified check, and together with federal wire transfer or other immediately available funds. The Initial Deposit, the Initial Additional Deposit and all interest accrued thereon, earned on such amounts are referred to collectively as the “Deposit”). Escrow Holder . (c) The failure of Purchaser to timely deliver any Deposit when due hereunder shall be a material default, and shall entitle Seller, at Seller’s sole option, to terminate this Agreement immediately. (d) Upon Purchaser’s deposit of the Additional Deposit, the Deposit in a shall become non-commingled trust account and refundable; provided however, that the Deposit shall invest be refundable to Purchaser if this Agreement is terminated pursuant to a specific provision of this Agreement which provides that the Deposit is to be returned to Purchaser under such circumstances. (a) The Title Company shall hold the Deposit in an insured, interest interest-bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and account reasonably acceptable to Existing Owner Seller and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderPurchaser, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure terms and conditions of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” interest on such sum shall also be deemed to include a return income of Purchaser, and Purchaser shall be responsible for the “Deposit” under payment of all costs and fees imposed on the “Other Property Purchase Agreements” (as defined herein)Deposit account. The Deposit and all accrued interest shall be applied or distributed in accordance with the terms of this Agreement.

Deposit. Within one (1) business day following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds Seller, concurrent with execution of this Addendum, a Deposit in the amount of One Hundred Thousand and No/100 Dollars $1,000.00 ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder The Deposit shall deposit be held by Seller as security for the faithful performance by Xxxxx of all of the provisions of this Addendum to be performed or observed by Xxxxx. If Buyer fails to pay any amounts or other charges hereunder, or otherwise defaults with respect to any provision of this Addendum, Seller may use, apply or retain all or any portion of the Deposit for the payment of any such amounts or other charge in default, or for the payment of any other sum to which the Seller may become obligated by reason of Buyer’s default, or to compensate Seller for any loss or damage which Seller may suffer thereby. If Seller so uses or applies all or any portion of the Deposit, Buyer shall, within ten (10) days after Seller’s demand, deposit a non-commingled trust account and shall invest cashier’s or certified check with Seller in the amount sufficient to restore the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon the full amount thereof. Buyer’s failure to do so shall be credited a material breach of the Addendum. Seller shall not be required to keep the Deposit separate from its general accounts. If Xxxxx performs all of Xxxxx’s obligations hereunder, the Deposit, or so much thereof as has not theretofore been applied to Seller, shall be returned, without payment of interest or other increment for its use, to Buyer upon completion of Buyer’s account obligations hereunder to Seller’s reasonable satisfaction. No trust relationship is created herein between Seller and deemed Buyer with respect to be the Deposit. The Deposit is not part of the Deposit. In the event Xxxxxxx Money and no provisions of the consummation of Purchase Agreement or Addendum relating to the purchase and sale of the Property as contemplated hereunder, Xxxxxxx Money shall be applicable to the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Dateunless expressly stated otherwise. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).#2514191 v.3

Deposit. Within one (1) business day following the mutual Upon execution and exchange of this AgreementSublease, Buyer Sublessee shall deposit into Escrow (as defined below) supply Sublessor with a letter of credit in a form and from an institution reasonably acceptable to Sublessor in the amount equal to six (6) months of Seven Thousand One Hundred Forty Three base rental payments to be held for the duration of the Sublease Term. Provided, however, that if Sublessee is not in default at the end of the eighteenth (18th) month and No/100 Dollars the Sublessor's net worth at the eighteenth ($7,143.0018) month is equal to or better than its net worth at the Sublease execution date, said letter of credit shall be reduced by one-half. The letter of credit provided herein shall be considered as partial security for the payment and performance by, Sublessee of all of Sublessee's obligations, covenants, conditions and agreement under this Sublease. Whenever Sublessee shall be in default for thirty (30) days or more, Sublessor shall be entitled to the “Initial Deposit”)proceeds from the letter of credit and to demand a new letter of credit be put into place. For purposes of this Sublease, net worth shall mean all amounts in respect of the form Sublessee's capital stock, plus the amounts of additional paid in capital, retained earnings and other items designated as part of the Sublessee's stockholders' equity all of which would appear as such on a wire transfer payable to Chicago Title Insurance Company consolidated balance sheet of the Sublessee, less the amounts of goodwill or other intangible assets of the Sublessor, all as of such date prepared in accordance with UN Generally Accepted Accounting Principles (“Escrow Holder”GAAP). Unless this Agreement The Sublessee shall have been terminated pursuant furnish to the provisions hereof prior theretoSublessor, no later than three the following financial statements, reports, June 1, 1997 And information as of the sublease execution date and at the eighteenth (318) business month: (a) promptly when available and in any event within 30 days after the expiration execution date and the end of the “Due Diligence Period” eighteenth (as hereinafter defined)18) month, Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part unaudited consolidated balance sheet of the Deposit. In Sublessee and its consolidated subsidiaries certified as to fairness and accuracy of presentation and compliance and consistency with GAAP by the event chief accounting or financial officer of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, Sublessee. (b) Simultaneously with the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return delivery of the Deposit” shall also be deemed financial statements referred to include in a) above, a return certificate of the “Deposit” under chief accounting or financial officer of the “Other Property Purchase Agreements” (as defined herein)Sublessee setting forth in reasonable detail whether the Sublessee was in compliance with the Net Worth requirement on the date of such financial statements and certifying that no default exists on the date of delivery of such certificate.

Deposit. Within one (1) business day following Concurrently with the mutual execution and exchange of this Agreementdelivery hereof, Buyer Purchaser shall deposit into Escrow (as defined below) the amount of Seven cause Two Hundred Fifty Thousand One Hundred Forty Three and No/100 No/100ths U.S. Dollars ($7,143.00250,000.00) (the “Initial DepositDownpayment”), in the form of a ) to be delivered by wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” Holder (as hereinafter defined), Buyer shall deposit with ) to be held by the Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together accordance with the Initial Deposit terms and all conditions of this Agreement. The Downpayment shall be held in an interest accrued thereonbearing account or instrument, as approved by Purchaser, as an xxxxxxx money deposit toward the “Deposit”)Purchase Price. Purchaser will provide Escrow Holder with its Taxpayer Identification Number and such additional information and documents as may be required by Escrow Holder. The Escrow Holder shall deposit be subject to the Deposit in a non-commingled trust account following terms and conditions and no others: (a) The duties and obligations of the Escrow Holder shall be determined solely by the express provisions of this Agreement and no implied duties and obligations shall be read into this Agreement against the Escrow Holder. (b) The Escrow Holder shall be entitled to rely, and shall invest not be subject to any liability in acting in reliance, upon any joint writing furnished to the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed Escrow Holder by Buyer Purchaser and reasonably acceptable to Existing Owner Seller and interest thereon shall be credited entitled to Buyer’s account and deemed treat as genuine the document it purports to be part of be, including any such letter, paper or other document furnished to the Deposit. Escrow Holder in connection with this Agreement. (c) In the event of any disagreement between Purchaser and Seller resulting in adverse claims and demands being made in connection with or against the consummation of funds held in the purchase and sale of the Property as contemplated hereunderescrow created hereby, the Deposit Escrow Holder shall be paid refuse to Existing Owner comply with the claims and credited against demands of either party until such disagreement is finally resolved, either by Purchaser and Seller, as evidenced by a joint writing reflective thereof delivered to the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, Escrow Holder pursuant to subparagraph (b) above, or by a court of competent jurisdiction (in proceedings which the Escrow Holder or any other party may initiate, it being understood and agreed by Purchaser and Seller that the Escrow Holder has the authority (but no obligation) to initiate such proceedings). (d) Subject to the provisions of Section 11.13 below and Seller’s right to retain the Deposit as liquidated damages pursuant to Section 12 below, in the event of a termination of this Agreement by Buyer either Seller or Purchaser as permitted by the terms of this Agreement, the Escrow Holder is authorized and directed by Seller and Purchaser to deliver the Deposit (as hereinafter defined) to the party hereto entitled to same pursuant to the terms hereof no sooner than the fifth Business Day and no later than the tenth Business Day following receipt by the Escrow Holder and the non-terminating party of written notice of termination delivered in accordance with any Section 10 of this Agreement from the terminating party and receipt of evidence satisfactory to the Escrow Holder that the non-terminating party has in fact received written notice of such termination in accordance with Section 10 of this Agreement, unless the non-terminating party hereto notifies the Escrow Holder that it disputes the right of the other party to so terminate provided hereinreceive the Deposit. In such event, (c) the failure of any of Buyer’s Closing Conditions (as defined below) Escrow Holder shall either continue to occur or (d) any other reason other than a default by Buyer, then hold the Deposit or interplead the Deposit into a court of competent jurisdiction until such dispute is resolved, as more specifically provided in Section 2.1(c) above. All attorney’s fees and costs of the Escrow Holder reasonably incurred in connection with such dispute or interpleader shall be immediately and automatically paid over to Buyer without assessed against the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of party that is not awarded the Deposit” shall also be deemed , or if the Deposit is distributed in part to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)both parties then in inverse proportion to such distribution.

Deposit. (a) Within one three (13) business day following Business Days of the mutual execution and exchange date of this Agreement, Buyer the Purchaser shall deposit into Escrow (as defined below) the pay a cash amount of Seven Thousand One Hundred Forty Three and No/100 Thirty Million Dollars ($7,143.00USD 30,000,000) (as security for the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless Purchaser’s obligations under this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”)) to the Vendor. If an Escrow Holder shall deposit Agreement has been duly executed by the parties thereto and the Escrow Account has been opened prior to the date on which the Deposit is required to be paid, then the Purchaser may elect to instead pay such Deposit to the Escrow Agent and, in a non-commingled trust account and each case the Purchaser shall invest provide evidence to the Vendor of such payment once made. (b) To the extent that the Deposit has been actually paid to the Vendor or released from the Escrow Account to the Vendor, the Deposit will, upon Initial Transfer and, if applicable, any Deferred Transfer, be applied in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part satisfaction of the Deposit. In the event Purchaser’s obligation to pay or procure payment of the consummation of Adjusted Initial Transfer Amount as set forth in Clause 3.3 (Payment at Initial Transfer) and, if applicable, the purchase and sale of Adjusted Deferred Transfer Amount as set forth in Clause 3.4 (Payment at Deferred Transfer)). (c) To the Property as contemplated hereunderextent not previously applied in accordance with Clause 3.2(b), the Deposit shall be paid released from the Escrow Account: (i) to Existing Owner the Purchaser if the Initial Transfer fails to occur for any reason other than due to a default by the Purchaser of its obligations and credited against (ii) to the Purchase Price on Vendor if the Closing DateVendor terminates this Agreement due to a default by the Purchaser of its obligations. In The Deposit will otherwise be released from the event Escrow Account to the sale of Vendor. (d) If the Property Deposit is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer paid in accordance with Clause 3.2(a) pursuant to this Agreement or any right deposit under the Other Agreement is not paid when required under the Other Agreement, the Vendor may terminate this Agreement and the Other Agreement by written notice to the Purchaser. If the Vendor so terminate provided hereinnotifies the Purchaser each party’s further rights and obligations cease immediately on termination other than this Clause 3.2(d) and the Surviving Provisions. Following such termination the Purchaser will, on written demand, reimburse the Vendor and the Vendor Guarantor for the actual cost of their external advisors incurred in connection herewith up to an aggregate cap of One Million Five Hundred Thousand Dollars (cUSD 1,500,000). (e) Each of the failure of Vendor and the Purchaser shall instruct the Escrow Agent (including by executing and delivering any of Buyer’s Closing Conditions (as defined belownotices required under the Escrow Agreement) to occur or (d) any other reason other than a default by Buyer, then release all amounts standing to the Deposit shall be immediately credit of the Escrow Account at the times and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit person as and when required hereunder shall be for Seller to terminate this Agreement. All references set forth in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Clause 3.2.

Deposit. Within one (1) business day following Concurrently with the mutual execution and exchange of this Agreement, Agreement Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a has deposited by wire transfer payable to Chicago Title Insurance Company in same day funds with the Escrow Agent the sum of $45,000,000 (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior theretosuch sum, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued earned thereon, the “Deposit”). The Deposit will be held by the Escrow Holder Agent pursuant to the terms of this Section 3.2 and a mutually agreeable escrow agreement among Seller, Buyer and the Escrow Agent (the “Escrow Agreement”). If Closing occurs, the Parties shall deposit jointly instruct the Escrow Agent in writing pursuant to the terms of the Escrow Agreement to release the Deposit in a non-commingled trust account to Seller and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against applied toward the Purchase Price on Price. (a) If (i) all conditions precedent to the Closing Date. In obligations of Buyer set forth in Article VII (other than those actions or deliveries to occur at Closing) have been met or waived by Buyer, and (ii) the event the sale of the Property is transactions contemplated by this Agreement are not consummated because of of: (a) a Seller default, (bA) the termination failure of this Agreement by Buyer in accordance with to materially perform any right to so terminate provided hereinof its obligations hereunder, or (cB) the failure of any of Buyer’s Closing Conditions representations or warranties hereunder to be true and correct in all material respects as of the date of this Agreement and the Closing, then, in such event, Seller shall have the option to: (1) terminate this Agreement and have Range, on behalf of Seller, receive the Deposit as defined below) to occur liquidated damages, or (d2) seek the specific performance of Buyer. If the Seller elects to have Range receive the Deposit on behalf of Seller pursuant to this Section 3.2(a), the Parties shall jointly instruct the Escrow Agent in writing pursuant to the terms of the Escrow Agreement to release the Deposit to Range on behalf of Seller. (b) If this Agreement is terminated by the mutual written agreement of Buyer and Seller, or if the Closing does not occur for any other reason other than a default by Buyeras set forth in Section 3.2(a), then the Deposit Buyer shall be immediately and automatically paid over entitled to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return delivery of the Deposit” , free of any claims by, through or under Seller or any Affiliate thereof. Buyer and Seller shall also be deemed thereupon have the rights and obligations set forth in Section 14.2. If Buyer is entitled to include a return receive the Deposit pursuant to this Section 3.2(b), the Parties shall jointly instruct the Escrow Agent in writing pursuant to the terms of the “Deposit” under Escrow Agreement to release the “Other Property Purchase Agreements” (as defined herein)Deposit to Buyer.

Deposit. Within one (1) business day following the mutual Upon execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), is depositing in the form of a wire transfer payable to Chicago escrow established with Title Insurance Company (“Escrow Holder”). Unless for this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional transaction cash or other immediately available funds in the amount of One Hundred Thousand $50,000.00. Title Company shall invest all funds so deposited in an interest-bearing cash-management account reasonably acceptable to Buyer and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit Seller. The funds so deposited and all interest accrued thereon, thereon are referred to collectively as the “"Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. ." In the event that (a) the conditions precedent set forth in Section 3.1 above shall have been satisfied or waived, (b) Seller shall have performed fully or tendered performance of the consummation of the purchase its obligations hereunder and sale of the Property as contemplated (c) Buyer shall be unable or fail to perform its obligations hereunder, then the entire amount of the Deposit shall be paid to Existing Owner and retained by Seller. Buyer hereby certifies to the Title Company that Buyer's FEIN number is 00-0000000. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT SELLER'S DAMAGES IN THE EVENT OF SUCH A BREACH OF THIS AGREEMENT BY BUYER WOULD BE DIFFICULT OR IMPOSSIBLE TO ESTIMATE OR DETERMINE, THAT THE AMOUNT OF THE DEPOSIT IS THE PARTIES' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO CLOSE, AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. BUYER AND SELLER AGREE THAT SELLER'S RIGHT TO RETAIN THE DEPOSIT SHALL BE THE SOLE AND EXCLUSIVE REMEDY OF SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY BUYER. ACCEPTED AND AGREED TO: /s/ RAF /s/ TLS ------------- ------------ Seller Buyer In the event that this transaction is consummated as contemplated by this Agreement, then the entire amount of the Deposit shall be credited against the Purchase Price on Price. The entire amount of the Closing Date. In Deposit shall be returned immediately to Buyer in the event the sale of the Property is not consummated because of that (a) a Seller defaultthe conditions precedent set forth in Section 3.1 above shall have been satisfied or waived, (b) the termination Buyer shall have performed fully or tendered performance of this Agreement by Buyer in accordance with any right to so terminate provided herein, its obligations hereunder and (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit Seller shall be immediately and automatically paid over unable or fail to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate perform its obligations under this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one (1) business day following Concurrently with the mutual execution and exchange delivery of this AgreementAgreement by Buyer, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) deliver to First American Title Insurance Company (the “Initial DepositEscrow Agent”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds funds, to be held in escrow and delivered in accordance with this Agreement, a cash deposit in the amount of One Five Hundred Thousand and No/100 00/100 Dollars ($100,000500,000.00) (the “Additional Deposit”, and such deposit together with the Initial Deposit and all interest accrued earned thereon, hereinafter collectively referred to as the “Deposit”). The Deposit shall be non-refundable to Buyer except as provided in this Agreement, and shall be held and distributed as follows: 2.1.1 The Deposit shall be held by the Escrow Holder shall deposit Agent in a segregated interest bearing account at a financial institution approved in writing by Buyer; provided, however, that until such written approval and a signed IRS form W-9 is received by the Escrow Agent from Buyer, the Deposit in a non-commingled trust account and shall invest will not be placed into such interest bearing account. All interest earned on the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In Deposit and shall accrue to the event benefit of the consummation party receiving the same. 2.1.2 If the Closing takes place in accordance with the terms and conditions of the purchase and sale of the Property as contemplated hereunderthis Agreement, the Escrow Agent shall deliver and pay the Deposit to Seller on the Closing Date (as defined below), and the original principal amount thereof and all interest earned thereon shall be paid credited to Existing Owner and credited Buyer against the Purchase Price on due Seller in accordance with the terms and conditions of this Agreement. 2.1.3 If this Agreement is terminated by Buyer in accordance with the terms and conditions of this Agreement prior to the expiration of the Inspection Period (as defined below), then the Escrow Agent shall promptly deliver the Deposit to Buyer. 2.1.4 If this Agreement is terminated by Buyer in accordance with the terms and conditions of Section 7 of this Agreement, then the Escrow Agent shall deliver the Deposit to Buyer promptly in accordance with the provisions of this Agreement. 2.1.5 If the Closing Date. In the event the sale does not take place under this Agreement by reason of the Property is not consummated because failure of (a) either party to comply with its obligations hereunder, the Escrow Agent shall promptly deliver the Deposit to the party entitled thereto in accordance with the provisions of this Agreement. 2.1.6 Except for a Seller default, (b) the demand made by Buyer pursuant to a termination of this Agreement by Buyer prior to the expiration of the Inspection Period, upon receipt of a written demand from Seller or Buyer claiming the Deposit, the Escrow Agent shall promptly forward written notice of Escrow Agent’s receipt of such demand together with a copy thereof to the other party hereto. Unless such other party, within ten (10) days after actual receipt of such notice, notifies the Escrow Agent in accordance with any right to so terminate provided herein, (c) the failure writing of any of Buyer’s Closing Conditions (as defined below) objection to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return such requested delivery of the Deposit” , the Escrow Agent shall also deliver the Deposit to the party demanding the same and thereupon shall be deemed released and discharged from any further duty or obligation hereunder by all parties hereto. Notwithstanding anything to include a return the contrary contained herein, the Escrow Agent shall not deliver the Deposit pursuant to any such demand for the same unless and until the Escrow Agent has received confirmation that the party not making the demand for the Deposit has actually received notice of said demand and that the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)time for responding to said demand has passed.

Deposit. Within one (1) business day following the mutual execution and exchange of this Agreement, Buyer shall An xxxxxxx money deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 the Two Million Dollars ($100,0002,000,000) shall be paid by Purchaser on the entry of the Sale Procedures Order (as defined in Section 8.1) into an escrow account in accordance with a customary escrow agreement (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “DepositEscrow Agreement”). Escrow Holder The Deposit shall deposit be applied to the Purchase Price payable by Purchaser on the Closing Date. If this Agreement shall be terminated by any Party pursuant to Section 11.1, other than a termination pursuant to Section 11.1(f) as a result of any Breach of a representation, warranty or covenant by Purchaser, then the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited returned to Buyer’s account and deemed Purchaser. If this Agreement shall be terminated by Seller pursuant to be part Section 11.1(f) as a result of the Deposit. In the event a Breach of the consummation of the purchase and sale of the Property as contemplated hereundera representation, warranty or covenant by Purchaser, then the Deposit shall be paid to Existing Owner Seller. Notwithstanding any other provision to the contrary contained herein, the Deposit shall be the sole and credited exclusive remedy of Seller against Platinum and Purchaser under this Agreement.” 15. Seller’s Disclosure Schedules to the Asset Purchase Price Agreement are hereby amended to include the disclosures listed on Exhibit A attached hereto and incorporated herein, and the Closing Date. In the event the sale sections of the Property Asset Purchase Agreement referenced in such Exhibit A are hereby deemed to be qualified by reference to such disclosures to the extent that such qualification does not already exist in such section. 16. Purchaser and Platinum hereby waive any Breach of any representation, warranty or covenant of any other Party to the Asset Purchase Agreement that either Purchaser or Platinum is aware of as of the date hereof or that may exist as a result of the disclosures contained in this Amendment. Both Purchaser and Platinum acknowledge and confirm that as of the date hereof they are not consummated because aware of (a) a the occurrence of any Material Adverse Effect with respect to Seller defaultsince the date of the Asset Purchase Agreement, (b) the termination existence of this Agreement any Order by Buyer in accordance with any right to so terminate provided hereinGovernmental Authority, or any other fact or circumstance, which would prohibit or render illegal the transactions contemplated by the Asset Purchase Agreement, (c) any material permit or authorization that must be obtained and has not been already obtained from, or any other action that must be taken and has not already been taken by, any Governmental Authority having jurisdiction over the failure parties and the actions proposed to be taken pursuant to the Asset Purchase Agreement (other than the entry of any of Buyer’s Closing Conditions (as defined below) to occur the Sale Order by the Bankruptcy Court), or (d) the existence of any other reason other than a default by Buyerpending litigation or pending proceeding that could reasonably be expected to have the effect of enjoining or preventing the consummation, then or altering the Deposit shall be immediately and automatically paid over to Buyer without terms, or any of the need transactions provided for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement or that could reasonably be expected to have a “return Material Adverse Effect on Seller, the Assets, the Assumed Liabilities or the business to be conducted with the Assets by Purchaser other than the instant proceedings in the Bankruptcy Court. 17. Seller, Parent, Canada Sub and IMG hereby waive any Breach of any representation, warranty or covenant of any other Party to the Asset Purchase Agreement that any of Seller, Parent, Canada Sub or IMG is aware of as of the Deposit” date hereof or that may exist as a result of the disclosures contained in this Amendment. Each of Seller, Parent, Canada Sub and IMG acknowledge and confirm that as of the date hereof they are not aware of (a) the occurrence of any material adverse effect with respect to Platinum since May 31, 2004, (b) the existence of any Order by any Governmental Authority, or any other fact or circumstance, which would prohibit or render illegal the transactions contemplated by the Asset Purchase Agreement, (c) any material permit or authorization that must be obtained and has not been already obtained from, or any other action that must be taken and has not already been taken by, any Governmental Authority having jurisdiction over the parties and the actions proposed to be taken pursuant to the Asset Purchase Agreement (other than the entry of the Sale Order by the Bankruptcy Court), or (d) the existence of any pending litigation or pending proceeding that could reasonably be expected to have the effect of enjoining or preventing the consummation, or altering the terms, or any of the transactions provided for in this Agreement or that could reasonably be expected to have a Material Adverse Effect on Platinum, other than the instant proceedings in the Bankruptcy Court. 18. From the Effective Time, Platinum and Purchaser hereby agree to provide Sellers, its professionals, the official committee of unsecured creditors, and its professionals with reasonable access, during regular business hours, to the Sellers’ business records to pursue and/or defend estate claims, provided that Platinum and/or Purchaser are reimbursed for their reasonable expenses in connection therewith. 19. Except as explicitly set forth in this Amendment, the Parties hereby reaffirm the Asset Purchase Agreement in its entirety. 20. The validity of this Amendment, the construction of its terms and the interpretation and enforcement of the rights and duties of the Parties of this Amendment will be exclusively governed by and construed in accordance with the internal laws of the State of New York as applied to agreements entered into solely between residents of and to be performed entirely in the State of New York, without reference to that body of law relating to conflicts of law or choice of law. 21. This Amendment may be executed in counterparts, each of which will be an original as regards any Party whose name appears thereon and all of which together will constitute one and the same instrument. This Amendment will become binding when one or more counterparts hereof, individually or taken together, bear the signatures of all the Parties reflected hereon as signatories. 22. Parent and Seller agree that if Platinum or Purchaser considers or is advised that further actions, deeds, assignments or assurances, as such are identified on a schedule provided by the Platinum or Purchaser at Closing, are reasonably necessary or desirable to sell, convey, assign, transfer and deliver the Assets to the Purchaser, free and clear of all Encumbrances other than the Permitted Encumbrances, Parent and Seller shall also take all reasonable actions, execute and deliver all such proper deeds, assignments and assurances and do all other things reasonably necessary to vest, perfect or confirm title to such Assets or rights in Purchaser and take all such other lawful and reasonably necessary action to carry out the purposes of Asset Purchase Agreement, including without limitation Sellers using their commercially reasonable efforts (which shall not require Seller to expend any funds) to assist the Parent, Purchaser and Reviewers in completing the review required by Section 10.13 of the Asset Purchase Agreement. 23. The Parties understand and agree that the amendments to the Asset Purchase Agreement made by this Amendment are with the understanding that the Closing will occur by 11:59 p.m. EST on November 5, 2004 and upon such Closing shall be deemed effective as of 12:01 a.m. EST on November 5, 2004. To the extent that the Closing does not occur effectively as of such time, the Parties agree to include a return negotiate in good faith to amend this Amendment and the Asset Purchase Agreement in consideration of the “Deposit” under actual date of the “Other Property Purchase Agreements” (as defined herein)Closing.

Deposit. Within one (1) business day following Unless modified by addenda, the mutual total security deposit at the time of execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), Lease Contract for all residents in the form apartment is $ . The security deposit may not be applied by Lessees as rent. This deposit is refundable, at the time of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration termination of the “Due Diligence Period” (as hereinafter defined)lease, Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in less any claims made by the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of Lessor upon such deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event Lessee leaves the premises in an unclean or damaged condition at the termination of the consummation lease necessitating cleaning or repairs by the Lessor, additional charges will apply. Security deposit is held in a separate non-interest bearing account at TD Bank, Address: 000 XX 00xx Xx., Xxxxxxxxxxx, Xx 00000. The security deposit will be held in a separate bank account. Lessor is holding a security in a separate non-interest-bearing account for benefit of the purchase and sale lease. This means that the security deposit held in this account cannot be commingled with other funds of the Property as contemplated hereunderLessor or used in any way by the Lessor until such monies are due to the Lessor. The name and address of the depository holding the deposit is TD Bank, 000 XX 00xx Xx., Xxxxxxxxxxx, Xx 00000. Lessor will have 15 days after termination of this lease in which to return the Deposit shall be paid security deposit to Existing Owner and credited against the Purchase Price Lessees, unless Lessor intends to impose a claim on the Closing Date. In the event the sale of the Property is not consummated because of security deposit as provided by law. (a) Upon the vacating of the premises for termination of the lease, if the Lessor does not intend to impose a Seller defaultclaim on the security deposit, the Lessor shall have 15 days to return the security deposit together with interest if otherwise required, or the Lessor shall have 30 days to give the Lessee written notice by certified mail to the Lessee's last known mailing address of his or her intention to impose a claim on the deposit and the reason for imposing the claim. The notice shall contain a statement in substantially the following form: $ upon your security deposit, due to _ . It is sent to you as required by s. 83.49(3), Florida Statutes. You are hereby notified that you must object in writing to this deduction from your security deposit within 15 days from the time you receive this notice or Camelot Apartments will be authorized to deduct our claim from your security deposit. Your objection must be sent to 0000 XX 0xx Xxxxxx Xxxxxxxxxxx, Xx 00000.” If the Lessor fails to give the required notice within the 30-day period, he or she forfeits the right to impose a claim upon the security deposit (b) Unless the termination Lessee objects to the imposition of this Agreement by Buyer in accordance with any right the Lessor's claim or the amount thereof within 15 days after receipt of the Lessor's notice of intention to so terminate provided hereinimpose a claim, the Lessor may then deduct the amount of his or her claim and shall remit the balance of the deposit to the Lessee within 30 days after the date of the notice of intention to impose a claim for damages. (c) If either party institutes an action in a court of competent jurisdiction to adjudicate the failure of any of Buyer’s Closing Conditions (as defined below) party's right to occur the security deposit, the prevailing party is entitled to receive his or (d) any other reason other than her court costs plus a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need reasonable fee for any further action by either Party heretohis or her attorney. The sole remedy for a failure by Buyer to make court shall advance the Initial Deposit or cause on the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)calendar.

Deposit. Within one Two (12) business day Business Days following the mutual execution and exchange of this Agreementdate hereof, Buyer shall deposit into with Title Company, as escrow agent (in such capacity, "Escrow (as defined below) the amount of Agent"), Seven Hundred Fifty Thousand One Hundred Forty Three and No/100 no/100 Dollars ($7,143.00750,000.00) (such cash deposit, together with all accrued interest thereon, shall be referred to as the “"Initial Deposit”)") in immediately available funds by wire to such account as Escrow Agent shall designate to Buyer. If this Agreement is not terminated pursuant to Sections 7. l(a) and/or 8.2, then Buyer shall deposit with the Escrow Agent on the first ( l51 Business Day following the expiration of the Due Diligence Period an additional Seven Hundred Fifty Thousand and no/I 00 Dollars ($750,000.00) (such cash deposit, together with all accrued interest thereon, shall be referred to as the " Additiona l Deposit") in the form of a cashier's check or wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other in immediately available funds funds. If such Additional Deposit is not timely deposited, the same shall constitute a material default hereunder and Seller may terminate this Agreement, but only after one (1) Business Day following written notice from either the Escrow Agent or Seller to Buyer (e-mail to suffice) of such failure, in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with which event the Initial Deposit Deposit, and all interest accrued thereon, shall be immediately delivered to Seller as liquidated damages in accordance with Section 7.1(c), and the “Deposit”obligations of the parties hereunder shall terminate (and no party hereto shall have any further obligation in connection herewith except under those provisions that expressly survive a termination of this Agreement). Escrow Holder The Initial Deposit and, if delivered, the Additional Deposit(s) (as defined below), together with all accrued interest thereon, shall deposit be referred to collectively herein as the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed "Deposit". Upon delivery by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderEscrow Agent, the Deposit will be deposited by Escrow Agent in an interest-bearing account acceptable to Buyer and Seller and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Deposit so invested by Escrow Agent shall be paid to Existing Owner and credited against the Purchase Price on party to whom the Deposit is paid, except that if the Closing Date. In the event the sale of the Property is not consummated because of (a) occurs, Buyer shall receive a Seller default, (b) the termination of this Agreement by Buyer credit for such interest in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party heretosubsection 2.2(a). The sole remedy for a failure by Buyer Deposit will be held in escrow, and applied to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller HIS York South Hotel closing, to terminate secure Buyer's performance under this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one (1) 5 business day days following the mutual execution and exchange of this AgreementAgreement by Buyer and Seller, Buyer shall deliver to Title Company, for deposit into Escrow (as defined below) such escrow, the amount sum of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) 50,000.00 (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after On or before the expiration of the “Due Diligence Inspection Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder deliver to Title Company the additional cash or other immediately available funds in the amount sum of One Hundred Thousand and No/100 Dollars ($100,000) 150,000.00 (the “Additional Deposit”), and which, together with the Initial Deposit and all Deposit, shall be referred to in this Agreement as the “Deposit”. In the event that this transaction is consummated as contemplated by this Agreement, then the entire amount of the Deposit, together with any interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on Price. The entire amount of the Closing Date. In Deposit, together with any interest accrued thereon, shall be returned immediately to Buyer in the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions the conditions precedent set forth in Section 3.1(a) above or in the event that (as defined belowa) to occur the conditions precedent set forth in Section 2.4 or 3.1(b) shall have been satisfied or waived, (db) any other reason other than a default by Buyer, then the Deposit Buyer shall have performed fully or tendered performance of its obligations hereunder and (c) Seller shall be immediately and automatically paid over unable or fail to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate perform its obligations, under this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).IN ALL OTHER EVENTS, THE ENTIRE AMOUNT OF THE DEPOSIT, PLUS ACCRUED INTEREST, SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT SELLER’S DAMAGES IN THE EVENT OF SUCH A BREACH OF THIS AGREEMENT BY BUYER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT PLUS ACCRUED INTEREST IS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO CLOSE, AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. BUYER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT PLUS ACCRUED INTEREST SHALL BE THE SOLE REMEDY OF SELLER AT LAW IN THE EVENT OF SUCH A BREACH OF THIS AGREEMENT BY BUYER. THE FOREGOING, HOWEVER, IS A LIQUIDATED MEASURE OF DAMAGES FOR THE SPECIFIED BREACH ONLY, AND SHALL NOT LIMIT BUYER’S LIABILITY UNDER SECTIONS 2.3, 4.5 OR 7.9 OF THIS AGREEMENT. Seller Buyer

Deposit. Within one (1) business day following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no No later than three (3) business days after the Agreement Date, Purchaser shall deposit with Cxxxxxxx Title & Escrow, L.L.C. (with the address set forth in Section 14.3); attention: S. Mxxxxx Xxxxxxxx (“Escrow Holder”) in cash or other immediately available funds the sum of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) (the “Initial Deposit”). Not later than the expiration of the “Due Diligence Period” Period (as hereinafter defined), Buyer if Purchaser provides Seller with the Notice to Proceed described in Section 5.3, Purchaser shall deposit with Escrow Holder additional in cash or other immediately available funds in the amount an additional deposit of One Five Hundred Thousand and No/100 00/100 Dollars ($100,000500,000.00) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Second Deposit”). Escrow Holder shall deposit place the Initial Deposit in (and the Second Deposit, if made) into a non-commingled trust account and shall invest the Deposit in an insured, segregated interest bearing money market accountsaccount, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and all interest thereon shall be credited to Buyer’s account and deemed to be part accrue for the benefit of the Purchaser. For purposes of this Agreement, “Deposit” means the Initial Deposit and, if and when paid, the Second Deposit. In Notwithstanding anything to the event contrary in this Agreement, the Initial Deposit shall be refundable to Purchaser for any reason prior to the expiration of the consummation Due Diligence Period; provided, however, that after the expiration of the purchase and sale of the Property as contemplated hereunderDue Diligence Period, the Deposit shall only be paid refundable to Existing Owner and credited against the Purchase Price on the Closing Date. In Purchaser in the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (cx) the failure of any of BuyerPurchaser’s Conditions Precedent to Closing Conditions set forth in Section 8, (as defined belowy) to occur or (d) any other reason other than a default by BuyerSeller or AR Owner hereunder, then the Deposit shall be immediately and automatically paid over to Buyer without the need for or (z) in connection with any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate other express provision of this Agreement. All references in this Agreement to a “return interest earned on the Deposit shall not become part of the Deposit” Deposit but rather shall also be deemed paid to include a return of the “Deposit” under the “Other Property Purchase Agreements” (Purchaser as defined herein)it directs.

Deposit. Within one 4.1 The Purchaser shall, within ten (110) business day following Business Days after the mutual execution and exchange date of this Agreement, Buyer shall deposit into Escrow transfer an amount equal to ten per cent (as defined below10%) of the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) Consideration (the “Initial Deposit”)) in U.S. Dollars to the Seller’s Bank Account. 4.2 Within thirty (30) Business Days after the date of this Agreement, the Purchaser shall immediately transfer an amount equal to 100% of the Consideration (the “Deposit”) in U.S. Dollars to the Escrow Account. The Purchaser shall transfer any additional amount, if any, equal to the excess of the Adjusted Consideration over the Consideration, and the Seller shall transfer, from the Escrow Account to the extent of any balance therein, the excess of the Consideration over the Adjusted Consideration, within two (2) Business Days upon the adjustment pursuant to Clause 3.2. Upon the funding in full of the Deposit, the Seller shall release the amount in the Initial Deposit to an account designated in writing by the Purchaser prior to such funding, in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, any event no later than three (3) business days Business Days after such funding. 4.3 Any interest that may accrue on the credit balance of the Escrow Account shall be credited to the Escrow Account. The liability to Taxation, if any, on any interest on any amount in the Escrow Account shall be borne by the Purchaser. 4.4 Neither the Seller nor the Purchaser shall instruct the Escrow Agent to release any amount from the Escrow Account otherwise than in accordance with this Clause 4 and/or the Escrow Agreement. 4.5 Within three (3) Business Days of the Seller receiving in full the Initial Payment or the relevant monthly installment referred to in Clause 3.4(b)(made in accordance with the Payment Schedule),the Seller and the Purchaser shall jointly instruct the Escrow Agent to release to the Purchaser the U.S. Dollar equivalent of such monthly installment or Initial Payment from the Escrow Account in accordance with the Escrow Agreement. In the event the Seller fails to provide the joint instruction as set forth above within the foregoing three (3) Business Days, the Purchaser shall be entitled to unilaterally provide such written instruction to the Escrow Agent, and the Seller shall have three (3) Business Days after notice from the Escrow Agent of such instruction from the Purchaser to object to such payment. 4.6 In the event that the Purchaser fails to pay in full on the due date any amount according to Clause 3.4, the Purchaser shall have a grace period of two (2) Business Days (the “DepositGrace Period”) to pay to the Seller the portion that has not been paid. Upon the expiration of the “Due Diligence Deposit Grace Period” (as hereinafter defined), Buyer shall deposit with if the Purchaser fails to pay in full pursuant to Clause 3.4, the Seller may instruct the Escrow Holder additional cash or other immediately available funds Agent in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”writing, and together in accordance with the Initial Deposit Escrow Agreement, to release from escrow and all interest accrued thereonpay to the Seller the portion of such amount that has not been paid, in full or in part, by the “Deposit”). Escrow Holder shall deposit the Deposit Purchaser as described in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Depositthis Clause 4.6. In the event of any other default pursuant to Clause 19.4, the consummation Seller shall retain the Initial Deposit, if not previously released pursuant to Clause 4.2, free from any Encumbrance, and may instruct the Escrow Agent in writing, in accordance with the Escrow Agreement, to release from escrow and pay to the Seller all remaining balance of the purchase and sale Escrow Account (plus accrued interest). 4.7 The parties agree that, after the payment of the Property as contemplated hereunderFinal Installment (and only in the event that all of the Adjusted Consideration and any other obligations under the Transaction Documents have been paid to the Seller by the Purchaser), any remaining amount in the Escrow Account shall be returned to the Purchaser and the Escrow Account will be closed. 4.8 For the avoidance of doubt nothing in this Clause 4 shall obligate the Seller to pay any money to the Purchaser or into the Escrow Account. Without limiting the remedies available to the Seller, the Seller hereby agrees that the maximum aggregate amount that it may receive from the Escrow Account shall be an amount equal to the Deposit (plus any interest accrued). 4.9 If this Agreement is terminated in accordance with Clauses 20.1(a), 20.1(c), 20.1(f) and 20.1(g), the Initial Deposit, if not previously released pursuant to Clause 4.2, and the amount still held in escrow in the Escrow Account (plus accrued interest) at the date of such termination shall be returned to the Purchaser free from any Encumbrance upon joint instruction by the Purchaser and the Seller. 4.10 If this Agreement is terminated in accordance with Clause 20.1(b), the Seller shall have the right to retain the Initial Deposit, if not previously released pursuant to Clause 4.2, or an amount equal to 10% of the Adjusted Consideration (plus accrued interest) of the Deposit shall be paid released to Existing Owner the Seller free from any Encumbrance upon joint instruction by the Seller and credited against the Purchase Price on Purchaser, and any remaining amount still held in escrow in the Closing Date. In Escrow Account (plus accrued interest) at the event date of such termination shall be returned to the sale of Purchaser free from any Encumbrance upon joint instruction by the Property is not consummated because of (a) a Seller default, (b) and the termination of Purchaser. 4.11 If this Agreement by Buyer is terminated in accordance with any Clauses 20.1(d) and 20.1(e), the Seller shall have the right to so terminate provided hereinretain the Initial Deposit, if not previously released pursuant to Clause 4.2, free from any Encumbrance, and any amount still held in escrow in the Escrow Account (cplus accrued interest) at the failure date of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit such termination shall be immediately and automatically paid over returned to Buyer without the need for Seller free from any further action Encumbrance upon instruction by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or Seller. 4.12 For the Additional Deposit as and when required hereunder avoidance of doubt, nothing in Clause 4 herein shall be for limit the ability of the Seller to terminate this Agreement. All references in this Agreement recover from the Purchaser any amount due to a “return of the Deposit” shall also be deemed Seller pursuant to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Transaction Documents.