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. 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. 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 (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 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 (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 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 (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 (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 (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 (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 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 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 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 (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 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 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 (1) business day following On the mutual execution and exchange of this Agreementdate hereof, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars nine million one-hundred fifty thousand dollars ($7,143.009,150,000) (the “Initial Deposit”) with Deutsche Bank National Trust Company (the “Escrow Agent”) pursuant to an escrow agreement in substantially the form attached hereto as Exhibit D (the “Deposit Escrow Agreement”) executed and delivered by Parent, Buyer and the Escrow Agent on the Effective Date; provided, further that for each two-month period by which the Outside Date is extended by Parent or Buyer pursuant to Section 5.1(b)(ii), in Buyer shall, subject to Section 5.1(b)(iii), deposit an additional nine million one-hundred fifty thousand dollars ($9,150,000) (each, an “Extension Deposit”) with the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated Agent pursuant to the provisions hereof prior thereto, no later than Deposit Escrow Agreement promptly and in any event within three (3) business days after of such extension. Upon the expiration of Closing, 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 Extension Deposit, plus the 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 against the Purchase Price and the parties shall instruct the Escrow Agent to Buyer’s account promptly release and deemed pay the Deposit and any Extension Deposit, plus the interest accrued thereon to be part Parent (or its designee) pursuant to the terms of the Deposit Escrow Agreement. Upon the termination of this Agreement, the parties shall instruct the Escrow Agent to promptly release and pay the Deposit and any Extension Deposit, plus the interest accrued thereon to Buyer or Parent, as applicable, pursuant to Section 11.2(c) hereof and the terms of the Deposit Escrow Agreement. In the event of any inconsistency between the consummation 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 hereinthe contrary, (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 which written agreement acknowledges 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 expressly amends 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)Section 3.2.

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 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 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 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 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 (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 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 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 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 (except as provided by Clause 3.4), or by cheque which is not honoured on presentation, will be an act of default by the Buyer. 3.4 Where the Buyer pays all or part of the Deposit monies via an electronic funds transfer, the Buyer will not be in default of Clause 3.3 where the Buyer provides to the Seller, not later than midnight on the date for payment specified in Item 8, written evidence of such electronic funds transfer and the monies are credited to the Deposit Holder's account not later than midnight on the date which is 2 Business Days after the date for payment as specified in Item 8. 3.5 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. 3.6 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. 3.7 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. 3.8 Investment of the Deposit: (as defined belowNote: see section 17 of the Agents Financial Administration Act 2014) Where the Deposit Holder 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 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 Clauses 3.6 and 3.7; (6) all costs in relation to so terminate provided herein, this investment will be borne by the party referred to in Clause 3.8(4); and (c7) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than Deposit Holder, being a default by Buyerlicensed Agent, then 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 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 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 (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 (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 of the “Due Diligence Period” (as hereinafter defined)Execution Date, 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 or in the event Seller defaults hereunder. 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, 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 Seller and Purchaser shall each pay one-half 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. 2.3.1 The Deposit shall be payable as follows: Within one two (12) business day following Business Days after 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”)Deposit in Escrow, 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 Deposittransfer. In the event Buyer does not deposit the Initial Deposit in Escrow within such two (2) Business Day period, this Agreement shall be deemed terminated. 2.3.2 If Buyer shall have delivered the DD Waiver Notice on or prior to the Benchmark Date and the Maryland Law Vote is obtained prior to the date which is on or before five (5) days after the Benchmark Date, or, if later, the date to which the Seller Stockholder Meeting has been postponed or adjourned pursuant to the terms hereof, Seller shall notify Buyer in writing that the Maryland Law Vote has been obtained and Buyer shall within two (2) Business Days of such written notice, deposit the Additional Deposit in Escrow, in the form of a wire transfer. Notwithstanding anything to the contrary provided for herein, Buyer shall have the right in its sole and absolute discretion to terminate this Agreement and receive a return of the consummation Deposit at any time, for any or no reason, on or prior to the Benchmark Date. 2.3.3 The Deposit shall be held by Escrow Holder and applied towards the Purchase Price at the Closing or otherwise applied in accordance with the terms of this Agreement. In the event Escrow fails to close solely because of a default by Buyer under this Agreement, provided that Seller is not in default under this Agreement and all conditions in Section 3.3 to Buyer’s obligation to close under this Agreement that can be met as of the purchase date of such default and sale of other than those conditions that by their terms are to be satisfied at the Property as contemplated hereunderClosing are otherwise satisfied, the Deposit shall be paid retained by Seller as Liquidated Damages in accordance with Section 11.1. The Deposit made by Buyer shall be returned to Existing Owner and credited against Buyer if Buyer is not, at the Purchase Price on time of termination of this Agreement, in default of its obligation to consummate the Closing Date. In and as a result of Seller’s failure to perform its obligations hereunder, or the event failure of any condition to Buyer’s obligation to close under this Agreement to be satisfied not due to any action of Buyer, the sale of the Property is Closing does not consummated because of (a) a Seller defaultoccur, (b) the or any termination of this Agreement pursuant to Section 2.3.2, 3.3.11, 4.1, 7 or 10 (other than pursuant to Section 10.1(c)(i)). 2.3.4 Buyer shall deposit into Escrow an amount (the “Cash Balance”), in immediately available federal funds equal to the Purchase Price minus the Deposit and minus the Debt and Other Obligations and which amount shall be decreased by Buyer in accordance with any right to so terminate provided herein, (c) the failure amount of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by credits due Buyer, then and increased by the Deposit shall be immediately and automatically paid over amount of any items chargeable 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 Buyer, under Section 3.10 in this Agreement. All references Buyer shall deposit or cause to be deposited the Cash Balance into Escrow in this Agreement to a “return the form of immediately available federal funds no later than one (1) Business Day before the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Closing Date.

Deposit. Within one (1) business day following Business Day of the mutual Effective Date, Purchaser shall deliver to Escrow Agent (i) a wire transfer or check in the sum of One Hundred Dollars ($100.00) payable to the order of Seller representing the independent consideration for Seller’s execution and exchange of this Agreement, Buyer Agreement (which check or the proceeds of which wire transfer shall deposit into thereafter be delivered by Escrow Agent to Seller and shall not be a part of the Deposit) and (as defined belowii) a wire transfer or cashier’s or certified check in the amount sum of Seven Thousand One Hundred Forty Three Six Million and No/100 Dollars ($7,143.006,000,000.00) (the “Initial Deposit”)such amount, 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 plus all interest 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 earnings that may accrue thereon, the “Deposit”), which shall be non-refundable to Purchaser except as otherwise expressly provided herein. Escrow Holder shall If Purchaser fails to timely deposit the Deposit in a non-commingled trust account with Escrow Agent, Seller shall be entitled, as Seller’s sole and shall invest exclusive remedy, to terminate this Agreement by written notice to Purchaser at any time before the Deposit is delivered to Escrow Agent, 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 which event neither party 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 have any obligations hereunder, the except those which expressly survive a termination of this Agreement. The Deposit shall be paid invested by Escrow Agent in a commercial bank or banks acceptable to Existing Owner Purchaser at money market rates, or in such other investments as shall be approved in writing by Purchaser. The Deposit shall be held and credited disbursed by Escrow Agent in strict accordance with the terms and provisions of this Agreement. 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 the mutual On execution and exchange of this Agreement, Buyer shall deposit with Escrow Holder (the "Escrow") a cash deposit (the "Initial Deposit") of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) of which the sum of TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00) ("First Refundable Deposit") shall immediately become non-refundable, unless there is any material breach, default, fraud or misrepresentation on Seller's part. For purposes of this Section 2.3, "material" shall mean "resulting in damages, loss, or costs in excess of $250,000.00. Said First Refundable Deposit shall also be refundable in the event that Landlord (identified in Section 1.9 herein) prior to Closing, fails to enter into Escrow a Lease Assignment (identified in Section 2.9(c) herein) on terms reasonably acceptable to Seller and Buyer or fails to enter into a Fourth Amendment to the Premises Lease with Buyer on terms reasonably acceptable to Buyer ("Landlord Fails to Consent"). All interest earned on the Deposit (as defined below) shall be paid to the amount recipient of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “underlying principal when the Deposit Funds are disbursed to Buyer or Seller. Upon receipt of the Initial Deposit”), the Escrow Holder shall immediately place the Initial Deposit in the form of a wire transfer payable to Chicago Title Insurance Company an interest-bearing account. Within five (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (35) business days after of Xxxxx's receipt of the Due Diligence Items (defined at Section 2.3(b) below), Buyer shall deliver into Escrow an additional cash deposit (the "Additional Deposit") of SEVEN HUNDRED THOUSAND DOLLARS ($700,000.00), of which the sum of TWO HUNDRED FIFTY THOUSAND DOLLARS shall be non-refundable ("Second Non-Refundable Deposit"), unless there is any material breach, default fraud or misrepresentation on Seller's part or Landlord Fails to Consent, and the Escrow Holder shall immediately place the Additional Deposit into an interest-bearing account. The Initial Deposit and the Additional Deposit are referred to collectively as the "Deposit". In the event that this Agreement is terminated because Landlord Fails to Consent on or before Closing or, prior to the expiration of the “Due Diligence Period” Approval Deadline (as hereinafter defined)defined below) for any reason other than Seller's material breach, Buyer default, fraud or misrepresentation, Seller shall deposit with Escrow Holder additional cash or other immediately available funds in retain the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial First Non- Refundable Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit Second Non-Refundable Deposit and 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 remainder of the Deposit, if any shall be returned to Buyer. Upon expiration of the Approval Deadline, the Deposit shall become irrevocable and non- refundable to Buyer except and only in the event of Seller's material breach, default, fraud or misrepresentation or if Landlord Fails to Consent prior to Closing. In the event Buyer is entitled to the return of any portion of the consummation Deposit under the terms of this Agreement, such portion of the purchase Deposit shall be promptly returned to Buyer (and sale of Seller shall instruct Escrow Holder to so return the Property as contemplated hereunderDeposit to the extent required by Escrow Holder). The Deposit shall be disbursed by Escrow Holder to Seller through Escrow at Closing (and Buyer shall instruct Escrow Holder to so disburse the Deposit to the extent such instruction is required by Escrow Holder). Should the Closing occur, the Deposit shall be paid applied 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)Price.

Deposit. Within one two (12) business day following Business Days (hereafter defined) after the mutual execution and exchange Effective Date, Purchaser shall pay the sum of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven One Thousand One Hundred Forty Three and No/100 Dollars ($7,143.001,000) (the “Initial Deposit”), in the form of a ) by wire transfer payable of immediately available funds to Chicago Title Insurance Company (“the Escrow Holder”)Agent. Unless this Agreement shall have has previously been terminated pursuant to Section 3(d), on or before the provisions hereof prior thereto, no later than three sixtieth (360th) business days day after the expiration of Effective Date (or, if the sixtieth (60th) day after the Effective Date is not a Business Day, on or before the first Business Day thereafter) (the “Due Diligence Period” (as hereinafter definedTermination Date”), Buyer the Purchaser shall deposit with pay to the Escrow Holder additional cash or other Agent, by wire transfer of immediately available funds funds, an additional deposit in the amount of One Nine Hundred Thousand Nine Hundred and No/100 Ninety-nine Dollars ($100,000999,000) to be held by the Escrow Agent as an additional good faith deposit under this Agreement (the “Additional Deposit”). If Purchaser does not pay the Additional Deposit to the Escrow Agent on or before the Due Diligence Termination Date, with time being of the essence, this Agreement shall automatically terminate on the Due Diligence Termination Date, the Escrow Agent shall promptly pay the Initial Deposit to Purchaser and together with neither party shall have any further liability or obligation to the other party under this Agreement, except for the Purchaser’s Surviving Obligations. As used in this Agreement, the term “Deposit” means the Initial Deposit and all interest accrued thereon, the “Additional Deposit”). The Escrow Holder shall deposit the Deposit in a non-commingled trust account and Agent shall invest the Deposit in an insured, one or more federally-insured interest-bearing accounts as Purchaser may direct and all 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, except as otherwise expressly provided in this Agreement. In The Escrow Agent shall pay the event Deposit to Seller on the Closing Date in accordance with Section 11(a) or shall pay the Deposit to Seller or Purchaser in accordance with the other provisions of this Agreement. After the consummation of the purchase and sale of the Property as contemplated hereunderDue Diligence Termination Date, the entire Deposit shall be paid non-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 (a) a Seller default, (b) the termination of this Agreement by Buyer Purchaser except as otherwise expressly provided 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 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. The Escrow Agent shall serve as the Title Company and Escrow Agent 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 three (13) business day following days after the mutual execution Effective Date, Purchaser shall deliver to First American Title Insurance Company (the “Escrow Agent”), as escrow agent, the sum of Fifty Thousand 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 00/100 Dollars ($7,143.0050,000.00) (the “Initial Deposit”), which shall be held in escrow by the form Escrow Agent in accordance with the terms of a wire transfer payable to Chicago Title Insurance Company this Agreement. The Initial Deposit, together with any Additional Deposit (as hereinafter defined) and the Due Diligence Extension Deposit, if any (as hereinafter defined) shall constitute the “Deposit”, which shall be held in escrow by the Escrow Holder”)Agent in accordance with the terms of this Agreement. Unless The Deposit shall be deposited by the Escrow Agent in non-interest bearing deposit account. If Purchaser does not terminate this Agreement shall have been terminated pursuant prior to the provisions hereof prior theretoend of the Due Diligence Period, no later than within three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined)thereafter, Buyer Purchaser shall deposit with Escrow Holder the additional cash or other immediately available funds in the amount sum of One Hundred Fifty Thousand and No/100 00/100 Dollars ($100,00050,000.00) by wire transfer to the Escrow Agent (the “Additional Deposit”). The parties hereto expressly agree that if the parties give the Escrow Agent contradictory instructions, the Escrow Agent shall have the right at its election to file an action in interpleader requiring the parties to answer and together litigate their several claims and rights among themselves and the Escrow Agent is authorized to deposit with the Initial Deposit clerk of the court all documents and all interest accrued thereonfunds held pursuant to this Agreement. If such action is filed, the “Deposit”). parties agree to pay the Escrow Holder shall deposit Agent’s cancellation charges and costs, expenses and reasonable attorneys’ fees which the Deposit Escrow Agent is required to expend or incur in a non-commingled trust account and shall invest the Deposit in an insuredinterpleader action, 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 the amount thereof to be part fixed and judgment therefor to be rendered by the court. Upon the filing of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereundersuch an action, the Deposit Escrow Agent shall thereupon be paid fully released and discharged from all obligations to Existing Owner and credited against further perform any duties or obligations otherwise imposed by 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 terms 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 instructions given to 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)Escrow Agent hereunder.

Deposit. Within one three (13) business day following days of the mutual execution by Buyer and exchange Seller of an original or an originally executed counterpart of this Agreement, and as a condition to the effectiveness 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) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial DepositImmediately Available Funds”), 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 Except in the event of the consummation of the purchase and sale of or Seller’s default caused by its failure to convey the Property as contemplated hereunderin accordance with this Agreement, or damage to the Property due to casualty sufficient to entitle Buyer to terminate n accordance with Paragraph 17, below, the Deposit shall be paid deemed earned by Seller upon such deposit, as compensation for its time and expenses in preparing for and negotiating this transaction. and providing Buyer with a limited period of exclusive negotiation and time to Existing Owner complete the purchase of the Property. Accordingly, Escrow Holder shall immediately distribute the Deposit to Seller, without need for further instructions. Following such distribution, Escrow Holder shall not be concerned with the Deposit except to debit and credited against credit the Purchase Price on parties appropriately at the Closing Datetime of the Closing. When it is earned, the Deposit, shall be nonrefundable to Buyer at all times. In the event the sale of the Property is not consummated because of (a) a Seller defaultthat Buyer has elected to proceed with this transaction, (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 applicable to the Purchase Price upon the Close of Escrow. In the event Buyer elects, or is deemed to have elected, to proceed with the Escrow, but then fails to Close the Escrow for any reason other than Seller’s default, the Deposit shall constitute “Liquidated Damages” as provided in and automatically paid over subject to the provisions of subparagraph 24.2, below. At any time following the third (3rd) day after Seller has deposited a signed counterpart of this Agreement into Escrow, if Buyer has likewise not deposited a signed counterpart of this Agreement and the Deposit into Escrow, Seller shall have the right, in its sale and absolute discretion, to withdraw its documents from Escrow and no contract shall have been formed. Neither Seller’s execution of this Agreement, nor its delivery of same to Escrow Holder shall be deemed to be an offer to Buyer without to deal on 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 terms set forth herein, and when required hereunder no contract shall be for formed unless and until both parties have deposit duly executed and unconditionally delivered originals or original counterparts of this Agreement into Escrow. In the event that Buyer has not made the Deposit in a timely manner, Seller shall have the right to terminate this Agreement. All references in this Agreement by given written notice of its election to a “return of the Deposit” shall also be deemed do so to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Buyer and Escrow Holder.

Deposit. Within one (1) business day following the mutual execution and exchange of this Agreement, Buyer Purchaser shall deposit into Escrow (as defined below) or cause to be deposited the amount sum of Seven Twenty Five Thousand One Hundred Forty Three and No/100 Dollars dollars ($7,143.0025,000) (to the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company Xxxx X. Xxxxxx COLTAF Trust Account (“Escrow HolderAccount”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto) on or before February 2, no later than three 2012, (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 The Deposit shall deposit become non-refundable ten days after the signing of this Agreement and shall immediately thereafter be held for the benefit of the Sellers, and subject to transfer at the instruction of the Sellers. It is understood that Vault America is in compliance with all SEC and with 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 Vault America and that there have been no significant changes in Vault America and no changes in issued stock as of the date of this Agreement. The Deposit shall be fully refundable for a period of ten business days from the signing of this Agreement for any reason or no reason (the “Due Diligence Period.”) After the Due Diligence Period, the Deposit in a will be non-commingled trust account and shall invest refundable unless 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 Sellers fail to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed fulfill all things to be part 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, discovers something of significance that was not previously revealed in the SEC Filings or otherwise that changes the structure and intent of this Agreement and the transaction, that the Sellers cannot correct, the Purchaser may cancel this Agreement and request a 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 two (12) business day following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow Business Days (as defined belowhereinafter defined) 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” Out Date (as hereinafter defined), Buyer Purchaser shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of cause One Hundred Fifty Thousand and No/100 No/100ths U.S. Dollars ($100,000150,000.00) (the “Additional Deposit”, and together "Downpayment") to be delivered by wire transfer to Escrow Holder (as hereinafter defined) to be held by the Escrow Holder in 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 reasonably 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 reasonable attorney's fees and costs of the Escrow Holder 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 both parties then in the inverse proportion of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)such distribution.

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 (1) business day following the mutual execution and exchange of this Agreement, 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 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 cause One Hundred Thousand and No/100 00/100 Dollars ($100,000) to be delivered by wire transfer to Escrow Holder (as hereinafter defined) simultaneously with the “Additional Deposit”receipt by Purchaser of a fully executed copy of this Agreement, and together shall cause an additional One Hundred Thousand and 00/100 Dollars ($100,000) to be delivered by wire transfer to Escrow Holder on the Out Date (as hereinafter defined) unless Purchaser shall elect, pursuant to Section 3.5 below, on or before the Out Date, not to proceed with the Initial Deposit purchase of the Property, and such amounts (collectively with all interest accrued thereon, the “Deposit”), shall be held by the Escrow Holder in accordance with the terms and conditions of this Agreement. The Deposit shall be held in an interest bearing account or instrument, as approved by Purchaser, as an xxxxxxx money deposit and, except as otherwise set forth herein, shall be applied toward the Purchase Price at Closing. 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: (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 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 to deliver the Deposit to the party hereto entitled to same pursuant to the terms hereof no later than the third 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, 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 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 both parties then in the inverse proportion of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)such distribution.

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 (1a) business day following Upon the mutual execution and exchange delivery of this Agreement by each of the parties hereto, Buyer shall pay to Seller $9,000,000 in cash, to be deposited by Seller into an interest bearing bank account (the “Transaction Account”) maintained by Seller with a commercial bank in the United States of America selected by Seller. Such amount, together with any earnings thereon while in such account shall be maintained in cash or cash equivalents and shall be referred to herein as the “Deposit.” The Deposit shall be maintained in the Transaction Account at all times prior to disbursement from such account to Buyer or retention of the Deposit by Seller in accordance with the provisions of this Agreement. (b) If the Closing occurs on or prior to December 31, 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”)2006, 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, then the Deposit shall be paid to Existing Owner retained by Seller free of any restriction, and credited against the Purchase Price on the Closing Date. In Cash Consideration shall be reduced by the event the sale amount 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, Deposit. (c) If the failure Closing does not occur on or prior to December 31, 2006, and as of any such date, all of Buyer’s Closing the Deposit Forfeiture Conditions (as defined below) to occur or (d) any other reason other than a default by Buyershall have been satisfied, then the Deposit shall be immediately retained by Seller, as liquidated damages, and automatically paid over to Buyer in such event, Seller, without the need for any further action act or consent by either Party heretoBuyer, shall be free to disburse the Deposit from the Transaction Account to one of Seller’s other accounts, this Agreement shall terminate (except that Section 1.4 and Section 9.7 and ARTICLE 11 shall survive such termination), and neither party shall have any further liability to the other party in connection with this Agreement or the transactions contemplated by this Agreement. The sole remedy for parties hereto acknowledge that the potential damages that would be incurred by Seller upon a failure by Buyer to make consummate Buyer’s acquisition of the Initial Transferred Assets by such date as contemplated by this Agreement, despite the satisfaction of the Deposit Forfeiture Conditions, are impossible to calculate, predict or estimate with any meaningful degree of accuracy, and further acknowledge and agree that such payment of the Additional Deposit to Seller as liquidated damages is not intended, and when required hereunder shall not be construed, as a penalty and that such liquidated damages have been freely negotiated. As used herein, “Deposit Forfeiture Conditions” means, collectively, the following: (i) Seller shall have produced Adjusted EBITDA for the fiscal year ended October 31, 2006 of not less than $46,000,000. For purposes of this Agreement, “Adjusted EBITDA” shall be calculated as required pursuant to Section 5.13. (ii) Buyer shall have determined to its reasonable satisfaction based on information from the original manufacturers or a process mutually acceptable to Seller and Buyer that the sum of (i) the replacement cost (brand new) for Seller those Transferred Assets constituting Seller’s rental equipment inventory and repair parts and supplies inventory and (ii) the fair market value based on current appraisals of the other Transferred Assets, is at least $200,000,000. (iii) The Federal Trade Commission and the Department of Justice shall have approved the transaction under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), or any applicable waiting periods thereunder shall have expired or been terminated, in any case, without any requirement for any party to terminate effect any divestiture. (iv) After the date of this Agreement, there shall not have occurred a Fundamental Adverse Change. All references For the purposes of this Agreement, “Fundamental Adverse Change” means the occurrence of (i) the cancellation of customer orders which orders are for amounts that in this Agreement the aggregate would exceed 20% of Seller’s total revenue for the fiscal year ended October 31, 2006 or (ii) loss or damage (without the reasonable possibility of replacement or repair to a “return brand new standards within 45 days of the Deposit” shall also be deemed to include a return occurrence of the “Deposit” under loss or damage) of one or more items of Equipment that in the “Other Property Purchase Agreements” aggregate constitute at least 20% of the replacement cost (as defined herein)brand new) of all the Equipment.

Deposit. Within one Purchaser shall make available to ASARCO funds in the aggregate amount of $125,000,000.00 (1the “Deposit”) business day following as follows: (a) Prior to the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow Purchaser posted a letter of credit (the “First L/C”) attached as defined below) Exhibit O-1 hereto issued in favor of ASARCO by ABN AMRO Bank N.V., Chicago in the amount of Seven Thousand One Hundred Forty Three $50,000,000.00. After the entry of the Sterlite Agreed Order by the Bankruptcy Court, Purchaser may amend the First L/C solely to add the following to Annex A of the First L/C: “Funds under the Letter of Credit are payable in accordance with the terms set forth in Section 4.2 of that certain Settlement and No/100 Dollars Purchase and Sale Agreement, dated as of February ___, 2009, among, inter alia, the Beneficiary and the Account Party.” Purchaser, with the prior written consent of Sellers ($7,143.00which consent shall not be unreasonably withheld), shall have the right to exchange the First L/C for a replacement letter of credit issued by a Qualified Bank in substantially the same form as the First L/C and on terms and conditions reasonably satisfactory to Sellers. (b) Simultaneously with the execution of this Agreement, Purchaser has posted a second letter of credit (the “Initial DepositSecond L/C”) attached as Exhibit O-2 hereto issued in favor of ASARCO by ABN AMRO Bank N.V., Chicago in the amount of $50,000,000.00. Purchaser, with the prior written consent of Sellers (which consent shall not be unreasonably withheld), shall have the right to exchange the Second L/C for a replacement letter of credit issued by a Qualified Bank in substantially the same form as the Second L/C and on terms and conditions reasonably satisfactory to Sellers. (c) As promptly as practicable following (but not later than 5:00 p.m., Dallas, Texas time, on the third Business Day following) the Disclosure Statement Approval Date, Purchaser will post a third letter of credit (the “Third L/C”) in the form of Exhibit O-3 hereto issued in favor of ASARCO by a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement Qualified Bank in the amount of $25,000,000.00 and ASARCO shall have been terminated pursuant received such originally executed Third L/C enforceable against the issuer thereof. The First L/C, the Second L/C and the Third L/C are collectively referred to herein as the provisions hereof prior thereto“Letters of Credit.” (d) Subject to Section 4.2(h), no later than three (3) business days after in anticipation of Closing and upon the expiration agreement of the “Due Diligence Period” parties, ASARCO shall draw on the Letters of Credit. All cash received by ASARCO (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other in immediately available funds in an account designated by ASARCO) prior to or on 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 Closing Date pursuant to such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon draw shall be credited to Buyer’s account against the Closing Payment at Closing and deemed to be part retained by Sellers as a component of the DepositPurchase Price. Alternatively, at least three Business Days prior to the Closing Date, Purchaser may deliver a written notice to ASARCO instructing ASARCO that it shall deliver the full amount of the Closing Payment to ASARCO pursuant to Section 5.3(a) at Closing. In the event such case, at Closing, upon receipt of the consummation Closing Payment pursuant to Section 5.3(a), ASARCO shall deliver to Purchaser each of the purchase Letters of Credit for return to the issuer thereof for cancellation (or any cash drawn and sale received pursuant to Section 4.2(h)). (e) Immediately following the termination of the Property as contemplated hereunderthis Agreement due to a material breach by Purchaser or Guarantor of any of their respective representations, warranties or covenants or other agreements hereunder (a “Purchaser Breach”), Sellers shall (i) be entitled to receive from Purchaser and retain the Deposit and (ii) be entitled to draw upon all Letters of Credit at anytime thereafter to obtain the Deposit and the receipt by Sellers of immediately available funds in an account designated by ASARCO in an amount equal to the Deposit pursuant to such draw (or any draw pursuant to Section 4.2(h)) shall satisfy Purchaser’s payment obligation in clause (i); provided, that only $100,000,000.00 shall be paid to Existing Owner and credited against may be drawn by Sellers if such termination occurs prior to the Purchase Price Disclosure Statement Approval Date. (f) Immediately following the termination of this Agreement for any reason other than (i) a Purchaser Breach or (ii) by Purchaser pursuant to Section 13.1(j) upon the occurrence of a Manipulative Breach, Sellers shall (x) be entitled to receive from Purchaser and retain $50,000,000.00, (y) be entitled to draw upon any outstanding Letter of Credit at anytime thereafter to obtain such funds and the receipt by Sellers of immediately available funds in an account designated by ASARCO in an amount equal to $50,000,000.00 pursuant to such draw (or any draws pursuant to Section 4.2(h)) shall satisfy Purchaser’s payment obligation in clause (x)) and (z) as promptly as practicable, and in any event within 10 Business Days, return the Second L/C and (if posted) the Third L/C to the issuer thereof for cancellation (or any cash drawn (and received) pursuant to Section 4.2(h) in excess of $50,000,000.00; provided, that if (and only if) a Release Condition occurs following the termination of this Agreement, as promptly as practicable, and in any event within 10 Business Days, following the occurrence of such Release Condition, ASARCO shall either (1) return the First L/C to the issuer thereof for cancellation or (2) if Sellers have already drawn on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller defaultFirst L/C, including pursuant to Section 4.2(h), (band received $50,000,000.00 in respect of such draw), Sellers shall deliver the amount of $50,000,000.00 to Purchaser and such payment shall be made by wire transfer of immediately available funds to an account designated by Purchaser. (g) As promptly as practicable, and in any event within 10 Business Days, following the termination of this Agreement by Buyer Purchaser pursuant to Section 13.1(j) due to a Manipulative Breach, ASARCO shall return the Letters of Credit to the issuer thereof for cancellation (or any cash drawn and received pursuant to Section 4.2(h)). (h) At all times the remaining period until the stated expiry of each Letter of Credit shall be at least 30 days. From time to time, Purchaser shall cause the Letters of Credit to be amended to extend the expiry dates thereunder (without any other modifications thereto) in accordance order to comply with the immediately preceding sentence. If at any time the remaining period until the stated expiry of any Letter of Credit is less than 30 days, ASARCO shall be entitled to draw upon such Letter of Credit at anytime thereafter; provided, however, that if the parties mutually agree that the Closing is reasonably likely to occur during such 30 day period, then ASARCO shall not draw upon such Letter of Credit until the remaining period until the stated expiry of such Letter of Credit is 20 days or less and all cash received by ASARCO (in immediately available funds in an account designated by ASARCO) prior to or on the Closing Date pursuant to such draw shall be credited against the Closing Payment at Closing and retained by Sellers as a component of the Purchase Price; provided, further, that, notwithstanding anything to the contrary contained herein, any cash drawn and received pursuant to this Section 4.2(h) that is to be returned to Purchaser pursuant to any other provision of this Section 4.2 shall be returned to Purchaser immediately. (i) Notwithstanding anything to the contrary contained herein, except pursuant to Section 4.2(d), any draw upon any of the Letters of Credit shall be approved by the Bankruptcy Court as an act outside the ordinary course of business under 11 U.S.C. § 363(b)(1). For clarification, Sellers’ right to so terminate provided herein, (c) the failure draw upon a Letter of any of Buyer’s Closing Conditions (as defined below) to occur or (d) Credit is not conditioned upon any other reason other than a default finding by Buyerthe Bankruptcy Court; provided, then the Deposit however, that such Bankruptcy Court approval shall not be immediately and automatically paid over to Buyer without the need required for any further action by either Party hereto. The sole remedy for a failure by Buyer draw upon the First L/C prior 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 entry of the Deposit” shall also be deemed to include a return of Sterlite Agreed Order by the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Bankruptcy Court.

Deposit. Within one two (12) business day Business Days following the mutual execution Effective Date (time being of the essence) and exchange of as a condition precedent to this AgreementAgreement becoming a binding agreement between the parties, Buyer shall Purchaser will deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ONE MILLION TWO HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($7,143.001,250,000.00) (the “Initial Escrow Amount”) with Chicago Title Insurance Company, having an office at 000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxx, Email: xxxx.xxxxxxx@xxx.xxx (in such capacity, “Escrow Agent”) by wire transfer of immediately available federal funds and will provide Escrow Agent with a fully completed form W-9 which provides Purchaser’s tax identification number. ONE MILLION TWO HUNDRED FORTY-NINE THOUSAND NINE HUNDRED AND 00/100 DOLLARS ($1,249,900.00) of the Initial Escrow Amount will serve as and be Purchaser’s xxxxxxx money deposit hereunder (the “Initial Deposit”), in and the form remaining portion of a wire transfer payable to Chicago Title Insurance Company the Initial Escrow Amount will serve as and be further consideration for this Agreement (the “Escrow HolderIndependent Consideration”). Unless If Purchaser fails to deposit the Initial Escrow Amount within the time period provided for in this Section 3.1, Seller may, in its sole discretion, at any time prior to Escrow Agent’s receipt of both the Deposit and the Independent Consideration, terminate this Agreement, in which event this Agreement shall be terminated and thereafter any portion of the Initial Escrow Amount (less the Independent Consideration) deposited with Escrow Agent, if any, shall be returned to Purchaser and neither party shall have been terminated pursuant any further rights or obligations to the provisions hereof prior theretoother hereunder, no later than three except as otherwise set forth in this Agreement. If Purchaser does not deliver a Notice of Termination (3as hereinafter defined) business days to Seller in accordance with Section 6.4, then within two (2) Business Days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer Purchaser shall deposit an additional ONE MILLION TWO HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($1,250,000.00) with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) Agent (the “Additional Deposit”, and ) by wire transfer of immediately available federal funds. The Initial Deposit together with the Initial Deposit and all Additional Deposit, together with any interest accrued thereon, are herein collectively called 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 The Deposit shall be paid to Existing Owner and credited against non-refundable at 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, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided except as otherwise expressly set forth 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 the mutual execution and exchange of this Agreement, Buyer shall deposit into deliver to Escrow (as defined below) Agent, by wire transfer of immediately available funds in accordance with wire transfer instructions to be furnished by Escrow Agent to Buyer, the amount sum of Seven Hundred Fifty Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00750,000.00) (the “Initial Deposit”)) upon execution of this Agreement, 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 theretoit being understood, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), acknowledged and agreed by Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One and Seller that Two Hundred Thousand and No/100 Dollars ($100,000200,000.00) of the Deposit shall be non-refundable under any circumstances other than in the event of a Default hereunder by Seller (with any such Default by Seller being governed by the provisions of Section 16) (said $200,000.00 being referred to herein as the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Hard Deposit”). The Deposit shall be held by Escrow Holder shall deposit the Deposit Agent in a non-commingled trust segregated Premium Commercial Money Market Deposit account and shall invest the Deposit in an insuredat JPMorgan Chase Bank, 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 N.A. under Buyer’s account and deemed to be part of taxpayer identification number bearing interest at the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderrate determined by JPMorgan Chase Bank, N. A. All interest or other investment earnings on the Deposit shall be paid to Existing Owner included in and credited against the Purchase Price on the Closing Date. In the event the sale be deemed a part of the Property is not consummated because of Deposit for all purposes hereunder. The Deposit shall be non-refundable to Buyer under all circumstances except (ai) a Seller default, (b) upon the termination of this Agreement by Buyer prior to the termination of the Inspection Period as provided in Section 7 hereof, or (ii) upon the termination of this Agreement by Buyer pursuant to the terms hereof and solely by reason or as a result of (x) the Default of Seller, (y) Seller’s election not to cure or any other failure to cure any Title Objections (including any Required Cure Items) pursuant to Section 9(b) hereof, or (z) the exercise of Buyer’s right to terminate this Agreement pursuant to Section 11(d) or 11(e) hereof (each of the foregoing events described in this clause (ii) being referred to herein as a “Buyer Termination Event”). Upon written notice of the occurrence of any Buyer Termination Event, Escrow Agent shall, within three (3) Business Days following receipt of such notice, return the Deposit less the Hard Deposit to Buyer, whereupon this Agreement shall automatically terminate and none of the Parties shall have any further obligation to the others, except for those obligations which are expressly stated to survive the termination of this Agreement; provided, however, that if Buyer is entitled to a return of any portion of the Deposit pursuant to the terms of this Agreement (including, without limitation, pursuant to this Section 3 or Sections 9(b), 11(d), 11(e), 16 or 31 hereof) and Seller has notified Escrow Agent and Buyer that Seller asserts a claim that Buyer or Buyer’s Representatives have caused physical damage to the Property or any of the other Assets in breach of Buyer’s obligations under this Agreement, Escrow Agent shall retain a portion of the Deposit equal to the amount of such claim until such claim has been resolved by settlement or by court order. The Deposit shall be paid to Seller at Closing by wire transfer of immediately available funds in accordance with any right wire transfer instructions to so terminate be provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) by Seller to occur or (d) any other reason other than a default by Buyer, then the Deposit Escrow Agent and shall be immediately credited against and automatically paid over to Buyer without shall reduce the need for any further action by either Party hereto. The sole remedy for a failure balance of the Purchase Price due and payable 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)at Closing.

Deposit. Within No later than one (1) business day following after the mutual execution and exchange of this AgreementEffective Date, Buyer shall deposit into Escrow deliver to First American Title Insurance Company (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial DepositTitle Company”), at its offices at 0 Xxxxxxxxx Xxxx XX, Xxxxx 0000, Xxxxxxx, XX 00000, Attention: Xxxxxxx Xxxxxx; Email: xxxxxxx@xxxxxxx.xxx, in its capacity as escrow agent (“Escrow Agent”), an initial xxxxxxx money 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 immediately available funds in the amount of Two Hundred Thousand and No/100 Dollars ($200,000.00) (such cash deposit, together with all accrued interest thereon, shall be referred to as the “Initial Deposit”). If this Agreement is not terminated pursuant to Section 3.1.7, the Buyer shall deposit with the Escrow Agent on the first (1st) business day following expiration of the Due Diligence Period an additional One Hundred Thousand and No/100 Dollars ($100,000100,000.00) (such cash deposit, together with all accrued interest thereon, shall be referred to as the “Additional Deposit”) in the form of a cashier’s check or wire transfer in immediately available funds. If such Additional Deposit is not timely deposited, the same shall constitute a material default hereunder and together with Seller may terminate this Agreement, in which event the Initial Deposit Deposit, and all interest accrued thereon, shall be immediately delivered to Seller as liquidated damages in accordance with Section 10.2, and the 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). The Initial Deposit and, if delivered, the Additional Deposit, together with all accrued interest thereon, are collectively herein called the “Deposit.” The Deposit shall be nonrefundable to Buyer except as otherwise herein expressly provided. The Deposit, and all portions thereof, shall be held in escrow and invested by Escrow Agent in accordance with the terms of a separate escrow agreement in the form of Exhibit B attached hereto and dated as of the date hereof by and among Buyer, Seller and Escrow Agent (the “Deposit Escrow Agreement”). Escrow Holder shall deposit Upon 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 hereunderProperty, the Deposit shall be paid delivered to Existing Owner Seller and credited against applied as a credit towards 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 the mutual execution and exchange of this AgreementAs Buyer may instruct from time to time in its sole discretion, 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 shall hold the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all Buyer Change Order Deposits, Leasing Commission Deposits and, to the extent paid by Buyer (and not a Tenant), all Tenant Improvement Deposits, plus all interest accrued thereonthereon (collectively, but exclusive of the Deposit, the “DepositDevelopment Deposits”). Escrow Holder shall deposit the Deposit ) in escrow in either a non-commingled trust account and shall invest the Deposit in an insured, interest bearing account or in insured money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer interest-bearing accounts. The Deposit and reasonably acceptable to Existing Owner and interest thereon all Development Deposits shall be credited held by Escrow Holder until the earlier to Buyer’s account and deemed to be part occur of (i) the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderClosing Date, at which time 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 and all Development Deposits shall be returned to either Buyer or Seller as more specifically set forth in this Agreement, or (a) a Seller default, (bii) the termination of this Agreement by Buyer in accordance with any right date on which Escrow Holder is authorized 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 disburse 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 all Development Deposits as and when required hereunder shall be for Seller to terminate set forth in this Agreement. All references in this Agreement to a “return The tax identification numbers of the Deposit” parties shall also be deemed furnished to include Escrow Holder upon request. If either party hereto makes a return written demand upon Escrow Holder for delivery of the “Deposit” under Deposit or any Development Deposit to such party, Escrow Holder shall give written notice to the “Other other party of such demand. If Escrow Holder does not receive a written objection from the other party to the proposed payment on or before the 5th Business Day after the giving of such notice, Escrow Holder is hereby authorized to deliver the Deposit and all Development Deposits to the demanding party. If Escrow Holder does receive such written objection within such 5 Business Day period, Escrow Holder shall continue to hold the Deposit and all Development Deposits until otherwise directed by written instructions from the parties or a final judgment or arbitrators’ decision. However, Escrow Holder shall have the right at any time to deliver the Deposit and all Development Deposits with the clerk of a state court in the state in which the Real Property Purchase Agreements” (as defined herein)is located. Escrow Holder shall give written notice of such delivery to Seller and Buyer. Upon such delivery, Escrow Holder shall be relieved and discharged of all further obligations and responsibilities hereunder.

Deposit. Within one (1) business day following Contemporaneously with 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 Buyer, Seller and No/100 Dollars ($7,143.00) Xxxxx Fargo Bank N.A. (the “Initial DepositEscrow Agent”) have entered into an escrow agreement (the “Escrow Agreement”), in and Buyer has deposited into the form of a wire transfer payable to Chicago Title Insurance Company (“escrow account contemplated by the 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 DepositEscrow Account”, and together with ) an amount equal to ten percent (10%) of the Initial Deposit and all interest accrued thereon, Base Purchase Price (such amount being herein called the “Deposit”). The Deposit shall bear interest at the rate established by the 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 DepositAgent. In the event of the consummation of transaction contemplated hereby is consummated in accordance with the purchase and sale of terms hereof, the Property as contemplated hereunderDeposit, plus the earned interest, shall be applied to the Purchase Price to be paid by Buyer at the Closing. In the event this Agreement is terminated by Buyer or Seller in accordance with Section 8.3, the Deposit shall be paid to Existing Owner and credited Buyer or Seller as provided therein. If the Deposit is paid to Buyer, or if Buyer receives credit for same against the Purchase Price on paid at Closing, such payment, or credit, shall be in the Closing Date. In the event the sale amount of the Property is not consummated because Deposit plus the amount of (a) a Seller defaultsuch earned interest. For federal income tax purposes, (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 interest earned on 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 reported by Buyer to make or Seller in the Initial Deposit or manner set forth in 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)THE PARTIES HEREBY ACKNOWLEDGE THAT THE EXTENT OF DAMAGES TO SELLER OCCASIONED BY THE FAILURE OF THIS TRANSACTION TO BE CONSUMMATED WOULD BE IMPOSSIBLE OR EXTREMELY DIFFICULT TO ASCERTAIN AND THAT THE AMOUNT OF THE DEPOSIT IS A FAIR AND REASONABLE ESTIMATE OF SUCH DAMAGES UNDER THE CIRCUMSTANCES AND DOES NOT CONSTITUTE A PENALTY.

Deposit. Within one (1) business day following the mutual execution and exchange All cash funds held in escrow shall be placed in an interest-bearing account at Bank of this AgreementAmerica, 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”)N.A., 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 theretoTampa, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined)Florida, 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 earned thereon shall be credited to Buyer’s account and deemed to be a part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderAt Closing, the Deposit shall be paid to Existing Owner Seller and credited against shall be applied to the Purchase Price on Price. The Deposit shall constitute the Closing Datexxxxxxx money securing Buyer's performance of this Agreement and shall be non-refundable upon expiration of the Inspection Period, unless Buyer earlier terminates this Agreement during the Inspection Period or is otherwise entitled to a return of the Deposit pursuant to the terms of this Agreement. Seller and Buyer acknowledge and are aware that the Federal Deposit Insurance Corporation ("FDIC") insurance coverage for deposited funds applies only to a maximum amount for each individual depositor. Seller and Buyer further acknowledge and agree that Escrow Agent assumes no responsibility or liability whatsoever for, nor will they hold Escrow Agent responsible or liable for, any loss which arises from the fact that the amount of the Deposit Funds in the special-interest bearing escrow account established by Escrow Agent will exceed $100,000.00 and that such excess amount in the account will not be insured by the FDIC. In lieu of the Deposit being paid in cash, Buyer may deliver to Escrow Agent an irrevocable, unconditional letter of credit in order to secure Buyer's performance under this Agreement (the "LETTER OF CREDIT"). The Letter of Credit shall: (i) be issued by a financial institution acceptable to Seller, (ii) include an automatic pay provision in favor of Escrow Agent upon presentation of the Letter of Credit (which presentation need not be in person but may be delivered to the issuer by mail or other means of non-personal delivery from Escrow Agent), (iii) be for an initial term extending at least through January 31, 2005, and (iv) be in a form and substance acceptable to Seller. In the event Buyer fails to extend and/or replace the Letter of Credit at least thirty (30) days prior to the expiration thereof, Buyer shall be deemed in default of this Agreement and shall not have the benefit of any grace or curative periods that may otherwise be afforded hereunder. At the end of the Inspection Period, provided that Buyer has not otherwise terminated this Agreement within the Inspection Period pursuant to the provisions of paragraph 8, the Deposit shall be non-refundable to Buyer except as may be otherwise expressly provided to the contrary by the terms of this Agreement, and Escrow Agent shall continue to hold the Deposit until Closing, at which time the Deposit shall be applied to the Purchase Price. In the event the sale of the Property is Closing does not consummated because of (a) a Seller defaultoccur, (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 held and automatically paid over distributed in accordance with the terms of this Agreement. In the event Buyer and Seller are in agreement that Seller is entitled to the Deposit, Buyer shall first have a period of five (5) days in which to deliver the cash-equivalent to Seller, and Escrow Agent, upon being notified by Seller that it has received the cash-equivalent Deposit, shall return the Letter of Credit to Buyer. Otherwise, in the event there is a dispute as to who is entitled to the Deposit and/or in the event the Letter of Credit has not been renewed or replaced at least thirty (30) days prior to its expiration with a renewal replacement Letter of Credit (or appropriate endorsement acceptable to Seller), Escrow Agent, upon written demand by Seller and with simultaneous written notice to Buyer, shall present the Letter of Credit for payment in which event the Deposit shall revert to a cash Deposit and the same shall be held by Escrow Agent pursuant to me terms and conditions of this Agreement Furthermore, in the event Escrow Agent places the Deposit with the appropriate court pursuant to the provisions to Section 35 hereof, the Letter of Credit shall be presented for payment without the need for any further action by direction or approval of either Party hereto. The sole remedy for a failure by Seller or Buyer to make in which event 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 revert to a “return of the cash 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 following “Business Days” (as hereinafter defined) after the mutual execution date this Agreement is executed by Seller and exchange of this AgreementPurchaser, Buyer Purchaser shall deposit with Old Republic Title Company (in its capacity as escrow agent, “Escrowee”), by wire transfer of immediately available federal funds to an account designated by Escrowee (the “Escrow Account”), the Initial Deposit, which Initial; Deposit shall be held by Escrowee pursuant to the escrow agreement (the “Escrow Agreement”) set forth in Section 10.23. If Purchaser shall fail to deposit the Initial Deposit with Escrowee within two (2) Business Days after the date this Agreement shall be executed and delivered by Seller and Purchaser, at Seller’s election by written notice delivered at any time before the Initial Deposit is actually deposited into the Escrow Account by Purchaser, this Agreement shall be null, void ab initio and of no force or effect. In the event Purchaser elects to proceed with the transaction and delivers an “Approval Notice” (as defined below) on or before the amount expiration of Seven Thousand One Hundred Forty Three and No/100 Dollars the Due Diligence Period in accordance with the provisions of Section 4.2.3 below, within one ($7,143.001) Business Day following the expiration of the Due Diligence Period Purchaser shall deposit with Escrowee the Additional Deposit. The Initial Deposit shall become nonrefundable upon delivery of the Approval Notice (except to the “Initial Deposit”extent specifically set forth in this Agreement), and the Additional Deposit shall become nonrefundable upon deposit with Escrowee (except to the extent specifically set forth in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”this Agreement). Unless this Agreement If Purchaser delivers an Approval Notice and shall have been terminated pursuant fail to deposit the provisions hereof prior thereto, no later than three Additional Deposit with Escrowee within one (31) business days Business Day after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with then, at Seller’s election by written notice delivered at any time before the Additional Deposit is actually deposited into the Escrow Holder additional cash or other immediately available funds in Account by Purchaser, then Seller may retain 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 thereonthis Agreement shall terminate (and no party hereto shall have any further obligations in connection herewith except for those obligations and liabilities which, pursuant to the terms of this Agreement, expressly survive such termination [collectively, the “DepositSurviving Obligations”]). 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 Purchaser elects to extend the Scheduled Closing Date pursuant to Section 5 below, Purchaser shall deposit with Escrowee the Extension Deposit within one (1) Business Day after delivery 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 Extension Notice (a) a Seller default, (b) the termination of this Agreement by Buyer defined 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 hereinSection 5).

Deposit. Within one (1a) business day following In the mutual event of a Non-Auction Plan Sale, upon (i) the execution and exchange of this Agreement, (ii) execution of an agreement among the Company, the Prepetition Lenders, the Committee (subject to the Committee’s fiduciary duties) and X.X. Childs to support, and use commercially reasonable efforts to pursue, confirmation of a plan of reorganization incorporating the terms of this Agreement applicable to the Non-Auction Plan Sale, and (iii) the filing of such plan of reorganization and the accompanying disclosure statement consistent with the terms of this Agreement and reasonably acceptable to Buyer, Buyer shall make an xxxxxxx money deposit into Escrow (as defined belowthe “First Deposit”) in the amount of Seven Five Hundred Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00500,000) into a segregated account designated by Sellers (the “Segregated Account”), which account and the contents thereof, including interest earned, shall not constitute property of Sellers’ bankruptcy estates under Section 541 of the Bankruptcy Code. Buyer will deposit an additional five hundred thousand dollars ($500,000) (the “Initial Second 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 thereonFirst Deposit, the “Deposit”). Escrow Holder shall deposit ) into the Deposit in a non-commingled trust account and shall invest the Deposit in Segregated Account upon entry of 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 order of the Deposit. Bankruptcy Court approving the disclosure statement relating to such plan and the delivery of binding agreements to vote in favor of and otherwise to support such plan signed by X.X. Childs, the Prepetition Lenders, and the majority of the members of the Committee having voted in favor of the plan of reorganization. (b) In the event of an Auction Sale pursuant to the consummation terms hereof, if Buyer is approved by the Bankruptcy Court as the initial bidder in connection with such Auction Sale, or in the event that the approved bid procedures allow for such designation absent specific Bankruptcy Court approval and Buyer is so designated, Buyer shall make the First Deposit into the Segregated Account. Buyer shall make the Second Deposit into the Segregated Account following (i) the delivery of a binding agreement to pursue and support confirmation of a plan of reorganization or approval of the purchase Sale Motion consistent with the terms hereof, as applicable, signed by Xxxxxxx, X.X. Childs, the Prepetition Lenders, and the Committee (subject to the Committee’s fiduciary obligations), (ii) the filing of such plan of reorganization or Sale Motion and (iii) in the event of a sale pursuant to a plan of reorganization, the majority of the Property as contemplated hereundermembers of the Committee having voted in favor of such plan of reorganization. (c) In the event of either a Non-Auction Plan Sale or an Auction Sale, the Deposit shall be paid applied to Existing Owner and credited against the Purchase Price Cash Consideration payable by Buyer on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller defaultIf this Agreement shall be terminated by any party hereto pursuant to either Section 10.9(a)(i), (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided hereinii), (ciii), (v) or (vi) hereof, then Sellers shall return the Deposit to Buyer. If the Closing shall not have occurred on or before the Drop-Dead Date, by reason of the failure of any of Buyer’s Closing Conditions (as defined below) condition precedent under Section 8.2 hereof resulting primarily from Buyer materially breaching any representation, warranty or covenant contained in this Agreement or if this Agreement shall be terminated by Sellers pursuant to occur or (d) any other reason other than a default by BuyerSection 10.9(a)(iv), then Sellers shall retain the Deposit. Such retained Deposit shall be immediately deemed to be liquidated damages, 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 exclusive remedy of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Sellers against Buyer and Real Mex hereunder.

Deposit. Within one (1a) business day following Each Party has delivered a $120,000.00 exxxxxx money deposit (individually, a “Deposit” and collectively, the mutual execution “Deposits”) to Seller’s attorney, Jacob & Wxxxxxxxxx, P.C., to be held in such firm’s interest-bearing escrow account. Except as otherwise provided in this Section 12.1, the Purchaser’s Deposit shall be non-refundable and exchange shall be payable to Seller upon termination of this Agreement. At the Closing, Buyer Purchaser shall deposit into Escrow (as defined below) receive a credit toward 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 Purchase Price in the amount of One Hundred Thousand and No/100 Dollars its Deposit only, plus accrued interest thereon. ($100,000b) If Purchaser terminates this Agreement pursuant to Section 12.2 (the “Additional c)(i) or (iii) below, then Purchaser’s Deposit”, plus accrued interest thereon, shall be promptly repaid to Purchaser, and together with the Initial Deposit and all Seller’s Deposit, plus accrued 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 promptly repaid to BuyerSeller. (c) If Seller terminates this Agreement because the condition set forth in Section 9.2 (c) has not been satisfied, then Purchaser’s account Deposit, plus accrued interest thereon, shall be promptly repaid to Purchaser, and deemed Seller’s Deposit, plus accrued interest thereon, shall be promptly repaid to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderSeller. (d) If Seller terminates this Agreement pursuant to Section 12.2 (b)(ii), the Purchaser’s Deposit shall be paid forfeited to Existing Owner Seller as liquidated damages (which shall be Seller’s sole and credited exclusive remedy against the Purchase Price on the Closing DatePurchaser and Seller shall have no right to seek specific performance of this Agreement). In the event the sale of the Property is not consummated because of addition, Seller’s Deposit, plus accrued interest thereon, shall be promptly repaid to Seller. SELLER ACKNOWLEDGES THAT: (ai) a Seller default, PURCHASER’S DEPOSIT IS A REASONABLE ESTIMATE OF AND BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES THAT WOULD BE SUFFERED AND COSTS (be) the termination of If Purchaser terminates this Agreement by Buyer in accordance with any right pursuant to so terminate provided hereinSection 12.2 (c)(ii), (c) the failure of any of BuyerSeller’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 forfeited 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 Purchaser as and when required hereunder liquidated damages (which shall be for Purchaser’s sole and exclusive remedy against Seller and Purchaser shall have no right to terminate seek specific performance of this Agreement). All references in this Agreement In addition, Purchaser’s Deposit, plus accrued interest thereon, shall be promptly repaid to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” Purchaser. PURCHASER ACKNOWLEDGES THAT: (as defined herein)i) SELLER’S DEPOSIT IS A REASONABLE ESTIMATE OF AND BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES THAT WOULD BE SUFFERED AND COSTS THAT WOULD BE INCURRED BY PURCHASER AS A RESULT OF THE FAILURE OF THE CLOSING TO OCCUR; (ii) THE ACTUAL DAMAGES SUFFERED AND COSTS INCURRED BY PURCHASER AS A RESULT OF SUCH FAILURE TO CLOSE UNDER THIS AGREEMENT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO DETERMINE; (iii) SELLER SEEKS TO LIMIT ITS LIABILITY UNDER THIS AGREEMENT TO THE AMOUNT OF THE DEPOSIT IN THE EVENT THE CLOSING DOES NOT OCCUR; AND (iv) THE DEPOSIT SHALL BE AND CONSTITUTE VALID LIQUIDATED DAMAGES.

Deposit. Within one (1a) business day following As an inducement for, and in partial consideration of the mutual execution time and exchange expense of Seller in negotiating and executing this Agreement, Buyer shall (and Buyer Parent shall cause Buyer to) deposit into with the Escrow Agent by no later than 4:00 pm (as defined belowHong Kong time) on the second (2nd) business day after the date of this Agreement the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars [* * *] US dollars ($7,143.00US$[* * *]) (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”), which shall satisfy the requirements for, and function as, a good faith deposit and shall be held in the Escrow Account pending the Closing in accordance with the terms of the Escrow Agreement. At the Closing, Buyer Parent, Buyer and Seller shall cause the Deposit, including any interest thereon net of any fees and Taxes (as adjusted, the “Deposit Amount”) to be released and paid from the Escrow Holder shall deposit Account to Seller by wire transfer of immediately available funds to an account or accounts designated by Seller and 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 Up-Front Purchase Price. (b) If this Agreement is duly terminated pursuant to Buyer’s account Section 7.1(d) or Section 7.1(f) (other than in the circumstances set forth in Section 7.3), Buyer Parent, Buyer and deemed Seller shall cause the Deposit Amount to be part immediately released from the Escrow Account and paid by the Escrow Agent to Seller by wire transfer of immediately available funds to an account or accounts designated by Seller, and Buyer shall have no rights with respect to the DepositDeposit Amount whatsoever. In the event this Agreement is duly terminated (x) for any reason other than as set out in Section 7.1(d) or Section 7.1(f) or (y) in the circumstances set forth in Section 7.3, Buyer Parent, Buyer and Seller shall cause the Deposit Amount to be withdrawn from the Escrow Account and paid by the Escrow Agent to Buyer by wire transfer of immediately available funds to an account or accounts designated by Buyer, and Seller shall have no rights with respect to the Deposit Amount whatsoever. The payment of the consummation of Deposit to Seller or Buyer shall not be deemed to be a liquidated damages payment, and shall not be the purchase and sale of the Property as contemplated hereundersole remedy, 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 for any breach by Buyer Parent, Buyer or Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, Agreement. (c) Without limiting the failure provisions of this Section 2.7, the Parties agree to execute any joint payment instructions and verbally confirm any such instructions to the Escrow Agent as required to give effect to the provisions 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)Section 2.7.

Deposit. Within one two (12) business day days following the mutual execution and exchange of this AgreementEffective Date, Buyer shall deposit into deliver the Initial Deposit to First American Title Insurance Company (the “Escrow Agent”), at its offices at 0000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000, Xxx Xxxx, Xxxxxxxxxx, Attention: Xx. Xxxxx Xxxxxx (Tel. (000) 000-0000; E-mail xxxxxxx@xxxxxxx.xxx). If this Agreement has not theretofore been terminated (pursuant to Section 4.7.2 or otherwise), then prior to the expiration of the Due Diligence Period, Buyer shall deliver the Additional Deposit to Escrow Agent, and the entire Deposit shall become nonrefundable to Buyer except as otherwise expressly provided in this Agreement. If the Additional Deposit is not delivered by Buyer to Escrow Agent on or before the expiration of the Due Diligence Period, then Buyer shall be deemed to have terminated this Agreement pursuant to Section 4.7.2 and the Initial Deposit (less the “Independent Consideration” (as defined below), which shall be paid to Seller) shall be returned to Buyer. The Initial Deposit and, if applicable, the amount Additional Deposit shall be delivered to the Escrow Agent by wire transfer of Seven Thousand immediately available federal funds or by bank or cashier’s check drawn on a national bank reasonably satisfactory to Escrow Agent. At all times during which the amounts so deposited hereunder shall be held by the Escrow Agent, the same shall be held by Escrow Agent as a deposit against the Purchase Price in accordance with the terms and provisions of this Agreement. While the Deposit or any portion thereof is being held by the Escrow Agent, the Deposit shall be invested by the Escrow Agent in the following investments (“Approved Investments”): (i) money market funds, or (ii) such other short-term investment option offered by the Escrow Agent as may be reasonably agreed to by Seller and Buyer. All interest earned on the Deposit shall be deemed part of the Deposit for all purposes under this Agreement. Notwithstanding anything to the contrary contained in this Agreement, Seller and Buyer acknowledge and agree that One Hundred Forty Three and No/100 Dollars ($7,143.00100) (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 or retained by Seller, as applicable, if this Agreement is terminated for any reason (the “Independent Consideration”). Moreover, Seller and credited against Buyer acknowledge and agree that the Independent Consideration has been bargained for and agreed to as additional consideration for Seller’s execution and delivery of this Agreement. At the Closing, the entire Deposit (including the Independent Consideration) shall be applied to the Purchase Price on Price. Notwithstanding anything to the contrary in this Agreement, if this Agreement terminates or if the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller defaultfails to occur, (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 Buyer’s default by Buyerunder this Agreement, then the Deposit (less the Independent Consideration, which 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 Seller) shall be for Seller promptly returned 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 (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 Business Day following the mutual execution and exchange of this AgreementEffective Date, Buyer Purchaser shall deposit into Escrow deliver to First American Title Insurance Company, Seattle Office (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00Attention: Xxxxx Xxxxx) (the “Initial DepositEscrow Agent”), by federal funds wire transfer, a cash 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 [Twenty Three Million Ninety Thousand Six Hundred Thousand and No/100 Dollars Forty Eight AND NO/100 DOLLARS ($100,000) 23,090,648.00)]3 (the “Additional Deposit”, and together with the Initial Deposit and all any interest accrued thereon, the “Deposit”). The Deposit upon delivery by Purchaser shall be invested by Escrow Holder Agent as reasonably directed by Purchaser among the investment options available at the Title Company for escrow accounts. All interest and other amounts earned on the Deposit, if any, shall deposit be added to, and become part of, the Xxxxxxx Money. Until such time as it is disbursed to Seller pursuant to the terms and conditions of this Agreement, all right, title, and interest in the Deposit shall remain in a non-commingled trust account Purchaser. On or before October 22, 2012, Purchaser shall deliver to Escrow Agent, by federal funds wire transfer, an additional cash deposit in immediately available funds in the amount of [Twenty Seven Million Four Hundred Nine Thousand Three Hundred Fifty Three AND NO/100 DOLLARS ($27,409,353.00)]3 (the “Extension Payment”). If Purchaser shall fail to deliver the Extension Payment with Escrow Agent within the time period provided for above, Seller may at any time prior to Escrow Agent’s receipt of the Extension Payment, terminate this Agreement by written notice to Purchaser and shall invest Escrow Agent, and retain the Deposit in an insuredas Seller’s sole and exclusive remedy, interest bearing money market accountsand thereafter neither party shall have any further rights or obligations to the other hereunder, certificates except for those which expressly survive the termination of depositthis Agreement. If the Extension Payment is timely made, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon it shall be credited added 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, Escrow Agent shall hold 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 this 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 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)at Closing.

Deposit. Within one (1) business day following Business Day after the Parties’ mutual execution of this Agreement (“Deposit Date”), Buyer shall deliver to Escrow Holder the sum of SEVEN HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($750,000.00) (the “Deposit”) by cashier’s check or other immediately available funds. Escrow Holder shall invest the Deposit in an interest bearing account. If Buyer delivers or is deemed to have delivered to Seller or Escrow Holder a “Notice of Approval” (as defined in Section 10.2 below) on or before 5:00 p.m. EDT/EST on September 9, 2011 (the “Feasibility Date,” and exchange the period ending at 5:00 p.m. EDT/EST on such date, the “Feasibility Period”), Escrow Holder shall continue to hold the Deposit in escrow pursuant to the terms of this Agreement. Escrow Holder shall deliver the Deposit to Seller at Closing without further instructions from the Parties. Buyer acknowledges and agrees that the Deposit shall be nonrefundable to Buyer under any circumstance other than as set forth in Section 4.3 below. The Deposit shall be applied to payment of the Purchase Price upon Closing. This Agreement shall only be effective upon Escrow Holder’s receipt of the Deposit pursuant to this Section and if Buyer does not place the Deposit in Escrow before 5:00 p.m. EDT/EST on the Deposit Date, this Agreement shall, at Seller’s option upon notice to Buyer and Escrow Holder, terminate and be of no further force and effect without the need for further instructions or acknowledgements by the Parties. Simultaneously with execution of this Agreement, Buyer shall deposit into Escrow (as defined below) provide Seller with evidence satisfactory to Seller that Buyer has sufficient funds to close 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 transaction 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 No later than two (2) business days after the Effective Date, Buyer shall deliver the Initial Deposit to First American Title Company (the “Escrowee” and, in its capacity as title insurer hereunder, the “Title Company”) in immediately available United States Federal Funds. Upon receipt by Escrowee of a fully-executed copy of this Agreement and the Initial Deposit, Escrowee shall open an escrow account for the transaction contemplated hereby (the “Opening of Escrow”) and promptly notify Buyer and Seller of the date of Opening of Escrow, the escrow account number and escrow account wiring instructions. No later than one (1) business day following after the mutual execution Opening of Escrow, Escrowee shall sign this Agreement to acknowledge its agreement to the escrow instructions set forth herein and exchange return a signed copy of this Agreement to Buyer and Seller. The Escrowee shall hold the Initial Deposit in escrow in an interest bearing account with a federally insured state or national bank acceptable to Seller and Buyer. At Seller’s option, this Agreement shall terminate if the Initial Deposit is not so deposited by the time required (in which event neither party shall have any further rights or obligations hereunder except for the obligations of Buyer hereunder which by their terms survive the termination of this Agreement). Unless Buyer timely terminates this Agreement before the expiration of the Inspection Period in accordance with Paragraph 19(c) hereof, then no later than one (1) business day after the last day of the Inspection Period, Buyer shall deliver the Second Deposit to Escrowee in immediately available United States Federal Funds. The Initial Deposit and Second Deposit are hereinafter collectively referred to as the “Deposit”. All interest earned on the Deposit shall be added to and made a part of the Deposit for all purposes hereof. Except as otherwise expressly provided to the contrary under Sections 4(c), 4(f), 14(b), 16(c), 17(b) or 19(c) of this Agreement, Buyer the Deposit, together with all interest earned thereon, 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 be nonrefundable upon the expiration of the “Due Diligence Inspection Period” . At Closing (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)Price.

Deposit. Within one (1) business day following The Vendor acknowledges that contemporaneously with the mutual execution and exchange delivery of this Agreementthe Corporate Seller SPA the Purchaser has paid to the Escrow Agent on behalf of the Corporate Sellers, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Five Million Canadian Dollars ($7,143.005,000,000.00) (the “Initial "Deposit”)") in escrow, in as an xxxxxxx money deposit against 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 payment of the “Due Diligence Period” (Purchase Price and the purchase price under the Corporate Seller SPA. The Deposit is to be dealt with as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in follows: a. if Closing occurs the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all the interest accrued thereon, earned thereon while held by 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 Agent shall be paid to Existing Owner the Corporate Sellers in accordance with the terms of Section 2.4 of the Corporate Seller SPA and credited against the Purchase Price on purchase price under that agreement; or b. if Closing does not occur, and the Closing Date. In Corporate Seller SPA is terminated by the event Purchaser or the sale Corporate Sellers in consequence of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer Purchaser’s failure to procure Financing 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 Corporate Seller SPA: i. the Deposit and any interest earned thereon while held by the Escrow Agent shall be immediately forfeited to and automatically paid over retained by the Employee Shareholders and Corporate Sellers for their own accounts absolutely as a genuine pre-estimate, by the Employee Shareholders, Corporate Sellers and Purchaser, of the Employee Shareholders' and Corporate Sellers’ liquidated damages as a result of Closing not occurring; and payment of such liquidated damages by forfeiture of the Deposit and any interest thereon to Buyer without the need for any further action by either Party hereto. The Employee Shareholders and Corporate Sellers shall be the Employee Shareholders and Corporate Sellers sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as in respect of Closing not occurring and when required hereunder upon such payment being made Purchaser shall be for released from all further Liabilities under the Corporate Seller to terminate SPA or this Agreement; and ii. All references in this Agreement to a “return the Vendor Participation Fraction of the Deposit” Deposit and the interest earned thereon shall also be deemed to include a return disbursed by the Escrow Agent in favour of the “Deposit” under Vendor in consequence of the “Other Property Purchase Agreements” (as defined herein)Vendor's ownership of the Subject Shares; or c. if Closing does not occur and the Corporate Seller SPA is terminated in circumstances where Section 2.3(b) does not apply, the Deposit and the interest earned thereon while held by the Escrow Agent shall be paid by the Escrow Agent to Purchaser in accordance with the terms of the Corporate Seller SPA.

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) 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.

Deposit. Within one The CDA hereby acknowledges receipt of $200,000 from the Company (1the "Deposit"). The Deposit shall be held in escrow in an interest bearing account at a bank maintaining a branch for business in Yonkers by Xxxxxx Beach PLLC, Xxxxx Xxxxxxx, Esq., having an office at 000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxx Xxxx ("Transaction Counsel” or “Escrow Agent") business day following on behalf of CDA. The parties acknowledge and agree that Xxxxxx Beach PLLC shall act as Transaction Counsel and render opinions for the mutual execution City Entities related to the Project, including the bond counsel opinons related to the FTA Bonds and exchange serve as Escrow Agent. All interest earned on the Deposit shall belong to the party otherwise entitled to the Deposit pursuant to the terms and provisions of this Agreement, Buyer . The Deposit and accrued interest shall deposit into Escrow (as defined below) be applied against 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”Disposition Parcel Purchase Price, 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) upon the termination of this Agreement by Buyer shall be paid to the CDA or to the Company in accordance with any right the terms of this Agreement. (1) If this Agreement is terminated prior to so terminate provided herein, (c) the ClosingWhen the Company commences the Xxxxxxxxxx Xxxxx 0 Development in accordance with the terms hereof or if the Closing does not take place under this Agreement by reason of the failure of any of Buyer’s Closing Conditions party (as defined belowother than the Company) to occur comply with such party’s obligations hereunder, then the Escrow Agent shall deliver the Deposit (together with interest earned thereon, if any) to, or upon the instructions of, the Company. If the Company does not commence the Xxxxxxxxxx Xxxxx 0 Development or if the Closing does not take place under this Agreement by reason of the failure of the Company to comply with its obligations hereunder, then the Escrow Agent shall deliver the Deposit (together with interest earned thereon, if any) to, or upon the instructions of, the CDA. (2) The parties agree that: (a) The duties of the Escrow Agent are only as herein specifically provided and, except for the provisions of subsection (3) below, are purely ministerial in nature, and that the Escrow Agent shall incur no liability whatever except for willful misconduct or gross negligence as long as the Escrow Agent has acted in good faith; (b) In the performance of its duties hereunder, the Escrow Agent shall be entitled to rely upon any document, instrument or signature believed by it to be genuine and signed by either of the parties hereto or their successors; (c) The Escrow Agent may assume that any person purporting to give any notice or instructions in accordance with the provisions hereof has been duly authorized to do so; (d) The Escrow Agent shall not be bound by any other reason other than modification, cancellation or rescission of this Agreement unless in writing and signed by the parties; (e) The parties shall jointly and severally reimburse and indemnify the Escrow Agent for, and shall hold it harmless from and against, any and all loss, liability, cost or expense, including, without limitation, reasonable attorneys’ fees and disbursements and reasonable court costs and expenses of defending any claim or liability, incurred by it without its willful misconduct, or arising out of or in connection with its acceptance of, or its performance of its duties and obligations under this Agreement; and (f) The City Entities and the Company each acknowledge that the Escrow Agent has acted as Transaction Counsel as well as Escrow Agent and hereby release the Escrow Agent from any act done or omitted to be done by the Escrow Agent in good faith and in the performance of its duties hereunder. (3) The Escrow Agent is acting as a default by Buyer, then stakeholder only with respect to the Deposit. If there is any dispute as to whether the Escrow Agent is obligated to deliver the Deposit or as to whom the Deposit is to be delivered, the Escrow Agent shall not 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 required to make any delivery but rather, in such event, the Initial Escrow Agent may: (i) hold the Deposit or until receipt by the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references Escrow Agent of an authorization in this Agreement to a “return writing, signed by all of the persons having an interest in such dispute, directing the disposition of the Deposit” shall also be deemed to include a return ; or (ii) in the absence of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).such authorization, either

Deposit. (a) Within one (1) business day following 3 Business Days of the mutual execution and exchange of this AgreementEffective Date, Buyer the Purchaser shall deposit into deliver to the Escrow (as defined below) Agent the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (250,000.00, to be held by the “Initial Deposit”), Escrow Agent in accordance with the form terms 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 . (b) 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 Transaction 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 hereunderconsummated, the Deposit shall be paid applied to Existing Owner and credited against the Purchase Price on Purchaser’s obligations at the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller defaultas set forth in Section 4.5, (b) the termination of and if this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) shall be terminated 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 BuyerTransaction abandoned, 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 applied as set forth in Section 8.2. (c) By its execution of 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 counterpart of this Agreement or other signed agreement among Escrow Agent, the Seller, and the Purchaser, the Escrow Agent hereby accepts its designation as the escrow agent with respect to a “return the Deposit, acknowledges receipt of the Deposit” , subject to collection, and agrees to hold, invest and disburse the same as herein provided. The Escrow Agent shall also not be deemed liable for any acts taken in good faith, shall only be liable for its willful default or action, or gross negligence, and may, in its sole discretion, rely in good faith upon the written notices, communications, orders or instructions given by any Party; provided, however, that if any notice or correspondence is not executed by both the Purchaser and the Seller, the Escrow Agent shall give to include the Purchaser or the Seller, as the case may be, copies of any notice or correspondence received from the other and shall not take any actions with regard thereto for 5 Business Days following the giving of such notice. (d) In the event of a return disagreement between the Seller and the Purchaser as to the proper disbursement of the “Deposit” under , the Escrow Agent reserves the right to deposit said funds into the Registry of the Clerk of Court of Xxxxxx County, Tennessee (the “Other Property Purchase Agreements” Court Registry”), by filing an interpleader action and Escrow Agent shall thereupon be discharged from the liability hereunder and shall be entitled to reimbursement from the Seller and the Purchaser for all attorney’s fees incurred and court costs expended in connection therewith. The parties acknowledge that the Escrow Agent is also the Purchaser’s attorney with respect to this Transaction and that, in the event an interpleader action is filed with respect to the Escrow Deposit, the Escrow Agent may continue to represent the Seller in such action or in any other action against the Seller with respect to this Agreement. (e) The Seller and the Purchaser hereby agree to indemnify and hold harmless the Escrow Agent against any and all losses, claims, damages, liabilities and expenses which may be incurred by the Escrow Agent in connection with its acceptance of this appointment or the performance of its duties hereunder; provided, however, that if the Escrow Agent shall be found guilty of willful default or action, or gross negligence, then, in such event, the Escrow Agent shall bear all such losses, claims, damages, liabilities and expenses. In the event the Escrow Agent places the Deposit in the Court Registry, upon the delivery of same to the prevailing party, whether by court order or otherwise, the non-prevailing party shall (i) pay to the prevailing party at the time of such delivery, interest on said monies at the publicly announced prime rate of X.X. Xxxxxx Xxxxx Bank, as defined such rate may change from time to time, said interest to run from the date of deposit into the Court Registry until delivery of same to the prevailing party, and (ii) notwithstanding any contrary provision contained herein), pay to the Escrow Agent all monies necessary to reimburse the Escrow Agent for any losses, claims, damages, liabilities and expenses incurred by the Escrow Agent in connection with its appointment as the Escrow Agent or the performance of its duties hereunder.

Deposit. Within one two (12) business day following days after the mutual full execution and exchange of this Agreement, Buyer Purchaser shall deposit into with Flagler Title Company ("Escrow (as defined below) Agent"), the amount sum of Seven Seventy-five Thousand One Hundred Forty Three and No/100 Dollars ($7,143.0075,000.00) (hereinafter the “Initial "Deposit”"), which sum shall be held in an interest bearing account during the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”)Inspection Period, and thereafter applied or released as provided below. Unless In the event Purchaser does not terminate this Agreement shall have been terminated pursuant prior to the provisions hereof prior theretoexpiration of the Inspection Period, no later than three then within two (32) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer Inspection Period Purchaser shall deposit with Escrow Holder Agent an additional cash or other immediately available funds in the amount of One Hundred Seventy-five Thousand and No/100 Dollars ($100,00075,000.00) (the “"Additional Deposit”"), and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder which 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 DepositDeposit for all purposes under this Agreement. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid Purchaser's failure 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 timely make the Initial Deposit or the Additional Deposit as shall constitute a default under this Agreement. The Deposit and when required hereunder any interest earned thereon shall be for Seller refundable in full to Purchaser if Purchaser, in its sole discretion, elects to terminate this AgreementPurchase Agreement for any reason whatsoever prior to the expiration of the Inspection Period. All references in If Purchaser has not terminated this Agreement prior to a “return the expiration of the Deposit” Inspection Period, the Deposit and any interest earned thereon shall also be deemed non-refundable to include Purchaser, except in the event of a return failure by Seller to close this transaction in accordance with the terms hereof or a failure of any condition precedent to Purchaser's obligation to close this transaction, as set forth herein (in particular but without limitation, in the event Existing Lender shall fail to allow Purchaser to assume the Existing Loan on the terms set forth in the Existing Loan Documents or on other terms acceptable to Purchaser). In addition to the aforesaid, Purchaser and Seller hereby agree as follows: (a) At Closing, the Deposit and any interest earned shall be applied against the Purchase Price; (b) If Purchaser defaults for any reason under the terms and conditions of this Purchase Agreement, then the Deposit and any interest earned thereon shall be retained by Seller as liquidated damages hereunder, and excepting the obligations of Purchaser to indemnify and hold Seller harmless with respect to any inspections of the “Deposit” Property under Section 3 above, Seller shall have no further rights against the “Other Property Purchase Agreements” Purchaser; (c) If Seller fails to make and deliver title as defined hereinrequired under Section 5 below, or otherwise fails, neglects or refuses to perform this Agreement (any of the foregoing, a "Seller Default"), then Purchaser may, as its sole and exclusive remedies, either (i) accept title subject to the defaulted obligation of Seller or (ii) seek specific performance of this Agreement (and receive reimbursement from Seller for reasonable attorneys' fees and costs, if Purchaser is the prevailing party in such action).

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 (1a) business day following Except as otherwise expressly provided in this Agreement, including in Section 12.02 hereof, the mutual Deposit Amount shall become non-refundable to Buyer upon the execution of this Agreement and exchange shall be delivered to Seller as liquidated damages hereunder forthwith without demand, deduction, offset or delay upon termination of this Agreement. (b) Upon deposit of the Deposit Amount with Escrow Agent, Buyer Escrow Agent shall hold and invest the Deposit Amount in: (i) United States government obligations or obligations of agencies of the United States government which are guaranteed by the United States government, (ii) interest-bearing certificates of deposit into Escrow (as defined below) the amount of Seven Thousand One banks having capital and surplus in excess of Five Hundred Forty Three and No/100 Million Dollars ($7,143.00500,000,000) and rated at least AAA by Standard & Poor’s Corporation and AAA by Xxxxx’x Investors Service, Inc., (iii) a money market fund registered under the “Initial Deposit”)Investment Company Act of 1940, in as amended, the form portfolio of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant which is limited to the provisions hereof prior theretoobligations described in clause (i) above, no later than three or (3iv) business days after the expiration of the “Due Diligence Period” (as hereinafter defined)commercial paper rated at least P-1 by Xxxxx’x Investors Service, Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand Inc. and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”)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 insuredAmount, interest bearing money market accountsor any portion thereof, 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 the party entitled to receive the Deposit Amount, or any portion thereof, at such time as such party receives the Deposit Amount, or any portion thereof, 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 Deposit Amount, or any portion thereof, shall pay any income taxes payable thereon. (c) In the event that a Closing Datehereunder is not consummated, the 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 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 (5) Business Days of its receipt of a copy 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), the Deposit Amount shall be transferred to the Demanding Party without deduction, offset or delay and (A) 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 and (B) if Buyer is the Demanding Party Seller (on behalf of itself and its Affiliates, as applicable) hereby covenants and agrees to execute, acknowledge and deliver to Buyer any and all instruments and documents requested by Buyer in order to legally transfer such Deposit Amount to Buyer and/or evidence such transfer (clauses (A) and (B) shall survive any Closing and any termination of this Agreement). In the event the sale non-Demanding Party objects to payment of the Property is not consummated because of (a) a Seller defaultDeposit Amount pursuant to this Section 3.01(c), (b) Escrow Agent shall continue to hold the termination of this Agreement by Buyer 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 States District Court 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 REMEDY IN THE EVENT 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 THE DAMAGES SELLER WOULD SUFFER AS A RESULT OF BUYER’S FAILURE TO CLOSE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, 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 (1) business day following Buyer will deposit with the mutual execution and exchange of this AgreementClosing Agent the Deposit, Buyer which 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 returned to Buyer, in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement upon Bxxxx’s request, if no contract shall have been terminated pursuant to the provisions hereof prior theretoentered into. Upon acceptance of this Agreement by both parties, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer Closing Agent shall deposit with Escrow Holder additional cash or other immediately available funds such amount 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 its non-commingled interest bearing trust account and shall invest the to be disbursed, subject to collection by Closing Agent’s depository, as follows: (a) 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 applied on Purchase Price or returned to Buyer’s account and deemed Buyer when transaction is closed; (b) if Seller fails or refuses to be part of the Deposit. In the event of the consummation of the purchase and sale of perform, or if the Property as contemplated hereunderis made unmarketable by Seller, or by Acts of God, or any contingency is not satisfied or waived, the Deposit shall be returned to Buyer; however, once the contingencies set forth in paragraph(s) 7, 8 and 9 are removed, Bxxxx’s Deposit shall be nonrefundable so long as Seller does not default under Buyer’s Initials Seller’s Initials this Agreement; (c) if Bxxxx fails or refuses to perform, this Deposit shall be paid to Existing Owner and credited against Seller pursuant to Section 17, below. If the Purchase Price on parties are unable to agree upon the disposition of the Deposit, then upon the request of either Buyer or Seller for the return or payment of the Deposit, the Closing Date. In Agent holding the event Deposit shall give written notice to the sale other party of such request, and shall advise the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer other party that such Deposit shall be returned or paid in accordance with such request unless the other party delivers written objection thereto within 20 days after receipt of such notice. If the Closing Agent does not receive 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 Buyerwritten objection within such 20-day period, then the Closing Agent shall return or pay such Deposit in accordance with such request. If the other party objects in writing within such 20-day period, Closing Agent shall retain the Deposit until (i) Buyer and Seller have settled the dispute; (ii) disposition has been ordered by a final court order; or (iii) Closing Agent deposits said amount with a court pursuant to applicable court procedures. The return or payment of such Deposit shall be immediately and automatically paid over to not in any way prejudice the rights of Buyer without the need in any action for any further action by either Party heretodamages or specific performance. 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 Seller’s remedies are discussed 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 17, below.

Deposit. Within one It shall be a condition precedent to the effectiveness of this Agreement that Guarantor execute and deliver to Wyndham and the Owners the Guaranty pursuant to which Guarantor guarantees W2005’s obligations pursuant to this Section 2.3. No later than ten (110) business day days following the mutual execution Effective Date, time being of the essence, Purchaser shall deliver to Escrow Agent a wire transfer or cashier’s or certified check in the sum of TWENTY-FIVE MILLION SIX HUNDRED TWENTY THOUSAND and exchange NO/100ths Dollars ($25,620,000.00) or 7.0% of the Purchase Price. Upon such delivery the Guaranty shall terminate and be of no further force or effect. The Deposit shall be invested by Escrow Agent in a commercial bank or banks acceptable to Wyndham and W2005 at money market rates, or in such other investments as shall be approved in writing by Wyndham and W2005. The Deposit shall be held and disbursed by Escrow Agent in strict accordance with the terms and provisions 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 All accrued interest 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 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 Deposit shall be either (a) applied at Closing against the event Purchase Price, (b) returned to W2005 pursuant hereto, or (c) paid to Wyndham pursuant hereto; provided however, that if prior to Closing the Purchase Price shall be reduced as the result of any Property being excluded from this Agreement as expressly provided herein, the Escrow Agent shall promptly return to W2005 a portion of the consummation original amount of the purchase Deposit in the same proportion as the original Purchase Price was so reduced. Notwithstanding anything herein to the contrary, if W2005 fails to timely deliver the Deposit to Escrow Agent under this Agreement, Purchaser shall be in immediate default hereunder (without the benefit of any additional notice or cure period) and sale of the Property as contemplated hereunder, Wyndham may terminate this Agreement by written notice to Purchaser whereupon the Deposit shall be paid payable directly to Existing Owner Wyndham. Wyndham shall be entitled following such termination, as its sole remedies, to (a) xxx W2005 and/or Guarantor to obtain the Deposit, which shall be retained by Wyndham and credited against the Owners as liquidated damages, and to recover all costs and expenses, including attorneys’ fees, incurred by Wyndham and/or the Owners to obtain the Deposit from W2005 and/or Guarantor and (b) enforce the indemnities and other provisions of this Agreement which expressly survive a termination of this Agreement. At W2005’s option, the Deposit initially may be (or the cash Deposit may be replaced at any time with) an unconditional, irrevocable letter of credit (the “Letter of Credit”), in which case the “Deposit” shall mean the Letter of Credit and/or any proceeds thereof. The Letter of Credit shall be (a) in an amount equal to TWENTY-FIVE MILLION SIX HUNDRED TWENTY THOUSAND and NO/100ths Dollars ($25,620,000.00) or 7.0% of the Purchase Price Price, (b) issued by a bank reasonably acceptable to Wyndham, (c) presentable at a bank or branch located in New York, New York, (d) presentable in multiple drafts, (e) for an initial term expiring no earlier than June 15, 2005, and (f) in substantially the form reasonably approved by Wyndham. Upon delivery of such Letter of Credit the Guaranty shall terminate and be of no further force or effect. If the Closing shall occur while the Escrow Agent holds the Letter of Credit, the Letter of Credit shall be returned to W2005 at the Closing. If Wyndham in good faith believes that a default hereunder on the part of Purchaser has occurred, or if the Letter of Credit will expire sooner than thirty (30) days after the Closing Date (as the Closing Date may be extended by any provision hereof or by written agreement of Wyndham and Purchaser) and the Letter of Credit has not been extended to a date at least thirty (30) days after the Closing Date, Wyndham may send a notice to Escrow Agent (with a copy thereof to Purchaser) (the “Demand Notice”), which Demand Notice shall set forth with reasonable specificity the basis for Wyndham’s belief that Purchaser is in default hereunder or that the Letter of Credit will expire sooner than thirty (30) days after the Closing Date. Upon receipt of such Demand Notice, Escrow Agent shall immediately demand full payment of the Letter of Credit, and the proceeds thereof shall become a part of the Deposit. Escrow Agent shall not make any inquiry whatsoever as to the validity of Purchaser’s default hereunder or whether the Letter of Credit has been extended or of Wyndham’s right to send the Demand Notice in connection with demanding full payment of the Letter of Credit; nor shall Purchaser endeavor or have the right to prevent, interfere with or delay (by an action or proceeding or otherwise) the Escrow Agent’s demanding or the issuer paying to the Escrow Agent the full amount of the Letter of Credit. The Letter of Credit shall provide that the only condition to Escrow Agent’s demand for the full amount of the Letter of Credit shall be that Escrow Agent sends a sight draft to the bank issuing the Letter of Credit. The parties acknowledge and agree that Escrow Agent’s obligation to demand and collect full payment of the Letter of Credit following its receipt of a Demand Notice shall be absolute and unconditional and shall remain unaffected by any written notice, contrary instruction or other protest by Purchaser. The parties also acknowledge and agree that if there is any dispute as to the payment or disposition of the Deposit (following Escrow Agent’s demand and collection of the proceeds of the Letter of Credit) or any other monies held in escrow, the payment and disposition of such monies shall be subject to Section 10.10 hereof. Accordingly, Purchaser expressly agrees that Escrow Agent shall be entitled to rely on any Demand Notice received by it from Wyndham, and that Escrow Agent shall not be liable to Purchaser for Escrow Agent’s compliance with any Demand Notice. Any proceeds of the Letter of Credit shall be invested by Escrow Agent in a commercial bank or banks acceptable to Wyndham and W2005 at money market rates, or in such other investments as shall be approved in writing by Wyndham and W2005. In the event the sale Escrow Agent shall hold the Letter of Credit at the time any provision hereof requires the Deposit to be returned to W2005, such provision shall be deemed to require the return of the Property Letter of Credit to W2005; provided, however, that if such provision requires only part (but not all) of the Deposit to be returned to W2005, such provision shall be deemed to require Escrow Agent to give irrevocable written notice to the bank issuing the Letter of Credit of a reduction in the amount of the Letter of Credit equal to the part of the Deposit so required to be returned to W2005. Upon Escrow Agent’s receipt of any notice from Wyndham or Purchaser directing the disposition of the Deposit, Escrow Agent shall only deliver the Deposit pursuant to such notice after Escrow Agent first sends written notice to both Wyndham and Purchaser stating that Escrow Agent intends to deliver the Deposit as so directed, and neither Wyndham nor Purchaser provides a written notice to Escrow Agent objecting to such proposed delivery within five (5) business days thereafter. If neither Wyndham nor Purchaser provides such written objection to Escrow Agent within such five (5) business day period, Escrow Agent shall deliver the Deposit as so directed. If either Wyndham or Purchaser provides such written objection to Escrow Agent within such five (5) 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 defaultWyndham and Purchaser as to the disposition of the Deposit, (bii) pay the termination Deposit into the registry of this Agreement by Buyer the court in connection with an interpleader filed pursuant to Section 10.10 hereof, or (iii) pay the Deposit in accordance with any right to so terminate provided herein, (c) a final non-appealable judgment of a court ordering 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 disposition of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Buyer has previously deposited in the escrow established with Title Company for this transaction cash in the amount of $50,000. Within one two (12) business day working days following expiration of the mutual execution and exchange of this AgreementInspection Period, Buyer shall deposit into Escrow (as defined below) in escrow the amount additional sum of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), 50,000 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 certified funds. Title Company shall invest all funds so deposited in the amount of One Hundred Thousand 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 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 the failure of any condition or any other reason except a default under this Agreement on the part of Buyer, the Deposit plus interest accrued thereon shall immediately be returned to Buyer. In the event that (a) a Seller defaultthe conditions precedent set forth in Section 3.1 above shall have been satisfied or waived, (b) the termination Seller 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) Buyer shall be unable or fail to occur or (d) any other reason other than a default by Buyerperform its obligations hereunder, then the entire amount of the Deposit shall be retained by Seller. 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 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 REMEDY OF SELLER AT LAW IN THE EVENT OF A BREACH OF THIS AGREEMENT BY BUYER. SUCH RETENTION OF THE DEPOSIT IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT INSTEAD, IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. ACCEPTED AND AGREED TO: /s/ Xxxxx X. Xxxxxx /s/ Xxxxx Xxxxxxx -------------------- ----------------- 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. The entire amount of the Deposit shall be returned immediately and automatically paid over to Buyer without in the need for any further action by either Party hereto. The sole remedy for a failure by event that (a) the conditions precedent set forth in Section 3.1 above shall have been satisfied or waived, (b) Buyer to make the Initial Deposit shall have performed fully or the Additional Deposit as tendered performance of its obligations hereunder and when required hereunder (c) Seller shall be for Seller unable or fail 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 Agreement, Buyer Purchaser shall deposit into Escrow (as defined below) the amount of Seven cause Five Hundred Thousand One Hundred Forty Three and No/100 No/100ths U.S. Dollars ($7,143.00500,000.00) (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 collectively 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 be delivered by wire transfer to Escrow Holder (as hereinafter defined), to be held by the Escrow Holder in accordance with the terms and conditions of this Agreement. The Deposit shall be held in an interest bearing account or instrument, as approved by Purchaser, as an exxxxxx money deposit; provided, however, that at such time as this Agreement has been executed by Seller and Purchaser and countersigned by the Escrow Holder, the Escrow Holder shall deposit deliver the Deposit in a to Seller as an irrevocable, non-commingled trust account refundable option payment to Seller in consideration of Seller’s having provided Purchaser with an exclusive option to complete its property and title review of the Property and enter into this Agreement, subject, however, to Seller’s performance of its obligations under this Agreement as herein provided. Specifically, in the event that Seller shall invest be in default of any of its obligations under this Agreement after Purchaser’s receipt of the Deposit in an insuredas such option payment (which shall not include the failure of any condition to Closing which is not the result of a default by Seller), 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 Purchaser shall be credited entitled to Buyerits remedies under Section 7.3(b) hereof, including, at Purchaser’s account election, Purchaser’s right under Section 7.3(b)(i) to terminate this Agreement and deemed to be part receive all documents and funds previously deposited by Purchaser with the Escrow Holding, including a return of the Deposit, whereupon neither Seller or Purchaser shall have any further obligations hereunder (except as set forth under Sections 3.6(b), 9.1, 11.2 and 11.12 hereof) notwithstanding the irrevocable, non-refundable nature of the delivery of the Deposit to Seller as an option payment, the Deposit shall be applied toward the Purchase Price at Closing. 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 be subject to the following terms and conditions: (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 not be subject to any liability in acting in reliance, upon any joint writing furnished to the Escrow Holder by Purchaser and Seller and shall be entitled to treat as genuine the document it purports to be, including any such letter, paper or other document furnished to the 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 funds held in the escrow created hereby, the Escrow Holder shall refuse to comply with the claims and 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 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) 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. In the event of a dispute between Seller and Purchaser regarding the consummation Deposit, the Escrow Holder shall either continue to 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 purchase and sale of Escrow Holder incurred in connection with such dispute or interpleader shall be assessed against the Property as contemplated hereunderparty that is not awarded the Deposit, or if the Deposit shall be paid is distributed in part to Existing Owner and credited against both parties then in the Purchase Price on the Closing Date. In the event the sale inverse proportion 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)such distribution.

Deposit. Within one (1) business day following Without limiting the mutual execution generality of Section 7.1, but subject to the terms and exchange conditions set forth below, if any holder of this AgreementShares fails to deliver to the purchaser thereof the certificate or certificates evidencing Shares to be Sold pursuant to Section 4 hereof, Buyer shall upon written notice to such holder of Shares such purchaser may, at its option, in addition to all other remedies it may have, deposit into Escrow (as defined below) the amount purchase price for such Shares with any national bank or trust company having combined capital, surplus and undivided profits in excess of Seven Thousand One Hundred Forty Three and No/100 Billion Dollars ($7,143.001,000,000,000) (the “Initial Deposit“ Escrow Agent”) and the Corporation shall cancel on its books the certificate or certificates representing such Shares and thereupon all of such holder’s rights in and to such Shares shall terminate. Thereafter, upon delivery to such purchaser by such holder of the certificate or certificates evidencing such Shares (duly endorsed, or with stock powers duly endorsed, for transfer, with signature guaranteed, free and clear of any liens or encumbrances, and with any transfer tax stamps affixed), in such purchaser shall instruct the form Escrow Agent to deliver the purchase price (without any interest from the date of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant the closing to the date of such delivery, any such interest to accrue to such purchaser) to such holder. Notwithstanding the foregoing provisions hereof prior theretoof this Section 7.2, 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 this Section 7.2 will not apply 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 either (a) any Caisse Investor that is in good faith contesting its obligation to deliver to a Seller default, purchaser certificates evidencing Shares under Section 4 provided that Caisse notifies the purchaser promptly following receipt of the notice contemplated by the first sentence of this Section 7.2 for so long as such good faith contest continues; or (b) Beaudier if it is in good faith contesting its obligation to deliver to a purchaser certificates evidencing Shares under Section 4 provided that Beaudier so notifies the termination purchaser promptly following receipt of the notice contemplated by the first sentence of this Agreement by Buyer in accordance with any right to Section 7.2 for so terminate provided herein, long as such good faith contest continues; or (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 Beaudier Group Investor which (together with Beaudier) is in good faith contesting its obligation 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 deliver to a “return purchaser certificates evidencing Shares under Section 4 provided that such Beaudier Group Investor so notifies the purchaser promptly following receipt of the Deposit” shall also notice contemplated by the first sentence of this Section 7.2, for so long as such good faith contest continues to be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)maintained by both such Beaudier Group Investor and Beaudier.

Deposit. Within one (1) business day following Pursuant to the mutual execution and exchange of this AgreementBidding Procedures Order, Buyer shall Purchaser will make 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 Dollars ($100,000) (3,737,500 to the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”)Escrow Agent. 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 The Deposit shall be paid to Existing Owner and credited applied against payment of the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller defaultIf this Agreement shall be terminated by any Party hereto pursuant to Sections 3.4(a), (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein), (c), (d), (e), (f), (g), (h), (j), (k), (l), or (m) hereof, or in the failure event that a party other than Purchaser or an Affiliate of any Purchaser purchases all or a significant portion of Buyer’s Closing Conditions the Purchased Assets, or if the Purchaser is not designated as the Prevailing Bidder (as defined belowherein) to occur or the Back-Up Bidder (das defined herein) any other reason other than a default by Buyerafter the Auction, then the Deposit shall be immediately and automatically paid over returned to Buyer without Purchaser within five (5) Business Days after Seller’s receipt of Purchaser’s written request therefore. If this Agreement shall be terminated by the need for Seller pursuant to Sections 3.4 (i) hereof or otherwise by reason of the failure of any further action condition precedent under Section 9.2 hereof resulting primarily from Purchaser materially breaching any representation, warranty or covenant contained herein, then Seller shall retain the Deposit; provided such failure or breach was not caused by either Party heretoa breach of this Agreement by Seller. The Parties agree that the Seller’s right to retain the Deposit, as set forth herein, is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate the Seller for its 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 contemplated hereby, which amount would otherwise be impossible to calculate with precision. If the Closing is not consummated due to Purchaser’s breach of this Agreement, or if this Agreement is terminated due to Purchaser’s breach of this Agreement, then Seller shall be entitled, as its sole and exclusive remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller such breach, to terminate this AgreementAgreement and, retain the Deposit. All references in Seller hereby waives and release any right to (and Seller hereby covenants that it shall not) xxx Purchaser with respect to this Agreement or any Asset contemplated to a “return be purchased hereunder: (a) for specific performance of the Deposit” shall also be deemed this Agreement, or (b) to include a return recover any damages of the “Deposit” any nature or description. Seller and Purchaser expressly waive and release (i) any right to seek specific performance of Seller’s obligations under the “Other Property Purchase Agreements” this Agreement and (as defined herein)ii) any right to seek or collect any damages, including any actual, consequential, speculative, remote or punitive damages.

Deposit. Within one (1i) business day following Upon exercise of the mutual execution and exchange of this AgreementVeritech Call Right, Buyer Veritech shall pay 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 "Call Deposit”), in the form of a wire transfer payable ") to Chicago Title Insurance Company RSI on or prior to five (“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 delivery of the “Due Diligence Period” (as hereinafter definednotice specified in Section 14(b), Buyer which deposit shall deposit with Escrow Holder additional cash be as set forth below: (A) The Call Deposit shall equal the greater of (x) five (5%) percent of the aggregate Fair Market Value of the RSI membership interest or other immediately available funds (y) $300,000. The Call Deposit shall consist of (x) a Cash Deposit payable to the order of RSI in the amount equal to not less than the lesser of One Hundred Thousand the amount of the Call Deposit or $1,000,000 and No/100 Dollars ($100,000y) either (the “Additional Deposit”A) a first priority security interest in, and together with pledge of, a percentage of Veritech's membership interest such that the Initial aggregate Fair Market Value of the Percentage Membership Interest pledged is equal to 1.5 times the amount that the Call Deposit exceeds the amount of the Cash Deposit, if any, or (B) a second priority security interest in, and pledge of, all of the membership interest accrued thereonof Veritech, if the “amount of the Call Deposit is greater than the amount of the Cash Deposit actually paid. (B) If Veritech is required to deliver to RSI a security interest in, and pledge of, any of its membership interest, it will execute and deliver such documents as are reasonably required by RSI (including UCC Financing Statements) to evidence and perfect such security interest to RSI at the address specified in Section 28. It is acknowledged and agreed that any security interest in, and pledge of, membership interests of Veritech pursuant to this Section shall be limited for the purpose of providing collateral for the amount that the Call Deposit exceeds the Cash Deposit”), if any. Escrow Holder Accordingly, RSI's rights and interest in and to Veritech's membership interest shall deposit not exceed the Deposit in Defaulted Interest of Veritech. (C) It is acknowledged and agreed that the Call Deposit is intended to be a non-commingled trust account and refundable deposit to secure the obligations of Veritech. Accordingly, if Veritech fails to purchase the membership interests of RSI pursuant to the Veritech Call Right on the closing date specified in Section 14(b), other than as a result of an Excused Condition, then: (1) RSI shall invest retain the Call Deposit as liquidated damages for the harm (which harm is acknowledged to not be readily measurable in an insureddamages) caused by the failure of Veritech to timely conclude such purchase and, 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 the extent that a portion of the Deposit. In the event Call Deposit constituted a pledge of the consummation a percentage of the purchase and sale of the Property as contemplated hereunderVeritech's membership interest, the Deposit Defaulted Interests pledged shall be paid Transferred to Existing Owner RSI; (2) Veritech shall no longer have any Veritech Call Right or Veritech Put Right for any purpose whatsoever and credited against (3) RSI shall release any security interest in the Purchase Price membership interests of Veritech other than RSI's security interest in the Deposit Defaulted Interests. (ii) Upon exercise of the Veritech Put Right, RSI shall pay to Veritech within ten (10) business days after the giving of the notice by Veritech specified above, a non-refundable deposit (the "Put Deposit"), which Deposit shall be as set forth below: (A) The Put Deposit shall equal five (5%) percent of the aggregate Fair Market Value of Veritech's membership interest. The Put Deposit shall consist of (x) a Cash Deposit payable to the order of Veritech in the amount equal to not less than the lesser of the amount of the Put Deposit or $3,000,000 and (y) either (A) a first priority security interest in, and pledge of, a percentage of RSI's membership interest such that the aggregate Fair Market Value of the Percentage Membership Interest pledged is equal to 1.5 times the amount that the Put Deposit exceeds the amount of the Cash Deposit, if any, or (B) a second priority security interest in, and pledge of, all of the membership interest of RSI, if the amount of the Put Deposit is greater than the amount of the Cash Deposit actually paid. (B) If RSI is required to deliver to Veritech a security interest in, and pledge of, any of its membership interest, it will execute and deliver such documents as are reasonably required by Veritech (including UCC Financing Statements) to evidence and perfect such security interest to Veritech at the address specified in Section 28. It is acknowledged and agreed that any security interest in, and pledge of, membership interests of RSI pursuant to this Section shall be limited for the purpose of providing collateral for the amount that the Put Deposit exceeds the Cash Deposit, if any. Accordingly, Veritech's rights and interest in and to RSI's membership interest shall not exceed the Deposit Defaulted Interest of RSI. (C) It is acknowledged and agreed that the Put Deposit is intended to be a non-refundable deposit to secure the obligations of RSI. Accordingly, if RSI fails to purchase the membership interests of Veritech pursuant to the Veritech Put Right on the Closing Date. In closing date specified in Section 14(b), other than as a result of an Excused Condition, then: (1) Veritech shall retain the event Put Deposit as liquidated damages for the sale harm (which harm is acknowledged to not be readily measurable in damages) caused by the failure of RSI to timely conclude such purchase and, to the extent that a portion of the Property Put Deposit constituted a pledge of a percentage of RSI's membership interest, the Deposit Defaulted Interests pledged shall be Transferred to Veritech and Veritech shall release any security interest in the membership interests of RSI other than Veritech's security interest in the Deposit Defaulted Interests. (iii) it is acknowledged and agreed that each of the Call Deposit and the Put Deposit is non-refundable unless the party selling its membership interests under this Section 14 does not consummated because of (a) a Seller default, (b) Transfer such membership interests on the termination of this Agreement by Buyer closing date specified in accordance with any right to so terminate provided hereinSection 14(b) and Section 14(e) and Section 14(f), (c) as 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)case may be.

Deposit. (a) Within one (1) business day following Business Day after the mutual execution and exchange of this Agreementdate hereof, Buyer Acquiror 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”)with Wilmington Trust, in the form of a wire transfer payable to Chicago Title Insurance Company N.A. (“Escrow HolderAgent”). Unless this Agreement shall have been terminated pursuant ) in a single wire transfer an amount in cash equal to the provisions hereof prior thereto, no later than three $500,000,000.00 (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”). Subject to the terms of the Escrow Holder shall deposit Agreement, while held by the Escrow Agent, upon the request of Acquiror, the Deposit shall be placed in an interest-bearing account under Acquiror’s taxpayer identification number, and all interest so earned in connection with the Deposit shall be deemed a non-commingled trust account part of the Deposit and shall invest accrue to the benefit of the party receiving the Deposit. Acquiror shall be responsible for any Taxes on the interest or earnings from the Deposit and any fee charged by the Escrow Agent in connection with the placement of 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 acceptable to Existing Owner and interest thereon account. (b) The Deposit shall be credited applied as a credit to Buyer’s account the Purchase Price at Closing. In the event of (i) a valid termination of this Agreement by Parent pursuant to Section 9.01(b) if, at the time of such termination, (A) the closing condition in Section 8.01(a) has been satisfied and deemed Parent has irrevocably confirmed in writing to be part Acquiror that it stands ready, willing and able to consummate the transactions contemplated by this Agreement on the date falling ten (10) Business Days after delivery of such confirmation, and (B) at the end of such ten (10) Business Day period, Acquiror does not consummate the transactions contemplated by this Agreement or (ii) termination of this Agreement pursuant to any other provision of Section 9.01 except for a valid termination by (x) either party pursuant to Section 9.01(c) or (y) Acquiror pursuant to Section 9.01(d) or Section 9.01(f), Escrow Agent is authorized to deliver the Deposit to Parent on or before the tenth (10th) Business Day following receipt by Escrow Agent and the non-terminating party of written notice of such termination, unless (solely if Acquiror is the non-terminating party) Acquiror notifies Escrow Agent within five (5) Business Days following receipt by Escrow Agent and Acquiror of written notice of such termination that Acquiror disputes the right of Parent to receive 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 valid termination of this Agreement by Buyer in accordance with any right (x) either party pursuant to so terminate provided herein, (cSection 9.01(c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (dy) any Acquiror pursuant to Section 9.01(d) or Section 9.01(f), Escrow Agent is authorized to deliver the Deposit to Acquiror on or before the tenth (10th) Business Day following receipt by Escrow Agent and the non-terminating party of written notice of such termination, unless (solely if Parent is the non-terminating party) Parent notifies Escrow Agent within five (5) Business Days following receipt by Escrow Agent and Parent of written notice of such termination that Parent disputes the right of Acquiror to receive the Deposit. In the event of a notification by the non-terminating party that it disputes the right of the other reason other than party to receive the Deposit, Escrow Agent may interplead the Deposit into a default by Buyercourt of competent jurisdiction in the county in which the Deposit has been deposited. All attorneys’ fees and costs and Escrow Agent’s costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Deposit, or if the Deposit is distributed in part to both parties, then in the inverse proportion of such distribution. It is understood and agreed that the Deposit shall be immediately deemed earned by Parent, represents adequate bargained-for consideration for Parent’s execution 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 delivery of this Agreement. All references , and is non-refundable to Acquiror except as expressly 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)Section 2.08.

Deposit. Within one One (1) business Business day 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 Seven Agent”), Two Hundred Thousand One Hundred Forty Three and No/100 no/100 Dollars ($7,143.00200,000.00) (such cash deposit, together with all accrued interest thereon, shall be referred to as the “Initial Deposit”), ) in the form of a immediately available funds by wire transfer payable to Chicago Title Insurance Company (“such account as Escrow Holder”)Agent shall designate to Buyer. Unless If this Agreement shall have been is not 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 definedsubsection 7.1(a), Buyer shall deposit with Escrow Holder Agent on the first Business Day following expiration of the Due Diligence Period an additional cash or other Three Hundred Seventy Five Thousand and no/100 Dollars ($375,000.00) in immediately available funds in the amount of One Hundred Thousand and No/100 Dollars by wire transfer to such account as Escrow Agent shall designate to Buyer ($100,000) (such cash deposit, together with all accrued interest thereon, shall be referred to as the “Additional Deposit”). If such Additional Deposit is not timely deposited, the same shall constitute a material default hereunder and together with Seller may terminate this Agreement, in which event the Initial Deposit Deposit, and all interest accrued thereon, shall be immediately delivered to Seller as liquidated damages in accordance with Section 12.1. The Initial Deposit and, if delivered, the Additional Deposit and the Extension Deposit (as defined below), together with all accrued interest thereon, shall be referred to collectively herein as the “Deposit”). Escrow Holder shall deposit .” Upon delivery of 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 hereunderEscrow Agent, the Deposit will be deposited by Escrow Agent into 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 while held 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 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 hereinsubsection 2.2(a).

Deposit. Within three (3) business days following the Effective Date and as a condition precedent to this Agreement becoming a binding agreement between the parties, Purchaser will deposit Five Million Seven Hundred Fifty Thousand Dollars ($5,750,000) (the “Initial Deposit”) with Title Insurance Company, having an office at (“Escrow Agent”) by wire transfer of immediately available federal funds and will provide Escrow Agent with a fully completed form W-9 which provides Purchaser’s tax identification number. Provided that Purchaser has not terminated this Agreement in accordance with the terms hereof prior to the expiration of the Due Diligence Period, then, within one (1) business day following the mutual execution and exchange expiration of this Agreementthe Due Diligence Period, Buyer shall Purchaser will deposit into Escrow (as defined below) the amount of Five Million Seven Hundred Fifty 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 ($100,0005,750,000) (the “Additional Deposit”, ; and together with the Initial Deposit and all interest accrued thereon, Additional Deposit being collectively referred to herein as the “Deposit”)) with the Escrow Agent by wire transfer of immediately available federal funds. Escrow Holder shall If Purchaser fails to deposit the Initial Deposit in a non-commingled trust account and shall invest 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 the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit terminate this Agreement, in which case this Agreement shall be paid null and void ab initio, and in such event Escrow Agent will immediately deliver 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 all copies of this Agreement by Buyer in its possession, and thereafter neither party shall have any further rights or obligations to the other hereunder, except as otherwise set forth in this Agreement. If Purchaser fails to deposit the Additional Deposit within the time period provided for above, Seller may at any time prior to Escrow Agent’s receipt of the Additional Deposit, terminate this Agreement, in which case Purchaser shall be deemed to have delivered a Notice of Termination and terminated this Agreement prior to the expiration of the Due Diligence Period in accordance with any right to so terminate provided hereinSection 6.3 hereof, (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 and in such event Escrow Agent will 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 deliver the Initial Deposit to Purchaser, and thereafter neither party shall have any further rights or obligations to the Additional Deposit other hereunder, except as and when required hereunder shall be for Seller to terminate otherwise set forth in 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).[DRAFTING NOTE: PURCHASER SHALL SELECT THE TITLE INSURANCE COMPANY TO ACT AS ESCROW AGENT IN PURCHASER’S SOLE AND ABSOLUTE DISCRETION]

Deposit. Within one (1) business day Not later than 10:00 a.m. central prevailing time on the Business Day following the mutual execution and exchange of this AgreementExecution Date, Buyer shall deposit into pay to Xxxxx Fargo Bank, N.A. (“Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial DepositAgent”), 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)that certain escrow agreement by and among Seller, Buyer shall and Escrow Agent, a deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Eight Million Five Hundred Ten Thousand and No/100 Dollars ($100,0008,510,000.00) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”), such amount representing Ten Per Cent (10%) of the Base Purchase Price. Subject to Sections 3.2(a) and 3.2(b), if applicable, at the Closing, the Parties shall cause the Escrow Holder shall deposit Agent to release the Deposit in a non-commingled trust account (along with any interest earned thereon) to Seller, and shall invest the Deposit in an insured, (along with 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 thereon earned thereon) shall be credited to Buyer’s account and deemed against the amount required to be part paid by Buyer to Seller at the Closing. 20 (a) If this Agreement is terminated by Seller prior to the Closing pursuant to Section 18.1(d), or the conditions to the obligations of Buyer to consummate the DepositClosing set forth in Section 10.2 shall have been satisfied or waived by Buyer, but Buyer shall have failed to consummate the transactions contemplated hereunder at the Closing, then, Seller shall be entitled to terminate this Agreement and receive the Deposit (along with any interest earned thereon), and the Parties shall cause the Escrow Agent to release the Deposit (along with any interest earned thereon) to Seller within two (2) Business Days of such termination. In the event of any such termination, Seller and Buyer acknowledge and agree that (x) Seller’s actual damages upon the consummation event of the purchase and sale of the Property as contemplated hereundersuch a termination are difficult to ascertain with any certainty, (y) the Deposit shall be paid to Existing Owner (along with any interest earned thereon) is a fair and credited against reasonable estimate by the Purchase Price on the Closing Date. In the event the sale Parties of the Property is such aggregate actual damages of Seller and (z) such liquidated damages do not consummated because of (a) constitute a Seller default, penalty. (b) the termination of If this Agreement by Buyer in accordance with any right is terminated prior to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) and Seller is not entitled to occur or (d) any other reason other than a default by Buyerreceive the Deposit under Section 3.2(a), then the Parties shall cause the Escrow Agent to release the Deposit shall be immediately and automatically paid over (along with any interest earned thereon) 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 within two (2) Business Days of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)such termination.

Deposit. Within one two (12) business days following the mutual execution of this Agreement by Buyer and Seller, time being of the essence, Buyer shall deliver to Title Company, for deposit into the escrow described in Section 6.1 below, the sum of $1,000,000.00 (the “Deposit”). Additionally, within two (2) business days following the mutual execution of this Agreement by Buyer and Seller, Buyer shall deliver to Title Company, for deposit into the escrow, One Hundred Dollars ($100) (the “Independent Consideration”), which Independent Consideration constitutes non-refundable, fully earned consideration, which shall not be refundable to Buyer for any reason, but shall be applicable to the Purchase Price upon the close of escrow should escrow close pursuant to this Agreement and shall otherwise be paid to Seller if this Agreement terminates for any reason. In the event Buyer fails to deliver the Deposit by 5:00 p.m. California time on the second business day following the mutual execution and exchange of this Agreement, Buyer Seller shall deposit into Escrow (as defined below) have 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 right to Chicago Title Insurance Company (“Escrow Holder”). Unless terminate this Agreement shall have been terminated pursuant by written notice to Buyer at any time prior to receipt by 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 Title Company of the Deposit. In the event that this transaction is consummated as contemplated by this Agreement, then the entire amount of the consummation of the purchase and sale of the Property as contemplated hereunderDeposit, the Deposit together with any interest accrued thereon, 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 if so provided in this Agreement, including, without limitation, 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. IN ALL OTHER EVENTS, IF SELLER IS READY, WILLING AND ABLE TO CLOSE BUT BUYER SHALL FAIL TO PERFORM ITS OBLIGATIONS TO BE PERFORMED ON OR BEFORE THE CLOSING DATE, THE ENTIRE AMOUNT OF THE DEPOSIT SHALL BE PAID TO 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 ENTIRE 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 CONTRACT DATE. BUYER AND SELLER AGREE THAT SELLER’S RIGHT TO RECOVER THE ENTIRE AMOUNT OF THE DEPOSIT FROM BUYER SHALL BE THE SOLE REMEDY OF SELLER AT LAW OR IN EQUITY (as defined belowINCLUDING WITHOUT LIMITATION, SELLER’S RIGHT TO SEEK SPECIFIC PERFORMANCE OF THIS AGREEMENT, WHICH RIGHT SHALL BE DEEMED WAIVED) to occur IN THE EVENT OF A BREACH OF THIS AGREEMENT BY BUYER; PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT LIMIT SELLER’S RIGHTS AND REMEDIES UNDER SECTIONS 2.3(b), 7.2, AND 7.9 HEREOF. WITHOUT LIMITATION OF THE FOREGOING, THE DEPOSIT SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677 AND SHALL NOT CONSTITUTE A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE 3275 OR 3369. Accepted And Agreed To: Seller Buyer This Article V shall survive the close of escrow 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 termination 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 herein).

Deposit. Within one (1) business day following the mutual execution and exchange BUYER will pay to or provide SELLER with a deposit of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 FIFTY-THREE MILLION U.S. Dollars ($7,143.00US$53,000,000) (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 for its purchase of the “Due Diligence Period” Aircraft (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 BuyerAt 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 hereunderoption, the Deposit shall either be provided as cash or in the form of a letter of credit in the form of Exhibit J or other form acceptable to SELLER and issued by Macquarie Bank Limited. The Deposit shall be paid or provided, as the case may be, within two Business Days of the execution and delivery by BUYER and SELLER of this Sale Agreement. The portion of the Deposit allocated to Existing Owner each Aircraft (each, an “Allocated Deposit”) is One Million U.S. Dollars (US$1,000,000). 4.2.1 The Deposit will serve as security for the performance by BUYER of its obligations under this Sale Agreement and credited against may be applied by SELLER upon a breach by BUYER of its obligations under this Sale Agreement to satisfy any obligation of BUYER under this Sale Agreement or the Purchase Price transactions contemplated hereby. If the Deposit has been provided as a letter of credit, SELLER may, at its election, draw on the Closing Date. In the event the sale letter of the Property is not consummated because of credit if BUYER (a) has failed to make a Seller defaultpayment when due hereunder, (b) breached one or more of its obligations under Article 6.5 (other than the termination obligation of this Agreement by Buyer BUYER to provide a notice to SELLER if BUYER believes SELLER is not in accordance compliance with any right to so terminate provided hereinArticle 6.5), (c) the failure of any of Buyer’s Closing Conditions becomes (as defined belowor Macquarie Bank Limited becomes) subject to occur a bankruptcy, insolvency, examinership, reorganization or similar proceeding, or either such Person has announced that it will become subject to such a proceeding or (d) has an outstanding obligation to purchase one or more aircraft under this Sale Agreement and SELLER has not received a replacement letter of credit within 60 days prior to the current expiration date of the letter of credit. Upon any other reason other than occurrence described in the previous sentence, SELLER may, at its election, draw all or any portion of the Deposit and hold such amount as cash collateral for performance of BUYER’s obligations hereunder (which cash collateral shall continue to constitute the Deposit). If, after any such drawing of the letter of credit, a default by BuyerSale occurs pursuant to this Sale Agreement, SELLER will consider in good faith permitting a conversion of the cash Deposit to a Deposit in the form of a letter of credit. 4.2.2 Upon termination of this Sale Agreement with respect to an Aircraft in accordance with Article 3.3, 3.4 or 3.5, then provided (i) BUYER has cured any material breach of any of its obligations under this Sale Agreement with respect to which it has received notice from SELLER (provided that if SELLER is prohibited by applicable law from providing any such notice to BUYER, then BUYER has cured any material breach of any of its obligations under this Sale Agreement) and (ii) if the Deposit shall be immediately has been provided as a letter of credit and automatically paid over such letter of credit was subsequently drawn by SELLER, a Sale occurred subsequent to Buyer without such drawing, SELLER will either (a) if the need for Deposit has been provided in cash or following a drawing under the letter of credit, return to BUYER the Allocated Deposit relating to such Aircraft, less 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 amount of the Deposit” shall also be deemed Deposit previously applied by SELLER in accordance with Article 4.2.1, or (b) if the Deposit has been provided as a letter of credit, permit the reduction in the face value of such letter of credit by an amount equal to include a return the Allocated Deposit relating to such Aircraft, less any amount of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Deposit previously applied by SELLER in accordance with Article 4.2.1.

Deposit. Within one Purchaser shall deliver by wire transfer of immediately available funds through the Federal Reserve System to an account designated in writing by First American Title Insurance Company, in its Los Angeles office located at 000 Xxxxx Xxxxxxxx, Suite 400, Los Angeles, California 90017, Attention: Xxxxx X. Xxxxxxxx (1the “Escrow Agent” and the “Title Company”), unless Purchaser designates Old Republic National Title Insurance Company or another entity as the title insurance company prior to the DDP Expiration Date (in which case such designated entity shall be deemed the Title Company) business day the sum of Five Million Two Hundred Fifty Thousand and 00/100 Dollars ($5,250,000.00) (the “Deposit”) within three (3) Business Days following the mutual execution Effective Date. Subject to the terms and exchange conditions set forth in Article 13 of this Agreement, Buyer the Escrow Agent 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 place the Deposit in a non-commingled trust account and shall invest the Deposit in an insuredsegregated, interest bearing interest‑bearing institutional money market accounts, certificates account with First American Trust for the benefit of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon Purchaser. The Deposit shall be credited to Buyer’s account allocated among the Facilities as set forth on Schedule 2.03 and deemed to be part of the Deposit. In in the event of the consummation any partial or complete termination of the purchase and sale of the Property this Agreement as contemplated hereunderprovided herein, the Deposit shall be paid adjusted and/or distributed as provided in this Agreement. The Deposit shall be non‑refundable to Existing Owner Purchaser after the DDP Expiration Date, except as otherwise specifically provided in this Agreement. One Hundred and credited against the Purchase Price on the Closing Date. In the event the sale 00/100 Dollars ($100.00) of the Property is not consummated because of (a) a Seller default, (b) the termination of Deposit shall constitute independent consideration for this Agreement by Buyer and shall not be refundable to Purchaser for any reason. Subject to the provisions set forth in accordance with any right to so terminate provided hereinArticle 13, (c) at the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by BuyerClosing, then the Deposit shall be immediately released by the Escrow Agent 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 paid to terminate Sellers in accordance with the allocation set forth on Schedule 2.03, as it may be adjusted in accordance with the terms 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 herein).

Deposit. Within one (1a) 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. (b) 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 include any and all accrued interest. (c) 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 paid retained by Seller as independent consideration (the “Independent Consideration”) for Seller’s agreement to Existing Owner sell the Property to Purchaser in accordance with the terms and credited against the Purchase Price on the Closing Date. conditions provided herein. (d) In the event the sale case of the Property is not consummated because of (a) a Seller default, (b) the 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 1.1 The Tenant shall on or before the signing hereof deposit with the Landlord the sum(s) specified in Part V of the First Schedule and, where applicable, a bank guarantee in the sum specified in Part V of the First Schedule (1“Deposit”) business day following to secure the mutual execution due observance and exchange performance by the Tenant of the terms and conditions herein contained and on the part of the Tenant to be observed and performed. The bank guarantee shall be in a form and from a licensed bank in HKSAR approved by the Landlord and shall be subsisting and valid for the whole Term and until at least forty five (45) days after the expiration or sooner determination of this Agreement. 1.2 The Deposit shall, subject to clause 1 of Section IX hereof, be retained by the Landlord throughout the Term without interest. The Tenant hereby specifically and irrevocably authorises the Landlord (but the Landlord is not obliged to and without prejudice to any other Landlord’s right or remedy) to deduct and apply the Deposit in payment of (i) the amount of any arrears of Rent and other charges payable hereunder by the Tenant; and (ii) any costs, expenses, loss or damage sustained by the Landlord as the result of any non-observance or non-performance by the Tenant of any of the terms or conditions herein contained. In addition thereto or alternatively, the Landlord may call in the bank guarantee to settle the amounts referred to in (i) and/or (ii) above, or the shortfall thereof, where applicable. 1.3 If any deduction is made by the Landlord from the Deposit or if there shall be any increase in the Rent, the Tenant shall forthwith on demand by the Landlord make a further deposit and/or provide an additional bank guarantee equal to the amount so deducted or the amount proportionate to the increase in Rent to restore the ratio of Deposit to the Rent to that previously subsisting. Failure by the Tenant to comply with the aforesaid obligation shall entitle the Landlord to determine this Agreement and forthwith to re-enter upon the Premises. 1.4 If, at the expiration or sooner determination of this Agreement, Buyer shall deposit into Escrow there is any money due and owing by the Tenant to the Landlord under any other contract(s) or agreement(s) made between the Landlord and the Tenant (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”whether or not any other party is also party to such contract or agreement), the Landlord shall be entitled, at its absolute discretion, to deduct and apply the Deposit or any part thereof or hold it on account for or in settlement of the form of a wire transfer payable money, loss and damage (whether liquidated or pending assessment) or any part thereof then due or to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant be due and owing to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (Landlord 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)aforesaid.

Deposit. (a) Within one (1) business day following the mutual execution and exchange of this AgreementAgreement by Buyer and Seller, Buyer shall deliver a performance guarantee 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 $10,000,000 ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit ) by wire transfer of immediately available funds to an interest-bearing joint control account (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 “Joint Control Account”) established by Buyer and reasonably acceptable to Existing Owner Seller at Amegy Bank National Association (the “Bank”) and requiring the written authorization of a representative of each Party for the disbursal of funds therefrom and which shall be distributed in accordance herewith. The Deposit shall bear interest thereon at the rate established by the Bank. (b) If the Closing occurs, then the Deposit (plus any accrued interest) shall be credited to Buyer’s account payment of the Purchase Price, and deemed Buyer and Seller will jointly instruct the Bank to release the Deposit (plus any accrued interest) to Seller. (c) 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 part 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 Depositconditions 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 Seller shall be entitled to retain the Deposit (plus any accrued interest) 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. In Buyer and Seller acknowledge and agree that (x) Seller’s actual Damages upon the event of the consummation of the purchase and sale of the Property as contemplated hereundersuch a termination are difficult to ascertain with any certainty, (y) the Deposit shall be paid is a reasonable estimate by the Parties of such actual Damages and (z) such liquidated damages do not constitute a penalty. Upon such termination, Buyer and Seller will jointly instruct the Bank to Existing Owner and credited against release the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of Deposit (aplus any accrued interest) a Seller default, to Seller. (bd) the termination of If this Agreement by Buyer is terminated in accordance with any right Section 9.1 and Seller is not entitled to so terminate provided herein, (c) retain the failure of any of Buyer’s Closing Conditions (as defined below) Deposit pursuant to occur or (d) any other reason other than a default by Buyerthe terms set forth in Section 3.3(c), then the Deposit (plus any accrued interest) shall be immediately returned to Buyer. Upon such termination, Buyer and automatically paid over Seller will jointly instruct the Bank to Buyer without release the need for Deposit (plus any further action by either Party hereto. The sole remedy for a failure by Buyer accrued interest) 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 two (2) business days of the Effective Date, Buyer shall deposit with Guaranty Commercial Title, Inc. (the "Title Company"), having its office at 000 Xxxxxxxx Xxxxxx Xxxxx 000 Xxxxxxxxxxx, XX 00000, Attention: Xxxxx Xxxxx, the sum of Twenty-Five Thousand and No/100 Dollars ($25,000.00) (the "First Deposit") in good funds, either by certified bank or cashier's check or by federal wire transfer. If Buyer does not exercise the right to terminate this Agreement in accordance with Section 2.3 or Section 3.2, Buyer shall, on or before the last date of the Inspection Period (as such term is defined in Section 3.1), deposit with the Title Company the additional sum of Twenty-Five Thousand and No/100 Dollars ($25,000.00) (the "Second Deposit") in good funds, either by certified bank or cashier's check or by federal wire transfer as an additional deposit under this Agreement. The Title Company shall hold the First Deposit and the Second Deposit in an interest-bearing account in accordance with the terms and conditions of an escrow agreement entered into among Seller, Buyer and Title Company simultaneously with the execution of this Agreement. The First Deposit and the Second Deposit, together with all interest earned on such sums, are referred to collectively as the "Deposit." All interest accruing on such sums shall become a part of the Deposit and shall be distributed as Deposit in accordance with the terms of this Agreement. If Buyer does not duly terminate this Agreement pursuant to Section 3.2 prior to the end of the Inspection Period and fails to deliver the Second Deposit to the Title Company within one (1) business day following the mutual execution end of the Inspection Period, this Agreement shall terminate automatically on the last day of the Inspection Period, Title Company shall deliver the Deposit to Seller promptly thereafter and exchange neither party shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination 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 (1a) business day following Prior to 5:00 p.m. on the mutual execution and exchange of this Agreementfirst Business Day after the Vendor gives Notice to the Purchaser that the KSI Approval has been obtained, Buyer the Purchaser shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars (pay $7,143.00) 500,000.00 (the “Initial Deposit”)) by wire transfer to the Vendor’s Solicitors, in trust, as an initial deposit, which shall be held in an interest-bearing account pending completion or termination of this Agreement. (b) Prior to 5:00 p.m. on the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant first Business Day following the date on which the Purchaser gives Notice to the provisions hereof prior thereto, no later than three (3) business days after Vendor that the expiration of the “Due Diligence Period” (as hereinafter defined)Condition has been satisfied or waived, Buyer the Purchaser shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars (pay $100,000) 1,500,000.00 (the “Additional Deposit”) by wire transfer to the Vendor’s Solicitors, in trust, as a further deposit, which shall be held in an interest-bearing account pending completion or termination of this Agreement. (c) Subject to the rights of the Vendor with respect to the Deposit pursuant to Section 2.5(c), if the Transaction is not completed for any reason other than the default of the Purchaser, the Deposit (together with all interest earned thereon) shall be returned to the Purchaser forthwith after termination without any set-off, abatement or deduction whatsoever and the parties shall have no further rights and remedies, at law or in equity, against each other unless the Transaction is not completed by reason of the default of the Vendor, in which case the Purchaser shall have all other rights and remedies available to the Purchaser hereunder, at law or in equity provided that the Purchaser agrees that the maximum liability of the Vendor in the case of the Transaction not being completed by reason of the Vendor’s default is an amount equal to the amount of the Deposit then paid by the Purchaser, subject to the next sentence. Notwithstanding the previous sentence or anything to the contrary herein, in the event: (i) the Transaction is not completed by reason of the Vendor’s default; (ii) subsequent to such default, the Vendor completes the sale of the Hotel Assets to a third party within one year after the later to occur of: (A) the Effective Date; or (B) the scheduled Closing Date (a “Third Party Sale”); and (iii) the Purchaser obtains a declaration or judgment from an arbitrator (pursuant to a referral to binding arbitration in such manner as the parties may agree) or a court of competent jurisdiction that the reason for the Vendor’s default was to complete the Third Party Sale, with the Purchaser having the right in its sole discretion to elect the forum to seek such a declaration or judgment relating to a Third Party Sale (subject to the parties agreeing to the form of arbitration as aforesaid in the event the Purchaser elects for arbitration as the forum), then the Vendor, in addition to its obligation to return the Deposit (together with all interest earned thereon, and any security provided by the Purchaser pursuant to Section 2.5(a)(iii), if applicable) to the Purchaser, subject to the Vendor’s rights pursuant to Section 2.5(c), shall be liable to pay to the Purchaser an amount equal to: (x) the Purchaser’s reasonable and actual, out-of-pocket costs incurred by the Purchaser in conducting due diligence on the Hotel Assets, up to a maximum of $300,000 (inclusive of HST); plus (y) any amount of purchase price paid by the abovementioned third party purchaser pursuant to the Third Party Sale that is greater than the Purchase Price. If the Transaction is not completed as a result of the default of the Purchaser, the Deposit then paid by the Purchaser, together with the Initial Deposit and all interest accrued earned thereon, shall be forfeited to the “Deposit”). Escrow Holder shall deposit Vendor, without prejudice to any further rights or remedies available to the Vendor at law or in equity. (d) If the Transaction is completed, 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 due on Closing and shall be paid by the Vendor’s Solicitors to Buyer’s account the Vendor (or as it may direct) on Closing 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, any interest earned on the Deposit shall be paid to Existing Owner the Purchaser as soon as reasonably possible following the Closing. (e) The Vendor and credited against Purchaser acknowledge and agree that the Purchase Price on Vendor’s Solicitors shall be a mere holder of the Deposit and in that regard the parties agree as follows: (i) the Vendor’s Solicitors do not, and will not be deemed to, assume any duty, liability or responsibility other than to hold the Deposit in accordance with the provisions of this Agreement and to pay the Deposit to the Person becoming entitled thereto in accordance with the terms of this Agreement; (ii) the Vendor’s Solicitors will 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 acceptance by the Vendor’s Solicitors of any such Notice or other document received in good faith by the Vendor’s Solicitors; (iii) if the Vendor’s Solicitors are uncertain as to their duties or rights hereunder or receive instructions, claims or demands from any party hereto or from any third party with respect to the Deposit which, in their opinion, conflict with any provision of this Agreement or with any other instruction, claim or demand from any party hereto, they may pay the Deposit into a court of competent jurisdiction or refrain from taking any action authorized and directed hereunder until they have been authorized or directed otherwise in writing by both the Vendor and Purchaser, or by an order of a court of competent jurisdiction from which no further appeal may be taken; (iv) neither the disbursement of the Deposit to any other party or into court or pursuant to an order of the court, as provided herein, nor any dispute between the Vendor and Purchaser, whether or not involving the Deposit, will in any way hinder the ability of the Vendor’s Solicitors to continue to act as legal counsel to the Vendor; and (v) It is the intention of the parties that this Section 3.1(e) will benefit the Vendor’s Solicitors, notwithstanding that they are not party to this Agreement, and the parties acknowledge that the Vendor’s Solicitors have agreed to hold the Deposit in reliance upon this Section 3.1(e). (f) The provisions of this Section 3.1 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 Buyer will, within one (1) business day following after execution hereof deposit with the mutual execution Escrow Agent the sum of Five Hundred Thousand 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 no/100 Dollars ($7,143.00500,000.00) in immediately available funds as a deposit with Escrow Agent whose address is as indicated in Section 10.3 (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 or termination of the “Due Diligence Period” , and assuming that Buyer has elected to proceed with this transaction at the end of the Due Diligence Period by providing a notice to Seller of its intention to proceed delivered prior to the expiration of the Due Diligence Period (as hereinafter defineda “Notice to Proceed”), Buyer shall make an additional deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Two Hundred Fifty Thousand and No/100 no/100 Dollars ($100,000250,000.00) (the “Additional Deposit”) with Escrow Agent. Escrow Agent shall immediately deposit all Deposits upon receipt in Federally insured interest-bearing accounts. If a Notice to Proceed is given by Buyer, the Deposit shall be non-refundable except as expressly provided in this Agreement, including Sections 3.1, 4.2, 5.1, 9.2(b) and together 10.2(b) and shall be held in a federally-insured interest-bearing account and delivered by Escrow Agent in accordance with the Initial Deposit and all interest accrued thereon, the “Deposit”)provisions of Article 5. Escrow Holder shall deposit Interest earned 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 considered part of the Deposit. In the event of the consummation of the purchase and sale of the Property Except as contemplated hereunderotherwise expressly set forth herein, the Deposit shall be paid to Existing Owner and credited applied against the Purchase Price on the Closing Date. In Failure to timely deliver the event Notice to Proceed shall be deemed an election by Buyer to terminate this Agreement, in which case the sale Initial Deposit shall be returned to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for Buyer’s Surviving Obligations and Seller’s Surviving Obligations. If Buyer does not deliver a Notice to Proceed, or notifies Seller at any time prior to the expiration of the Property is not consummated because of (a) a Seller default, (b) the termination of Due Diligence Period that it desires to terminate this Agreement by (which Buyer may do 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 Buyerits sole and absolute discretion), then the Deposit shall be immediately and automatically paid over promptly returned to Buyer without free of any offset or any claim of Seller and, thereafter, the need parties shall have no further rights or obligations hereunder except for any further action by either Party hereto. The sole remedy for Buyer’s Surviving Obligations and Seller’s Surviving Obligations; provided, however, that as a failure by Buyer condition 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” Deposit to Buyer, and in consideration to Seller entering into this Agreement, Buyer shall also be deemed deliver to include a Seller, without representation or warranty of any kind, copies of all due diligence reports, studies or other materials obtained by Buyer from third parties in connection with its due diligence investigations, and Buyer shall return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)to Seller any such materials which were delivered or made available by Seller to Buyer and remain in Buyer’s possession upon such termination.